UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2020
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DORIAN LPG LTD. |
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(Exact name of registrant as specified in its charter)
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Republic of the Marshall Islands |
001-36437 |
66-0818228 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS employer identification no.) |
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c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut |
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06902 |
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(Address of principal executive offices) |
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(Zip Code) |
(Registrant's telephone number, including area code): (203) 674-9900
(Former Name or Former Address, if Changed Since Last Report): None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, par value $0.01 per share
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LPG
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 7.01. Regulation FD Disclosure.
On May 27, 2020, Dorian LPG Ltd. (the "Company") issued a press release (the "Press Release") relating to its financial results for the quarterly period and fiscal year ended March 31, 2020. A copy of the Press Release was "furnished" to the U.S. Securities and Exchange Commission (the "Commission") as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Commission on May 27, 2020.
The unaudited consolidated balance sheets included in Exhibit 99.1 hereto are derived from the Company's consolidated financial statements for the eight consecutive fiscal quarters ended March 31, 2020, which the Company believes will assist investors and market participants in evaluating the Company’s financial performance. The Company does not presently have plans to furnish unaudited consolidated balance sheets in this manner in the future but may do so in its sole discretion.
The unaudited consolidated balance sheets included in Exhibit 99.1 have been prepared by, and are the responsibility of, the management of the Company. The following unaudited consolidated balance sheets should be read in conjunction with the information contained in the Press Release.
In accordance with General Instruction B.2 to Form 8-K, the information under this Item 7.01 and Exhibit 99.1 shall be deemed to be "furnished" to the Commission and not be deemed to be "filed" with the Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. In addition, this report (including the table attached as Exhibit 99.1) shall not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely as a requirement of this Item.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
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Exhibit Number |
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Description |
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Unaudited Balance Sheets as of March 31, 2020 and March 31, 2019 |
Pursuant to the requirements 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.
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May 28, 2020 |
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DORIAN LPG LTD. |
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(registrant) |
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By: |
/s/ Theodore B. Young |
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Theodore B. Young |
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Chief Financial Officer |
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Exhibit 99.1
Dorian LPG Ltd.
Unaudited Consolidated Balance Sheets
(Expressed in United States Dollars, except for number of shares)
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As of |
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As of |
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March 31, 2020 |
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March 31, 2019 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
48,389,688 |
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$ |
30,838,684 |
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Short-term investments |
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14,923,140 |
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599,949 |
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Restricted cash—current |
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3,370,178 |
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— |
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Trade receivables, net and accrued revenues |
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820,846 |
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1,384,118 |
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Due from related parties |
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66,847,701 |
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44,455,643 |
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Inventories |
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1,996,203 |
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2,111,637 |
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Prepaid expenses and other current assets |
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3,266,999 |
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3,199,038 |
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Total current assets |
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139,614,755 |
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82,589,069 |
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Fixed assets |
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Vessels, net |
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1,437,658,833 |
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1,478,520,314 |
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Other fixed assets, net |
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185,613 |
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160,283 |
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Total fixed assets |
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1,437,844,446 |
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1,478,680,597 |
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Other non-current assets |
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Deferred charges, net |
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7,336,726 |
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2,000,794 |
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Derivative instruments |
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— |
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6,448,498 |
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Due from related parties—non-current |
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23,100,000 |
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19,800,000 |
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Restricted cash—non-current |
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35,629,261 |
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35,633,962 |
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Operating lease right-of-use assets |
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26,861,551 |
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— |
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Other non-current assets |
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1,573,104 |
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217,097 |
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Total assets |
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$ |
1,671,959,843 |
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$ |
1,625,370,017 |
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Liabilities and shareholders’ equity |
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Current liabilities |
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Trade accounts payable |
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$ |
13,552,796 |
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$ |
7,212,580 |
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Accrued expenses |
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4,080,952 |
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3,436,116 |
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Due to related parties |
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436,850 |
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489,644 |
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Deferred income |
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2,068,205 |
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4,258,683 |
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Derivative instruments |
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2,605,442 |
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— |
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Current portion of long-term operating lease liabilities |
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9,212,589 |
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— |
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Current portion of long-term debt |
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53,056,125 |
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63,968,414 |
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Total current liabilities |
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85,012,959 |
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79,365,437 |
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Long-term liabilities |
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Long-term debt—net of current portion and deferred financing fees |
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581,919,094 |
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632,122,372 |
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Long-term operating lease liabilities |
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17,651,939 |
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— |
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Derivative instruments |
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9,152,829 |
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— |
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Other long-term liabilities |
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1,170,824 |
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1,199,650 |
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Total long-term liabilities |
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609,894,686 |
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633,322,022 |
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Total liabilities |
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694,907,645 |
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712,687,459 |
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Commitments and contingencies |
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Shareholders’ equity |
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Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued nor outstanding |
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— |
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— |
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Common stock, $0.01 par value, 450,000,000 shares authorized, 59,083,290 and 58,882,515 shares issued, 50,827,952 and 55,167,708 shares outstanding (net of treasury stock), as of March 31, 2020 and March 31, 2019, respectively |
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590,833 |
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588,826 |
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Additional paid-in-capital |
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866,809,371 |
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863,583,692 |
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Treasury stock, at cost; 8,255,338 and 3,714,807 shares as of March 31, 2020 and March 31, 2019, respectively |
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(87,183,865) |
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(36,484,561) |
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Retained earnings |
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196,835,859 |
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84,994,601 |
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Total shareholders’ equity |
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977,052,198 |
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912,682,558 |
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Total liabilities and shareholders’ equity |
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$ |
1,671,959,843 |
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$ |
1,625,370,017 |
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