DORIAN LPG LTD. - Quarter Report: 2022 December (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-36437

Dorian LPG Ltd.

(Exact name of registrant as specified in its charter)


Marshall Islands		66-0818228
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
c/o Dorian LPG (USA) LLC
27 Signal Road, Stamford, CT		06902
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (203) 674-9900

Former name, former address and former fiscal year, if changed since last report: Not Applicable

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	LPG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐
Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of January 27, 2023, there were 40,350,535 shares of the registrant’s common stock outstanding.

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FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), including analyses and other information based on forecasts of future results and estimates of amounts not yet determinable and statements relating to our future prospects, developments and business strategies. Such forward-looking statements are intended to be covered by the safe harbor provided for under the sections referenced in the immediately preceding sentence and the PSLRA. Forward-looking statements are generally identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “might,” “pending,” “plan,” “possible,” “potential,” “predict,” “project,” “seeks,” “should,” “targets,” “will,” “would,” and similar terms and phrases, including references to assumptions. Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual future activities and results of operations to differ materially from future results expressed, projected, or implied by those forward-looking statements in this quarterly report.

These risks include the risks that are identified in the “Risk Factors” section of this quarterly report and of our Annual Report on Form 10-K for the fiscal year ended March 31, 2022, and also include, among others, risks associated with the following:

●

our future operating or financial results;

●

our business strategies, including with respect to acquisitions and chartering, and expected capital spending or operating expenses, as well as any difficulty we may have in managing planned growth properly;

●

shipping trends, including changes in charter rates applicable to alternative propulsion technologies, exhaust gas cleaning system (commonly referred to as a “scrubber”) equipped and non-scrubber equipped vessels, scrapping rates and vessel and other asset values;

●

changes in trading patterns that impact tonnage requirements, including without limitation, the current war in Ukraine;

●

compliance with laws, treaties, rules, regulations and policies (including amendments or other changes thereto) applicable to the liquefied petroleum gas, or LPG, shipping industry, including, without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries, as well as the impact and costs of our compliance with, and the potential of liability under, such laws, treaties, rules, regulations and policies;

●

investors’, banks’, counterparties’ and other stakeholders’ increasing emphasis on environmental and safety concerns and increasing scrutiny and changing expectations with respect to public company Environmental, Social and Governance (ESG) policies and costs related to compliance with ESG measures;

●

general economic conditions and specific economic conditions in the oil and natural gas industry and the countries and regions where LPG is produced and consumed, including the impact of central bank policies, intended to combat inflation and rising interest rates, on the demand for LPG;

●

completion of infrastructure projects to support marine transportation of LPG, including export terminals and pipelines;

●

factors affecting supply of and demand for LPG including propane, butane, isobutane, propylene and mixtures of these gases, LPG shipping, and LPG vessels, including, among other things: the production levels, price and worldwide consumption and storage of oil, refined petroleum products and natural gas, including production from United States shale fields; any oversupply of or limited demand for LPG vessels comparable to ours or higher specification vessels; trade conflicts and the imposition of tariffs or otherwise

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on LPG resulting from domestic and international political and geopolitical conditions, including the ongoing conflict between Russia and Ukraine; and shifts in consumer demand from LPG towards other energy sources;

●

any decrease in the value of the charter-free market values of our vessels or reduction in our charter hire rates and profitability associated with such vessels as a result of increase in the supply of or decrease in the demand for LPG, LPG shipping or LPG vessels;

●

business disruptions, including supply chain issues, due to damage to storage or receiving facilities, or natural disasters;

●

greater than anticipated levels of LPG vessel newbuilding orders or lower than anticipated rates of LPG vessel scrapping;

●

the aging of the Company’s fleet which could result in increased operating costs, impairment or loss of hire;

●

our ability to profitably employ our vessels, including vessels participating in the Helios Pool (defined below);

●

unavailability of spot charters and the volatility of prevailing spot market charter rates, which may affect our ability to realize the expected benefits from our time chartered-in vessels, including those in the Helios Pool;

●

failure of our charterers or other counterparties to meet their obligations under our charter agreements;

●

shareholders’ reliance on us to enforce our rights against contract counterparties;

●

competition in the LPG shipping industry, including our ability to compete successfully for future chartering opportunities and newbuilding opportunities (if any);

●

future purchase prices of newbuildings and secondhand vessels and timely deliveries of such vessels (if any) and, relatedly, the risks associated with the purchase of second-hand vessels;

●

the performance of the Helios Pool, including the failure of its significant customers to perform their obligations and the loss or reduction in business from its significant customers (or if the same were to occur with respect to our significant customers);

●

the availability of (and our ability to obtain such) financing and capital to refinance existing indebtedness and to fund capital expenditures, acquisitions and other general corporate purposes, the terms of such financing or capital and our ability to comply with the restrictions and other covenants set forth in our existing and future debt agreements and financing arrangements (and our ability to repay or refinance our existing debt and settling of interest rate swaps, if any);

●

our costs, including crew wages, insurance, provisions, repairs and maintenance, general and administrative expenses, drydocking, and bunker prices, as applicable;

●

any inability to retain and recruit qualified key executives, key employees, key consultants or skilled workers and, relatedly, our dependence on key personnel and the availability of skilled workers, and the related labor costs, including as a result of the ongoing conflict between Russia and Ukraine;

●

the potential difference in interests between or among certain of our directors, officers, key executives and shareholders;

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●

quality and efficiency requirements from customers and developments regarding the technologies relating to oil exploration and the effects of and our ability to implement new products and new technology available in our industry, including with respect to equipment propulsion and overall vessel efficiency, including the reduction of traditional emissions;

●

potential changes in regulation that would require the installation of Engine Power Limitation (EPL) systems on our vessels to reduce fuel use and carbon emissions, and increase the level of energy efficiency or, more generally, changes in global regional, and local regulatory requirements in respect of decarbonization, which could affect fuel cost, vessel speeds, or trading areas and could impose costs on certain air emissions;

●

operating hazards in the maritime transportation industry, and catastrophic events, including accidents, political events, public health threats (including the outbreak of communicable diseases), international hostilities and instability, armed conflict, piracy, attacks on vessels or other petroleum-related infrastructures and acts by terrorists, which may cause potential disruption of shipping routes;

●

the length and severity of the ongoing coronavirus pandemic (COVID-19), including its impact on the demand for commercial seaborne transportation of LPG and the condition of financial markets and the potential associated impacts to our global operations;

●

the adequacy of our insurance coverage in the event of a catastrophic event;

●

the failure to protect our information systems against security breaches, or the failure or unavailability of these systems for a significant period;

●

the arresting or attachment of one or more of our vessels by maritime claimants;

●

compliance with and changes to governmental, tax, environmental and safety laws and regulations, which may add to our costs or the costs of our customers;

●

fluctuations in currencies, foreign exchange rates, and interest rates including, but not limited to, the Secured Overnight Financing Rate (“SOFR”) and the London Interbank Offered Rate for US Dollars (“LIBOR”);

●

the impact of the discontinuance of LIBOR after June 30, 2023 on any of our debt referencing LIBOR in the interest rate or any impacts from the use of SOFR or such other benchmarks as we may be required to use;

●

compliance with the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, or other applicable regulations relating to bribery;

●

the volatility of the price of shares of our common stock (our “common shares”) and future sales of our common shares;

●

our incorporation under the laws of the Republic of the Marshall Islands and the different rights to relief that may be available compared to other countries, including the United States;

●

congestion at or blockages of ports or canals;

●

any developments in the existing Panama Canal transportation structure as a result of the study announced by the Panamanian government and Energy Transfer LP to analyze the prospects of building an LPG pipeline, potentially running beside the existing Panama Canal and linking the Atlantic Ocean with the Pacific Ocean;

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●

if we are required to pay tax on U.S. source income;

●

if we are treated as a “passive foreign investment company” and

●

other factors detailed in this report and from time to time in our periodic reports.

Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations proves to be inaccurate or is not realized. You should thoroughly read this report with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this report include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the forward-looking statements by these cautionary statements.

We caution readers of this report not to place undue reliance on forward-looking statements. Any forward-looking statements contained herein are made only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

As used in this quarterly report and unless otherwise indicated, references to “Dorian,” the “Company,” “we,” “our,” “us,” or similar terms refer to Dorian LPG Ltd. and its subsidiaries.

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Dorian LPG Ltd.

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PART I.	FINANCIAL INFORMATION

ITEM 1.		FINANCIAL STATEMENTS
		Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022 and March 31, 2022	1
		Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2022 and December 31, 2021	2
		Unaudited Condensed Consolidated Statements of Shareholders' Equity for the nine months ended December 31, 2022 and December 31, 2021	3
		Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2022 and December 31, 2021	4
		Notes to Unaudited Condensed Consolidated Financial Statements	5

ITEM 2.		MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
ITEM 4.		CONTROLS AND PROCEDURES	32


PART II.	OTHER INFORMATION

ITEM 1.		LEGAL PROCEEDINGS	33
ITEM 1A.		RISK FACTORS	33
ITEM 6.		EXHIBITS	33

EXHIBIT INDEX			34
SIGNATURES			35

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Dorian LPG Ltd.

Unaudited Condensed Consolidated Balance Sheets

(Expressed in United States Dollars, except for share data)


	As of		As of
	December 31, 2022		March 31, 2022
Assets
Current assets
Cash and cash equivalents	$	129,816,670	$	236,758,927
Trade receivables, net and accrued revenues		8,290,143		853,060
Due from related parties		77,922,053		57,782,831
Inventories		2,612,904		2,266,351
Prepaid expenses and other current assets		9,415,894		10,232,083
Total current assets		228,057,664		307,893,252
Fixed assets
Vessels, net		1,193,974,225		1,238,061,690
Vessel under construction		26,045,036		16,401,532
Other fixed assets, net		37,241		54,101
Total fixed assets		1,220,056,502		1,254,517,323
Other non-current assets
Deferred charges, net		8,945,598		9,839,000
Derivative instruments		11,359,543		6,512,479
Due from related parties—non-current		20,900,000		19,800,000
Restricted cash—non-current		75,360		77,987
Operating lease right-of-use assets		38,877,468		8,087,014
Other non-current assets		2,134,886		635,038
Total assets	$	1,530,407,021	$	1,607,362,093
Liabilities and shareholders’ equity
Current liabilities
Trade accounts payable	$	9,965,969	$	9,541,131
Accrued expenses		6,201,359		3,801,448
Due to related parties		6,041,597		37,433
Deferred income		117,410		813,967
Current portion of long-term operating lease liabilities		8,396,020		8,073,364
Current portion of long-term debt		52,136,738		72,075,571
Dividends payable		1,011,126		494,180
Total current liabilities		83,870,219		94,837,094
Long-term liabilities
Long-term debt—net of current portion and deferred financing fees		577,202,083		590,687,387
Long-term operating lease liabilities		30,488,622		—
Other long-term liabilities		1,518,817		1,686,197
Total long-term liabilities		609,209,522		592,373,584
Total liabilities		693,079,741		687,210,678
Commitments and contingencies
Shareholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued nor outstanding		—		—
Common stock, $0.01 par value, 450,000,000 shares authorized, 51,595,898 and 51,321,695 shares issued, 40,350,535 and 40,185,042 shares outstanding (net of treasury stock), as of December 31, 2022 and March 31, 2022, respectively		515,960		513,217
Additional paid-in-capital		763,547,096		760,105,994
Treasury stock, at cost; 11,245,363 and 11,136,653 shares as of December 31, 2022 and March 31, 2022, respectively		(122,896,838)		(121,226,936)
Retained earnings		196,161,062		280,759,140
Total shareholders’ equity		837,327,280		920,151,415
Total liabilities and shareholders’ equity	$	1,530,407,021	$	1,607,362,093

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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Dorian LPG Ltd.

Unaudited Condensed Consolidated Statements of Operations

(Expressed in United States Dollars)


	Three months ended				Nine months ended
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Revenues
Net pool revenues—related party	$	96,558,251	$	62,856,243	$	237,314,421	$	174,739,894
Time charter revenues		5,971,056		5,301,134		17,410,513		15,915,876
Other revenues, net		792,949		442,405		1,389,231		3,981,608
Total revenues		103,322,256		68,599,782		256,114,165		194,637,378
Expenses
Voyage expenses		424,343		779,746		2,567,506		3,200,751
Charter hire expenses		5,215,144		4,917,012		15,975,622		10,829,050
Vessel operating expenses		17,919,058		18,205,762		52,541,678		56,916,054
Depreciation and amortization		15,959,727		16,859,224		47,706,925		50,771,237
General and administrative expenses		6,947,964		5,867,454		24,537,134		23,257,989
Total expenses		46,466,236		46,629,198		143,328,865		144,975,081
Gain on disposal of vessels		—		—		—		3,466,210
Other income—related parties		638,055		580,388		1,793,595		1,793,663
Operating income		57,494,075		22,550,972		114,578,895		54,922,170
Other income/(expenses)
Interest and finance costs		(8,636,387)		(7,412,231)		(28,592,104)		(18,619,712)
Interest income		1,165,596		53,792		2,341,085		279,195
Unrealized gain/(loss) on derivatives		(700,015)		3,056,741		4,847,064		4,205,465
Realized gain/(loss) on derivatives		1,404,004		(895,782)		1,997,815		(2,714,337)
Other gain/(loss), net		536,437		(772,607)		1,250,140		(1,520,993)
Total other income/(expenses), net		(6,230,365)		(5,970,087)		(18,156,000)		(18,370,382)
Net income	$	51,263,710	$	16,580,885	$	96,422,895	$	36,551,788

Weighted average shares outstanding:
Basic		40,091,299		39,890,674		40,004,100		40,305,902
Diluted		40,254,774		40,025,399		40,178,642		40,460,665

Earnings per common share—basic	$	1.28	$	0.42	$	2.41	$	0.91
Earnings per common share—diluted	$	1.27	$	0.41	$	2.40	$	0.90

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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Dorian LPG Ltd.

Unaudited Condensed Consolidated Statements of Shareholders’ Equity

(Expressed in United States Dollars, except for number of shares)


	Number of					Additional
	common	Common		Treasury		paid-in		Retained
	shares	stock		stock		capital		Earnings		Total
Balance, April 1, 2021	51,071,409	$	510,715	$	(99,862,114)	$	756,776,217	$	289,400,512	$	946,825,330
Net income for the period	—		—		—		—		5,869,100		5,869,100
Restricted share award issuances	15,800		158		—		(158)		—		—
Stock-based compensation	—		—		—		647,124		—		647,124
Purchase of treasury stock	—		—		(14,793,180)		—		—		(14,793,180)
Balance, June 30, 2021	51,087,209	$	510,873	$	(114,655,294)	$	757,423,183	$	295,269,612	$	938,548,374
Net income for the period	—		—		—		—		14,101,803		14,101,803
Restricted share award issuances	188,400		1,884		—		(1,884)		—		—
Dividend	—		—		—		—		(40,437,434)		(40,437,434)
Stock-based compensation	—		—		—		1,290,254		—		1,290,254
Purchase of treasury stock	—		—		(6,553,707)		—		—		(6,553,707)
Balance, September 30, 2021	51,275,609	$	512,757	$	(121,209,001)	$	758,711,553	$	268,933,981	$	906,949,290
Net income for the period	—		—		—		—		16,580,885		16,580,885
Restricted share award issuances	—		—		—		—		—		—
Stock-based compensation	—		—		—		678,823		—		678,823
Purchase of treasury stock	—		—		(17,935)		—		—		(17,935)
Balance, December 31, 2021	51,275,609	$	512,757	$	(121,226,936)	$	759,390,376	$	285,514,866	$	924,191,063

	Number of					Additional
	common	Common		Treasury		paid-in		Retained
	shares	stock		stock		capital		Earnings		Total
Balance, April 1, 2022	51,321,695	$	513,217	$	(121,226,936)	$	760,105,994	$	280,759,140	$	920,151,415
Net income for the period	—		—		—		—		24,847,720		24,847,720
Restricted share award issuances	15,750		158		—		(158)		—		—
Dividend	—		—		—		—		(100,337,605)		(100,337,605)
Stock-based compensation	—		—		—		658,872		—		658,872
Purchase of treasury stock	—		—		(971,067)		—		—		(971,067)
Balance, June 30, 2022	51,337,445	$	513,375	$	(122,198,003)	$	760,764,708	$	205,269,255	$	844,349,335
Net income for the period	—		—		—		—		20,311,465		20,311,465
Restricted share award issuances	240,751		2,408		—		(2,408)		—		—
Dividend	—		—		—		—		(40,332,833)		(40,332,833)
Stock-based compensation	—		—		—		1,740,328		—		1,740,328
Purchase of treasury stock	—		—		(698,835)		—		—		(698,835)
Balance, September 30, 2022	51,578,196	$	515,783	$	(122,896,838)	$	762,502,628	$	185,247,887	$	825,369,460
Net income for the period	—		—		—		—		51,263,710		51,263,710
Restricted share award issuances	17,702		177		—		(177)		—		—
Dividend	—		—		—		—		(40,350,535)		(40,350,535)
Stock-based compensation	—		—		—		1,044,645		—		1,044,645
Balance, December 31, 2022	51,595,898	$	515,960	$	(122,896,838)	$	763,547,096	$	196,161,062	$	837,327,280

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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Dorian LPG Ltd.

Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in United States Dollars)


	Nine months ended
	December 31, 2022		December 31, 2021
Cash flows from operating activities:
Net income	$	96,422,895	$	36,551,788
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		47,706,925		50,771,237
Amortization of operating lease right-of-use assets		7,196,279		7,148,483
Amortization of financing costs		5,210,541		3,232,626
Unrealized gain on derivatives		(4,847,064)		(4,205,465)
Stock-based compensation expense		3,443,845		2,616,201
Gain on disposal of vessel		—		(3,466,210)
Unrealized foreign currency (gain)/loss, net		527,028		205,279
Other non-cash items, net		(1,743,887)		1,342,894
Changes in operating assets and liabilities
Trade receivables, net and accrued revenue		(7,437,083)		202,221
Prepaid expenses and other current assets		274,780		(960,151)
Due from related parties		(21,239,222)		10,148,374
Inventories		(346,553)		(408,693)
Other non-current assets		310,393		(11,743)
Operating lease liabilities—current and long-term		(7,150,782)		(7,158,734)
Trade accounts payable		(376,919)		(352,460)
Accrued expenses and other liabilities		2,392,779		(3,998,726)
Due to related parties		6,004,164		242,879
Payments for drydocking costs		(304,514)		(3,128,235)
Net cash provided by operating activities		126,043,605		88,771,565
Cash flows from investing activities:
Payments for vessel under construction and vessel capital expenditures		(10,139,570)		(22,225,882)
Purchase of long-term investments		(1,801,582)		—
Purchase of investment securities		—		(2,250,681)
Proceeds from sale of investment securities		2,003,458		3,742,429
Proceeds from disposal of vessel		—		43,283,021
Net cash provided by/(used in) investing activities		(9,937,694)		22,548,887
Cash flows from financing activities:
Proceeds from long-term debt borrowings		290,000,000		83,400,000
Repayment of long-term debt borrowings		(324,390,585)		(100,526,209)
Repurchase of common stock		(1,669,902)		(21,346,885)
Financing costs paid		(6,266,267)		(1,357,545)
Dividends paid		(180,504,027)		(40,210,344)
Net cash used in financing activities		(222,830,781)		(80,040,983)
Effects of exchange rates on cash and cash equivalents		(220,014)		(119,817)
Net increase/(decrease) in cash, cash equivalents, and restricted cash		(106,944,884)		31,159,652
Cash, cash equivalents, and restricted cash at the beginning of the period		236,836,914		84,727,199
Cash, cash equivalents, and restricted cash at the end of the period	$	129,892,030	$	115,886,851

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

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Dorian LPG Ltd.

Notes to Unaudited Condensed 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. Specifically, Dorian and its subsidiaries (together “we”, “us”, “our”, or the “Company”) are focused on owning and operating very large gas carriers (“VLGCs”), each with a cargo carrying capacity of greater than 80,000 cbm, in the LPG shipping industry. As of December 31, 2022, our fleet consists of twenty-two VLGCs, including nineteen fuel-efficient 84,000 cbm ECO-design VLGCs (“ECO-VLGCs”), one 82,000 cbm VLGC and two time chartered-in ECO-VLGCs. As of December 31, 2022, thirteen of our ECO-VLGCs, including one of our time chartered-in ECO-VLGCs, are equipped with exhaust gas cleaning systems (commonly referred to as “scrubbers”) to reduce sulfur emissions. We have commitments related to scrubbers on an additional three of our VLGCs. We provide in-house commercial management services for all of our vessels, including our vessels deployed in the Helios Pool (defined below), which may also receive commercial management services from Phoenix (defined below). Excluding our time chartered-in vessels, we provide in-house technical management services for all of our vessels, including our vessels deployed in the Helios Pool (defined below).

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

The unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and related Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, all adjustments, consisting of normal recurring items, necessary for a fair presentation of financial position, operating results and cash flows have been included in the unaudited interim condensed consolidated financial statements and related notes. The unaudited interim condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended March 31, 2022 included in our Annual Report on Form 10-K filed with the SEC on June 2, 2022.

Our interim results are subject to seasonal and other fluctuations, and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.

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Our subsidiaries as of December 31, 2022, which are all wholly-owned and are incorporated in the Republic of the Marshall Islands (unless otherwise noted), are listed below.

Vessel Subsidiaries


	Type of
Subsidiary	vessel	Vessel’s name	Built	CBM⁽¹⁾
CJNP LPG Transport LLC	VLGC	Captain John NP	2007	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	2015	84,000
Dorian Shanghai LPG Transport LLC	VLGC	Cougar⁽²⁾	2015	84,000
Concorde LPG Transport LLC	VLGC	Concorde	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⁽²⁾	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⁽²⁾	2015	84,000
Dorian Cape Town LPG Transport LLC	VLGC	Chaparral⁽²⁾	2015	84,000
Dorian Tokyo LPG Transport LLC	VLGC	Copernicus⁽²⁾	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⁽²⁾	2016	84,000
Dorian Sakura LPG Transport LLC⁽³⁾	VLGC	Hull No. 1755	2023⁽⁴⁾	84,000

Management and Other 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)
Dorian LPG Chartering LLC
Dorian LPG FFAS LLC

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

(2)	Operated pursuant to a bareboat charter agreement as of December 31, 2022. Refer to Note 7 below for further information.

(3)	Upon delivery, the applicable vessel will be operated pursuant to a bareboat charter agreement. Refer to Note 15 below for further information.

(4)	The applicable vessel is expected to be delivered in calendar year 2023.

COVID-19

Since the beginning of calendar year 2020, the COVID-19 pandemic has negatively affected economic conditions, supply chains, labor markets, demand for certain shipped goods both regionally and globally, and has also negatively impacted and may continue to impact our operations and the operations of our customers and suppliers. Over the course of the pandemic, measures taken to mitigate the spread of the COVID-19 virus have included travel bans, quarantines, social distancing, limitations on public gatherings, impositions on supply chain logistics, lockdowns and other emergency public health measures, resulting in a significant reduction in overall global economic activity and extreme volatility in the global financial markets.

At present, we cannot fully ascertain the impact of COVID-19 on the Company’s future operational performance and financial results. To date, we have experienced increases in crew wages and related costs, particularly in crew travel and medical costs and certain spares and stores and associated transport costs due to COVID-19. Further impacts may be of greater magnitude and may be reflected in different cost items than we have experienced up to this point. If a resurgence of COVID-19, including due to new variants, results in travel restrictions, supply chain disruptions, and other impediments

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to the orderly conduct of seaborne trade, such as those caused by China’s “zero-covid” policy, there may be an additional material adverse effect on our results of operations, cash flows and financial condition.

2. Significant Accounting Policies

The same accounting policies have been followed in these unaudited interim condensed consolidated financial statements as those applied in the preparation of our consolidated audited financial statements for the year ended March 31, 2022 (refer to Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022).

Accounting Pronouncements Not Yet Adopted

In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).” ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. This ASU was effective for adoption at any time between March 12, 2020 and December 31, 2022. In December 2022, the Financial Accounting Standards Board issued ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”).” ASU 2022-06 defers the sunset date included within Topic 848 from December 31, 2022, to December 31, 2024. We have determined that the adoption of this ASU would have an immaterial effect on our financial statements.

3. Transactions with Related Parties

Dorian (Hellas), S.A.

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

Dorian LPG (USA) LLC and its subsidiaries entered into an agreement with DHSA, retroactive to July 2014 and superseding an agreement between Dorian LPG (UK) Ltd. and DHSA, for the provision by Dorian LPG (USA) LLC and its subsidiaries of certain chartering and marine operation services to DHSA, for which income was earned and included in “Other income-related parties” totaling less than $0.1 million for both the three months ended December 31, 2022 and 2021 and $0.1 million for both the nine months ended December 31, 2022 and 2021.

As of December 31, 2022, $0.8 million was due from DHSA and included in “Due from related parties” in the unaudited interim condensed consolidated balance sheet. As of March 31, 2022, $1.0 million was due from DHSA and included in “Due from related parties” in the audited consolidated balance sheet.

Helios LPG Pool LLC

On April 1, 2015, Dorian and Phoenix began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under variable rate time charters to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared. We hold a 50% interest in the Helios Pool as a joint venture with Phoenix and all significant rights and obligations are equally shared by both parties. All profits of the Helios Pool are distributed to the pool participants based on pool points assigned to each vessel as variable charter hire and, as a result, there are no profits available to the equity investors as a 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

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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 December 31, 2022, the Helios Pool operated twenty-three VLGCs, including twenty vessels from our fleet (including two vessels time chartered-in from unrelated parties) and three Phoenix vessels.

As of December 31, 2022, we had net receivables from the Helios Pool of $91.9 million (net of amounts due to Helios Pool of $6.0 million which are reflected under “Due to related Parties”), including $22.0 million of working capital contributed for the operation of our vessels in the pool (of which $1.1 million was classified as current). As of March 31, 2022, we had net receivables from the Helios Pool of $76.5 million (net of an amount due to Helios Pool of $0.1 million which are reflected under “Due to related Parties”), including $23.1 million of working capital contributed for the operation of our vessels in the pool (of which $3.3 million was classified as current). Our maximum exposure to losses from the pool as of December 31, 2022 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 and has appointed both as the exclusive commercial managers of pool vessels. Dorian LPG (DK) ApS has assumed the responsibilities of Dorian LPG (UK) Ltd. under such agreements with the consolidation of our London, United Kingdom office into our Copenhagen, Denmark office. Fees for such services earned by Dorian LPG (DK) ApS are included in “Other income-related parties” in the unaudited interim condensed consolidated statement of operations and were $0.6 million and $0.5 million for the three months ended December 31, 2022, and 2021, respectively, and $1.6 million for both the nine months ended December 31, 2022 and 2021. Additionally, we receive a fixed reimbursement of expenses such as costs for security guards and war risk insurance for vessels operating in high risk areas from the Helios Pool, for which we earned $0.6 million and $0.4 million for the three months ended December 31, 2022, and 2021, respectively, and $1.1 million and $1.9 million for the nine months ended December 31, 2022, and 2021, respectively, and are included in “Other revenues, net” in the unaudited interim condensed consolidated statements of operations.

Through our vessel owning subsidiaries, we have chartered vessels to the Helios Pool during the nine months ended December 31, 2022 and 2021. The time charter revenue from the Helios Pool is variable depending upon the net results of the pool, operating days and pool points for each vessel. The Helios Pool enters into voyage and time charters with external parties and receives freight and related revenue and, where applicable, incurs voyage costs such as bunkers, port costs and commissions. At the end of each month, the Helios Pool calculates net pool revenues using gross revenues, less voyage expenses of all pool vessels, less fixed time charter hire for any chartered-in vessels, less the general and administrative expenses of the pool as variable rate time charter hire for the relevant vessel to participants based on pool points (vessel attributes such as cargo carrying capacity, scrubber-equipped, fuel consumption, and speed are taken into consideration) and number of days the vessel participated in the pool in the period. Net pool revenues, less any amounts required for working capital of the Helios Pool, are distributed, to the extent they have been collected from third-party customers of the Helios Pool. We recognize net pool revenues on a monthly basis, when each relevant vessel has participated in the pool during the period and the amount of net pool revenues for the month can be estimated reliably. Revenue earned from the Helios Pool is presented in Note 12.

4. Deferred Charges, Net

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


	Drydocking
	costs
Balance, April 1, 2022	$	9,839,000
Additions		1,219,522
Amortization		(2,112,924)
Balance, December 31, 2022	$	8,945,598

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5. Vessels, Net


			Accumulated
	Cost		depreciation		Net book Value
Balance, April 1, 2022	$	1,638,075,449	$	(400,013,759)	$	1,238,061,690
Other additions		1,505,563		—		1,505,563
Depreciation		—		(45,593,028)		(45,593,028)
Balance, December 31, 2022	$	1,639,581,012	$	(445,606,787)	$	1,193,974,225

Additions to vessels, net, mainly consisted of scrubber purchases and installation costs and other capital improvements for certain of our VLGCs during the nine months ended December 31, 2022. Our vessels, with a total carrying value of $1,157.0 million and $1,198.7 million as of December 31, 2022 and March 31, 2022, respectively, are first-priority mortgaged as collateral for our long-term debt (refer to Note 7 below). Captain John NP is our only VLGC that is not first-priority mortgaged as collateral for our long-term debt as of December 31, 2022 and March 31, 2022. No impairment loss was recorded for the periods presented.

6. Vessel Under Construction

As further described in Note 15, we have entered into a thirteen-year bareboat charter agreement for a newbuilding dual-fuel VLGC that is expected to be delivered from Kawasaki Heavy Industries in March 2023. The analysis and movement of vessel under construction is presented in the table below:


		Net book Value
Balance, April 1, 2022	$	16,401,532
Installment payments		8,000,000
Other capitalized expenditures		642,707
Capitalized interest		1,000,797
Balance, December 31, 2022	$	26,045,036

7. Long-term Debt

2015 AR Facility

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on our $758 million debt financing facility that we entered into in March 2015 with a group of banks and financial institutions, and its amendments and restatements (the “2015 AR Facility”). On April 21, 2022, we prepaid $25.0 million of the 2015 AR Facility’s then outstanding principal using cash on hand, consisting of $11.1 million of the commercial tranche, $11.1 million of the Export-Import Bank of Korea (“KEXIM”) direct tranche, and $2.8 million of the Korea Trade Insurance Corporation (“K-sure”) insured tranche. On May 19, 2022, we prepaid $20.0 million of the 2015 AR Facility’s then outstanding principal related to Cougar using proceeds from the Cougar Japanese Financing (defined below). On August 4, 2022, we prepaid the outstanding balance of each tranche in full totaling $158.7 million using proceeds from the 2022 Debt Facility (defined below).

BALCAP Facility

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on our $83.4 million debt financing facility that we entered into in December 2021 with Banc of America Leasing & Capital, LLC and other financial institutions (the “BALCAP Facility”).

We were in compliance with all financial covenants as of December 31, 2022.

2022 Debt Facility

On July 29, 2022, we entered into a $260.0 million debt financing facility (the “2022 Debt Facility”) with Crédit Agricole Corporate and Investment Bank (“CACIB”), ING Bank N.V. (“ING”), Skandinaviska Enskilda Banken AB (publ) (“SEB”), BNP Paribas (“BNP”), and Danish Ship Finance A/S (“DSF”) to refinance indebtedness under

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the 2015 AR Facility and the Concorde Japanese Financing, and to releverage Corvette following the repurchase of that vessel from its owners on July 21, 2022. The 2022 Debt Facility consists of (i) a term loan facility in an aggregate principal amount of $240.0 million and (ii) a revolving credit facility in an aggregate principal amount of up to $20.0 million. The loan comprised two separate drawdowns with $216.0 million drawn on August 4, 2022 relating to nine of our VLGCs, and the remaining $24.0 million relating to Concorde drawn on September 6, 2022. The term loan is for a period of seven (7) years with an interest rate of SOFR plus a margin of 2.20%. The margin can be decreased by five basis points if the leverage ratio (which is based on the ratio of the debt outstanding to the aggregate market value of our vessels secured under the 2022 Debt Facility) is less than 35% or increased by five basis points if it is greater than or equal to 45%. The 2022 Debt Facility agreement also includes a provision to receive a five basis point increase or reduction in the margin for reductions in our average efficiency ratio (which weighs carbon emissions for a voyage against the design deadweight of a vessel and the distance traveled on such voyage) versus the level set by the International Maritime Organization. This is calculated annually and, as of December 31, 2022, our margin has been reduced by five basis points to 2.15%.

The 2022 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’ mandatory insurances and earnings and management agreements; (iii) first priority pledge in respect of all 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 to non-Helios LPG Pool parties with an original tenor greater than 13 months; and (v) a guaranty by the Company guaranteeing the obligations of the borrower and other guarantors under the facility agreement. The 2022 Debt Facility further provides that the facility is secured by assignments of the borrower’s rights under any hedging contracts in connection with the facility.

The 2022 Debt Facility also contains customary covenants that require us to maintain adequate insurance coverage and to properly maintain the vessels. 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 on paying dividends if an event of default has occurred and is continuing, or if an event of default would result therefrom.

The following financial covenants are the most restrictive from the 2022 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 and its amendments:

●

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 $400 million;

●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 not be less than 145%; and

●

Minimum liquidity covenant of the greater of (i) $27.5 million and (ii) 5% of consolidated interest-bearing debt.

We were in compliance with all financial covenants as of December 31, 2022.

Corsair Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing of our 2014-built VLGC, Corsair, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Corsair Japanese Financing”).

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Concorde Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing of our 2015-built VLGC, Concorde, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Concorde Japanese Financing”). On June 6, 2022, we exercised our repurchase option under the Concorde Japanese Financing by providing a three-month notice to the owners of Concorde of our intent to repurchase the vessel for approximately $41.2 million, including fees, in cash and application of the deposit amount of $14.0 million. The repurchase transaction was completed on September 6, 2022.

Corvette Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing of our 2015-built VLGC, Corvette, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Corvette Japanese Financing”). On June 6, 2022, we exercised our repurchase option under the Corvette Japanese Financing by providing a 45-day notice to the owners of Corvette of our intent to repurchase the vessel for $42.2 million, including fees, in cash and application of the deposit amount of $14.0 million. The repurchase transaction was completed on July 21, 2022.

CNML Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing our 2008-built VLGC, Captain Nicholas ML, pursuant to a memorandum of agreement and a bareboat charter agreement (the “CNML Japanese Financing”).

Cresques Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing our 2015-built VLGC, Cresques, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cresques Japanese Financing”).

Cratis Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing our 2015-built VLGC, Cratis, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Cratis Japanese Financing”).

Copernicus Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing our 2015-built VLGC, Copernicus, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Copernicus Japanese Financing”).

Chaparral Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing our 2015-built VLGC, Chaparral, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Chaparral Japanese Financing”).

Caravelle Japanese Financing

Refer to Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 for information on the refinancing our 2016-built VLGC, Caravelle, pursuant to a memorandum of agreement and a bareboat charter agreement (the “Caravelle Japanese Financing”).

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Cougar Japanese Financing

On May 19, 2022, we refinanced a 2015-built VLGC, Cougar, pursuant to a memorandum of agreement and a bareboat charter agreement. In connection therewith, we transferred Cougar to the buyer for $70.0 million and, as part of the agreement, Dorian Shanghai LPG Transport LLC, our wholly-owned subsidiary, bareboat chartered the vessel back for a period of 10 years, with purchase options from the end of year 3 onwards through a mandatory buyout by 2032. We continue to technically manage, commercially charter, and operate Cougar. We received $50.0 million in cash as part of the transaction with $20.0 million to be retained by the buyer as a deposit (the “Cougar 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 10-year bareboat charter term. The refinancing proceeds of $50.0 million were used to prepay $20.0 million of the 2015 AR Facility’s then outstanding principal amount. The remaining proceeds will be used to pay legal fees associated with this transaction and for general corporate purposes. This transaction will be treated as a financing transaction and Cougar will continue to be recorded as an asset on our balance sheet. This debt financing has a floating interest rate of three-month SOFR plus a margin of 2.45%, not including financing costs of $0.4 million, monthly broker commission fees of 1.25% over the 10-year term on interest and principal payments made, broker commission fees of 0.5% on the exercise of the purchase option or obligation excluding the Cougar Deposit, and a quarterly fixed straight-line principal obligation of approximately $0.9 million over the 10-year term with a balloon payment of $14.0 million.

Debt Obligations

The table below presents our debt obligations:


	December 31, 2022		March 31, 2022
2015 AR Facility
Commercial Financing	$	—	$	91,651,888
KEXIM Direct Financing		—		44,406,733
KEXIM Guaranteed		—		47,190,358
K-sure Insured		—		23,132,295
Total 2015 AR Facility	$	—	$	206,381,274

2022 Debt Facility	$	230,000,000	$	—

Japanese Financings
Corsair Japanese Financing	$	35,208,334	$	37,645,833
Concorde Japanese Financing		—		42,269,231
Corvette Japanese Financing		—		42,807,692
Cresques Japanese Financing		43,095,000		45,660,000
Cratis Japanese Financing		46,600,000		49,660,000
Copernicus Japanese Financing		46,600,000		49,660,000
Chaparral Japanese Financing		62,934,348		64,662,242
Caravelle Japanese Financing		47,000,000		49,700,000
Cougar Japanese Financing		48,200,000		—
Total Japanese Financings	$	329,637,682	$	382,064,998

BALCAP Facility	$	75,992,178	$	81,574,172

Total debt obligations	$	635,629,860	$	670,020,444
Less: deferred financing fees		6,291,039		7,257,486
Debt obligations—net of deferred financing fees	$	629,338,821	$	662,762,958

Presented as follows:
Current portion of long-term debt	$	52,136,738	$	72,075,571
Long-term debt—net of current portion and deferred financing fees		577,202,083		590,687,387
Total	$	629,338,821	$	662,762,958

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Deferred Financing Fees

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


	Financing
	costs
Balance, April 1, 2022	$	7,257,486
Additions		4,244,094
Amortization		(5,210,541)
Balance, December 31, 2022	$	6,291,039

8. Leases

Time charter-in contracts

During the nine months ended December 31, 2022, we did not take delivery of any time chartered-in VLGCs. During this period, one existing charter was extended by 11 months that was excluded from operating lease right-of-use asset and lease liability recognition on our consolidated balance sheet. Also, during this period, one existing charter was extended for two years, with two consecutive one-year charterer’s option periods for up to an aggregate of four years, and initially recognized the applicable right-of-use asset and lease liability of $37.7 million on our balance sheet. As of December 31, 2022, the applicable right-of-use asset and lease liability was equal to $37.1 million. As of December 31, 2022, our time chartered-in VLGCs were deployed in the Helios Pool and earned net pool revenues of $9.2 million and $5.5 million for the three months ended December 31, 2022 and 2021, respectively, and $22.7 million and $12.3 million for the nine months ended December 31, 2022, and 2021, respectively.

Charter hire expenses for the VLGCs time chartered in were as follows:


	Three months ended				Nine months ended
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Charter hire expenses	$	5,215,144	$	4,917,012	$	15,975,622	$	10,829,050

Office leases

We currently have operating leases for our offices in Stamford, Connecticut, USA; Copenhagen, Denmark; and Athens, Greece, which we determined to be operating leases and record the lease expense as part of general and administrative expenses in our consolidated statements of operations. The lease for our office in London, United Kingdom expired in August 2022. During the nine months ended December 31, 2022, we extended the leases of our Stamford, Connecticut office and our Athens, Greece office for an additional five and four years, respectively, and entered into a 31-month lease for new premises for our Copenhagen, Denmark office.

Operating lease rent expense related to our office leases was as follows:


	Three months ended				Nine months ended
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Operating lease rent expense	$	135,825	$	148,384	$	453,007	$	464,394

For our office leases and time charter-in arrangement, the discount rate used ranged from 4.92% to 6.34%. The weighted average discount rate used to calculate the lease liability was 6.32%. The weighted average remaining lease term of our office leases and time chartered-in vessel as of December 31, 2022 is 48.9 months.

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Our operating lease right-of-use asset and lease liabilities as of December 31, 2022 were as follows:


Description	Location on Balance Sheet	December 31, 2022
Assets:
Non-current
Office leases	Operating lease right-of-use assets	$	1,766,167
Time charter-in VLGCs	Operating lease right-of-use assets	$	37,111,301

Liabilities:
Current
Office Leases	Current portion of long-term operating leases	$	419,074
Time charter-in VLGCs	Current portion of long-term operating leases	$	7,976,946

Long-term
Office Leases	Long-term operating leases	$	1,354,266
Time charter-in VLGCs	Long-term operating leases	$	29,134,356

Maturities of operating lease liabilities as of December 31, 2022 were as follows:


Less than one year	$	10,577,878
One to three years		21,700,042
Three to five years		11,856,118
Total undiscounted lease payments		44,134,038
Less: imputed interest		(5,249,396)
Carrying value of operating lease liabilities	$	38,884,642

9. Dividends

On May 4, 2022, we announced that our board of directors (“Board of Directors”) declared an irregular cash dividend of $2.50 per share of our common stock to all shareholders of record as of the close of business on May 16, 2022, totaling $100.3 million. We paid $99.7 million on June 2, 2022, with the remaining $0.6 million deferred until certain shares of restricted stock vest.

On June 15, 2022, we paid $0.2 million of dividends that were deferred until the vesting of certain restricted stock.

On August 3, 2022, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on August 15, 2022, totaling $40.3 million. We paid $40.1 million on September 2, 2022 and the remaining $0.2 million is deferred until certain shares of restricted stock vest.

On August 5, 2022, we paid $0.4 million of dividends that were deferred until the vesting of certain restricted stock.

On October 27, 2022, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on November 7, 2022, totaling $40.4 million. We paid $40.1 million on December 6, 2022 and the remaining $0.3 million is deferred until certain shares of restricted stock vest.

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10. Stock Repurchase Authority

On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares (the “2022 Common Share Repurchase Authority”). Under these authorizations, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods. The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interest of our shareholders, and market conditions. As of December 31, 2022, our total purchases under the 2022 Common Share Repurchase Authority totaled 0.05 million shares for an aggregate consideration of $0.7 million. We are not obligated to make any common share repurchases.

11. Stock-Based Compensation Plans

Our stock-based compensation expense is included within general and administrative expenses in the unaudited interim condensed consolidated statements of operations and was $1.0 million and $0.7 million for the three months ended December 31, 2022 and 2021, respectively, and $3.4 million and $2.6 million for the nine months ended December 31, 2022 and 2021 respectively. Unrecognized compensation cost was $2.7 million as of December 31, 2022 and will be recognized over a remaining weighted average life of 2.08 years. For more information on our equity incentive plan, refer to Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022.

A summary of the activity of restricted shares and units awarded under our equity incentive plan as of December 31, 2022 and changes during the nine months ended December 31, 2022, is as follows:


		Weighted-Average
		Grant-Date
Incentive Share/Unit Awards	Number of Shares/Units	Fair Value
Unvested as of April 1, 2022	329,090	$	10.56
Granted	266,350		15.55
Vested	(264,558)		(11.96)
Unvested as of December 31, 2022	330,882	$	13.46

12. Revenues

Revenues comprise the following:


	Three months ended				Nine months ended
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Net pool revenues—related party	$	96,558,251	$	62,856,243	$	237,314,421	$	174,739,894
Time charter revenues		5,971,056		5,301,134		17,410,513		15,915,876
Other revenues, net		792,949		442,405		1,389,231		3,981,608
Total revenues	$	103,322,256	$	68,599,782	$	256,114,165	$	194,637,378

Net pool revenues—related party depend upon the net results of the Helios Pool, and the operating days and pool points for each vessel. Refer to Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022.

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

13. Financial Instruments and Fair Value Disclosures

Our principal financial assets consist of cash and cash equivalents, amounts due from related parties, investment securities, long-term investments and trade accounts receivable. Our principal financial liabilities consist of long-term debt, accounts payable, amounts due to related parties, accrued liabilities, and derivative instruments.

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(a)

Concentration of credit risk: Financial instruments, which may subject us to significant concentrations of credit risk, consist principally of amounts due from our charterers, including the receivables from Helios Pool, and cash and cash equivalents. We limit our credit risk with amounts due from our charterers, including those through the Helios Pool, by performing ongoing credit evaluations of our charterers’ financial condition and generally do not require collateral from our charterers. We limit our credit risk with our cash and cash equivalents and restricted cash by placing it with highly-rated financial institutions.

(b)

Interest rate risk: Our long-term bank loans are primarily based on SOFR and hence we are exposed to movements thereto. We entered into interest rate swap agreements in order to hedge a majority of our variable interest rate exposure related to our 2022 Debt Facility. On August 8, 2022, our interest rate swap with Citibank N.A. was novated to CACIB and BNP with the original amount equally apportioned to each counterparty, an adjustment in the fixed rate from 1.0908% to 0.9208% and a change in the indexed rate from LIBOR to SOFR. On August 25, 2022, our interest rate with ING was amended with an adjustment in the fixed rate from 1.145% to 0.915% and the indexed rate changed from LIBOR to SOFR. Additionally, we have exposure to floating rate movements on two of our Japanese Financings. The Cougar Japanese Financing is subject to SOFR and the Cresques Japanese Financing is the only debt agreement which is subject to LIBOR.

(c)

Fair value measurements: Interest rate swaps are stated at fair value, which is determined using a discounted cash flow approach based on market‑based SOFR swap yield rates. SOFR swap rates are observable at commonly quoted intervals for the full terms of the swaps and, therefore, are considered Level 2 items in accordance with the fair value hierarchy. The fair value of the interest rate swap agreements approximates the amount that we would have to pay or receive for the early termination of the agreements.

The following table summarizes the location on the balance sheet of the financial assets and liabilities that are carried at fair value on a recurring basis, which comprise our financial derivatives, all of which are considered Level 2 items in accordance with the fair value hierarchy:


		December 31, 2022				March 31, 2022
	Other non-current assets		Long-term liabilities		Other non-current assets		Long-term liabilities
Derivatives not designated as hedging instruments	Derivative instruments		Derivative instruments		Derivative instruments		Derivative instruments
Interest rate swap agreements	$	11,359,543	$	—	$	6,512,479	$	—

The effect of derivative instruments within the unaudited interim condensed consolidated statements of operations for the periods presented is as follows:


		Three months ended
Derivatives not designated as hedging instruments	Location of gain/(loss) recognized	December 31, 2022		December 31, 2021
Interest rate swaps—change in fair value	Unrealized gain/(loss) on derivatives		(700,015)		3,056,741
Interest rate swaps—realized gain/(loss)	Realized gain/(loss) on derivatives		1,404,004		(895,782)
Gain/(loss) on derivatives, net		$	703,989	$	2,160,959


		Nine months ended
Derivatives not designated as hedging instruments	Location of gain/(loss) recognized	December 31, 2022		December 31, 2021
Interest rate swaps—change in fair value	Unrealized gain on derivatives		4,847,064		4,205,465
Interest rate swaps—realized gain/(loss)	Realized gain/(loss) on derivatives		1,997,815		(2,714,337)
Gain/(loss) on derivatives, net		$	6,844,879	$	1,491,128

As of December 31, 2022 and March 31, 2022, no fair value measurements for assets or liabilities under Level 1 or Level 3 were recognized in the consolidated balance sheets with the exception of cash and cash

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equivalents, restricted cash, and investment securities. We did not have any other assets or liabilities measured at fair value on a non-recurring basis during the three and nine months ended December 31, 2022 and 2021.

(d)

Book values and fair values of financial instruments: In addition to the derivatives that we are required to record at fair value on our balance sheet (see (c) above) and investment securities that are included in other current assets in our balance sheet that we record at fair value, we have other financial instruments that are carried at historical cost. These financial instruments include trade accounts receivable, amounts due from related parties, cash and cash equivalents, restricted cash, accounts payable, amounts due to related parties and accrued liabilities for which the historical carrying value approximates the fair value due to the short-term nature of these financial instruments. Cash and cash equivalents, restricted cash and investment securities are considered Level 1 items.

The summary of gains and losses on our investment securities included in other gain/(loss), net on our consolidated statements of operations for the periods presented is as follows:


	Three months ended
	December 31, 2022		December 31, 2021
Unrealized gain/(loss) on investment securities	$	206,691	$	(1,179,297)
Realized loss on investment securities		—		(305)
Net gain/(loss) on investment securities	$	206,691	$	(1,179,602)

	Nine months ended
	December 31, 2022		December 31, 2021
Unrealized gain/(loss) on investment securities	$	1,013,794	$	(1,710,348)
Realized gain on investment securities		776,770		447,255
Net gain/(loss) on investment securities	$	1,790,564	$	(1,263,093)

We have long-term bank debt related to the 2022 Debt Facility, the Cougar Japanese Financing, and the Cresques Japanese Financing for which we believe the carrying values approximate their fair values as the loans bear interest at variable interest rates, being SOFR and LIBOR, which are observable at commonly quoted intervals for the full terms of the loans, and hence are considered as Level 2 items in accordance with the fair value hierarchy. We also have long-term debt related to the Corsair Japanese Financing, Cratis Japanese Financing, Copernicus Japanese Financing, Chaparral Japanese Financing, and Caravelle Japanese Financing (collectively the “Japanese Financings”) that incur interest at a fixed-rate. We have long-term debt related to the BALCAP Facility that incurs interest at a fixed-rate. The fixed-rate Japanese Financings and the BALCAP Facility are considered Level 2 items in accordance with the fair value hierarchy and the fair value of each is based on a discounted cash flow analysis using current observable SOFR interest rates. The following table summarizes the carrying value and estimated fair value of our fixed debt obligations as of:


	December 31, 2022				March 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
Corsair Japanese Financing	$	35,208,334	$	33,730,112	$	37,645,833	$	36,904,683
Concorde Japanese Financing		—		—		42,269,231		41,352,417
Corvette Japanese Financing		—		—		42,807,692		41,862,894
Cratis Japanese Financing		46,600,000		42,940,476		49,660,000		46,716,277
Copernicus Japanese Financing		46,600,000		42,940,476		49,660,000		46,716,277
Chaparral Japanese Financing		62,934,348		61,084,562		64,662,242		64,321,963
Caravelle Japanese Financing		47,000,000		43,312,327		49,700,000		46,792,400
BALCAP Facility	$	75,992,178		70,577,748	$	81,574,172	$	77,063,912

14. Earnings Per Share (“EPS”)

Basic EPS represents net income attributable to common shareholders divided by the weighted average number of our common shares outstanding during the measurement period. Our restricted stock shares include rights to receive dividends that are subject to the risk of forfeiture if service requirements are not satisfied, and as a result, these shares are

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not considered participating securities and are excluded from the basic weighted-average shares outstanding calculation. Diluted EPS represent net income attributable to common shareholders divided by the weighted average number of our common shares outstanding during the measurement period while also giving effect to all potentially dilutive common shares that were outstanding during the period.

The calculations of basic and diluted EPS for the periods presented are as follows:


	Three months ended				Nine months ended
(In U.S. dollars except share data)	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Numerator:
Net income	$	51,263,710	$	16,580,885	$	96,422,895	$	36,551,788
Denominator:
Basic weighted average number of common shares outstanding		40,091,299		39,890,674		40,004,100		40,305,902
Effect of dilutive restricted stock and restricted stock units		163,475		134,725		174,542		154,763
Diluted weighted average number of common shares outstanding		40,254,774		40,025,399		40,178,642		40,460,665
EPS:
Basic	$	1.28	$	0.42	$	2.41	$	0.91
Diluted	$	1.27	$	0.41	$	2.40	$	0.90

No shares of unvested restricted stock were excluded from the calculation of diluted EPS for the three and nine months ended December 31, 2022, and 2021.

15. Commitments and Contingencies

Commitments under Contracts for Scrubbers Purchases

We had contractual commitments related to scrubbers to reduce sulfur emissions:


	December 31, 2022
Less than one year	$	2,587,749

Commitments under Bareboat Charter Header Agreement

On March 31, 2021, we entered into a thirteen-year bareboat charter agreement for a newbuilding dual-fuel VLGC that is expected to be delivered from Kawasaki Heavy Industries in March 2023. The structure of the financing of the newbuilding is analogous to that of our Japanese Financings in which a third party will purchase the vessel and we will bareboat charter such vessel from the third party. As part of the agreement, we control the building of the vessel and the use of the vessel after it is delivered. The vessel will be built to our specifications; we will supervise the building of the vessel to meet these specifications; and we will technically and commercially manage the vessel after its delivery. Under the agreement, we had commitments of $24.0 million of predelivery costs as well as the cost of additional features to meet our specifications and supervision costs for an aggregate total of approximately $25.0 million. As of December 31, 2022, we had approximately $1.0 million of commitments under the agreement outstanding that we expect to settle during the year ending March 31, 2023. Construction of the vessel commenced in December 2021.

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Time Charter-in

We had the following time charter-in commitments relating to VLGCs:


	December 31, 2022
Less than one year	$	29,832,333
One to three years		64,080,000
Three to five years		64,080,000
Thereafter		72,140,000
Total	$	230,132,333

The time charter-in commitments as of December 31, 2022, relate to (i) three newbuilding dual-fuel Panamax LPG vessels that we previously entered into agreements to time-charter in with purchase options that are scheduled to be delivered during the first to third calendar quarters of 2023 for a period of seven years each; (ii) a less than one-year time chartered in VLGC that is scheduled to expire during the three months ended September 30, 2023; and (iii) excludes operating lease liabilities related to a VLGC that is recorded on the unaudited condensed consolidated balance sheets as of December 31, 2022.

Fixed Time Charter Contracts

We had the following future minimum fixed time charter hire receipts based on non-cancelable long-term fixed time charter contracts:


	December 31, 2022
Less than one year	$	26,685,000
One to three years		13,607,986
Total	$	40,292,986

Other

From time to time, we expect to be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. Such claims, even if lacking in merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any claim other than that described below, which is reasonably possible and should be disclosed or probable and for which a provision should be established in the unaudited interim condensed consolidated financial statements.

16. Subsequent Events

Interest Rate Swap

On January 20, 2023, we entered into an interest rate swap agreement with ING in order to manage our variable interest rate exposure risk by effectively converting a portion of our debt from a floating to a fixed rate. The notional value increases as other swaps amortize and then decreases with the debt outstanding under the 2022 Debt Facility until final settlement in July 2029. The effect is to maintain a constant ratio between the debt outstanding under the 2022 Debt Facility and the notional hedges. The initial notional value is $3.5 million with an effective date of June 26, 2023 and a fixed interest rate of 2.8525%.

Dividend

On February 1, 2023, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on February 15, 2023, totaling $40.4 million. The dividend is payable on or about February 28, 2023.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Item 1A. Risk Factors” herein and in our Annual Report on Form 10-K for the year ended March 31, 2022, our actual results may differ materially from those anticipated in these forward-looking statements. Please also see the section “Forward-Looking Statements” included in this quarterly report.

Overview

We are a Marshall Islands corporation headquartered in the United States and primarily focused on owning and operating VLGCs, each with a cargo-carrying capacity of greater than 80,000 cbm, in the LPG shipping industry. Our fleet currently consists of twenty-two VLGC carriers, including nineteen fuel-efficient 84,000 cbm ECO-VLGCs, one 82,000 cbm VLGCs, and two time chartered-in ECO-VLGCs. We have equipped twelve of our ECO-VLGCs and time chartered-in one vessel with scrubbers and we have commitments related to scrubbers on an additional three of our vessels as of January 27, 2023. Vessels fitted with scrubbers allow us to reduce our emissions and to burn less refined fuel, which is frequently cheaper than more refined, lower sulfur grades. When the cost of more refined fuel exceeds that of less refined fuel, we are typically able to earn a higher TCE for spot voyages and to potentially contract time charters at higher rates compared to vessels without scrubbers.

Dorian’s nineteen ECO-VLGCs, which incorporate fuel efficiency, emission-reducing technologies, and certain custom features, were acquired by us for an aggregate purchase price of $1.4 billion and delivered to us between July 2014 and February 2016, seventeen of which were delivered during calendar year 2015 or later.

Our customers, either directly or through the Helios Pool, include or have included global energy companies such as Exxon Mobil Corp., Chevron Corp., China International United Petroleum & Chemicals Co., Ltd., Royal Dutch Shell plc, Equinor ASA, Total S.A., and Sunoco LP, commodity traders such as Glencore plc, Itochu Corporation, Bayegan Group, Vilma Oil SL, and the Vitol Group and importers such as E1 Corp., Indian Oil Corporation, SK Gas Co. Ltd., Astomos Energy Corporation, and Oriental Energy Company Ltd. or subsidiaries of the foregoing.

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

Recent Developments

Interest Rate Swap

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Dividend

Our Fleet

The following table sets forth certain information regarding our fleet as of January 27, 2023.

Capacity

ECO

Scrubber

Charter

(Cbm)

Shipyard

Year Built

Vessel⁽¹⁾

Equipped

Employment

Expiration⁽²⁾

Dorian VLGCs

Captain John NP

82,000

Hyundai

2007

—

Pool⁽⁴⁾

—

Comet

84,000

Hyundai

2014

Pool⁽⁴⁾

—

Corsair⁽³⁾

84,000

Hyundai

2014

Time Charter⁽⁶⁾

Q4 2024

Corvette

84,000

Hyundai

2015

Pool⁽⁴⁾

—

Cougar⁽³⁾

84,000

Hyundai

2015

—

Pool⁽⁴⁾

—

Concorde

84,000

Hyundai

2015

Time Charter⁽⁷⁾

Q1 2024

Cobra

84,000

Hyundai

2015

—

Pool⁽⁴⁾

—

Continental

84,000

Hyundai

2015

—

Pool-TCO⁽⁵⁾

Q4 2023

Constitution

84,000

Hyundai

2015

Pool⁽⁴⁾

—

Commodore

84,000

Hyundai

2015

—

Pool-TCO⁽⁵⁾

Q1 2023

Cresques⁽³⁾

84,000

Daewoo

2015

Pool⁽⁴⁾

—

Constellation

84,000

Hyundai

2015

Pool⁽⁴⁾

—

Cheyenne

84,000

Hyundai

2015

Pool-TCO⁽⁵⁾

Q2 2023

Clermont

84,000

Hyundai

2015

Pool-TCO⁽⁵⁾

Q1 2023

Cratis⁽³⁾

84,000

Daewoo

2015

Pool⁽⁴⁾

—

Chaparral⁽³⁾

84,000

Hyundai

2015

—

Pool⁽⁴⁾

—

Copernicus⁽³⁾

84,000

Daewoo

2015

Pool⁽⁴⁾

—

Commander

84,000

Hyundai

2015

Pool⁽⁴⁾

—

Challenger

84,000

Hyundai

2015

—

Pool-TCO⁽⁵⁾

Q2 2023

Caravelle⁽³⁾

84,000

Hyundai

2016

—

Pool⁽⁴⁾

—

Total

1,678,000

Time chartered-in VLGCs

Future Diamond⁽⁸⁾

80,876

Hyundai

2020

Pool⁽⁴⁾

—

Astomos Venus⁽⁹⁾

77,367

Mitsubishi

2016

—

Pool⁽⁴⁾

—

(1)	Represents vessels with very low revolutions per minute, long-stroke, electronically controlled engines, larger propellers, advanced hull design, and low friction paint.

(2)	Represents calendar year quarters.

(3)	Operated pursuant to a bareboat chartering agreement as of January 27, 2023. See Note 7 to our unaudited interim condensed consolidated financial statements included herein.

(4)	“Pool” indicates that the vessel operates in the Helios Pool on a voyage charter with a third party and we receive a portion of the pool profits calculated according to a formula based on the vessel’s pro rata performance in the pool.

(5)	“Pool-TCO” indicates that the vessel is operated in the Helios Pool on a time charter out to a third party and we receive a portion of the pool profits calculated according to a formula based on the vessel’s pro rata performance in the pool.

(6)	Currently on a time charter with an oil major that began in November 2019.

(7)	Currently on time charter with a major oil company that began in March 2019.

(8)	Currently time chartered-in to our fleet with an expiration during the first calendar quarter of 2025.

(9)	Currently time chartered-in to our fleet with an expiration during the third calendar quarter of 2023.

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Results of Operations – For the three months ended December 31, 2022 as compared to the three months ended December 31, 2021

Revenues

The following table compares our revenues for the three months ended December 31:


					Increase /		Percent
	2022		2021		(Decrease)		Change
Net pool revenues—related party	$	96,558,251	$	62,856,243	$	33,702,008	53.6	%
Time charter revenues		5,971,056		5,301,134		669,922	12.6	%
Other revenues, net		792,949		442,405		350,544	79.2	%
Total	$	103,322,256	$	68,599,782	$	34,722,474	50.6	%

Revenues, which represent net pool revenues—related party, time charters and other revenues, net, were $103.3 million for the three months ended December 31, 2022, an increase of $34.7 million, or 50.6%, from $68.6 million for the three months ended December 31, 2021 primarily due to an increase in average TCE rates, partially offset by a decrease in fleet utilization. Average TCE rates increased by $19,260 per operating day from $33,508 for the three months ended December 31, 2021 to $52,768 for the three months ended December 31, 2022, primarily due to higher spot rates despite higher bunker prices. The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $119.106 during the three months ended December 31, 2022 compared to an average of $59.252 for the three months ended December 31, 2021. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton) from Singapore and Fujairah increased from $609 during the three months ended December 31, 2021, to $676 during the three months ended December 31, 2022. Our fleet utilization decreased from 98.5% during the three months ended December 31, 2021 to 97.8% during the three months ended December 31, 2022.

Charter Hire Expenses

Charter hire expenses for the vessels chartered in from third parties were $5.2 million and $4.9 million for the three months ended December 31, 2022 and 2021, respectively. The increase of $0.3 million, or 6.1%, was mainly caused by an increase in the number of chartered-in days from 169 for the three months ended December 31, 2021 to 184 for the three months ended December 31, 2022.

Vessel Operating Expenses

Vessel operating expenses were $17.9 million during the three months ended December 31, 2022, or $9,739 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-period for the technically-managed vessels that were in our fleet. The decrease of $0.3 million, or 1.6% from $18.2 million for the three months ended December 31, 2021 was due to a reduction of calendar days for our fleet from 1,932 during the three months ended December 31, 2021 to 1,840 during the three months ended December 31, 2022, driven by the sale of Captain Nicholas ML prior to the three months ended December 31, 2022. The increase of $315 per vessel per calendar day, from $9,423 for the three months ended December 31, 2021 to $9,739 per vessel per calendar day for the three months ended December 31, 2022 was primarily the result of increases of $115 per vessel per calendar day in operating expenses related to lubricants, $110 per vessel per calendar day in operating expenses related to repairs and maintenance, and spares and stores, and $65 per vessel per calendar day in operating expenses related to crew wages and related costs, for the three months ended December 31, 2022.

General and Administrative Expenses

General and administrative expenses were $6.9 million for the three months ended December 31, 2022, an increase of $1.0 million, or 18.4%, from $5.9 million for the three months ended December 31, 2021. This increase was driven by $0.2 million in financial support for the families of our Ukrainian and Russian seafarers affected by the events in Ukraine and increases of $0.4 million and $0.4 million in stock-based compensation and other general and administrative expenses, respectively, for the three months ended December 31, 2022.

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Interest and Finance Costs

Interest and finance costs amounted to $8.6 million for the three months ended December 31, 2022, an increase of $1.2 million, or 16.5%, from $7.4 million for the three months ended December 31, 2021. The increase of $1.2 million during this period was mainly due to an increase of $3.1 million in interest incurred on our long-term debt, partially offset by a decrease of $1.5 million in amortization of financing costs resulting from the refinancing of Commander and Constellation during the three months ended December 31, 2021, and an increase in capitalized interest of $0.3 million. The increase in interest on our long-term debt was driven by an increase in average interest rates due to rising SOFR on our floating-rate long-term debt, and an increase in average indebtedness, excluding deferred financing fees, from $576.0 million for the three months ended December 31, 2021 to $645.0 million for the three months ended December 31, 2022. The increase in average indebtedness is due to the 2022 Debt Facility refinancing prior to the three months ended December 31, 2022. As of December 31, 2022, the outstanding balance of our long-term debt, net of deferred financing fees of $6.3 million, was $629.3 million.

Unrealized Gain/(Loss) on Derivatives

Unrealized loss on derivatives amounted to $0.7 million for the three months ended December 31, 2022, compared to a gain of $3.1 million for the three months ended December 31, 2021. The $3.8 million swing is attributable to reductions in notional amounts and an unfavorable change in forward SOFR yield curves (forward LIBOR curves in the prior period).

Realized Gain/(Loss) on Derivatives

Realized gain on derivatives amounted to $1.4 million for the three months ended December 31, 2022, compared to a realized loss of $0.9 million for the three months ended December 31, 2021. The favorable $2.3 million difference is due to an increase in floating SOFR resulting in the realized gain on our interest rate swaps.

Results of Operations – For the nine months ended December 31, 2022 as compared to the nine months ended December 31, 2021

Revenues

The following table compares our revenues for the nine months ended December 31:


					Increase /		Percent
	2022		2021		(Decrease)		Change
Net pool revenues—related party	$	237,314,421	$	174,739,894	$	62,574,527	35.8	%
Time charter revenues		17,410,513		15,915,876		1,494,637	9.4	%
Other revenues, net		1,389,231		3,981,608		(2,592,377)	(65.1)	%
Total	$	256,114,165	$	194,637,378	$	61,476,787	31.6	%

Revenues, which represent net pool revenues—related party, time charters and other revenues, net, were $256.1 million for the nine months ended December 31, 2022, an increase of $61.5 million, or 31.6%, from $194.6 million for the nine months ended December 31, 2021 primarily due to an increase in average TCE rates, partially offset by a decrease in fleet utilization. Average TCE rates increased by $12,401 per operating day from $32,034 for the nine months ended December 31, 2021 to $44,435 for the nine months ended December 31, 2022, primarily due to higher spot rates despite higher bunker prices. The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $86.882 during the nine months ended December 31, 2022 compared to an average of $51.201 for the nine months ended December 31, 2021. The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton), from Singapore and Fujairah increased from $552 during the nine months ended December 31, 2021, to $827 during the nine months ended December 31, 2022. Our fleet utilization decreased from 96.8% during the nine months ended December 31, 2021 to 94.8% during the nine months ended December 31, 2022.

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Charter Hire Expenses

Charter hire expenses for the vessels chartered in from third parties were $16.0 million and $10.8 million for the nine months ended December 31, 2022 and 2021, respectively. The increase of $5.2 million, or 47.5%, was mainly caused by an increase in the number of chartered-in days from 399 for the nine months ended December 31, 2021 to 550 for the nine months ended December 31, 2022.

Vessel Operating Expenses

Vessel operating expenses were $52.5 million during the nine months ended December 31, 2022, or $9,553 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-period for the technically-managed vessels that were in our fleet. The decrease of $4.4 million, or 7.7% from $56.9 million for the nine months ended December 31, 2021 was due to a reduction of calendar days for our fleet from 5,935 during the nine months ended December 31, 2021 to 5,500 during the nine months ended December 31, 2022, driven by the sales of Captain Markos NL and Captain Nicholas ML prior to the nine months ended December 31, 2022. On a per vessel per calendar day basis, vessel operating expenses were relatively flat, slightly decreasing $37 per vessel per calendar day, from $9,590 for the nine months ended December 31, 2021 to $9,553 per vessel per calendar day for the nine months ended December 31, 2022. The slight reduction was primarily the result of a decrease of $154 per vessel per calendar day in operating expenses related to repairs and maintenance, and spares and stores, partially offset by an increase of $134 per vessel per calendar day in operating expenses related to lubricants.

General and Administrative Expenses

General and administrative expenses were $24.5 million for the nine months ended December 31, 2022, an increase of $1.2 million, or 5.5%, from $23.3 million for the nine months ended December 31, 2021. This increase was driven by $0.8 million in financial support for the families of our Ukrainian and Russian seafarers affected by the events in Ukraine and increases of $0.8 million and $0.7 million in stock-based compensation and other general and administrative expenses, respectively, for the nine months ended December 31, 2022. This was partially offset by a reduction in employee-related expenses of $1.1 million for the nine months ended December 31, 2022.

Interest and Finance Costs

Interest and finance costs amounted to $28.6 million for the nine months ended December 31, 2022, an increase of $10.0 million, or 53.6%, from $18.6 million for the nine months ended December 31, 2021. The increase of $10.0 million during this period was mainly due to increases of (1) $8.0 million in interest incurred on our long-term debt, (2) $2.0 million in accelerated amortization of financing costs resulting from the repayment of the 2015 AR Facility and long-term debt on Concorde and Corvette, (3) $1.0 million in loan expenses driven by increases in average interest rates on our long-term debt due to rising SOFR on our floating-rate long-term debt, and $0.9 million in capitalized interest. The increase in interest on our long-term debt was driven by an increase in average interest rates due to rising SOFR on our floating-rate long-term debt, and an increase in average indebtedness, excluding deferred financing fees, from $587.7 million for the nine months ended December 31, 2021 to $663.6 million for the nine months ended December 31, 2022, driven by the 2022 Debt Facility refinancing during the nine months ended December 31, 2022. As of December 31, 2022, the outstanding balance of our long-term debt, net of deferred financing fees of $6.3 million, was $629.3 million.

Unrealized Gain on Derivatives

Unrealized gain on derivatives amounted to $4.8 million for the nine months ended December 31, 2022, compared to $4.2 million for the nine months ended December 31, 2021. The $0.6 million difference is primarily attributable to favorable changes in forward SOFR yield curves (forward LIBOR curves in the prior period).

Realized Gain/(Loss) on Derivatives

Realized gain on derivatives amounted to $2.0 million for the nine months ended December 31, 2022, compared to a realized loss of $2.7 million for the nine months ended December 31, 2021. The favorable $4.7 million difference is due to an increase in floating SOFR resulting in the realized gain on our interest rate swaps.

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Gain on Disposal of Vessel

Gain on disposal of vessel amounted to $3.5 million for the nine months ended December 31, 2021 and was attributable to the sale of Captain Markos NL. There was no gain on disposal of vessel for the nine months ended December 31, 2022.

Operating Statistics and Reconciliation of GAAP to non-GAAP Measures

To supplement our financial statements presented in accordance with U.S.GAAP, we present certain operating statistics and non-GAAP measures to assist in the evaluation of our business performance. These non-GAAP measures include Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and time charter equivalent rate. These non-GAAP measures may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for net income and revenues, which are the most directly comparable measures of performance prepared in accordance with GAAP.

We use these non-GAAP measures in assessing the performance of our ongoing operations and in planning and forecasting future periods. These adjusted measures provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance. We believe that these adjusted measures, when considered together with the corresponding U.S. GAAP measures and the reconciliations to those measures, provide meaningful supplemental information to assist investors and analysts in understanding our business results and assessing our prospects for future performance.



	Three months ended						Nine months ended
(in U.S. dollars, except fleet data)	December 31, 2022			December 31, 2021			December 31, 2022			December 31, 2021
Financial Data
Adjusted EBITDA⁽¹⁾	$	76,200,480		$	39,370,204		$	169,320,890		$	107,067,810
Fleet Data
Calendar days⁽²⁾		1,840			1,932			5,500			5,935
Time chartered-in days⁽³⁾		184			169			550			399
Available days⁽⁴⁾		1,993			2,054			6,019			6,176
Operating days⁽⁵⁾⁽⁸⁾		1,950			2,024			5,706			5,976
Fleet utilization⁽⁶⁾⁽⁸⁾		97.8	%		98.5	%		94.8	%		96.8	%
Average Daily Results
Time charter equivalent rate⁽⁷⁾⁽⁸⁾	$	52,768		$	33,508		$	44,435		$	32,034
Daily vessel operating expenses⁽⁹⁾	$	9,739		$	9,423		$	9,553		$	9,590

(1)

Adjusted EBITDA is an unaudited non-U.S. GAAP measure and represents net income/(loss) before interest and finance costs, unrealized (gain)/loss on derivatives, realized (gain)/loss on interest rate swaps, stock-based compensation expense, impairment, and depreciation and amortization and is used as a supplemental 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 and management makes business and resource-allocation decisions based on such comparisons. 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/(loss) 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/(loss), operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income/(loss). Adjusted EBITDA as presented below may not be computed consistently with similarly titled measures of other companies and, therefore, might not be comparable with other companies.

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The following table sets forth a reconciliation of net income to Adjusted EBITDA (unaudited) for the periods presented:


	Three months ended				Nine months ended
(in U.S. dollars)	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Net income	$	51,263,710	$	16,580,885	$	96,422,895	$	36,551,788
Interest and finance costs		8,636,387		7,412,231		28,592,104		18,619,712
Unrealized (gain)/loss on derivatives		700,015		(3,056,741)		(4,847,064)		(4,205,465)
Realized (gain)/loss on interest rate swaps		(1,404,004)		895,782		(1,997,815)		2,714,337
Stock-based compensation expense		1,044,645		678,823		3,443,845		2,616,201
Depreciation and amortization		15,959,727		16,859,224		47,706,925		50,771,237
Adjusted EBITDA	$	76,200,480	$	39,370,204	$	169,320,890	$	107,067,810

(2)

We define calendar days as the total number of days in a period during which each vessel in our fleet was owned or operated pursuant to a bareboat charter. 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 time chartered-in days as the aggregate number of days in a period during which we time chartered-in vessels from third parties. Time chartered-in days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of charter hire expenses that are recorded during that period.

(4)

We define available days as the sum of calendar days and time chartered-in days (collectively representing our commercially-managed vessels) less aggregate off hire days associated with scheduled maintenance, which include major repairs, drydockings, vessel upgrades or special or intermediate surveys. We use available days to measure the aggregate number of days in a period that our vessels should be capable of generating revenues.

(5)

We define operating days as available days less the aggregate number of days that the commercially-managed vessels in our fleet are off‑hire for any reason other than scheduled maintenance (e.g., repositioning following drydocking, commercial waiting, etc.). We use operating days to measure the number of days in a period that our operating vessels are on hire (refer to 8 below).

(6)

We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during that period. An increase in non-scheduled off-hire days would reduce our operating days, and, therefore, our fleet utilization. We use fleet utilization to measure our ability to efficiently find suitable employment for our vessels.

(7)

Time charter equivalent rate, or TCE rate, is a non-U.S. GAAP 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 and is a factor in management’s business decisions. Our method of calculating TCE rate is to divide revenue net of voyage expenses by operating days for the relevant time period, which may not be calculated the same by other companies. Note that our calculation of TCE includes our portion of the net profit of the Helios Pool, which may also cause our calculation to differ from that of companies which do not account for pooling arrangements as we do.

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The following table sets forth a reconciliation of revenues to TCE rate (unaudited) for the periods presented:



(in U.S. dollars, except operating days)	Three months ended					Nine months ended
Numerator:	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Revenues	$	103,322,256	$	68,599,782	$	256,114,165	$	194,637,378
Voyage expenses		(424,343)		(779,746)		(2,567,506)		(3,200,751)
Time charter equivalent	$	102,897,913	$	67,820,036	$	253,546,659	$	191,436,627

Pool adjustment*		(99,984)		—		(514,015)		(2,978)
Time charter equivalent excluding pool adjustment*	$	102,797,929	$	67,820,036	$	253,032,644	$	191,433,649

Denominator:
Operating days		1,950		2,024		5,706		5,976
TCE rate:
Time charter equivalent rate	$	52,768	$	33,508	$	44,435	$	32,034
TCE rate excluding pool adjustment*	$	52,717	$	33,508	$	44,345	$	32,034

* Adjusted for the effect of reallocations of pool profits in accordance with the pool participation agreements due to adjustments related to speed and consumption performance of the vessels operating in the Helios Pool.

(8)

We determine operating days for each vessel based on the underlying vessel employment, including our vessels in the Helios Pool, or the Company Methodology. If we were to calculate operating days for each vessel within the Helios Pool as a variable rate time charter, or the Alternate Methodology, our operating days and fleet utilization would be increased with a corresponding reduction to our TCE rate. Operating data using both methodologies is as follows:



	Three months ended						Nine months ended
Company Methodology:	December 31, 2022			December 31, 2021			December 31, 2022			December 31, 2021
Operating Days		1,950			2,024			5,706			5,976
Fleet Utilization		97.8	%		98.5	%		94.8	%		96.8	%
Time charter equivalent rate	$	52,768		$	33,508		$	44,435		$	32,034

Alternate Methodology:
Operating Days		1,993			2,054			6,002			6,173
Fleet Utilization		100.0	%		100.0	%		99.7	%		100.0	%
Time charter equivalent rate	$	51,630		$	33,019		$	42,244		$	31,012

We believe that the Company Methodology using the underlying vessel employment provides more meaningful insight into market conditions and the performance of our vessels.

(9)	Daily vessel operating expenses are calculated by dividing vessel operating expenses by calendar days for the relevant time period.

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Liquidity and Capital Resources

Our business is capital intensive, and our future success depends on our ability to maintain a high-quality fleet. As of December 31, 2022, we had cash and cash equivalents of $129.8 million and non-current restricted cash of $0.1 million.

Our primary sources of capital during the nine months ended December 31, 2022 were $126.0 million in cash generated from operations and $29.9 million in net proceeds from the refinancing of Cougar. As of December 31, 2022, the outstanding balance of our long-term debt, net of deferred financing fees of $6.3 million, was $629.3 million including $52.1 million of principal on our long-term debt scheduled to be repaid within the next twelve months.

Operating expenses, including expenses to maintain the quality of our vessels in order to comply with international shipping standards and environmental laws and regulations, the funding of working capital requirements, long-term debt repayments, financing costs, commitments under the bareboat charter for a newbuilding dual-fuel VLGC, and drydocking on certain of our VLGCs represent our short-term, medium-term and long-term liquidity needs as of December 31, 2022. We anticipate satisfying our liquidity needs for at least the next twelve months with cash on hand and cash from operations. We may also seek additional liquidity by drawing down our $20.0 million senior secured revolving credit facility or through alternative sources of debt financings and/or through equity financings by way of private or public offerings. However, if these sources are insufficient to satisfy our short-term liquidity needs, or to satisfy our future medium-term or long-term liquidity needs, we may need to seek alternative sources of financing and/or modifications of our existing credit facility and financing arrangements. There is no assurance that we will be able to obtain any such financing or modifications to our existing credit facility and financing arrangements on terms acceptable to us, or at all.

On May 4, 2022, we announced that our Board of Directors declared an irregular cash dividend of $2.50 per share of our common stock to all shareholders of record as of the close of business on May 16, 2022, totaling $100.3 million. We paid $99.7 million on June 2, 2022 with the remaining $0.6 million deferred until certain shares of restricted stock vest.

On June 15, 2022, we paid $0.2 million of dividends that were deferred until the vesting of certain restricted stock.

On August 5, 2022, we paid $0.4 million of dividends that were deferred until the vesting of certain restricted stock.

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These were irregular dividends. All declarations of dividends are subject to the determination and discretion of our Board of Directors based on its consideration of various factors, including our results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that our Board of Directors may deem relevant. Our dividend policy will also impact our future liquidity position. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.

On May 19, 2022, we refinanced a 2015-built VLGC, Cougar, pursuant to a memorandum of agreement and a bareboat charter agreement. We received $50.0 million in cash as part of the transaction with $20.0 million to be retained by the buyer as a 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 10-year bareboat charter term. The refinancing proceeds of $50.0 million were used to prepay $20.0 million of the 2015 AR Facility’s then outstanding principal amount.

On July 21, 2022, we repurchased Corvette for $42.2 million in cash and the application of the deposit amount of $14.0 million. Corvette was subsequently refinanced under the 2022 Debt Facility.

On July 29, 2022, we entered into a $260.0 million debt financing facility with CACIB, ING, SEB, BNP, and DSF to refinance indebtedness under the 2015 AR Facility and the Concorde Japanese Financing (upon its repurchase in September 2022) and to releverage Corvette following the repurchase of that vessel from its owners on July 21, 2022. The 2022 Debt Facility consists of (i) a term loan facility in an aggregate principal amount of $240.0 million and (ii) a revolving credit facility in an aggregate principal amount of up to $20.0 million. The loan comprised two separate drawdowns with $216.0 million drawn on August 4, 2022 relating to nine of our VLGCs, and the remaining $24.0 million relating to Concorde drawn on September 6, 2022. The term loan is for a period of seven (7) years with an interest rate of SOFR plus a margin currently at 2.15%.

On September 6, 2022, we repurchased Concorde for $41.2 million in cash and application of the deposit amount of $14.0 million. Concorde was refinanced under the 2022 Debt Facility.

As part of our growth strategy, we will continue to consider strategic opportunities, including the acquisition or charter-in of additional vessels. We may choose to pursue such opportunities through internal growth, joint ventures, business acquisitions, or other transactions. We expect to finance the purchase price of any future acquisitions either through internally generated funds, public or private debt financings, public or private issuances of additional equity securities or a combination of these forms of financing.

Cash Flows

The following table summarizes our cash and cash equivalents provided by/(used in) operating, financing and investing activities for the nine months ended December 31:


	2022		2021
Net cash provided by operating activities	$	126,043,605	$	88,771,565
Net cash provided by/(used in) investing activities		(9,937,694)		22,548,887
Net cash used in financing activities		(222,830,781)		(80,040,983)
Net increase/(decrease) in cash, cash equivalents, and restricted cash	$	(106,944,884)	$	31,159,652

Operating Cash Flows. Net cash provided by operating activities for the nine months ended December 31, 2022 was $126.0 million, compared to $88.8 million for the nine months ended December 31, 2021. The increase in cash generated from operations of $37.2 million is primarily related to an increase in cash flows from operating profits (refer to Results of Operations – For the three months ended December 31, 2022 as compared to the three months ended December 31, 2021, for drivers of changes in revenues and expenses for the applicable periods), partially offset by changes in working capital. The unfavorable change in working capital was mainly from amounts due from the Helios Pool as distributions from the Helios Pool are impacted by the timing of the completion of voyages, spot market rates and bunker prices.

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

Investing Cash Flows. Net cash used in investing activities was $9.9 million for the nine months ended December 31, 2022 compared with net cash provided by investing activities of $22.5 million for the nine months ended December 31, 2021. For the nine months ended December 31, 2022, net cash used in investing activities was comprised of $10.1 million of capital expenditure payments for vessels and vessels under construction and a $1.8 million purchase of long-term investments, partially offset by $2.0 million in proceeds from the sale of investment securities. For the nine months ended December 31, 2021, net cash provided by investing activities was comprised of $43.3 million in proceeds, net of commission, on the sale of our 2006-built VLGC Captain Markos NL and $3.7 million in proceeds from the sale of investment securities, partially offset by $22.2 million of capital expenditure payments for vessels and vessels under construction, and $2.3 million in purchases of long-term investments.

Financing Cash Flows. Net cash used in financing activities was $222.8 million for the nine months ended December 31, 2022, compared with $80.0 million for the nine months ended December 31, 2021. For the nine months ended December 31, 2022, net cash used in financing activities primarily consisted of (i) repayments of long-term debt of $324.4 million, including the voluntary prepayment of a portion of the 2015 AR Facility ($25.0 million), the prepayment of a portion of the 2015 AR Facility in relation to the refinancing of Cougar ($20.0 million), and the prepayment of the remaining outstanding balances of the 2015 AR Facility ($158.7 million), the Corvette Japanese Financing ($42.8 million) and the Concorde Japanese Financing ($42.3 million) in order to refinance 10 VLGCs under the 2022 Debt Facility; (ii) dividend payments of $180.5 million; (iii) payments of financing costs totaling $6.3 million, and (iv) payments to repurchase common stock of $1.7 million.

This is partially offset by proceeds of $290.0 million from the 2022 Debt Facility ($240.0 million) and the refinancing of Cougar ($50.0 million). For the nine months ended December 31, 2021, net cash used in financing activities primarily consisted of (i) repayments of long-term debt of $100.5 million, including the prepayment of a portion of the 2015 AR Facility in relation to the refinancing of two VLGCs ($47.1 million) and the repayment in full of the CMNL/CJNP Japanese Financing, (ii) a dividend payment of $40.2 million, (iii) payments to repurchase common stock of $21.3 million, and (iv) payments of financing costs totaling $1.4 million, partially offset by proceeds of $83.4 million from the BALCAP Facility.

Capital Expenditures. LPG transportation is a capital‑intensive business, requiring significant investment to maintain an efficient fleet and to stay in regulatory compliance.

We are generally required to complete a special survey for a vessel once every five years. Drydocking of vessels occurs every five years unless an extension is granted by the classification society to seven and one-half years and the vessel is not older than 20 years of age. Intermediate surveys are performed every two and one-half years after the first special survey. Drydocking each vessel takes approximately 10 to 20 days. We spend significant amounts for scheduled drydocking (including the cost of classification society surveys) for each of our vessels.

As our vessels age and our fleet expands, our drydocking expenses will increase. We estimate the current cash outlay for a VLGC special survey to be approximately $1.0 million per vessel (excluding any capital improvements, such as scrubbers and ballast water management systems, to the vessel that may be made during such drydockings and the cost of an intermediate survey to be between $100,000 and $200,000 per vessel. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and classification society survey costs. In order to comply with the International Maritime Organization mandated reductions in sulfur emissions that came into effect January 1, 2020, we have installed scrubbers on twelve of our vessels and have one chartered-in scrubber-equipped vessel, which allows us to burn heavy fuel oil. We have entered into contracts to purchase scrubbers on three of our VLGCs, in which we have $3.4 million in remaining contractual commitments as of December 31, 2022. Our other vessels currently consume compliant fuels on board (0.5% sulfur), which are readily available globally, but at a significantly higher cost. Our newbuilding will have the capability to burn LPG. Please see "Item 1A. Risk Factors—Risks Relating to Our

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Company—We may incur increasing costs for the drydocking, maintenance or replacement of our vessels as they age, and, as our vessels age, the risks associated with older vessels could adversely affect our ability to obtain profitable charters” in our Annual Report on Form 10-K for the year ended March 31, 2022.

On March 31, 2021, we entered into a thirteen-year bareboat charter agreement for a newbuilding dual-fuel VLGC that is expected to be delivered from Kawasaki Heavy Industries in March 2023. The structure of the financing of the newbuilding is analogous to that of our Japanese Financings in which a third-party will purchase the vessel and we will bareboat charter such vessel from the third party. As part of the agreement, we control the building of the vessel and the use of the vessel after it is delivered. The vessel will be built to our specifications; we will supervise the building of the vessel to meet these specifications; and we will technically and commercially manage the vessel after its delivery. Under the agreement, we had commitments of $24.0 million of predelivery costs as well as the cost of additional features to meet our specifications and supervision costs for an aggregate total of approximately $25.0 million. As of December 31, 2022, we had approximately $1.0 million of commitments under the agreement outstanding that we expect to settle during the year ending March 31, 2023. Construction of the vessel commenced in December 2021.

Debt Agreements

For information relating to our secured term loan facilities, refer to Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2022 and Note 7 to our unaudited interim condensed consolidated financial statements for December 31, 2022 included herein.

Off-Balance Sheet Arrangements

We currently do not have any off‑balance sheet arrangements.

Critical Accounting Estimates

The following is an update to the Critical Accounting Estimates set forth in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended March 31, 2022.

Impairment of long-lived assets. We review our vessels for impairment when events or circumstances indicate the carrying amount of the asset may not be recoverable. In addition, we compare independent appraisals to our carrying value for indicators of impairment to our vessels. When such indicators are present, an asset is tested for recoverability by comparing the estimate of future undiscounted net operating cash flows expected to be generated by the use of the asset over its remaining useful life and its eventual disposition to its carrying amount. An impairment charge is recognized if the carrying value is in excess of the estimated future undiscounted net operating cash flows. The impairment loss is measured based on the excess of the carrying amount over the fair market value of the asset. The new lower cost basis would result in a lower annual depreciation than before the impairment.

Our estimates of fair market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on information available from various industry sources, including:

●

reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;

●

news and industry reports of similar vessel sales;

●

approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated;

●

offers that we may have received from potential purchasers of our vessels; and

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●

vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.

As we obtain information from various industry and other sources, our estimates of fair market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future fair market value of our vessels or prices that we could achieve if we were to sell them.

As of December 31, 2022, independent appraisals of our commercially and technically-managed VLGCs in our fleet had no indications of impairment on any of our VLGCs in accordance with ASC 360 Property, Plant, and Equipment. No impairment charges were recognized for December 31, 2022.

Recent Accounting Pronouncements

We have considered all recent accounting pronouncements issued and believe that none of these recent pronouncements will have a material effect on our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For additional discussion of our exposure to market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” included in our Annual Report on Form 10-K for the year ended March 31, 2022.

Interest Rate Risk

The LPG shipping industry is capital intensive, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt. Our 2022 Debt Facility agreement and certain Japanese financings as described in footnote 7 contain interest rates that fluctuate with SOFR and LIBOR. We have entered into interest rate swap agreements to hedge exposure to fluctuations of interest rate risk associated with our 2022 Debt Facility. We have hedged $195.2 million of amortizing principal of the 2022 Debt Facility as of December 31, 2022 and thus increasing interest rates could adversely impact our future earnings due to additional interest expense on our unhedged debt. For the 12 months following December 31, 2022, a hypothetical increase or decrease of 20 basis points in the underlying SOFR and LIBOR rates would result in an increase or decrease of our interest expense on all of our non-hedged interest-bearing debt by $0.3 million assuming all other variables are held constant.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2022. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three and nine months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we expect to be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. Such claims, even if lacking in merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any claim that is reasonably possible and should be disclosed or probable and for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements.

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common shares. The following is an update to the risk factors that may cause actual results to differ materially from those anticipated as set forth in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended March 31, 2022.

Our business may be affected by macroeconomic conditions, including rising inflation, higher interest rates, market volatility, economic uncertainty, and global supply chain constraints.

Various macroeconomic factors, including rising inflation, higher interest rates, global supply chain constraints, and the effects of overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets, could adversely affect our results of operations and financial condition. Inflation and rising interest rates may negatively impact us by increasing our operating costs and our cost of borrowing. Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all.

ITEM 6. EXHIBITS

See accompanying Exhibit Index for a list of exhibits filed or furnished with this report.

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EXHIBIT INDEX


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		Inline XBRL Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Schema Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Schema Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Schema Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Schema Presentation Linkbase

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101)

†	This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Dorian LPG Ltd.
	(Registrant)

Date: February 1, 2023	/s/ John C. Hadjipateras
	John C. Hadjipateras
	President and Chief Executive Officer
	(Principal Executive Officer)


Date: February 1, 2023	/s/ Theodore B. Young
	Theodore B. Young
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)