DORIAN LPG LTD., 10-K filed on 5/30/2019
Annual Report
v3.19.1
Document and Entity Information - USD ($)
12 Months Ended
Mar. 31, 2019
May 24, 2019
Sep. 30, 2018
Document and Entity Information      
Entity Registrant Name DORIAN LPG LTD.    
Entity Central Index Key 0001596993    
Document Type 10-K    
Document Period End Date Mar. 31, 2019    
Amendment Flag false    
Current Fiscal Year End Date --03-31    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Accelerated Filer    
Entity Public Float     $ 281,969,698
Entity Common Stock, Shares Outstanding   55,167,708  
Entity Small Business false    
Entity Emerging Growth Company true    
Entity Ex Transition Period true    
Entity Shell Company false    
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
v3.19.1
Consolidated Balance Sheets - USD ($)
Mar. 31, 2019
Mar. 31, 2018
Current assets    
Cash and cash equivalents $ 30,838,684 $ 103,505,676
Trade receivables, net and accrued revenues 1,384,118 336,162
Due from related parties 44,455,643 26,880,720
Inventories 2,111,637 2,012,907
Prepaid expenses and other current assets 3,798,987 2,471,415
Total current assets 82,589,069 135,206,880
Fixed assets    
Vessels, net 1,478,520,314 1,539,111,833
Other fixed assets, net 160,283 203,678
Total fixed assets 1,478,680,597 1,539,315,511
Other non-current assets    
Deferred charges, net 2,000,794 1,574,522
Derivative instruments 6,448,498 14,264,899
Due from related parties—non-current 19,800,000 19,800,000
Restricted cash - non-current 35,633,962 25,862,704
Other non-current assets 217,097 85,640
Total assets 1,625,370,017 1,736,110,156
Current liabilities    
Trade accounts payable 7,212,580 6,329,193
Accrued expenses 3,436,116 4,702,808
Due to related parties 489,644 345,515
Deferred income 4,258,683 5,564,557
Current portion of long-term debt 63,968,414 65,067,569
Total current liabilities 79,365,437 82,009,642
Long-term liabilities    
Long-term debt—net of current portion and deferred financing fees 632,122,372 694,035,583
Other long-term liabilities 1,199,650 651,569
Total long-term liabilities 633,322,022 694,687,152
Total liabilities 712,687,459 776,696,794
Commitments and contingencies
Shareholders' equity    
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued nor outstanding
Common stock, $0.01 par value, 450,000,000 shares authorized, 58,882,515 and 58,640,161 shares issued, 55,167,708 and 55,090,165 shares outstanding (net of treasury stock), as of March 31, 2019 and March 31, 2018, respectively 588,826 586,402
Additional paid-in-capital 863,583,692 858,109,882
Treasury stock, at cost; 3,714,807 and 3,549,996 shares as of March 31, 2019 and March 31, 2018, respectively (36,484,561) (35,223,428)
Retained earnings 84,994,601 135,940,506
Total shareholders' equity 912,682,558 959,413,362
Total liabilities and shareholders' equity $ 1,625,370,017 $ 1,736,110,156
v3.19.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2019
Mar. 31, 2018
Consolidated Balance Sheets    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized 50,000,000 50,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 450,000,000 450,000,000
Common stock, shares issued 58,882,515 58,640,161
Common stock, shares outstanding (net of treasury stock) 55,167,708 55,090,165
Treasury stock, shares at cost 3,714,807 3,549,996
v3.19.1
Consolidated Statements of Operations - USD ($)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Revenues.      
Revenues $ 158,032,485 $ 159,334,760 $ 167,447,171
Expenses      
Voyage expenses 1,697,883 2,213,773 2,965,978
Charter hire expenses 237,525    
Vessel operating expenses 66,880,568 64,312,644 66,108,062
Depreciation and amortization 65,201,151 65,329,951 65,057,487
General and administrative expenses 24,434,246 26,186,332 21,732,864
Professional and legal fees related to the BW Proposal 10,022,747    
Total expenses 168,474,120 158,042,700 155,864,391
Other income-related party 2,479,599 2,549,325 2,410,542
Operating income/(loss) (7,962,036) 3,841,385 13,993,322
Other income/(expenses)      
Interest and finance costs 40,649,231 35,658,045 28,971,942
Interest income 1,755,259 440,059 137,556
Unrealized gain/(loss) on derivatives (7,816,401) 8,421,531 27,491,333
Realized gain/(loss) on derivatives 3,788,123 (1,328,886) (13,797,478)
Gain on early extinguishment of debt   4,117,364  
Other loss, net (61,619) (234,094) (294,606)
Total other income/(expenses), net (42,983,869) (24,242,071) (15,435,137)
Net loss $ (50,945,905) $ (20,400,686) $ (1,441,815)
Weighted average shares outstanding basic and diluted (in shares) 54,513,118 54,039,886 54,079,139
Loss per common share—basic and diluted (in dollars per share) $ (0.93) $ (0.38) $ (0.03)
Net pool revenue - related party      
Revenues.      
Revenues $ 120,015,771 $ 106,958,576 $ 115,753,153
Time charter revenue      
Revenues.      
Revenues 37,726,214 50,176,166 49,474,510
Voyage charter revenue      
Revenues.      
Revenues   2,068,491 1,296,952
Other revenues, net      
Revenues.      
Revenues $ 290,500 $ 131,527 $ 922,556
v3.19.1
Consolidated Statements of Shareholders' Equity - USD ($)
Common stock
Treasury stock
Additional paid-in capital
Retained earnings
Total
Balance at Mar. 31, 2016 $ 580,575 $ (20,943,816) $ 848,179,471 $ 157,783,007 $ 985,599,237
Balance (in shares) at Mar. 31, 2016 58,057,493        
Increase (Decrease) in Shareholders' Equity          
Net loss for the period       (1,441,815) (1,441,815)
Restricted share award issuances $ 2,847   (2,847)    
Restricted share award issuances (in shares) 284,708        
Stock-based compensation     4,797,749   4,797,749
Purchase of treasury stock   (12,953,453)     (12,953,453)
Balance at Mar. 31, 2017 $ 583,422 (33,897,269) 852,974,373 156,341,192 976,001,718
Balance (in shares) at Mar. 31, 2017 58,342,201        
Increase (Decrease) in Shareholders' Equity          
Net loss for the period       (20,400,686) (20,400,686)
Restricted share award issuances $ 2,980   (2,980)    
Restricted share award issuances (in shares) 297,960        
Stock-based compensation     5,138,489   5,138,489
Purchase of treasury stock   (1,326,159)     (1,326,159)
Balance at Mar. 31, 2018 $ 586,402 (35,223,428) 858,109,882 135,940,506 959,413,362
Balance (in shares) at Mar. 31, 2018 58,640,161        
Increase (Decrease) in Shareholders' Equity          
Net loss for the period       (50,945,905) (50,945,905)
Restricted share award issuances $ 2,424   (2,424)    
Restricted share award issuances (in shares) 242,354        
Stock-based compensation     5,476,234   5,476,234
Purchase of treasury stock   (1,261,133)     (1,261,133)
Balance at Mar. 31, 2019 $ 588,826 $ (36,484,561) $ 863,583,692 $ 84,994,601 $ 912,682,558
Balance (in shares) at Mar. 31, 2019 58,882,515        
v3.19.1
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Cash flows from operating activities:      
Net loss $ (50,945,905) $ (20,400,686) $ (1,441,815)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization 65,201,151 65,329,951 65,057,487
Amortization of financing costs 3,136,051 7,506,509 3,709,421
Unrealized (gain)/loss on derivatives 7,816,401 (8,421,531) (27,491,333)
Stock-based compensation expense 5,476,234 5,138,489 4,385,911
Gain on early extinguishment of debt   (4,117,364)  
Unrealized foreign currency (gain)/loss, net 303,835 (63,761) 222,281
Other non-cash items, net (48,182) 144,545 305,774
Changes in operating assets and liabilities      
Trade receivables, net and accrued revenue (1,047,956) (325,132) 96,287
Prepaid expenses and other current assets (537,549) (579,981) 343,902
Due from related parties (17,574,923) 15,576,280 9,847,359
Inventories (98,730) 567,835 (292,669)
Other non-current assets (131,457) (10,171) 19,802
Trade accounts payable 793,925 (561,808) 743,993
Accrued expenses and other liabilities (2,999,444) (2,406,945) (1,172,349)
Due to related parties 144,129 334,353 (697,048)
Payments for drydocking costs (604,147) (461,480) (1,533,235)
Net cash provided by operating activities 8,883,433 57,249,103 52,103,768
Cash flows from investing activities:      
Vessel-related capital expenditures (3,972,815) (297,534) (1,911,182)
Purchases of investment securities (499,690)    
Payments to acquire other fixed assets (47,799) (139,503) (8,483)
Net cash used in investing activities (4,520,304) (437,037) (1,919,665)
Cash flows from financing activities:      
Proceeds from long-term debt borrowings 65,137,500 261,000,000  
Repayment of long-term debt borrowings (130,205,069) (251,994,382) (66,265,644)
Purchase of treasury stock (1,310,064) (1,220,535) (12,953,453)
Financing costs paid (628,144) (3,113,425) (99,785)
Net cash provided by/(used in) financing activities (67,005,777) 4,671,658 (79,318,882)
Effects of exchange rates on cash and cash equivalents (253,086) (8,042) (197,274)
Net increase/(decrease) in cash, cash equivalents and restricted cash (62,895,734) 61,475,682 (29,332,053)
Cash, cash equivalents, and restricted cash at the beginning of the period 129,368,380 67,892,698 97,224,751
Cash, cash equivalents, and restricted cash at the end of the period 66,472,646 129,368,380 67,892,698
Supplemental disclosure of cash flow information      
Cash paid during the period for interest 36,906,567 27,958,102 $ 24,537,376
Financing costs included in liabilities $ 595,138 $ 142,434  
v3.19.1
Basis of Presentation and General Information
12 Months Ended
Mar. 31, 2019
Basis of Presentation and General Information  
Basis of Presentation and General Information

Dorian LPG Ltd.

Notes to Consolidated Financial Statements 

(Expressed in United States Dollars)

 

1.

Basis of Presentation and General Information

 

Dorian LPG Ltd. (“Dorian”) was incorporated on July 1, 2013 under the laws of the Republic of the Marshall Islands, is headquartered in the United States and is engaged in the transportation of liquefied petroleum gas (“LPG”) worldwide through the ownership and operation of LPG tankers. Dorian LPG Ltd. and its subsidiaries (together “we,” “us,” “our,” or the “Company”) are focused on owning and operating very large gas carriers (“VLGCs”), each with a cargo carrying capacity of greater than 80,000 cbm. As of March 31, 2019, our fleet consists of twenty-three VLGCs, including nineteen fuel-efficient 84,000 cbm ECO-design VLGCs (“ECO VLGCs”), three 82,000 cbm VLGCs, and one time chartered-in VLGC. Two of our ECO VLGCs are fitted with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions. We have entered into contracts for an additional ten of our VLGCs to be fitted with scrubbers.

 

The accompanying 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 of Dorian LPG Ltd. and its subsidiaries.

 

On April 1, 2015, Dorian and Phoenix Tankers Pte. Ltd. (“Phoenix”) began operations of Helios LPG Pool LLC (the “Helios Pool”), which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under variable rate time charters to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. See Note 3 below for further description of the Helios Pool relationship. 

 

Our subsidiaries, which are all wholly-owned and all are incorporated in Republic of the Marshall Islands (unless otherwise indicated below), as of March 31, 2019 are listed below.

 

Vessel Owning Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

    

Type of

    

 

    

 

    

 

 

Subsidiary

 

vessel

 

Vessel’s name

 

Built

 

CBM(1)

 

CMNL LPG Transport LLC

 

VLGC

 

Captain Markos NL(2)

 

2006

 

82,000

 

CJNP LPG Transport LLC

 

VLGC

 

Captain John NP(2)

 

2007

 

82,000

 

CNML LPG Transport LLC

 

VLGC

 

Captain Nicholas ML(2)

 

2008

 

82,000

 

Comet LPG Transport LLC

 

VLGC

 

Comet

 

2014

 

84,000

 

Corsair LPG Transport LLC

 

VLGC

 

Corsair(2)

 

2014

 

84,000

 

Corvette LPG Transport LLC

 

VLGC

 

Corvette(2)

 

2015

 

84,000

 

Dorian Shanghai LPG Transport LLC

 

VLGC

 

Cougar

 

2015

 

84,000

 

Concorde LPG Transport LLC

 

VLGC

 

Concorde(2)

 

2015

 

84,000

 

Dorian Houston LPG Transport LLC

 

VLGC

 

Cobra

 

2015

 

84,000

 

Dorian Sao Paulo LPG Transport LLC

 

VLGC

 

Continental

 

2015

 

84,000

 

Dorian Ulsan LPG Transport LLC

 

VLGC

 

Constitution

 

2015

 

84,000

 

Dorian Amsterdam LPG Transport LLC

 

VLGC

 

Commodore

 

2015

 

84,000

 

Dorian Dubai LPG Transport LLC

 

VLGC

 

Cresques

 

2015

 

84,000

 

Constellation LPG Transport LLC

 

VLGC

 

Constellation

 

2015

 

84,000

 

Dorian Monaco LPG Transport LLC

 

VLGC

 

Cheyenne

 

2015

 

84,000

 

Dorian Barcelona LPG Transport LLC

 

VLGC

 

Clermont

 

2015

 

84,000

 

Dorian Geneva LPG Transport LLC

 

VLGC

 

Cratis

 

2015

 

84,000

 

Dorian Cape Town LPG Transport LLC

 

VLGC

 

Chaparral

 

2015

 

84,000

 

Dorian Tokyo LPG Transport LLC

 

VLGC

 

Copernicus

 

2015

 

84,000

 

Commander LPG Transport LLC

 

VLGC

 

Commander

 

2015

 

84,000

 

Dorian Explorer LPG Transport LLC

 

VLGC

 

Challenger

 

2015

 

84,000

 

Dorian Exporter LPG Transport LLC

 

VLGC

 

Caravelle

 

2016

 

84,000

 

 

Management Subsidiaries

 

 

 

 

Subsidiary

 

Dorian LPG Management Corp.

 

Dorian LPG (USA) LLC (incorporated in USA)

 

Dorian LPG (UK) Ltd. (incorporated in UK)

 

Dorian LPG Finance LLC

 

Occident River Trading Limited (incorporated in UK)

 

Dorian LPG (DK) ApS (incorporated in Denmark)

 


(1)

CBM: Cubic meters, a standard measure for LPG tanker capacity

(2)

Operated pursuant to a bareboat charter agreement. Refer to Notes 9 below for further information

 

Customers

 

For the year ended March 31, 2019, the Helios Pool and one other individual charterer accounted for 76% and 14% of our total revenues, respectively. For the year ended March 31, 2018, the Helios Pool and two other individual charterers represented 67%,  13% and 11% of our total revenues, respectively. For the year ended March 31, 2017, the Helios Pool and two other individual charterers accounted for 69%,  13% and 10% of our total revenues, respectively.

v3.19.1
Significant Accounting Policies
12 Months Ended
Mar. 31, 2019
Significant Accounting Policies  
Significant Accounting Policies

2. Significant Accounting Policies

 

(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):  We follow the accounting guidance relating to comprehensive income, which requires separate presentation of certain transactions that are recorded directly as components of shareholders’ equity. We have no other comprehensive income/(loss) items and, accordingly, comprehensive income/(loss) equals net income/(loss) for the periods presented and thus we have not presented this in the consolidated statement of operations or in a separate statement.

 

(d)   Foreign currency translation:  Our functional currency 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, we had no foreign currency derivative instruments.

 

(e)   Cash and cash equivalents:  We consider 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 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.

 

(g)   Due from related parties:  Due from related parties reflect receivables from the Helios Pool and other related parties. Distributions of earnings due from the Helios Pool are classified as current and working capital contributed to the Helios Pool is classified as non-current.

 

(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 net of accumulated depreciation and impairment charges. 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. Allocated interest costs incurred during construction 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:  We review our 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. The classification societies provide guidelines applicable to LPG vessels relating to extended intervals for drydocking. Generally, we are required to drydock each of our vessels every five years until it reaches 15 years of age unless an extension of the drydocking to seven and one-half years is requested and granted by the classification society and the vessel is not older than 20 years of age. 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 costs 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 as a reduction of Long-term debt—net of current portion and deferred financing fees in the accompanying consolidated balance sheet.

 

(n)   Restricted cash:  Restricted cash represents minimum liquidity to be maintained with certain banks under our borrowing arrangements and pledged cash deposits. The restricted cash is classified as non-current in the event that its obligation is not expected to be terminated within the next twelve months as they are long-term in nature.

 

(o)   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.

 

(p)   Net pool revenues: As from April 1, 2015, we began operation of a pool. Net pool revenues—related party for each vessel in the pool is determined in accordance with the profit-sharing terms specified within the pool agreement. In particular, the pool manager calculates the net pool revenues using gross revenues less voyage expenses of all the pool vessels and less the general and administrative expenses of the pool and distributes the net pool revenues as time charter hire to participants based on:

 

pool points (vessel attributes such as cargo carrying capacity, fuel consumption, and speed are taken into consideration); and

 

number of days the vessel participated in the pool in the period.

 

We recognize net pool revenues—related party on a monthly basis, when the vessel has participated in the pool during the period and the amount of net pool revenues for the month can be estimated reliably. 

 

(q)   Time charter revenues:  Time charter revenues are recorded ratably over the term of the charter as service is provided. Time charter revenues received in advance of the provision of charter service are recorded as deferred income and recognized when the charter service is rendered. Deferred income or accrued revenue also may result from straight‑line revenue recognition in respect of charter agreements that provide for varying charter rates. Deferred income and accrued revenue amounts that will be recognized within the next twelve months are presented as current, with amounts to be recognized thereafter presented as non‑current. Revenues earned through the profit-sharing arrangements in the time charters represent contingent rental revenues that are recognized when earned and amounts are reasonably assured based on estimates provided by the charterer.

 

(r)   Voyage charter revenues:  Under a voyage charter, the revenues are recognized on a pro‑rata basis over the duration of the voyage determined on a load-to-discharge port basis. In the event a vessel is acquired or sold while a voyage is in progress, the revenue recognized is based on an allocation formula agreed between the buyer and the seller. Demurrage income represents payments by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter and is recognized when earned and collection is reasonably assured. Despatch expense represents payments by us to the charterer when loading or discharging time is less than the stipulated time in the voyage charter and is recognized as incurred. Voyage charter revenue relating to voyages in progress as of the balance sheet date are accrued and presented in Trade receivables and accrued revenue in the accompanying consolidated balance sheet.

 

(s)   Commissions:    Charter hire commissions to brokers or managers, if any, are deferred and amortized over the related charter period and are included in Voyage expenses.

 

(t)   Charter hire expenses:  Charter hire expenses in relation to vessels that we may occasionally charter in from third parties are recorded ratably over the term of the charter as service is provided. Charter hire expenses paid in advance of the provision of charter service are recorded as a current asset and recognized when the charter service is rendered. Deferred expenses also may result from straight-line recognition in respect of charter agreements that provide for varying charter rates. Deferred expense amounts that will be recognized within the next twelve months are presented as current, with amounts to be recognized thereafter presented as noncurrent.

 

(u)  Vessel operating expenses:  Vessel operating expenses are accounted for as incurred on the accrual basis. Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores and other miscellaneous expenses.

 

(v)   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.

 

(w)   Stock-based compensation:   Stock-based payments to employees and directors are determined based on their grant date fair values 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 account for restricted stock award forfeitures upon occurrence.

 

(x)   Stock repurchases:  We record the repurchase of our shares of common stock at cost based on the settlement date of the transaction. These shares are classified as treasury stock, which is a reduction to shareholders’ equity. Treasury shares are included in authorized and issued shares, but excluded from outstanding shares.

 

(y)   Segment reporting:  Each of our 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, we have determined that it operates in one reportable segment, the international transportation of liquid petroleum gas with its fleet of vessels. Furthermore, when we charter 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.

 

(z)   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.

 

(aa)  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.

 

(bb)  Recent accounting pronouncements:

 

Accounting Pronouncements Adopted During the Year Ended March 31, 2019

 

In November 2016, the Financial Accounting Standards Board (the “FASB”) issued accounting guidance to require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The pronouncement is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and are applied using a retrospective transition method to each period presented. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

March 31, 2018

 

March 31, 2017

 

March 31, 2016

 

Cash and cash equivalents

 

$

30,838,684

 

$

103,505,676

 

$

17,018,552

 

$

46,411,962

 

Restricted cash—non-current

 

 

35,633,962

 

 

25,862,704

 

 

50,874,146

 

 

50,812,789

 

Total cash, cash equivalents, and restricted cash

 

$

66,472,646

 

$

129,368,380

 

$

67,892,698

 

$

97,224,751

 

 

In August 2016, the FASB issued accounting guidance addressing specific cash flow statement issues with the objective of reducing the existing diversity in practice. The pronouncement is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The implementation of this guidance did not have a material effect on our condensed consolidated financial statements.

 

In May 2014, the FASB amended its accounting guidance for revenue recognition. The fundamental principles of the new guidance are that companies should recognize revenue in a manner that reflects the timing of the transfer of services to customers and consideration that a company expects to receive for the services provided. The amended guidance introduces a five-step process to achieve the fundamental principles and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. It also provides further guidance on applying collectability criterion to assess whether a contract is valid and represents a substantive transaction on the basis of whether a customer has the ability and intention to pay the promised consideration. The amended guidance requires additional disclosures necessary for the financial statement users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB voted to defer the effective date by one year for fiscal years beginning on or after December 15, 2017 and interim periods within that reporting period and permit early adoption of the standard, but not before the beginning of 2017. The amended guidance shall be applied either retrospectively to each period presented or as a cumulative effect adjustment as of the date of adoption. Under the amended guidance, voyage charter revenues are recognized based on load-to-discharge basis as compared to the previously used discharge-to-discharge basis, provided an agreed non-cancellable charter between the Company and the charterer is in existence, the charter rate is fixed and determinable, and collectability is reasonably assured. Additionally, voyage expenses related to voyage charters, including bunkers and port expenses, are deferred until load port and expensed on a load-to-discharge basis under the amended guidance. There are no modifications under the amended guidance for our method of recognizing net pool revenues—related party and time charter revenues. We adopted the amended guidance beginning April 1, 2018. The adoption of the amended guidance did not have any material impact on our consolidated financial statements for the year ended March 31, 2019 or for prior periods, given our revenues were primarily generated by pool and time charter arrangements and there were no voyage charter arrangements in progress as of March 31, 2019 or 2018. The amended guidance may impact the timing with which voyage charter revenues will be recognized in future periods.

 

Accounting Pronouncements Not Yet Adopted

 

In February 2016, the FASB issued accounting guidance to update the requirements of financial accounting and reporting for lessees and lessors. The updated guidance, for lease terms of more than 12 months, will require a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense. Lessor accounting remains largely unchanged from current U.S. GAAP. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. In July 2018, the FASB issued amended guidance to provide entities with relief from the cost of implementing certain aspects of the new leasing guidance. Entities may elect not to recast comparative periods presented when transitioning to the new leasing guidance and, furthermore, lessors may elect not to separate lease and nonlease components when certain conditions are met. The pronouncement is effective prospectively for public business entities for annual periods beginning after December 15, 2018, and interim periods within that reporting period. Early adoption is permitted for all entities. Effective April 1, 2019, we are adopting the new guidance and applying the modified retrospective approach to the most current period presented. We currently have operating leases for our offices in Stamford, Connecticut, USA; London, United Kingdom; Copenhagen, Denmark; and Athens, Greece. Additionally, we time charter-in one VLGC. Refer to Note 17 for further description of our commitments under leasing arrangements. We also expect that our time charter arrangements will be subject to the requirements of the new lease guidance as we will be regarded as the lessor under these arrangements. Since (i) we do not believe that our office operating leases are material, (ii) our time-charter-in VLGC is under 12 months, and (iii) lessor accounting remains largely unchanged from current U.S. GAAP, we do not believe that the adoption of the amended guidance will have a material impact on our financial statements.

v3.19.1
Transactions with Related Parties
12 Months Ended
Mar. 31, 2019
Transactions with Related Parties  
Transactions with Related Parties

3. Transactions with Related Parties

 

Dorian (Hellas) S.A.

 

Dorian (Hellas) S.A. (“DHSA”) formerly provided technical, crew, commercial management, insurance and accounting services to our vessels and had agreements to outsource certain of these services to Eagle Ocean Transport Inc. (“Eagle Ocean Transport”), which is 100% owned by Mr. John C. Hadjipateras, our Chairman, President and Chief Executive Officer.

 

Dorian LPG (USA) LLC and its subsidiaries entered into an agreement with DHSA, retroactive to July 2014 and superseding an agreement between Dorian LPG (UK) Ltd. and DHSA, for the provision by Dorian LPG (USA) LLC and its subsidiaries of certain chartering and marine operation services to DHSA, for which income was earned and included in “Other income-related parties” totaling $0.2 million, $0.4 million and $0.4 million for the years ended March 31, 2019,  2018 and 2017, respectively. As of March 31, 2019,  $1.2 million was due from DHSA and included in “Due from related parties.” As of March 31, 2018, $0.9 million was due from DHSA and included in “Due from related parties.”

 

Eagle Ocean Transport incurs office-related costs on behalf of us, for which we reimbursed Eagle Ocean Transport less than $0.1 million,  $0.1 million and $0.4 million for the years ended March 31, 2019, 2018, and 2017, respectively. Such expenses are reimbursed based on their actual cost.

 

Helios LPG Pool LLC (“Helios Pool”)

 

On April 1, 2015, Dorian and Phoenix began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under variable rate time charters to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. We hold a 50% interest in the Helios Pool as a joint venture with Phoenix and all significant rights and obligations are equally shared by both parties. All profits of the Helios Pool are distributed to the pool participants based on pool points assigned to each vessel as variable charter hire and, as a result, there are no profits available to the equity investors as a share of equity. We have determined that the Helios Pool is a variable interest entity as it does not have sufficient equity at risk. We do not consolidate the Helios Pool because we are not the primary beneficiary and do not have a controlling financial interest. In consideration of Accounting Standards Codification (“ASC”) 810-10-50-4e, the significant factors considered and judgments made in determining that the power to direct the activities of the Helios Pool that most significantly impact the entity’s economic performance are shared, in that all significant performance activities which relate to approval of pool policies and strategies related to pool customers and the marketing of the pool for the procurement of customers for the pool vessels, addition of new pool vessels and the pool cost management, require unanimous board consent from a board consisting of two members from each joint venture investor. Further, in accordance with the guidance in ASC 810-10-25-38D, the Company and Phoenix are not related parties as defined in ASC 850 nor are they de facto agents pursuant to ASC 810-10, the power over the significant activities of the Helios Pool is shared, and no party is the primary beneficiary in the Helios Pool, or has a controlling financial interest. As of March 31, 2019, the Helios Pool operated twenty-eight VLGCs, including nineteen vessels from our fleet (including one vessel time chartered-in from an unrelated party),  four Phoenix vessels and five time chartered-in vessels.

 

As of March 31, 2019, we had net receivables from the Helios Pool of $62.5 million (net of an amount due to Helios Pool of $0.5 million which is reflected under “Due to related Parties”), including $19.8 million of working capital contributed for the operation of our vessels in the pool. As of March 31, 2018, we had receivables from the Helios Pool of $45.4 million (net of an amount due to Helios Pool of $0.3 million which is reflected under “Due to related Parties”), including $19.8 million of working capital contributed for the operation of our vessels in the pool. Our maximum exposure to losses from the pool as of March 31, 2019 is limited to the receivables from the pool. The Helios Pool does not have any third-party debt obligations. The Helios Pool has entered into commercial management agreements with each of Dorian LPG (UK) Ltd. and Phoenix as commercial managers and has appointed both commercial managers as the exclusive commercial managers of pool vessels. Fees for commercial management services provided by Dorian LPG (UK) Ltd. are included in “Other income-related parties” in the consolidated statement of operations and were $2.2 million, $2.2 million and $2.1 million for the years ended March 31, 2019,  2018 and 2017, respectively. Additionally, we received a fixed reimbursement of expenses such as costs for security guards and war risk insurance for vessels operating in high risk areas from the Helios Pool, for which we earned $0.3 million, $0.1 million and $0.9 million for the years ended March 31, 2019,  2018 and 2017 respectively, and are included in “Other revenues, net” in the consolidated statement of operations.

 

Through our vessel owning subsidiaries, we have chartered vessels to the Helios Pool during the years ended March 31, 2019, 2018 and 2017. The time charter revenue from the Helios Pool is variable depending upon the net results of the pool, operating days and pool points for each vessel. The Helios Pool enters into voyage and time charters with external parties and receives freight and related revenue and, where applicable, incurs voyage costs such as bunkers, port costs and commissions. At the end of each month, the Helios Pool calculates net pool revenues using gross revenues, less voyage expenses of all pool vessels, less fixed time charter hire for any time chartered-in vessels, less the general and administrative expenses of the pool. Net pool revenues, less any amounts required for working capital of the Helios Pool, are distributed, to the extent they have been collected from third-party customers of the Helios Pool, as variable rate time charter hire for the relevant vessel to participants based on pool points (vessel attributes such as cargo carrying capacity, fuel consumption, and speed are taken into consideration) and number of days the vessel participated in the pool in the period. We recognize net pool revenues on a monthly basis, when each relevant vessel has participated in the pool during the period and the amount of net pool revenues for the month can be estimated reliably. Revenue earned from the Helios Pool is presented in Note 12.

 

Consulting 

 

A  former member of our board of directors, who resigned as a director effective May 1, 2015, provided certain chartering and commercial services to the Company, its subsidiaries, and the Predecessor Companies since the formation of the Predecessor Companies. This individual entered into a consulting agreement in May 2015, which was amended in June 2016, that provided for, among other things, an annual fee for services rendered of $120,000. This agreement was terminated effective April 1, 2018. Related to this consulting agreement, we expensed $0.1 million for each of the years ended March 31, 2018 and 2017, respectively. No such expenses were incurred for the year ended March 31, 2019.

v3.19.1
Inventories
12 Months Ended
Mar. 31, 2019
Inventories  
Inventories

4. Inventories

 

Our inventories by type were as follows:

 

 

 

 

 

 

 

 

 

March 31, 2019

 

March 31, 2018

 

Lubricants

$

1,699,316

 

$

1,600,692

 

Victualing

 

287,795

 

 

297,014

 

Bonded stores

 

124,526

 

 

115,201

 

Total

$

2,111,637

 

$

2,012,907

 

 

v3.19.1
Vessels, Net
12 Months Ended
Mar. 31, 2019
Vessels, Net  
Vessels, Net

5. Vessels, Net

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

Accumulated

    

 

 

 

 

 

Cost

 

depreciation

 

Net book Value

 

Balance, April 1, 2017

 

$

1,728,769,295

 

$

(125,300,048)

 

$

1,603,469,247

 

Other additions

 

 

218,685

 

 

 —

 

 

218,685

 

Depreciation

 

 

 —

 

 

(64,576,099)

 

 

(64,576,099)

 

Balance, March 31, 2018

 

$

1,728,987,980

 

$

(189,876,147)

 

$

1,539,111,833

 

Other additions

 

 

4,005,830

 

 

 —

 

 

4,005,830

 

Depreciation

 

 

 —

 

 

(64,597,349)

 

 

(64,597,349)

 

Balance, March 31, 2019

 

$

1,732,993,810

 

$

(254,473,496)

 

$

1,478,520,314

 

 

Additions to vessels, net mainly consisted of the installment payments on the purchase of scrubbers for ten of our VLGCs and other capital improvements to our VLGCs during the year ended March 31, 2019. Our vessels, with a total carrying value of $1,478.5 million and $1,539.1 million as of March 31, 2019 and 2018, respectively, are first‑priority mortgaged as collateral for our long-term debt (refer to Note 9 below). No impairment loss was recorded for the periods presented.

v3.19.1
Other Fixed Assets, Net
12 Months Ended
Mar. 31, 2019
Other Fixed Assets, Net  
Other Fixed Assets, Net

6. Other Fixed Assets, Net

 

Other fixed assets, net were $0.2 million and $0.2 million as of March 31, 2019 and March 31, 2018, respectively, and represent leasehold improvements, software and furniture and fixtures at cost. Accumulated depreciation on other fixed assets, net was $0.3 million as of March 31, 2019 and $0.6 million as of March 31, 2018.

v3.19.1
Deferred Charges, Net
12 Months Ended
Mar. 31, 2019
Deferred Charges, Net.  
Deferred Charges, Net

7. Deferred Charges, Net

 

The analysis and movement of deferred charges, net is presented in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Drydocking

    

Equity

    

Total deferred

 

 

 

costs

 

offering costs

 

charges, net

 

Balance, April 1, 2017

 

$

1,884,174

 

$

 —

 

$

1,884,174

 

Additions

 

 

185,050

 

 

52,546

 

 

237,596

 

Amortization

 

 

(488,309)

 

 

 —

 

 

(488,309)

 

Other

 

 

(6,393)

 

 

(52,546)

 

 

(58,939)

 

Balance, March 31, 2018

 

$

1,574,522

 

$

 —

 

$

1,574,522

 

Additions

 

 

955,372

 

 

 —

 

 

955,372

 

Amortization

 

 

(529,100)

 

 

 —

 

 

(529,100)

 

Balance, March 31, 2019

 

$

2,000,794

 

$

 —

 

$

2,000,794

 

 

v3.19.1
Accrued Expenses
12 Months Ended
Mar. 31, 2019
Accrued Expenses  
Accrued Expenses

8. Accrued Expenses

 

Accrued expenses comprised of the following:

 

 

 

 

 

 

 

 

 

March 31, 2019

    

March 31, 2018

 

Accrued voyage and vessel operating expenses

$

1,684,336

 

$

1,580,468

 

Accrued professional services

 

400,984

 

 

1,230,069

 

Accrued loan and swap interest

 

394,532

 

 

804,913

 

Accrued employee-related costs

 

867,514

 

 

992,427

 

Accrued board of directors' fees

 

88,750

 

 

88,750

 

Other

 

 —

 

 

6,181

 

Total

$

3,436,116

 

$

4,702,808

 

 

v3.19.1
Long-Term Debt
12 Months Ended
Mar. 31, 2019
Long-Term Debt  
Long-Term Debt

9. Long‑Term Debt

 

Description of our Debt Obligations

 

2015 Debt Facility

 

In March 2015, we entered into a $758 million debt financing facility with four separate tranches (collectively, with the amendment described below, the “2015 Debt Facility”). Commercial debt financing (“Commercial Financing”) of $249 million was provided by ABN AMRO Capital USA LLC (“ABN”); ING Bank N.V., London Branch, ("ING"); DVB Bank SE ("DVB"); Citibank N.A., London Branch (“Citi”); and Commonwealth Bank of Australia, New York Branch, ("CBA") (collectively the "Commercial Lenders"), while the Export Import Bank of Korea ("KEXIM") directly provided $204 million of financing (“KEXIM Direct Financing”). The remaining $305 million of financing was provided under tranches guaranteed by KEXIM of $202 million (“KEXIM Guaranteed”) and insured by the Korea Trade Insurance Corporation ("K-sure") of $103 million (“K-sure Insured”). Financing under the KEXIM guaranteed and K-sure insured tranches are provided by certain Commercial Lenders; Deutsche Bank AG; and Santander Bank, N.A. The debt financing is secured by, among other things, sixteen of our ECO VLGCs, and represents a loan-to-contract cost ratio before fees of approximately 55%.

 

The 2015 Debt Facility contains various covenants providing for, among other things, maintenance of certain financial ratios and certain limitations on payment of dividends, investments, acquisitions and indebtedness. A commitment fee was payable on the average daily unused amount under the 2015 Debt Facility of 40% of the margin on each tranche. Certain terms of the borrowings under each tranche of the 2015 Debt Facility are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate at 

 

 

    

 

    

Term

 

Interest Rate Description(1)

 

March 31, 2019(2)

 

Tranche 1

 

Commercial Financing

 

7

years

 

London InterBank Offered Rate (“LIBOR”) plus a margin(4)

 

5.36

%

Tranche 2

 

KEXIM Direct Financing

 

12

years(3)

 

LIBOR plus a margin of 2.45%

 

5.06

%

Tranche 3

 

KEXIM Guaranteed

 

12

years(3)

 

LIBOR plus a margin of 1.40%

 

4.01

%

Tranche 4

 

K-sure Insured

 

12

years(3)

 

LIBOR plus a margin of 1.50%

 

4.11

%

 


(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, 2019 was 2.61%.

 

(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, 2019, the set margin was 2.75%.

 

The 2015 Debt Facility is secured by, among other things, (i) first priority Bahamian mortgages on the vessels financed; (ii) first priority assignments of all of the financed vessels’ insurances, earnings, requisition compensation, and management agreements; (iii) first priority security interests in respect of all issued shares or limited liability company interests of the borrowers and vessel-owning guarantors; (iv) first priority charter assignments of all of the financed vessels’ long-term charters; (v) assignments of the interests of any ship manager in the insurances of the financed vessels; (vi) an assignment by the borrower of any bank, deposit or certificate of deposit opened in accordance with the facility; and (vii) a guaranty by the Company guaranteeing the obligations of the borrower and other guarantors under the facility agreement. The 2015 Debt Facility further provides that the facility is to be secured by assignments of the borrower’s rights under any hedging contracts in connection with the facility, but such assignments have not been entered into at this time.

 

The 2015 Debt Facility also contains customary covenants that require us to maintain adequate insurance coverage, properly maintain the vessels and to obtain the lender’s prior consent before changes are made to the flag, class or management of the vessels, or entry into a new line of business. The loan facility includes customary events of default, including those relating to a failure to pay principal or interest, breaches of covenants, representations and warranties, a cross-default to certain other debt obligations and non-compliance with security documents, and customary restrictions from paying dividends if an event of default has occurred and is continuing, or if an event of default would result therefrom.

 

On May 31, 2017, we entered into an agreement to amend the 2015 Debt Facility (the “2015 Debt Facility Amendment”). The 2015 Debt Facility Amendment includes the relaxation of certain covenants under the debt financing facility; the release of $26.8 million of restricted cash as of the date of the 2015 Debt Facility Amendment that was applied towards the next two debt principal payments, interest and certain fees; and certain other modifications. Fees related to the 2015 Debt Facility Amendment totaled approximately $1.1 million.

 

The following financial covenants, some of which were relaxed under the 2015 Debt Facility Amendment, are the most restrictive from the 2015 Debt Facility with which the Company is required to comply, calculated on a consolidated basis, determined and defined according to the provisions of the loan agreement:

 

·

The ratio of current assets and long-term restricted cash divided by current liabilities, excluding current portion of long-term debt, shall always be greater than 1.00;

 

·

Maintain minimum shareholders’ equity at all times equal to the aggregate of (i) $400,000,000, (ii) 50% of any new equity raised after loan agreement date and (iii) 25% of the positive net income for the immediately preceding financial year;

 

·

Minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense must be maintained greater than or equal to (i) 1.25 at all times prior to and through March 31, 2018, (ii) 1.50 at all times from April 1, 2018 through March 31, 2019, and (iii) 2.50 at all times thereafter; and

 

·

The ratio of consolidated net debt to consolidated total capitalization shall not exceed 0.60 to 1.00;

 

·

Fair market value of the mortgaged ships plus any additional security over the outstanding loan balance shall be at least (i) 125% at all times prior to and through March 31, 2018, (ii) 130% at all times from April 1, 2018 through March 31, 2019, (iii) 135% at all times thereafter.

 

 

The following negative covenant was added under the 2015 Debt Facility Amendment:

 

·

Restrictions on dividends and stock repurchases until the earlier of (i) an Approved Equity Offering (defined below) and (ii) the second anniversary of the 2015 Debt Facility Amendment Date; and

 

 

The 2015 Debt Facility Amendment also includes a provision for the reduction of the minimum balance held as restricted cash. The minimum balance of the restricted cash deposited under the 2015 Debt Facility Amendment is or was:

 

·

the lesser of $18.0 million and $1.0 million per mortgaged vessel under the 2015 Debt Facility at all times from the date of the 2015 Debt Facility Amendment (“2015 Debt Facility Amendment Date”) through six months after the 2015 Debt Facility Amendment Date;

 

·

the lesser of $29.0 million and $1.6 million per mortgaged vessel under the 2015 Debt Facility at all times from six months from the 2015 Debt Facility Amendment Date through the first anniversary of the 2015 Debt Facility Amendment Date;

 

·

the lesser of $40.0 million and $2.2 million per mortgaged vessel under the 2015 Debt Facility at all times thereafter; and   

 

·

if we complete a common stock offering of at least $50.0 million, including fees (an “Approved Equity Offering”), the restricted cash shall be calculated as an amount at least equal to 5% of the total principal of the 2015 Debt Facility outstanding, but at no time less than the lesser of $20.0 million and $1.1 million per mortgaged vessel under the 2015 Debt Facility.

 

The 2015 Debt Facility permits the lenders to accelerate the indebtedness if, without the prior written consent of the lenders, (i) one-third of our common shares are owned by any shareholder other than certain entities, directors or officers listed in the agreement; (ii) there are certain changes to our board of directors; or (iii) Mr. John C. Hadjipateras ceases to serve on our board of directors.

 

2017 Bridge Loan

 

On June 8, 2017, we entered into a $97.0 million bridge loan agreement (the “2017 Bridge Loan”) with DNB Capital LLC. The principal amount of the 2017 Bridge Loan was due on or before August 8, 2018 (the “Original Maturity Date”) and initially accrued interest on the outstanding principal amount at a rate of LIBOR plus 2.50% for the period ended December 7, 2017; LIBOR plus 4.50% for the period from December 8 until March 7, 2018; LIBOR plus 6.50% for the period March 8, 2018 until June 7, 2018, and LIBOR plus 8.50% from June 8, 2018 until the Original Maturity Date.

 

The proceeds of the 2017 Bridge Loan were used to repay in full our bank debt provided by Royal Bank of Scotland plc. associated with each of the Captain John NP,  Captain Markos NL and the Captain Nicholas ML (the “RBS Loan Facility”), at 96% of the then outstanding principal amount. The remaining proceeds were used to pay accrued interest, legal, arrangement and advisory fees related to the 2017 Bridge Loan.

 

The 2017 Bridge Loan was initially secured by, among other things, (i) first priority mortgages on the VLGCs that were financed under the RBS Loan Facility and the Corsair, (ii) first assignments of all freights, earnings and insurances relating to these four VLGCs, and (iii) pledges of membership interests of the borrowers.

 

On November 7, 2017, we prepaid $30.1 million of the 2017 Bridge Loan’s then outstanding principal with proceeds from the Corsair Japanese Financing (defined below) and the security interests related to the Corsair were released under the facility. Refer to “Corsair Japanese Financing” below for further details.

 

On December 8, 2017, we entered into an agreement to amend the Original Maturity Date and margin on the 2017 Bridge Loan for a fee of $0.2 million. The remaining outstanding principal amount of the 2017 Bridge Loan is due on or before December 31, 2018 (the “Amended Maturity Date”) and accrues interest on the outstanding principal amount at a rate of LIBOR plus 2.50% for the period ending March 31, 2018; LIBOR plus 6.50% for the period April 1, 2018 until June 30, 2018, and LIBOR plus 8.50% from July 1, 2018 until the Amended Maturity Date. 

 

On June 4, 2018, we prepaid $22.3 million of the 2017 Bridge Loan’s then outstanding principal using cash on hand prior to the closing of the CJNP Japanese Financing (defined below). On June 20, 2018, we prepaid the remaining 2017 Bridge Loan’s outstanding principal of $44.6 million ($21.2 million related to the Captain Nicholas ML and $23.4 million related to the Captain Markos NL) using cash on hand prior to the closing of the CMNL Japanese Financing (defined below) and the CNML Japanese Financing (defined below).  

 

Corsair Japanese Financing

 

On November 7, 2017, we refinanced a 2014-built VLGC, the Corsair, pursuant to a memorandum of agreement and a bareboat charter agreement (“Corsair Japanese Financing”). In connection therewith, we transferred the Corsair to the buyer for $65.0 million and, as part of the agreement, Corsair LPG Transport LLC, our wholly-owned subsidiary, bareboat chartered the vessel back for a period of 12 years, with purchase options from the end of year 2 onwards through a mandatory buyout by 2029. We continue to technically manage, commercially charter, and operate the Corsair. We received $52.0 million in cash as part of the transaction with $13.0 million to be retained by the buyer as a deposit (the “Corsair Deposit”), which can be used by us towards the repurchase of the vessel either pursuant to an early buyout option or at the end of the 12-year bareboat charter term. The refinancing proceeds of $52.0 million were used to prepay $30.1 million of the 2017 Bridge Loan’s then outstanding principal amount. The remaining proceeds were used to pay legal fees associated with this transaction and for general corporate purposes. The Corsair Japanese Financing is treated as a financing transaction and the VLGC continues to be recorded as an asset on our balance sheet. This debt financing has a fixed interest rate of 4.9%, not including financing costs of $0.1 million, monthly broker commission fees of 1.25% over the 12-year term on interest and principal payments made, broker commission fees of 1% of the purchase option price excluding the Corsair Deposit, and a monthly fixed straight-line principal obligation of approximately $0.3 million over the 12-year term with a balloon payment of $13.0 million.

Concorde Japanese Financing

 

On January 31, 2018, we refinanced a 2015-built VLGC, the Concorde, pursuant to a memorandum of agreement and a bareboat charter agreement. In connection therewith, we transferred the Concorde to the buyer for $70.0 million and, as part of the agreement, Concorde LPG Transport LLC, our wholly-owned subsidiary, bareboat chartered the vessel back for a period of 13 years, with purchase options from the end of year 3 onwards through a mandatory buyout by 2031. We continue to technically manage, commercially charter, and operate the Concorde. We received $56.0 million in cash as part of the transaction with $14.0 million to be retained by the buyer as a deposit (the “Concorde Deposit”), which can be used by us towards the repurchase of the vessel either pursuant to an early buyout option or at the end of the 13-year bareboat charter term. The refinancing proceeds of $56.0 million were used to prepay $35.1 million of the 2015 Debt Facility’s then outstanding principal amount. Pursuant to the 2015 Debt Facility Amendment and in conjunction with this prepayment, $1.6 million of restricted cash was released under the 2015 Debt Facility. The remaining proceeds were, or will be, used to pay legal fees associated with this transaction and for general corporate purposes. This transaction is treated as a financing transaction and the Concorde continues to be recorded as an asset on our balance sheet. This debt financing has a fixed interest rate of 4.9%, not including financing costs of $0.1 million, monthly broker commission fees of 1.25% over the 13-year term on interest and principal payments made, broker commission fees of 1% of an exercised purchase option excluding the Concorde Deposit, and a monthly fixed straight-line principal obligation of approximately $0.3 million over the 13-year term with a balloon payment of $14.0 million. 

 

Corvette Japanese Financing

 

On March 16, 2018, we refinanced a 2015-built VLGC, the Corvette, pursuant to a memorandum of agreement and a bareboat charter agreement. In connection therewith, we transferred the Corvette to the buyer for $70.0 million and, as part of the agreement, Corvette LPG Transport LLC, our wholly-owned subsidiary, bareboat chartered the vessel back for a period of 13 years, with purchase options from the end of year 3 onwards through a mandatory buyout by 2031. We continue to technically manage, commercially charter, and operate the Corvette. We received $56.0 million in cash as part of the transaction with $14.0 million to be retained by the buyer as a deposit (the “Corvette Deposit”), which can be used by us towards the repurchase of the vessel either pursuant to an early buyout option or at the end of the 13-year bareboat charter term. The refinancing proceeds of $56.0 million were used to prepay $33.7 million of the 2015 Debt Facility’s then outstanding principal amount. Pursuant to the 2015 Debt Facility Amendment and in conjunction with this prepayment, $1.6 million of restricted cash was released under the 2015 Debt Facility. The remaining proceeds were, or will be, used to pay legal fees associated with this transaction and for general corporate purposes. This transaction is treated as a financing transaction and the Corvette continues to be recorded as an asset on our balance sheet. This debt financing has a fixed interest rate of 4.9%, not including financing costs of $0.1 million, monthly broker commission fees of 1.25% over the 13-year term on interest and principal payments made, broker commission fees of 1% of an exercised purchase option excluding the Corvette Deposit, and a monthly fixed straight-line principal obligation of approximately $0.3 million over the 13-year term with a balloon payment of $14.0 million.    

 

CJNP Japanese Financing

 

On June 11, 2018, we refinanced our 2007-built VLGC, the Captain John NP, pursuant to a memorandum of agreement and a bareboat charter agreement (the “CJNP Japanese Financing”). In connection therewith, we transferred the Captain John NP to the buyer for $48.3 million and, as part of the agreement, CJNP LPG Transport LLC, our wholly-owned subsidiary, bareboat chartered the vessel back for a period of 6 years, with purchase options from the end of year 2 through a mandatory buyout by 2024. We continue to technically manage, commercially charter, and operate the Captain John NP. We received $21.7 million, which increased our unrestricted cash, as part of the transaction with $26.6 million to be retained by the buyer as a deposit (the “CJNP Deposit”), which can be used by us towards the repurchase of the vessel either pursuant to an early buyout option or at the end of the 6-year bareboat charter term. This transaction is treated as a financing transaction and the Captain John NP continues to be recorded as an asset on our balance sheet. This debt financing has a fixed interest rate of 6.0%, not including financing costs of $0.1 million, monthly broker commission fees of 1.25% over the 6-year term on interest and principal payments made, broker commission fees of 0.5% paid upon the delivery of the Captain John NP to the buyer, broker commission fees of 0.5% payable on the repurchase of the Captain John NP, and a monthly fixed straight-line principal obligation of approximately $0.1 million over the 6-year term with a balloon payment of $13.0 million.

 

CMNL Japanese Financing

 

On June 25, 2018, we refinanced our 2006-built VLGC, the Captain Markos NL, pursuant to a memorandum of agreement and a bareboat charter agreement (the “CMNL Japanese Financing”). In connection therewith, we transferred the Captain Markos NL to the buyer for $45.8 million and, as part of the agreement, CMNL LPG Transport LLC, our wholly-owned subsidiary, bareboat chartered the vessel back for a period of 7 years, with purchase options from the end of year 2 through a mandatory buyout by 2025. We continue to technically manage, commercially charter, and operate the Captain Markos NL. We received $20.6 million, which increased our unrestricted cash, as part of the transaction with $25.2 million to be retained by the buyer as a deposit (the “CMNL Deposit”), which can be used by us towards the repurchase of the vessel either pursuant to an early buyout option or at the end of the 7-year bareboat charter term. This transaction is treated as a financing transaction and the Captain Markos NL continues to be recorded as an asset on our balance sheet. This debt financing has a fixed interest rate of 6.0%, not including financing costs of $0.1 million, monthly broker commission fees of 1.25% over the 7-year term on interest and principal payments made, broker commission fees of 0.5% paid upon the delivery of the Captain Markos NL to the buyer, broker commission fees of 0.5%. payable on the repurchase of the Captain Markos NL, and a monthly fixed straight-line principal obligation of approximately $0.1 million over the 7-year term with a balloon payment of $11.0 million.

 

CNML Japanese Financing

 

On June 26, 2018, we refinanced our 2008-built VLGC, the Captain Nicholas ML, pursuant to a memorandum of agreement and a bareboat charter agreement (the “CNML Japanese Financing”). In connection therewith, we transferred the Captain Nicholas ML to the buyer for $50.8 million and, as part of the agreement, CNML LPG Transport LLC, our wholly-owned subsidiary, bareboat chartered the vessel back for a period of 7 years, with purchase options from the end of year 2 through a mandatory buyout by 2025. We continue to technically manage, commercially charter, and operate the Captain Nicholas ML. We received $22.9 million, which increased our unrestricted cash, as part of the transaction with $27.9 million to be retained by the buyer as a deposit (the “CNML Deposit”), which can be used by us towards the repurchase of the vessel either pursuant to an early buyout option or at the end of the 7-year bareboat charter term. This transaction is treated as a financing transaction and the Captain Nicholas ML continues to be recorded as an asset on our balance sheet. This debt financing has a fixed interest rate of 6.0%, not including financing costs of $0.1 million, monthly broker commission fees of 1.25% over the 7-year term on interest and principal payments made, broker commission fees of 0.5%, paid upon the delivery of the Captain Nicholas ML to the buyer, broker commission fees of 0.5%, payable on the repurchase of the Captain Nicholas ML, and a monthly fixed straight-line principal obligation of approximately $0.1 million over the 7-year term with a balloon payment of $13.0 million.

 

Debt Obligations

 

The table below presents our debt obligations:

 

 

 

 

 

 

 

 

 

 

    

March 31, 2019

    

March 31, 2018

 

2015 Debt Facility

 

 

 

 

 

 

 

Commercial Financing

 

$

175,687,613

 

$

187,989,229

 

KEXIM Direct Financing

 

 

125,860,144

 

 

141,004,162

 

KEXIM Guaranteed

 

 

130,366,568

 

 

145,348,064

 

K-sure Insured

 

 

64,706,170

 

 

72,313,416

 

Total 2015 Debt Facility

 

$

496,620,495

 

$

546,654,871

 

 

 

 

 

 

 

 

 

Japanese Financings

 

 

 

 

 

 

 

Corsair Japanese Financing

 

$

47,395,833

 

$

50,645,833

 

Concorde Japanese Financing

 

 

51,961,538

 

 

55,192,308

 

Corvette Japanese Financing

 

 

52,500,000

 

 

55,730,769

 

CJNP Japanese Financing

 

 

20,506,250

 

 

 —

 

CMNL Japanese Financing

 

 

19,446,131

 

 

 —

 

CNML Japanese Financing

 

 

21,666,369

 

 

 —

 

Total Japanese Financings

 

$

213,476,121

 

$

161,568,910

 

 

 

 

 

 

 

 

 

2017 Bridge Loan

 

$

 —

 

$

66,940,405

 

 

 

 

 

 

 

 

 

Total debt obligations

 

$

710,096,616

 

$

775,164,186

 

Less: deferred financing fees

 

 

14,005,830

 

 

16,061,034

 

Debt obligations—net of deferred financing fees

 

$

696,090,786

 

$

759,103,152

 

 

 

 

 

 

 

 

 

Presented as follows:

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

63,968,414

 

$

65,067,569

 

Long-term debt—net of current portion and deferred financing fees

 

 

632,122,372

 

 

694,035,583

 

Total

 

$

696,090,786

 

$

759,103,152

 

 

Deferred Financing Fees

 

The analysis and movement of deferred financing fees is presented in the table below: 

 

 

 

 

 

 

 

    

Financing

 

 

 

costs

 

Balance, April 1, 2017

 

$

20,138,480

 

Additions

 

 

3,255,859

 

Amortization

 

 

(7,506,509)

 

Gain on early extinguishment of debt

 

 

173,204

 

Balance, March 31, 2018

 

$

16,061,034

 

Additions

 

 

1,080,847

 

Amortization

 

 

(3,136,051)

 

Balance, March 31, 2019

 

$

14,005,830

 

 

Additions represent financing costs associated with the Corsair Japanese Financing, Concorde Japanese Financing, Corvette Japanese Financing, CJNP Japanese Financing, CMNL Japanese Financing, and CNML Japanese Financing (collectively the “Japanese Financings”) and the 2017 Bridge Loan for the years ended March 31, 2019 and 2018, which have been deferred and are amortized over the life of the respective agreements and are included as part of interest expense in the consolidated statements of operations.

 

Future Cash Payments for Debt

 

The minimum annual principal payments, in accordance with the loan agreements, required to be made after March 31, 2019 are as follows:

 

 

 

 

 

Year ending March 31:

    

    

 

2020

$

63,968,414

 

2021

 

63,968,412

 

2022

 

202,751,181

 

2023

 

51,666,798

 

2024

 

51,666,798

 

Thereafter

 

276,075,013

 

Total

$

710,096,616

 

 

v3.19.1
Common Stock
12 Months Ended
Mar. 31, 2019
Common Stock.  
Common Stock

10. Common Stock

 

Under the articles of incorporation effective July 1, 2013, the Company’s authorized capital stock consists of 500,000,000 registered shares, par value $0.01 per share, of which 450,000,000 are designated as common share and 50,000,000 shares are designated as preferred shares.

 

Each holder of common shares is entitled to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common shares are entitled to share equally in any dividends, which the Company’s board of directors may declare from time to time, out of funds legally available for dividends. Upon dissolution, liquidation or winding‑up, the holders of common shares will be entitled to share equally in all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock. Holders of common shares do not have conversion, redemption or pre‑emptive rights.

 

In August 2015, we established a stock repurchase program authorizing the repurchase of up to $100.0 million of our common stock, which expired on December 31, 2016. We repurchased a total of 3,342,035 shares of our common stock for approximately $33.7 million under this program through its expiration. Purchases under the program were made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods.

 

Refer to Note 11 below for shares granted under the equity incentive plan during the years ended March 31, 2019, 2018, and 2017.

v3.19.1
Stock-Based Compensation Plans
12 Months Ended
Mar. 31, 2019
Stock-Based Compensation Plans  
Stock-Based Compensation Plans

11. Stock-Based Compensation Plans

 

In April 2014, we adopted an equity incentive plan, which we refer to as the Equity Incentive Plan, under which we expect that directors, officers, and employees (including any prospective officer or employee) of the Company and its subsidiaries and affiliates, and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or service provider to) the Company and its subsidiaries and affiliates, as well as entities whollyowned or generally exclusively controlled by such persons, may be eligible to receive nonqualified stock options, stock appreciation rights, stock awards, restricted stock units and performance compensation awards that the plan administrator determines are consistent with the purposes of the plan and the interests of the Company. We have reserved 2,850,000 of our common shares for issuance under the Equity Incentive Plan, subject to adjustment for changes in capitalization as provided in the Equity Incentive Plan in April 2014. The plan is administered by our compensation committee.

 

During the year ended March 31, 2019, we granted 200,000 shares of restricted stock to certain of our officers and employees. One-fourth of these restricted shares vested immediately on the grant date, one-fourth vested one year after grant date, one-fourth will vest two years after grant date, and one-fourth will vest three years after grant date. The restricted shares were valued at their grant date fair market value and expensed on a straight-line basis over the vesting periods. 

 

During the year ended March 31, 2018, we granted 259,800 shares of restricted stock to certain of our officers and employees. One-fourth of these restricted shares vested immediately on the grant date, one-fourth will vest one year after grant date, one-fourth will vest two years after grant date, and one-fourth will vest three years after grant date. The restricted shares were valued at their grant date fair market value and expensed on a straight-line basis over the vesting periods. 

 

During the year ended March 31, 2017, we granted 250,000 shares of restricted stock to certain of our officers and employees. One-fourth of these restricted shares vested immediately on the grant date, one-fourth vested one year after grant date, one-fourth will vest two years after grant date, and one-fourth will vest three years after grant date. The restricted shares were valued at their grant date fair market value and expensed on a straight-line basis over the vesting periods. 

 

During the years ended March 31, 2019, 2018, and 2017, we granted 35,295, 31,800 and 31,770 shares of stock, respectively, to our non-executive directors, which were valued and expensed at their grant date fair market value.

 

During the years ended March 31, 2019, 2018 and 2017, we granted 7,059,  6,360 and 2,938 shares of stock, respectively, to a non-employee consultant, which were valued and expensed at their grant date fair market value.

 

Our stock-based compensation expense was $5.5 million, $5.1 million and $4.4 million for the years ended March 31, 2019,  2018, and 2017, respectively, and is included within general and administrative expenses in our accompanying consolidated statements of operations. Unrecognized compensation cost as of March 31, 2019 was $2.8 million and the expense will be recognized over a remaining weighted average life of 1.20 years.

 

A summary of the activity of our restricted shares as of March 31, 2019 and 2018 and changes during the year ended March 31, 2019 and 2018, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted-Average

 

 

 

 

 

Grant-Date

 

Incentive Share Awards

 

Numbers of Shares

 

Fair Value

 

Unvested as of April 1, 2017

 

1,114,625

 

$

17.72

 

Granted

 

297,960

 

 

7.36

 

Vested

 

(481,538)

 

 

15.42

 

Forfeited

 

(12,703)

 

 

10.39

 

Unvested as of March 31, 2018

 

918,344

 

$

15.67

 

Granted

 

242,354

 

 

8.10

 

Vested

 

(519,685)

 

 

14.76

 

Unvested as of March 31, 2019

 

641,013

 

$

13.54

 

 

v3.19.1
Revenues
12 Months Ended
Mar. 31, 2019
Revenues.  
Revenues

12. Revenues

 

Revenues comprise the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

Year ended

 

 

 

March 31, 2019

 

March 31, 2018

 

March 31, 2017

Net pool revenues—related party

 

 

$

120,015,771

 

$

106,958,576

 

$

115,753,153

Time charter revenues

 

 

 

37,726,214

 

 

50,176,166

 

 

49,474,510

Voyage charter revenues

 

 

 

 —

 

 

2,068,491

 

 

1,296,952

Other revenues, net

 

 

 

290,500

 

 

131,527

 

 

922,556

Total revenues

 

 

$

158,032,485

 

$

159,334,760

 

$

167,447,171

 

Net pool revenues—related party depend upon the net results of the Helios Pool, and the operating days and pool points for each vessel. Refer to Notes 2 and 3 above for further information.

 

Other revenues, net represent income from charterers relating to reimbursement of voyage expenses such as costs for security guards and war risk insurance.

v3.19.1
Voyage Expenses
12 Months Ended
Mar. 31, 2019
Voyage Expenses.  
Voyage Expenses

13. Voyage Expenses

 

Voyage expenses comprise the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Year ended

 

 

 

March 31, 2019

 

March 31, 2018

 

March 31, 2017

 

Bunkers

 

$

756,354

 

$

817,676

 

$

804,371

 

Port charges and other related expenses

 

 

167,230

 

 

539,605

 

 

886,651

 

Brokers’ commissions

 

 

440,955

 

 

631,659

 

 

684,302

 

Security cost

 

 

277,487

 

 

117,368

 

 

390,330

 

War risk insurances

 

 

13,052

 

 

12,310

 

 

40,704

 

Other voyage expenses

 

 

42,805

 

 

95,155

 

 

159,620

 

Total

 

$

1,697,883

 

$

2,213,773

 

$

2,965,978

 

 

v3.19.1
Vessel Operating Expenses
12 Months Ended
Mar. 31, 2019
Vessel Operating Expenses.  
Vessel Operating Expenses

14. Vessel Operating Expenses

 

 

Vessel operating expenses comprise the following: