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Basis of Presentation and General Information
12 Months Ended
Mar. 31, 2015
Basis of Presentation and General Information  
Basis of Presentation and General Information

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 and is headquartered in the United States and is engaged in the transportation of liquefied petroleum gas (“LPG”) worldwide through the ownership and operation of LPG tankers. Dorian LPG Ltd. and its subsidiaries (together “we”, “us”, “our”, “DLPG” or the “Company”) is primarily focused on owning and operating very large gas carriers (“VLGCs”), each with a cargo carrying capacity of greater than 80,000 cbm. After the latest delivery of our VLGC on January 2, 2015, our fleet currently consists of seven LPG carriers, including three fuel-efficient 84,000 cbm ECO-design VLGCs, three 82,000 cbm VLGCs and one pressurized 5,000 cbm vessel. In addition, we have newbuilding contracts for the construction of sixteen new fuel-efficient 84,000 cbm ECO-design VLGCs at Hyundai Heavy Industries Co., Ltd. (“Hyundai” or “HHI”), and Daewoo  Shipping and Marine Engineering Ltd. (“Daewoo”), both of which are based in South Korea, with scheduled deliveries between June 2015 and February 2016. We refer to these contracts along with the three VLGCs that were delivered between July 2014 and January 2015 as our VLGC Newbuilding Program.

 

The Company remained dormant until July 29, 2013 when the following transactions were completed concurrently:

 

·

DLPG completed a private placement of 9,310,054 shares of its common stock with institutional investors and other investors in Norway (“NPP”). The shares were issued at NOK 75.00 per share, equivalent to USD 12.66 per share and realized gross proceeds of $117.9 million based on the exchange rate on July 29, 2013.

 

·

DLPG acquired from Dorian Holdings the following in exchange for 4,667,135 shares of its common stock and $9.7 million in cash:

 

(a)

100% interest in three ship owning entities, CNML LPG Transport LLC (“CNML”), CJNP LPG Transport LLC (“CJNP”) and CMNL LPG Transport LLC (“CMNL”), which each owned a Very Large Gas Carrier (“VLGC”) (the  Captain Nicholas ML , the  Captain John NP  and the  Captain Markos NL  respectively), the related bank debt, interest rate swaps, and the inventory on board each vessel. The Captain Nicholas ML, Captain John NP and Captain Markos NL were previously owned by Cepheus Transport Ltd, Lyra Gas Transport Ltd and Cetus Transport Ltd., all owned by principals of Dorian Holdings until July 29, 2013 on which date they were sold to CNML, CJNP and CMNL, respectively. The sale of the vessels required approval from the bank that had provided the related financing that was assumed by the Company in connection with the transaction and resulted in a modification of the financing terms in connection with the acquisition. A further description of the loan arrangements is provided in Note 11.

 

(b)

100% interest in two entities, each a party to a contract for the construction of one VLGC, option rights to construct an additional 1.5 VLGCs and $2.67 million in cash.

 

DLPG acquired from an affiliate of Dorian Holdings a 100% interest in an LPG pressurized gas carrier, the LPG Grendon, and the inventory onboard the vessel for $6.672 million in cash.

 

The abovementioned acquisitions from Dorian Holdings and its affiliate were accounted as a business combination (refer Note 4) and the operations of  LPG Grendon  along with that of the three Very Large Gas Carriers referred to above are herein referred to as the Predecessor.

 

·

DLPG issued 4,667,135 shares of its common stock to SEACOR Holdings Inc., through its subsidiary, SeaDor Holdings LLC (“SeaDor”) as consideration for the following:

 

(a)

100% interest in a subsidiary company, SEACOR LPGI LLC, a party to a contract for the construction of one VLGC

 

(b)

$49.9 million in cash and

 

(c)

the assignment to DLPG of option rights to purchase 1.5 VLGC vessels.

 

The above mentioned acquisitions from SeaDor were accounted for as an asset acquisition. The allocation of the purchase price between the assets acquired is described in Note 3(b).

 

At the closing of the NPP, Dorian Holdings surrendered the 100 shares of capital stock of DLPG, which were then cancelled. Following the completion of the above transactions on July 29, 2013, Dorian Holdings, whose chairman is Mr. John Hadjipateras, and SeaDor, each owned approximately 25.0% of the Company’s outstanding common stock with the remaining 50% held by institutional investors and high net worth investors.

 

We successfully closed our initial public offering (“IPO”) on May 13, 2014 and our shares are listed on the NYSE and trade under the symbol LPG.

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Dorian LPG Ltd. and its subsidiaries.

 

Our subsidiaries, which are all wholly-owned and all are incorporated in Republic of the Marshall Islands (unless otherwise indicated below), as of March 31, 2015 are listed below.

 

Vessel Owning Subsidiaries

 

Subsidiary

 

Type of
vessel(2)

 

Vessel’s name

 

Built

 

CBM(1)

CNML LPG Transport LLC

 

VLGC

 

Captain Nicholas ML

 

2008

 

82,000

CJNP LPG Transport LLC

 

VLGC

 

Captain John NP

 

2007

 

82,000

CMNL LPG Transport LLC

 

VLGC

 

Captain Markos NL

 

2006

 

82,000

Grendon Tanker LLC

 

PGC

 

LPG Grendon

 

1996

 

5,000

Comet LPG Transport LLC

 

VLGC

 

Comet

 

2014

 

84,000

Corsair LPG Transport LLC

 

VLGC

 

Corsair

 

2014

 

84,000

Corvette LPG Transport LLC

 

VLGC

 

Corvette

 

2015

 

84,000

 

Newbuild Vessel Owning Subsidiaries(3)

 

Subsidiary

 

Type of
vessel(2)

 

Hull
number

 

Vessel’s Name

 

Estimated
vessel
delivery
date(4)

 

CBM(1)

Dorian Shanghai LPG Transport LLC

 

VLGC

 

S749

 

Cougar

 

Q2 2015

 

84,000

Dorian Houston LPG Transport LLC

 

VLGC

 

S750

 

Cobra

 

Q2 2015

 

84,000

Concorde LPG Transport LLC

 

VLGC

 

2660

 

Concorde

 

Q2 2015

 

84,000

Dorian Sao Paulo LPG Transport LLC

 

VLGC

 

S753

 

Continental

 

Q3 2015

 

84,000

Dorian Ulsan LPG Transport LLC

 

VLGC

 

S755

 

Constitution

 

Q3 2015

 

84,000

Dorian Amsterdam LPG Transport LLC

 

VLGC

 

S751

 

Commodore

 

Q3 2015

 

84,000

Constellation LPG Transport LLC

 

VLGC

 

2661

 

Constellation

 

Q3 2015

 

84,000

Dorian Dubai LPG Transport LLC

 

VLGC

 

2336

 

Cresques

 

Q3 2015

 

84,000

Dorian Monaco LPG Transport LLC

 

VLGC

 

S756

 

Cheyenne

 

Q3 2015

 

84,000

Dorian Barcelona LPG Transport LLC

 

VLGC

 

S752

 

Clermont

 

Q4 2015

 

84,000

Dorian Cape Town LPG Transport LLC

 

VLGC

 

S754

 

Chaparral

 

Q4 2015

 

84,000

Commander LPG Transport LLC

 

VLGC

 

2662

 

Commander

 

Q4 2015

 

84,000

Dorian Geneva LPG Transport LLC

 

VLGC

 

2337

 

Cratis

 

Q4 2015

 

84,000

Dorian Tokyo LPG Transport LLC

 

VLGC

 

2338

 

Copernicus

 

Q4 2015

 

84,000

Dorian Explorer LPG Transport LLC

 

VLGC

 

S757

 

Challenger

 

Q4 2015

 

84,000

Dorian Exporter LPG Transport LLC

 

VLGC

 

S758

 

Caravelle

 

Q1 2016

 

84,000

 

Management Subsidiaries

 

Subsidiary

 

Incorporation
Date

Dorian LPG Management Corp

 

July 2, 2013

Dorian LPG (USA) LLC (incorporated in USA)

 

July 2, 2013

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

 

November 18, 2013

Dorian LPG Finance LLC

 

January 16, 2015

 

Dormant Subsidiaries

 

Subsidiary

 

Incorporation
Date

SeaCor LPG I LLC

 

April 26, 2013

SeaCor LPG II LLC

 

April 26, 2013

Capricorn LPG Transport LLC

 

November 15, 2013

Constitution LPG Transport LLC

 

February 17, 2014

Occident River Trading Limited (incorporated in UK)

 

January 9, 2015

 

 

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

 

(2)Very Large Gas Carrier (“VLGC”), Pressurized Gas Carrier (“PGC”)

 

(3)Represents newbuild vessels not yet delivered as of December 31, 2014

 

(4)Represents calendar year quarters

 

The following charterers individually accounted for more than 10% of our revenue for the periods presented as follows:

 

Charterer

 

% of revenue
Year ended
March 31, 2015

 

Statoil ASA                                                                                                                  

 

27 

%

Royal Dutch Shell plc

 

19 

%

Itochu Corporation

 

14 

%

Indian Oil Corporation Ltd.

 

12 

%

Maritime Pressx Limited

 

11 

%

 

Charterer

 

% of revenue
July 1, 2013
(inception) to
March 31, 2014

 

Statoil ASA                                                                                                                  

 

51 

%

Naftomar Shipping and Trading Co. Ltd

 

13 

%

Kuwait Petroleum Corporation

 

10 

%