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Dynagas LNG Partners LP

Dynagas LNG Partners LPDLNGEarnings & Financial Report

NYSE

Dynagas LNG Partners LP is a global energy transportation firm operating ice-class liquefied natural gas carriers. It provides reliable LNG seaborne transport via long-term charter agreements, serving energy companies, utilities and commodity traders across Europe, Asia and Arctic regions.

What changed in Dynagas LNG Partners LP's 20-F — 2023 vs 2024

Top changes in Dynagas LNG Partners LP's 2024 20-F

660 paragraphs added · 655 removed · 478 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

203 edited+67 added−80 removed370 unchanged
Use of cash from operations and possible future sale of certain assets will reduce cash available for distribution to unitholders. Our ability to obtain bank financing or to access the capital markets may be limited by our financial condition at the time of any such financing or offering as well as by adverse market conditions.
Use of cash from operations and possible future sale of certain assets will reduce cash available for distribution to our unitholders. Our ability to obtain bank financing or to access the capital markets may be limited by our financial condition at the time of any such financing or offering as well as by adverse market conditions.
The voting rights of any such limited partner interests in excess of 4.9% will effectively be redistributed pro rata among the other limited partner interests (as applicable) holding less than 4.9% of the voting power of such class or series.
The voting rights of any such limited partner interests in excess of 4.9% will effectively be redistributed pro rata among the other limited partner interests (as applicable) holding less than 4.9% of the voting power of such class or series.
Our General Partner, its affiliates and persons who acquired limited partner interests with the prior approval of our Board of Directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.
Our General Partner, its affiliates and persons who acquired limited partner interests with the prior approval of our Board of Directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.
The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing unitholders or preclude us from issuing equity at all. Economic conditions may also adversely affect the market price of our common units.
The state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing unitholders or preclude us from issuing equity at all. Economic conditions may also adversely affect the market price of our common units.
Noncompliance with our legal obligations relating to privacy, security and data protection could result in penalties, fines, legal proceedings by governmental entities or others, loss of reputation, legal claims by individuals and customers and significant legal and financial exposure and could affect our ability to retain and attract customers.
Noncompliance with our legal obligations relating to privacy, security and data protection could result in penalties, fines or legal proceedings by governmental entities or others, loss of reputation, legal claims by individuals and customers and significant legal and financial exposure and could affect our ability to retain and attract customers.
We may lack sufficient cash to pay distributions to our unitholders at a reduced level or at all due to our current and future funding requirements, refinancing needs, decreases in net revenues or increases in operating expenses, principal and interest payments on outstanding debt, working capital requirements, maintenance and replacement capital expenditures or anticipated or unanticipated cash needs.
Further, we may lack sufficient cash to pay distributions to our unitholders at a reduced level or at all due to our current and future funding requirements, refinancing needs, decreases in net revenues or increases in operating expenses, principal and interest payments on outstanding debt, working capital requirements, maintenance and replacement capital expenditures or anticipated or unanticipated cash needs.
As noted above, the amount of cash we can distribute on our common and preferred units depends in part on the amount of cash we generate from our operations, which may fluctuate from quarter to quarter based on the risks described in this section, including, among other things: ● the rates we obtain from our charters; ● the level of our operating costs, such as the cost of crews and insurance; ● the continued availability of natural gas production; ● demand for LNG; ● supply of LNG carriers; ● prevailing global and regional economic and political conditions, including the any economic downturns caused by the spread of an epidemic or a pandemic, such as COVID-19; ● currency exchange rate fluctuations; and ● the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business.
As noted above, the amount of cash we can distribute on our common and preferred units depends in part on the amount of cash we generate from our operations, which may fluctuate from quarter to quarter based on the risks described in this section, including, among other things: ● the rates we obtain from our charters; ● the level of our operating costs, such as the cost of crews and insurance; ● the continued availability of natural gas production; ● demand for LNG; ● supply of LNG carriers; ● prevailing global and regional economic and political conditions, including the any economic downturns caused by the spread of an epidemic or a pandemic; ● currency exchange rate fluctuations; and ● the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business.
Currently, the world economy faces a number of ongoing challenges, including trade tensions between the United States and China, Brexit, the war between Israel and Hamas increasing tensions in the Middle East region, continuing threat of terrorist attacks around the world, continuing instability and conflicts and other recent occurrences in Ukraine and in other geographic areas and countries, and stabilizing growth in China.
Currently, the world economy faces a number of ongoing challenges, including trade tensions between the United States and China, the war between Israel and Hamas increasing tensions in the Middle East region, continuing threat of terrorist attacks around the world, continuing instability and conflicts and other recent occurrences in Ukraine and in other geographic areas and countries, and stabilizing growth in China.
In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant unitholder dilution and would increase the aggregate amount of cash required to maintain our quarterly distributions, which we currently only make to our preferred unitholders.
In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant unitholder dilution and would increase the aggregate amount of cash required to maintain our quarterly distributions, which we currently only make to our common and our preferred unitholders.
In addition, the actual amount of cash available for distribution to our unitholders will depend on other factors, including: ● the level of capital expenditures we make, including for maintaining or replacing vessels, building new vessels, acquiring second-hand vessels and complying with regulations; ● the number of unscheduled off-hire days for our Fleet and the timing of, and number of days required for, scheduled dry-docking of our vessels; ● our debt service requirements and restrictions on distributions contained in our debt instruments; ● the level of debt we will incur to fund future acquisitions; ● fluctuations in interest rates; ● fluctuations in our working capital needs; ● variable tax rates; 9 Table of Contents ● the expected cost of and our ability to comply with environmental and regulatory requirements, including with respect to emissions of air pollutants and greenhouse gases, as well as future changes in such requirements or other actions taken by regulatory authorities, governmental organizations, classification societies and standards imposed by our charterers applicable to our business; ● our ability to make, and the level of, working capital borrowings; ● the performance of our subsidiaries and their ability to distribute cash to us; and ● the amount of any cash reserves established by our Board of Directors.
In addition, the actual amount of cash available for distribution to our unitholders will depend on other factors, including: ● the level of capital expenditures we make, including for maintaining, repairing or replacing vessels, building new vessels, acquiring second-hand vessels and complying with regulations; ● the number of unscheduled off-hire days for our Fleet and the timing of, and number of days required for, scheduled dry-docking of our vessels; ● our debt service requirements and restrictions on distributions contained in our debt instruments; ● the level of debt we will incur to fund future acquisitions; ● fluctuations in interest rates; ● fluctuations in our working capital needs; ● variable tax rates; 7 Table of Contents ● the expected cost of and our ability to comply with environmental and regulatory requirements, including with respect to emissions of air pollutants and greenhouse gases, as well as future changes in such requirements or other actions taken by regulatory authorities, governmental organizations, classification societies and standards imposed by our charterers applicable to our business; ● our ability to make, and the level of, working capital borrowings; ● the performance of our subsidiaries and their ability to distribute cash to us; and ● the amount of any cash reserves established by our Board of Directors.
In addition, any potential acquisition or investment opportunity may expose us to risks that may harm or have a material adverse effect on our business, financial condition, results of operations and ability to make cash distributions (reduced or at all) to our unitholders, including risks that we may: ● fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements; ● be unable to attract, hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and Fleet; ● decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions; 7 Table of Contents ● significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions; ● incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired; or ● incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
In addition, any potential acquisition or investment opportunity may expose us to risks that may harm or have a material adverse effect on our business, financial condition, results of operations and ability to make cash distributions (reduced or at all) to our unitholders, including risks that we may: ● fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements; ● be unable to attract, hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and Fleet; ● decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions; ● significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions; ● incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired; or ● incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
In addition, the two directors appointed by our General Partner serve until a successor is duly appointed by the General Partner. ● Our Partnership Agreement contains provisions limiting the ability of unitholders to call meetings of unitholders, to nominate directors and to acquire information about our operations as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management. 16 Table of Contents ● Unitholders’ voting rights are further restricted by the Partnership Agreement providing that if at any time any person or group, other than our General Partner and its affiliates, or a direct or subsequently approved transferee of our General Partner or its affiliates or a transferee approved by the Board of Directors, acquires, in the aggregate, beneficial ownership of more than 4.9% of any class or series of our limited partner interests then outstanding, that person or group will lose voting rights on all of its limited partner interests of such class or series in excess of 4.9%, except for the Series A Preferred Units and Series B Preferred Units, and such limited partner interests will not be considered to be outstanding when sending notices of a meeting of limited partners, calculating required votes (except for nominating a person for election to our Board of Directors), determining the presence of a quorum, or for other similar purposes.
In addition, the two directors appointed by our General Partner serve until a successor is duly appointed by the General Partner. ● Our Partnership Agreement contains provisions limiting the ability of unitholders to call meetings of unitholders, to nominate directors and to acquire information about our operations as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management. ● Unitholders’ voting rights are further restricted by the Partnership Agreement providing that if at any time any person or group, other than our General Partner and its affiliates, or a direct or subsequently approved transferee of our General Partner or its affiliates or a transferee approved by the Board of Directors, acquires, in the aggregate, beneficial ownership of more than 4.9% of any class or series of our limited partner interests then outstanding, that person or group will lose voting rights on all of its limited partner interests of such class or series in excess of 4.9%, except for the Series A Preferred Units and Series B Preferred Units, and such limited partner interests will not be considered to be outstanding when sending notices of a meeting of limited partners, calculating required votes (except for nominating a person for election to our Board of Directors), determining the presence of a quorum, or for other similar purposes.
Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures. 35 Table of Contents On March 8, 2022, President Biden issued an executive order prohibiting the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal.
Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures. 32 Table of Contents On March 8, 2022, President Biden issued an executive order prohibiting the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal.
Our future operational success depends on our ability to expand relationships with our existing charterers, establish relationships with new charterers and obtain new time charter contracts, for which we will face substantial competition from established companies with significant resources and potential new entrants.
Our future operational success depends on our ability to expand relationships with our existing charterers, establish relationships with new charterers and obtain new time charter contracts, for which we face substantial competition from established companies with significant resources and potential new entrants.
While global LNG demand has continued to rise, it has risen at a slower pace than previously predicted and the rate of its growth has fluctuated due to several factors, including the current global economic crisis and continued economic uncertainty, fluctuations in the price of natural gas and other sources of energy, the continued acceleration in natural gas production from unconventional sources in regions such as North America and the highly complex and capital intensive nature of new or expanded LNG projects, including liquefaction projects.
While global LNG demand has continued to rise, it has risen at a slower pace than previously predicted and the rate of its growth has fluctuated due to several factors, including continued economic uncertainty, fluctuations in the price of natural gas and other sources of energy, the continued acceleration in natural gas production from unconventional sources in regions such as North America and the highly complex and capital intensive nature of new or expanded LNG projects, including liquefaction projects.
An accident involving any of our vessels could result in any of the following: ● death or injury to persons, loss of property or environmental damage; ● delays or failure in the delivery of cargo; ● loss of revenues from or termination of charter contracts; ● governmental fines, penalties or restrictions on conducting business; ● spills, pollution and the liability associated with the same; 26 Table of Contents ● higher insurance rates; and ● damage to our reputation and customer relationships generally.
An accident involving any of our vessels could result in any of the following: ● death or injury to persons, loss of property or environmental damage; ● delays or failure in the delivery of cargo; ● loss of revenues from or termination of charter contracts; ● governmental fines, penalties or restrictions on conducting business; ● spills, pollution and the liability associated with the same; 22 Table of Contents ● higher insurance rates; and ● damage to our reputation and customer relationships generally.
In addition, we cannot assure you that future debt agreements or time charter contracts with our existing or new lenders or charterers, respectively, will not contain similar provisions.
In addition, we cannot assure you that future debt agreements or time charter contracts with our existing or new lessors, lenders or charterers, respectively, will not contain similar provisions.
Any long-term material adverse effect on the oil and gas production industry could have significant financial and operational adverse impacts on our business that we cannot predict with certainty at this time. 32 Table of Contents We operate globally, including in countries, states and regions where our businesses, and the activities our consumer customers, could be negatively impacted by climate change.
Any long-term material adverse effect on the oil and gas production industry could have significant financial and operational adverse impacts on our business that we cannot predict with certainty at this time. 29 Table of Contents We operate globally, including in countries, states and regions where our businesses, and the activities our consumer customers, could be negatively impacted by climate change.
Specifically, our General Partner may exercise its call right, pre-emptive rights, registration rights or right to make a determination to receive common units in exchange for resetting the target distribution levels related to the incentive distribution rights, consent or withhold consent to any merger or consolidation of the Partnership, appoint certain directors or vote for the election of any director, vote or refrain from voting on amendments to our Partnership Agreement that require a vote of the outstanding units, voluntarily withdraw from the Partnership, transfer (to the extent permitted under our Partnership Agreement) or refrain from transferring its units, the General Partner interest or incentive distribution rights or vote upon the dissolution of the Partnership; ● our General Partner and our directors and officers have limited their liabilities and any fiduciary duties they may have under the laws of the Marshall Islands, while also restricting the remedies available to our unitholders, and, as a result of purchasing common units, unitholders are treated as having agreed to the modified standard of fiduciary duties and to certain actions that may be taken by the General Partner and our directors and officers, all as set forth in the Partnership Agreement; ● our General Partner and our Manager are entitled to reimbursement of all reasonable costs incurred by them and their respective affiliates for our benefit; our Partnership Agreement does not restrict us from paying our General Partner and our Manager or their respective affiliates for any services rendered to us on terms that are fair and reasonable or entering into additional contractual arrangements with any of these entities on our behalf; ● our General Partner may exercise its right to call and purchase our common units if it and its affiliates own more than 80% of our common units; and is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of its limited call right; and ● although a majority of our directors are elected by common unitholders, our General Partner will likely have substantial influence on decisions made by our Board of Directors.
Specifically, our General Partner may exercise its call right, pre-emptive rights, registration rights or right to make a determination to receive common units in exchange for resetting the target distribution levels related to the incentive distribution rights, consent or withhold consent to any merger or consolidation of the Partnership, appoint certain directors or vote for the election of any director, vote or refrain from voting on amendments to our Partnership Agreement that require a vote of the outstanding units, voluntarily withdraw from the Partnership, transfer (to the extent permitted under our Partnership Agreement) or refrain from transferring its units, the General Partner interest or incentive distribution rights or vote upon the dissolution of the Partnership; ● our General Partner and our directors and officers have limited their liabilities and any fiduciary duties they may have under the laws of the Marshall Islands, while also restricting the remedies available to our unitholders, and, as a result of purchasing common units, unitholders are treated as having agreed to the modified standard of fiduciary duties and to certain actions that may be taken by the General Partner and our directors and officers, all as set forth in the Partnership Agreement; ● our General Partner and our Manager are entitled to reimbursement of all reasonable costs incurred by them and their respective affiliates for our benefit; our Partnership Agreement does not restrict us from paying our General Partner and our Manager or their respective affiliates for any services rendered to us on terms that are fair and reasonable or entering into additional contractual arrangements with any of these entities on our behalf; ● our General Partner may exercise its right to call and purchase our common units if it and its affiliates own more than 80% of our common units; and is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of its limited call right; and ● although a majority of our directors are elected by common unitholders, our General Partner will likely have substantial influence on decisions made by our Board of Directors. 43 Table of Contents Our General Partner has limited its liability regarding our obligations.
A continuation of current low natural gas and LNG prices could negatively affect us in a number of ways, including the following a reduction in exploration for or development of new natural gas reserves or projects, or the delay or cancellation of existing projects as energy companies lower their capital expenditures budgets, which may reduce our growth opportunities; ● low oil prices negatively affecting the market price of natural gas, to the extent that natural gas prices are benchmarked to the price of crude oil, in turn negatively affecting the economics of potential new LNG production projects, which may reduce our growth opportunities; ● high oil prices negatively affecting the competitiveness of natural gas to the extent that natural gas prices are benchmarked to the price of crude oil; ● low gas prices globally and/or weak differentials between prices in the Atlantic Basin and the Pacific Basin leading to reduced inter-basin trading of LNG and reduced demand for LNG shipping; ● lower demand for vessels of the types we own and operate, which may reduce available charter rates and revenue to us upon redeployment of our vessels following expiration or termination of existing contracts or upon the initial chartering of vessels; ● customers potentially seeking to renegotiate or terminate existing vessel contracts, or failing to extend or renew contracts upon expiration; ● the inability or refusal of customers to make charter payments to us due to financial constraints or otherwise; or ● declines in vessel values, which may result in losses to us upon vessel sales or impairment charges against our earnings and could impact our compliance with the covenants in our loan agreements.
A continuation of current low natural gas and LNG prices could negatively affect us in a number of ways, including the following: ● a reduction in the exploration for or development of new natural gas reserves or projects, or the delay or cancellation of existing projects as energy companies lower their capital expenditures budgets, which may reduce our growth opportunities; ● low oil prices negatively affecting the market price of natural gas, to the extent that natural gas prices are benchmarked to the price of crude oil, in turn negatively affecting the economics of potential new LNG production projects, which may reduce our growth opportunities; ● high oil prices negatively affecting the competitiveness of natural gas to the extent that natural gas prices are benchmarked to the price of crude oil; ● low gas prices globally and/or weak differentials between prices in the Atlantic Basin and the Pacific Basin leading to reduced inter-basin trading of LNG and reduced demand for LNG shipping; ● lower demand for vessels of the types we own and operate, which may reduce available charter rates and revenue to us upon redeployment of our vessels following expiration or termination of existing contracts or upon the initial chartering of vessels; 18 Table of Contents ● customers potentially seeking to renegotiate or terminate existing vessel contracts, or failing to extend or renew contracts upon expiration; ● the inability or refusal of customers to make charter payments to us due to financial constraints or otherwise; or ● declines in vessel values, which may result in losses to us upon vessel sales or impairment charges against our earnings and could impact our compliance with the covenants in our debt agreements.
As a result, non-independent directors may among other things, participate in fixing the compensation of our management, making share and option awards and resolving governance issues regarding our Partnership. Accordingly, in the future holders of our common units may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
As a result, non-independent directors may among other things, participate in fixing the compensation of our management, making unit and option awards and resolving governance issues regarding our Partnership. Accordingly, in the future, holders of our common units may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
We were required to comply with EU Ship Recycling Regulation by December 31, 2020, since our ships trade in EU region. One of our vessels, the Artic Aurora , is a Maltese flagged vessel. Malta is an EU Member State. These regulatory developments, when implemented, may lead to cost escalation by shipyards, repair yards and recycling yards.
We were required to comply with EU Ship Recycling Regulation by December 31, 2020, since our ships trade in EU region. One of our vessels, the Artic Aurora , is a Maltese flagged vessel. Malta is an EU Member State. These regulatory developments may lead to cost escalation by shipyards, repair yards and recycling yards.
Compliance with these regulations could have a material adverse effect our business and financial results. 33 Table of Contents In addition, vessel classification societies and the requirements set forth in the IMO’s International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, also impose significant safety and other requirements on our vessels.
Compliance with these regulations could have a material adverse effect our business and financial results. 30 Table of Contents In addition, vessel classification societies and the requirements set forth in the IMO’s International Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, also impose significant safety and other requirements on our vessels.
The operating restrictions contained in our existing and future debt agreements may prohibit or otherwise limit our ability to, among other things: ● obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes on favorable terms, or at all; ● make distributions to unitholders; ● incur additional indebtedness, create liens or issue guarantees; ● charter our vessels or change the terms of our existing charter agreements; ● sell, transfer or lease our assets or vessels or the shares of our vessel-owning subsidiaries; ● make investments and capital expenditures; ● reduce our partners’ capital; and 45 Table of Contents ● undergo a change in ownership or Manager.
The operating restrictions contained in our existing and future debt agreements may prohibit or otherwise limit our ability to, among other things: ● obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes on favorable terms, or at all; ● make distributions to unitholders; ● incur additional indebtedness, create liens or issue guarantees; ● charter our vessels or change the terms of our existing charter agreements; ● sell, transfer or lease our assets or vessels or the shares of our vessel-owning subsidiaries; ● make investments and capital expenditures; ● reduce our partners’ capital; and ● undergo a change in ownership or Manager.
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 business, results of operations, financial condition and ability to pay distributions.
Various macroeconomic factors, including rising inflation, higher interest rates, global supply chain constraints, trade wars 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 business, results of operations, financial condition and ability to pay distributions.
We may not be able to obtain the necessary funds from other sources on terms acceptable to us. 18 Table of Contents Due to our lack of diversification, adverse developments in our LNG shipping business could reduce our ability to make distributions to our unitholders. We rely exclusively on the cash flow generated from our LNG carriers.
We may not be able to obtain the necessary funds from other sources on terms acceptable to us. 15 Table of Contents Due to our lack of diversification, adverse developments in our LNG shipping business could reduce our ability to make distributions to our unitholders. We rely exclusively on the cash flow generated from our LNG carriers.
Accordingly, the existence of any right of termination could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to our common and preferred unitholders. Our future capital needs are uncertain and we may need to raise additional funds in the future.
Accordingly, the existence of any right of termination could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to our unitholders. Our future capital needs are uncertain and we may need to raise additional funds in the future.
Notwithstanding our current estimated contracted backlog, one of our principal objectives is to enter into additional multi-year time charters upon the expiration or early termination of our existing charter arrangements, and we may also seek to enter into additional multi-year time charter contracts in connection with an expansion of our Fleet.
Notwithstanding our current estimated contracted backlog, one of our principal objectives is, wherever possible to enter into additional multi-year time charters upon the expiration or early termination of our existing charter arrangements, and we may also seek, wherever possible, to enter into additional multi-year time charter contracts in connection with an expansion of our Fleet.
If the vessels we own call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the United States government or other governmental authorities, it could result in the imposition of monetary fines or penalties and adversely affect our reputation and the market for our securities.
If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the United States government or other governmental authorities, it could result in the imposition of monetary fines or penalties and adversely affect our reputation and the market for our securities.
Our Partnership Agreement provides that, unless otherwise provided for by Marshall Islands law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any claims that: ● arise out of or relate in any way to the Partnership Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the Partnership Agreement or the duties, obligations or liabilities among limited partners or of limited partners to us, or the rights or powers of, or restrictions on, the limited partners or us); ● are brought in a derivative manner on our behalf; ● assert a claim of breach of a fiduciary duty owed by any director, officer or other employee of us or our General Partner, or owed by our General Partner, to us or the limited partners; ● assert a claim arising pursuant to any provision of the Partnership Act; or ● assert a claim governed by the internal affairs doctrine, regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims.
Our Partnership Agreement provides that, unless otherwise provided for by Marshall Islands law, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any claims that: ● arise out of or relate in any way to the Partnership Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the Partnership Agreement or the duties, obligations or liabilities among limited partners or of limited partners to us, or the rights or powers of, or restrictions on, the limited partners or us); ● are brought in a derivative manner on our behalf; ● assert a claim of breach of a fiduciary duty owed by any director, officer or other employee of us or our General Partner, or owed by our General Partner, to us or the limited partners; ● assert a claim arising pursuant to any provision of the Partnership Act; or ● assert a claim governed by the internal affairs doctrine, 38 Table of Contents regardless of whether such claims, suits, actions or proceedings found in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims.
Our Partnership Agreement generally provides that any affiliated transaction, such as an agreement, contract or arrangement between us and our General Partner and its affiliates, must be: ● on terms no less favorable to us than those generally being provided to or available from unrelated third-parties; or ● “fair and reasonable” to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us).
Our Partnership Agreement generally provides that any affiliated transaction, such as an agreement, contract or arrangement between us and our General Partner and its affiliates, must be: 44 Table of Contents ● on terms no less favorable to us than those generally being provided to or available from unrelated third-parties; or ● “fair and reasonable” to us, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us).
If any of our vessels is unable to generate revenues as a result of off-hire time, early termination of the time charter in effect or failure to secure new charters at charter hire rates as favorable as our average historical rates or at all, our future liquidity, cash flows, results of operations, and ability to make quarterly and other distributions to the holders of our outstanding units, including the preferred units, could be materially adversely affected.
If any of our vessels is unable to generate revenues as a result of off-hire time, early termination of the time charter in effect, or if we fail to secure new charters at charter hire rates as favorable as our average historical rates or at all, our future liquidity, cash flows, results of operations, and ability to make quarterly and other distributions to the holders of our outstanding units, including the preferred units, could be materially adversely affected.
We may have more difficulty entering into multi-year time charters in the future if an active spot LNG shipping market continues to develop. One of our principal strategies is to enter into additional LNG carrier long-term time charters.
We may have more difficulty entering into multi-year time charters in the future if an active spot LNG shipping market continues to develop. One of our principal strategies is to enter into additional LNG carrier long-term time charters, wherever possible.
As of December 31, 2023, we incurred $0.1 million in connection with this agreement. For a description of our Master Agreement, Executive Services Agreement and Administrative Services Agreement, see “Item 7. Major Unitholders and Related Party Transactions—B.
As of December 31, 2024, we incurred $0.1 million in connection with this agreement. For a description of our Master Agreement, Executive Services Agreement and Administrative Services Agreement, see “Item 7. Major Unitholders and Related Party Transactions—B.
Any of these events could have a material adverse effect on our business, financial condition, and results of operations. 37 Table of Contents Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings.
Any of these events could have a material adverse effect on our business, financial condition, and results of operations. 34 Table of Contents Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings.
Unitholders may have liability to repay distributions. Under some circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under the Partnership Act, we may not make a distribution to our unitholders if the distribution would cause our liabilities to exceed the fair value of our assets.
Under some circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under the Partnership Act, we may not make a distribution to our unitholders if the distribution would cause our liabilities to exceed the fair value of our assets.
Failure to maintain the class of one or more of our vessels could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distributions to our unitholders. The LNG shipping industry is subject to substantial environmental and other regulations, which may significantly limit our operations or increase our expenses.
Failure to maintain the class of one or more of our vessels could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distributions to our unitholders. ​ 26 Table of Contents The LNG shipping industry is subject to substantial environmental and other regulations, which may significantly limit our operations or increase our expenses.
Our Manager, which provides our executive officers and certain management and administrative services to us, may also enter into additional contractual arrangements with any of its affiliates on our behalf; however, there is no obligation of any affiliate of our Manager to enter into any contracts of this kind. 50 Table of Contents Common units are subject to our General Partner’s limited call right.
Our Manager, which provides our executive officers and certain management and administrative services to us, may also enter into additional contractual arrangements with any of its affiliates on our behalf; however, there is no obligation of any affiliate of our Manager to enter into any contracts of this kind. Common units are subject to our General Partner’s limited call right.
Based on our current and projected method of operation, we believe that we were not a PFIC in the year ended December 31, 2023 and do not expect to be a PFIC for any future taxable year.
Based on our current and projected method of operation, we believe that we were not a PFIC in the year ended December 31, 2024 and do not expect to be a PFIC for any future taxable year.
The ability of each of our counterparties to perform its respective obligations under a charter with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the LNG shipping industry, prevailing prices for natural gas, epidemics and pandemics, such as COVID-19, events in Russia and Ukraine or any resulting sanctions that may be imposed, and the overall financial condition of the counterparty.
The ability of each of our counterparties to perform its respective obligations under a charter with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the LNG shipping industry, prevailing prices for natural gas, epidemics and pandemics, events in Russia and Ukraine or any resulting sanctions that may be imposed, and the overall financial condition of the counterparty.
Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, as well as by adverse market conditions that are beyond our control. 11 Table of Contents Obtaining additional funds on acceptable terms may not be possible.
Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, as well as by adverse market conditions that are beyond our control. Obtaining additional funds on acceptable terms may not be possible.
We cannot assure you that any conflicts of interest will be resolved in your favor. Conflicts of interest exist and may arise in the future as a result of the relationships between our General Partner and its affiliates, including Dynagas Holding Ltd., on the one hand, and us and our unaffiliated limited partners, on the other hand.
We cannot assure you that any conflicts of interest will be resolved in your favor. 42 Table of Contents Conflicts of interest exist and may arise in the future as a result of the relationships between our General Partner and its affiliates, including Dynagas Holding Ltd., on the one hand, and us and our unaffiliated limited partners, on the other hand.
The price of our common units may be volatile and may fluctuate due to factors including: ● our payment of cash distributions to our unitholders; ● actual or anticipated fluctuations in quarterly and annual results; ● fluctuations in the seaborne transportation industry, including fluctuations in the LNG carrier market; ● mergers and strategic alliances in the shipping industry; ● changes in governmental regulations or maritime self-regulatory organization standards; ● shortfalls in our operating results from levels forecasted by securities analysts; announcements concerning us or our competitors; ● the failure of securities analysts to publish research about us, or analysts making changes in their financial estimates; 38 Table of Contents ● general economic conditions; ● terrorist acts; ● business interruptions caused by pandemics, such as COVID-19; ● future sales of our units or other securities; ● investors’ perception of us and the LNG shipping industry; ● the general state of the securities market; and ● other developments affecting us, our industry or our competitors.
The price of our common units may be volatile and may fluctuate due to factors including: ● our payment of cash distributions to our unitholders; ● actual or anticipated fluctuations in quarterly and annual results; ● fluctuations in the seaborne transportation industry, including fluctuations in the LNG carrier market; ● mergers and strategic alliances in the shipping industry; ● changes in governmental regulations or maritime self-regulatory organization standards; ● shortfalls in our operating results from levels forecasted by securities analysts; ● announcements concerning us or our competitors; ● the failure of securities analysts to publish research about us, or analysts making changes in their financial estimates; ● general economic conditions; ● terrorist acts; ● business interruptions caused by pandemics; ● future sales of our units or other securities; ● investors’ perception of us and the LNG shipping industry; ● the general state of the securities market; and 35 Table of Contents ● other developments affecting us, our industry or our competitors.
Our General Partner has limited its liability regarding our obligations. Our General Partner has limited its liability under contractual arrangements so that the other party has recourse only to our assets and not against our General Partner or any affiliate of our General Partner, or any of their respective assets.
Our General Partner has limited its liability under contractual arrangements so that the other party has recourse only to our assets and not against our General Partner or any affiliate of our General Partner, or any of their respective assets.
In addition, we pay our Manager a commercial management fee equal to 1.25% of the gross charter hire and the ballast bonus, which is the amount paid to the shipowner as compensation for all or part of the cost of positioning the vessel to the port where the vessel will be delivered to the charterer.
In addition, we pay our Manager a commercial management fee equal to 1.25% of the gross charter hire and the ballast bonus, which is the amount paid to the vessel owner or operator as compensation for all or part of the cost of positioning the vessel to the port where the vessel will be delivered to the charterer.
For a description of our corporate governance practices, please see “Item 6. Directors, Senior Management and Employees.” 42 Table of Contents Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.
For a description of our corporate governance practices, please see “Item 6. Directors, Senior Management and Employees.” Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.
Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future the subject of sanctions or embargoes imposed by the U.S., the EU, and/or other international bodies.
Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future the subject of sanctions or embargoes imposed by the U.S., the E. U., and/or other international bodies.
As long as we are an EU-based company meeting the Non-Financial Reporting Directive (NFRD) prerequisites, we will be eligible for reporting our Taxonomy eligibility and alignment. Based on the current version of the Regulation, companies that own assets shipping fossil fuels are considered as not aligned with EU Taxonomy.
U. -based company meeting the Non-Financial Reporting Directive (NFRD) prerequisites, we will be eligible for reporting our Taxonomy eligibility and alignment. Based on the current version of the Regulation, companies that own assets shipping fossil fuels are considered as not aligned with EU Taxonomy.
The market price for our common units may be influenced by many factors, including the following: ● investor reaction to our business strategy; ● our continued compliance with the listing standards of NYSE; ● regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry; ● variations in our financial results or those of companies that are perceived to be similar to us; ● our ability or inability to raise additional capital and the terms on which we raise it; ● declines in the market prices of stocks generally; ● trading volume of our common units; ● sales of our common units by us or our unitholders; ● general economic, industry and market conditions; ● an increase in interest rates or reduction in demand for our common units resulting from other relatively more attractive investment opportunities; and ● other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, including the war between Russia and Ukraine, the war between Israel and Hamas or the Houthi crisis in the Red Sea, public health issues including health epidemics or pandemics, such as the COVID-19 pandemic, adverse weather and climate conditions could disrupt our operations or result in political or economic instability.
The market price for our common units may be influenced by many factors, including the following: ● investor reaction to our business strategy; ● our continued compliance with the listing standards of NYSE; ● regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry; ● variations in our financial results or those of companies that are perceived to be similar to us; ● our ability or inability to raise additional capital and the terms on which we raise it; ● declines in the market prices of stocks generally; ● trading volume of our common units; ● sales of our common units by us or our unitholders; ● general economic, industry and market conditions; ● an increase in interest rates or reduction in demand for our common units resulting from other relatively more attractive investment opportunities; and ● other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, including the war between Russia and Ukraine, war, political unrest and conflicts in the Middle East or the Houthi crisis in the Red Sea, public health issues including health epidemics or pandemics, adverse weather and climate conditions could disrupt our operations or result in political or economic instability.
Transition risks may result in changes in regulations or market preferences, which in turn could have negative impacts on our results of operation or the reputation of us and our customers.
Transition risks may result in changes in regulations or market preferences, which in turn could have negative impacts on our results of operations or the reputation of us and our customers.
The Partnership Act states that a member or manager’s “duties and liabilities may be expanded or restricted by provisions in the Partnership Agreement.” As permitted by the Partnership Act, our Partnership Agreement contains provisions that reduce the standards to which our General Partner and our directors and our officers may otherwise be held by Marshall Islands law.
The Marshall Islands Limited Partnership Act, or the Partnership Act, states that a member’s or manager’s “duties and liabilities may be expanded or restricted by provisions in the Partnership Agreement.” As permitted by the Partnership Act, our Partnership Agreement contains provisions that reduce the standards to which our General Partner and our directors and our officers may otherwise be held by Marshall Islands law.
Major Unitholders and Related Party Transactions—B. Related Party Transactions.” 13 Table of Contents Mr. Tony Lauritzen, our Chief Executive Officer, Mr. Michael Gregos, our Chief Financial Officer, and certain other officers do not devote all of their time to our business, which may hinder our ability to operate successfully. Mr. Tony Lauritzen, our Chief Executive Officer, Mr.
Major Unitholders and Related Party Transactions—B. Related Party Transactions.” Mr. Tony Lauritzen, our Chief Executive Officer, Mr. Michael Gregos, our Chief Financial Officer, and certain other officers do not devote all of their time to our business, which may hinder our ability to operate successfully. Mr. Tony Lauritzen, our Chief Executive Officer, Mr.
Elected Directors may be removed with Cause only by vote of the majority of the other members of our Board of Directors or by a vote of the majority of the outstanding common units at a properly called meeting of our Limited Partners. ● Common unitholders are entitled to elect only three of the five members of our Board of Directors.
Elected Directors may be removed with Cause only by vote of the majority of the other members of our Board of Directors or by a vote of the majority of the outstanding common units at a properly called meeting of our Limited Partners. 13 Table of Contents ● Common unitholders are entitled to elect only three of the five members of our Board of Directors.
We may not be able to effect any of these remedies on satisfactory terms, or at all. We may be unable to comply with covenants in our debt agreements or any future financial obligations that impose operating and financial restrictions on us.
We may not be able to effect any of these remedies on satisfactory terms, or at all. 39 Table of Contents We may be unable to comply with covenants in our debt agreements or any future financial obligations that impose operating and financial restrictions on us.
Continued growth in LNG production and demand for LNG and LNG shipping could be negatively affected by a number of factors, including, without limitation: ● increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects on commercially reasonable terms; ● increases in the cost of natural gas derived from LNG relative to the cost of natural gas generally; ● increases in the production levels of low-cost natural gas in domestic natural gas consuming markets, which could further depress prices for natural gas in those markets and make LNG uneconomical; ● increases in the production of natural gas in areas linked by pipelines to consuming areas, the extension of existing, or the development of new pipeline systems in markets we may serve, or the conversion of existing non-natural gas pipelines to natural gas pipelines in those markets; ● decreases in the consumption of natural gas due to increases in its price, decreases in the price of alternative energy sources or other factors making consumption of natural gas less attractive; ● changes in governmental and maritime self-regulatory organizations’ rules and regulations or actions taken by regulatory authorities; ● environmental concerns and uncertainty around new regulations in relation to, amongst others, new technologies which may delay the ordering of new vessels; ● any significant explosion, spill or other incident involving an LNG facility or carrier; ● infrastructure constraints, including but not limited to, delays in the construction of liquefaction facilities, the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities, as well as community or political action group resistance to new LNG infrastructure due to concerns about the environment, safety and terrorism; ● labor or political unrest or military conflicts affecting existing or proposed areas of LNG production or regasification; ● concerns regarding pandemics, such as the COVID-19 outbreak, other diseases and viruses, safety and terrorism; 20 Table of Contents ● decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects; ● new taxes or regulations affecting LNG production or liquefaction that make LNG production less attractive; or ● negative global or regional economic or political conditions, particularly in LNG consuming regions, which could reduce energy consumption or its growth.
Continued growth in LNG production and demand for LNG and LNG shipping could be negatively affected by a number of factors, including, without limitation: ● increases in interest rates or other events that may affect the availability of sufficient financing for LNG projects on commercially reasonable terms; ● increases in the cost of natural gas derived from LNG relative to the cost of natural gas generally; ● increases in the production levels of low-cost natural gas in domestic natural gas consuming markets, which could further depress prices for natural gas in those markets and make LNG uneconomical; ● increases in the production of natural gas in areas linked by pipelines to consuming areas, the extension of existing, or the development of new pipeline systems in markets we may serve, or the conversion of existing non-natural gas pipelines to natural gas pipelines in those markets; ● decreases in the consumption of natural gas due to increases in its price, decreases in the price of alternative energy sources or other factors making consumption of natural gas less attractive; ● changes in governmental and maritime self-regulatory organizations’ rules and regulations or actions taken by regulatory authorities; ● environmental concerns and uncertainty around new regulations in relation to, amongst others, new technologies which may delay the ordering of new vessels; ● any significant explosion, spill or other incident involving an LNG facility or carrier; ● infrastructure constraints, including but not limited to, delays in the construction of liquefaction facilities, the inability of project owners or operators to obtain governmental approvals to construct or operate LNG facilities, as well as community or political action group resistance to new LNG infrastructure due to concerns about the environment, safety and terrorism; ● labor or political unrest or military conflicts affecting existing or proposed areas of LNG production or regasification; ● the effect of applicable tariffs, trade barriers, embargos and regulatory requirements, and changes thereto; ● concerns regarding pandemics, other diseases and viruses, safety and terrorism; ● decreases in the price of LNG, which might decrease the expected returns relating to investments in LNG projects; ● new taxes or regulations affecting LNG production or liquefaction that make LNG production less attractive; or ● negative global or regional economic or political conditions, particularly in LNG consuming regions, which could reduce energy consumption or its growth.
Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations, sanctions imposed against Russia, outbreaks of epidemic and pandemic of diseases, such as the COVID-19 pandemic, may affect our ability to comply with these covenants.
Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations, sanctions imposed against Russia, outbreaks of epidemic and pandemic of diseases may affect our ability to comply with these covenants.
The ultimate outcome of any litigation matter and the potential costs associated with prosecuting or defending such lawsuits, including the diversion of management’s attention to these matters, could have an adverse effect on us and, in the event of litigation that could reasonably be expected to have a material adverse effect on us, could lead to an event of default under our credit facility.
The ultimate outcome of any litigation matter and the potential costs associated with prosecuting or defending such lawsuits, including the diversion of management’s attention to these matters, could have an adverse effect on us and, in the event of litigation that could reasonably be expected to have a material adverse effect on us, could lead to an event of default under our debt agreements.
In addition, our Partnership Agreement does not prohibit the ability of the members of our General Partner from transferring their respective membership interests in our General Partner to a third-party. Our Sponsor and its affiliates may compete with us.
In addition, our Partnership Agreement does not prohibit the ability of the members of our General Partner from transferring their respective membership interests in our General Partner to a third-party. 10 Table of Contents Our Sponsor and its affiliates may compete with us.
Any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition and could significantly reduce or eliminate our ability to pay distributions on our outstanding units, including our preferred units. ● We currently derive all our revenue and cash flow from a limited number of charterers and the loss of any of these charterers could cause us to suffer losses or otherwise adversely affect our business. ● Our ability to raise capital to repay or refinance our debt obligations or to fund our maintenance or growth capital expenditures will depend on certain financial, business and other factors, many of which are beyond our control.
Any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition and could significantly reduce or eliminate our ability to pay distributions on our outstanding units, including our preferred units. ● Our ability to grow may be adversely affected by our capital allocation strategy. ● We currently derive all our revenue and cash flow from a limited number of charterers and the loss of any of these charterers could cause us to suffer losses or otherwise adversely affect our business. ● Our ability to raise capital to repay or refinance our debt obligations or to fund our maintenance or growth capital expenditures will depend on certain financial, business and other factors, many of which are beyond our control.
Although no vessels operated by us called on ports located in countries or territories that are the subject of country-wide or territory-wide comprehensive sanctions and/or embargoes imposed by the U.S. government or other applicable governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions or embargo laws during 2023, and we endeavor to take precautions reasonably designed to mitigate such risks, it is possible that, in the future our vessels may call on ports in Sanctioned Jurisdictions on charterers’ instructions and/or without our consent.
Although none of our vessels called on ports located in countries or territories that are the subject of country-wide or territory-wide comprehensive sanctions and/or embargoes imposed by the U.S. government or other applicable governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions or embargo laws during 2024, and we endeavor to take precautions reasonably designed to mitigate such risks, it is possible that, in the future our vessels may call on ports in Sanctioned Jurisdictions on charterers’ instructions and/or without our consent.
Any requirement or legislation that requires us to pay more tax could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends.
Any requirement or legislation that requires us to pay more tax could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends. ​ 46 Table of Contents
Measures against epidemics and pandemics, such as COVID-19, in a number of countries may restrict crew rotations on our vessels. Delays in crew rotations have led to issues with crew fatigue, which may result in delays and additional costs relating to crew wages paid to retain the existing crew members on board or other operational issues.
Measures against epidemics and pandemics in a number of countries may restrict crew rotations on our vessels. Delays in crew rotations have led to issues with crew fatigue, which may result in delays and additional costs relating to crew wages paid to retain the existing crew members on board or other operational issues.
After the expiration of the firm period, the Executive Services Agreement was automatically renewed for a successive five year term, and will continue to automatically be renewed for successive five year terms unless terminated earlier. As of December 31, 2023, we incurred approximately $0.6 million in connection with this agreement.
After the expiration of the initial term period, the Executive Services Agreement was automatically renewed for a successive five year term, and will continue to automatically be renewed for successive five year terms unless terminated earlier. As of December 31, 2024, we incurred approximately $0.6 million in connection with this agreement.
Internal Revenue Code of 1986, as amended, or the Code, the United States source gross transportation income of a ship-owning or chartering corporation, such as ourselves, generally is subject to a 4% United States federal income tax, unless such corporation qualifies for exemption from tax under a tax treaty or Section 883 of the Code and the Treasury Regulations promulgated thereunder.
Under the Code, the United States source gross transportation income of a ship-owning or chartering corporation, such as ourselves, generally is subject to a 4% United States federal income tax, unless such corporation qualifies for exemption from tax under a tax treaty or Section 883 of the Code and the Treasury Regulations promulgated thereunder.
We incurred an aggregate expense of approximately $8.2 million in connection with the commercial and technical management of our Fleet for the year ended December 31, 2023. The management fee increases by 3% annually unless otherwise agreed, between us, with approval of our Conflicts Committee, and our Manager.
We incurred an aggregate expense of approximately $8.6 million in connection with the commercial and technical management of our Fleet for the year ended December 31, 2024. The management fee increases by 3% annually unless otherwise agreed, between us, with approval of our Conflicts Committee, and our Manager.
If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash may be threatened and could have a material adverse effect on our business and financial condition.
For example, if banks and financial institutions fail and enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash may be threatened and could have a material adverse effect on our business and financial condition.
In addition, public health threats, such as influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate, including China, Japan and South Korea, which may even become pandemics, such as the COVID-19 virus, could lead to a significant decrease of demand for the transportation of crude oil.
In addition, public health threats, such as outbreaks of highly communicable diseases or viruses, which have, from time to time, occurred in various parts of the world in which we operate, including China, Japan and South Korea, which may even become pandemics, could lead to a significant decrease of demand for the transportation of crude oil.
Only 33 LNG carriers, representing 4.6% of the LNG vessels currently in service, have an Ice Class 1A and Ice-class 1A super designation or equivalent rating, according to Drewry. 23 Table of Contents Although the global newbuilding orderbook dropped sharply in 2008, 2009 and 2010, ordering activity increased in 2011 and 2012 in light of Fukushima nuclear disaster.
Only 33 LNG carriers, representing 4.3% of the LNG vessels currently in service, have an Ice Class 1A and Ice-class 1A super designation or equivalent rating, according to Drewry. Although the global newbuilding orderbook dropped sharply in 2008, 2009 and 2010, ordering activity increased in 2011 and 2012 in light of Fukushima nuclear disaster.
In addition, our Manager provides us with significant management, administrative, executive, financial and other support services. In addition, our ability to enter into new charters and expand our customer relationships depends largely on our ability to leverage our relationship with our Manager and its reputation and relationships in the shipping industry.
In addition, our Manager provides us with significant management, administrative, executive, financial and other support services. 14 Table of Contents In addition, our ability to enter into new charters and expand our customer relationships depends largely on our ability to leverage our relationship with our Manager and its reputation and relationships in the shipping industry.
If we are unable to access the capital markets, raise additional bank financing, or enter into other financing arrangements or generate sufficient cash flow to meet our debt, capital expenditure and other business requirements, we may be forced to take actions such as: · restructuring our debt; · seeking additional debt or equity capital; · selling assets; · reducing distributions relating to our preferred units; · reducing, delaying or cancelling our business activities, acquisitions, investments or capital expenditures; or · seeking bankruptcy protection.
If we are unable to access the capital markets, raise additional bank financing, or enter into other financing arrangements or generate sufficient cash flows to meet our debt, capital expenditure and other business requirements, we may be forced to take actions such as: · restructuring our debt; · seeking additional debt or issuing equity capital; · selling assets; · reducing distributions on our units; · reducing, delaying or cancelling our business activities, acquisitions, investments or capital expenditures; or · seeking bankruptcy protection.
Our financial condition could be materially adversely affected at any time that we have not entered into interest rate hedging arrangements to hedge our exposure to the interest rates applicable to our credit facility and any other financing arrangements we may enter into in the future.
Our financial condition could be materially adversely affected at any time that we have not entered into interest rate hedging arrangements to hedge our exposure to the interest rates applicable to our debt agreements and any other financing arrangements we may enter into in the future.
In 2020, 55 LNG vessels were ordered. Qatar’s LNG newbuilding berth reservation and quicker than expected recovery in LNG trade prompted companies to secure new vessels before newbuilding prices strengthen. New orders for LNG vessels have surged in the last two years and 84 and 175 LNG vessels were ordered in 2021 and 2022 respectively.
In 2020, 55 LNG vessels were ordered. Qatar’s LNG newbuilding berth reservation and quicker than expected recovery in LNG trade prompted companies to secure new vessels before newbuilding prices strengthen. New orders for LNG vessels have surged in 2021 and 2022 and 84 and 175 LNG vessels were ordered, respectively.
As a result, unitholders may be limited in their ability to obtain a premium for their common units. 43 Table of Contents Risks Relating to our Indebtedness Our debt levels could limit our liquidity and flexibility in obtaining additional financing and in pursuing other business opportunities.
As a result, unitholders may be limited in their ability to obtain a premium for their common units. Risks Relating to our Indebtedness Our debt levels could limit our liquidity and flexibility in obtaining additional financing and in pursuing other business opportunities.
Certain of our existing and future debt agreements, which may be secured by mortgages on our vessels, impose and will impose certain operating and financial restrictions on us, including ensuring that the outstanding amount of the debt agreement does not exceed a certain percentage of the aggregate fair market value of the mortgaged vessel(s) under the applicable credit facility, restricting our operations or ability to incur additional debt, pay distributions consistent with our past practices or issue equity that would result in our Sponsor ceasing to directly own at least 30% of our total common partnership interest.
Certain of our existing and future debt agreements, which may be secured by mortgages on our vessels, impose and will impose certain operating and financial restrictions on us, including ensuring that the outstanding amount of the debt agreement does not exceed a certain percentage of the aggregate fair market value of the mortgaged vessel(s) under the loan agreement, restricting our operations or ability to incur additional debt, pay distributions consistent with our past practices or issue equity that would result in our Sponsor ceasing to directly own the majority of our total common partnership interest.
Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Our Borrowing Activities—Term Sheet for New Lease Financing.” Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Our Borrowing Activities—2024 Lease Financing.” Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
The price of our common units has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our common units could incur substantial losses. ​ 39 Table of Contents The price of our common units has fluctuated in the past, has recently been volatile and may be volatile in the future.
The price of our common units has fluctuated in the past, has recently been volatile, and may be volatile in the future, and as a result, investors in our common units could incur substantial losses. The price of our common units has fluctuated in the past, has recently been volatile and may be volatile in the future.
If rates are lower when we are seeking a new charter, our revenues and cash flows may decline. Our ability, from time to time, to charter or re-charter any vessel at favorable rates will depend on, among other things, the prevailing economic conditions in the LNG industry.
Hire rates for LNG carriers may fluctuate substantially. If rates are lower when we are seeking a new charter, our revenues and cash flows may decline. Our ability, from time to time, to charter or re-charter any vessel at favorable rates will depend on, among other things, the prevailing economic conditions in the LNG industry.
Accordingly, higher market interest rates could cause the market price of our Series A Preferred Units or our Series B Preferred Units to decrease. 47 Table of Contents The Series A Preferred Units and the Series B Preferred Units are redeemable at our option.
Accordingly, higher market interest rates could cause the market price of our Series A Preferred Units or our Series B Preferred Units to decrease. The Series A Preferred Units and the Series B Preferred Units are redeemable at our option.
Any of these factors could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distributions to our common and preferred unitholders. Volatility of SOFR and potential changes of the use of SOFR as a benchmark could affect our profitability, earnings, and cash flow.
Any of these factors could have a material adverse effect on our business, financial condition, results of operations and cash flows, including cash available for distribution to our common and preferred unitholders. 9 Table of Contents Volatility of SOFR and potential changes of the use of SOFR as a benchmark could affect our profitability, earnings, and cash flow.
Volatile economic conditions may adversely impact our ability to obtain financing or refinance our current or future credit facilities and other financing arrangements, including our $675 Million Credit Facility, on acceptable terms, which may hinder or prevent us from operating or expanding our business.
Volatile economic conditions may adversely impact our ability to obtain financing or refinance our current or future credit facilities and other financing arrangements, on acceptable terms, which may hinder or prevent us from operating or expanding our business.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Related Party Transactions." All of the vessels in our Fleet, other than the Clean Energy, have been assigned with Lloyds Register Ice Class notation 1A FS, or Ice Class, equivalent to ARC4 of the Russian Maritime Register of Shipping Rules, designation for hull and machinery and are fully winterized, which means that they are designed to call at ice-bound and harsh environment terminals and to withstand temperatures up to minus 30 degrees Celsius.
Related Party Transactions.” All of the vessels in our Fleet, other than the Clean Energy , have been assigned with Lloyds Register Ice Class notation 1A FS, or Ice Class, equivalent to ARC4 of the Russian Maritime Register of Shipping Rules, designation for hull and machinery and are fully winterized, which means that they are designed to call at ice-bound and harsh environment terminals and to withstand temperatures up to minus 30 degrees Celsius.
Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. All of our vessels carry a valid electronic NOI,l or “eNoI.” Under the U.S.
Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. All of our vessels carry a valid electronic NOI, or “eNoI.” Under the U.S.
Demand for shipping for these commodities in the region has been increasing in recent years, driven by several key factors, including: · reduced level of sea ice has extended the summer shipping season in the Arctic and is making some areas easy to navigate; · increase in mineral resource development activities in the Arctic; 68 Table of Contents · commodity demand growth in Asian economies; · technological developments which have made NSR a more feasible shipping route than in the past; and · chronic political problems in the Middle East, piracy in North Africa, and non-transparent commercial disputes over the Suez in Egypt.
Demand for shipping for these commodities in the region has been increasing in recent years, driven by several key factors, including: ● reduced level of sea ice has extended the summer shipping season in the Arctic and is making some areas easy to navigate; ● increase in mineral resource development activities in the Arctic; ● commodity demand growth in Asian economies; ● technological developments which have made NSR a more feasible shipping route than in the past; and 62 Table of Contents ● chronic political problems in the Middle East, piracy in North Africa, and non-transparent commercial disputes over the Suez in Egypt.
The USCG and E.U. authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and EU ports, respectively. As of the date of this annual report, each of our vessels is ISM Code certified.
The USCG and E.U. authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and E.U. ports, respectively. As of the date of this annual report, each of our vessels is ISM Code certified.
The country’s LNG imports expanded by 41% year on year in 2018 as it took steps to shift from coal to natural gas for heating households during the winter because of the government’s policy to increase the share of natural gas in the overall energy demand.
The country’s LNG imports expanded by a 41% year on year in 2018 as it took steps to shift from coal to natural gas for heating households during the winter because of the government’s policy to increase the share of natural gas in the overall energy demand.
Newbuilding orders surged in 2018 and 2019 due to positive outlook of high liquefaction capacity to be added in in coming years, which would have created demand for additional LNG vessels. Newbuilding prices declined in 2020 due to weak LNG prospects and lower new orders.
Newbuilding orders surged in 2018 and 2019 due to positive outlook of high liquefaction capacity to be added in the coming years, which would have created demand for additional LNG vessels. Newbuilding prices declined in 2020 due to weak LNG prospects and lower new orders.
In 2019, Russia added 0.7 mtpa of capacity and the country’s LNG exports surged 32.1 percent to 21.4 million tons with Yamal LNG project ramping up to full capacity. Russia LNG exports have increased in recent years with Yamal LNG project ramping up its full capacity.
In 2019, Russia added 0.7 mtpa of capacity and the country’s LNG exports surged 32.1 percent to 21.4 million tons with Yamal LNG project ramping up to full capacity. Russian LNG exports have increased in recent years with Yamal LNG project ramping up its full capacity.
A valid Safety Management Certificate (SMC) is carried by every managed fleet vessel, endorsed during the intermediate audit and renewed as required. 82 Table of Contents Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with regulation SOLAS II.2/4.2.1, will enter into effect January 1, 2026.
A valid Safety Management Certificate (SMC) is carried by every managed fleet vessel, endorsed during the intermediate audit and renewed as required. 78 Table of Contents Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with regulation SOLAS II.2/4.2.1, will enter into effect January 1, 2026.
As of January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content. On April 18, 2023, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the EU Emissions Trading system which has been in place since 2005.
As of January 2020, E.U. member states must also ensure that ships in all E.U. waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content. On April 18, 2023, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the EU Emissions Trading system which has been in place since 2005.
Annex VI was separately adopted by the IMO in September of 1997, new emissions standards, titled IMO-2020, took effect on January 1, 2020. 79 Table of Contents Vessels that transport gas, including LNG carriers and FSRUs, are also subject to regulation under the International Code for the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk, or the IGC Code, published by the IMO.
Annex VI was separately adopted by the IMO in September of 1997, new emissions standards, titled IMO-2020, took effect on January 1, 2020. 75 Table of Contents Vessels that transport gas, including LNG carriers and FSRUs, are also subject to regulation under the International Code for the Construction and Equipment of Ships Carrying Liquefied Gases in Bulk, or the IGC Code, published by the IMO.
At this session at MEPC 81, measures already in force such as the Data Collection System for fuel oil consumption of ships (IMO DCS), Energy Efficiency Existing Ship Index (EEXI) and Carbon Intensity Indicator (CII) regulations were reviewed along with discussions on mid-term measures and lifecycle assessments of marine fuels with an aim to achieve the reinforced levels of ambition.
At MEPC 81, measures already in force such as the Data Collection System for fuel oil consumption of ships (IMO DCS), Energy Efficiency Existing Ship Index (EEXI) and Carbon Intensity Indicator (CII) regulations were reviewed along with discussions on mid-term measures and lifecycle assessments of marine fuels with an aim to achieve the reinforced levels of ambition.
We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention. 84 Table of Contents Compliance Enforcement Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.
We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention. 80 Table of Contents Compliance Enforcement Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.
We believe that all our vessels are currently compliant in all material respects with these regulations. 80 Table of Contents The Marine Environment Protection Committee, or “MEPC,” adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010.
We believe that all our vessels are currently compliant in all material respects with these regulations. 76 Table of Contents The Marine Environment Protection Committee, or “MEPC,” adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010.
We charter our vessels for a fixed period of time at daily rates that are generally fixed, but which could contain a variable component to adjust for, among other things, inflation and/or to offset the effects of increases in operating expenses. The Amur River is employed under a 13-year charter party with SEFE that expires in 2028.
We have chartered our vessels for a fixed period of time at daily rates that are generally fixed, but which could contain a variable component to adjust for, among other things, inflation and/or to offset the effects of increases in operating expenses. The Amur River is employed under a 13-year charter party with SEFE that expires in 2028.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the E.U., the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time.
International Maritime Organization The International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”), has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”).
International Mar itime Organization The International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”), has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”).
Ships calling at U.S. ports hold a valid COFR coverage in accordance with the CFR requirements. The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities.
Ships calling at U.S. ports hold a valid COFR coverage in accordance with the U.S. federal requirements. The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities.
MEPC 75 adopted amendments to MARPOL Annex VI which brought forward the effective date of the EEDI’s “phase 3” requirements to April 1, 2022, for several ship types, including gas carriers, general cargo ships, and LNG carriers. 81 Table of Contents Additionally, MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships.
MEPC 75 adopted amendments to MARPOL Annex VI which brought forward the effective date of the EEDI’s “phase 3” requirements to April 1, 2022, for several ship types, including gas carriers, general cargo ships, and LNG carriers. 77 Table of Contents Additionally, MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships.
Recently at the MEPC78, the IMO approved a proposal for a new ECA for the Mediterranean Sea as a whole. These amendments will enter into force on May 1, 2024, however ships operating in this ECA will be exempted from compliance with the 0.1% m/m sulfur content standard for fuel oil until July 1, 2025.
Recently at the MEPC78, the IMO approved a proposal for a new ECA for the Mediterranean Sea as a whole. These amendments entered into force on May 1, 2024, however ships operating in this ECA will be exempted from compliance with the 0.1% m/m sulfur content standard for fuel oil until July 1, 2025.
The actual amount of revenues earned in respect of such operating cost component of such variable hire rate may therefore differ from the amounts included in the revenue backlog estimate due to the annual variations in the respective vessels' operating costs. As of the date of this annual report, the average remaining contract duration was approximately 6.8 years.
The actual amount of revenues earned in respect of such operating cost component of such variable hire rate may therefore differ from the amounts included in the revenue backlog estimate due to the annual variations in the respective vessels’ operating costs. As of the date of this annual report, the average remaining contract duration was approximately 5.8 years.
The actual amount of revenues earned in respect of such variable hire rate may therefore differ from the amounts included in the revenue backlog estimate due to the yearly variations in the respective vessels’ operating costs, notwithstanding our current estimated contracted backlog. The average remaining contract duration is approximately 6.8 years.
The actual amount of revenues earned in respect of such variable hire rate may therefore differ from the amounts included in the revenue backlog estimate due to the yearly variations in the respective vessels’ operating costs, notwithstanding our current estimated contracted backlog. The average remaining contract duration is approximately 5.8 years.
These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence or wilful misconduct.
These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence or willful misconduct.
However, by early 2000 new orders were being struck at a new low of around $150 million. 76 Table of Contents After the lows of early 2000, prices crept to $165 million in 2001. Pressure on newbuilding prices pushed prices closer to $160 million in 2002, and by 2003 prices fell to just above $150 million.
However, by early 2000 new orders were being struck at a new low of around $150 million. 72 Table of Contents After the lows of early 2000, prices crept to $165 million in 2001. Pressure on newbuilding prices pushed prices closer to $160 million in 2002, and by 2003 prices fell to just above $150 million.
LNG Carrier Newbuilding Prices: 2010-2023 (End Period – U.S. $ Million) Source: Drewry Prices for larger sized LNG carriers of 210,000-220,000 cbm were around $215 million when they were first ordered in late 2004 and increased to $235 million in the summer of 2005.
LNG Carrier Newbuilding Prices: 2010-2024 (End Period – U.S. $ Million) ​ ​ Source: Drewry Prices for larger sized LNG carriers of 210,000-220,000 cbm were around $215 million when they were first ordered in late 2004 and increased to $235 million in the summer of 2005.
These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from wilful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations.
These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations.
Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels.
Furthermore, the E.U. has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements.
If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our debt agreements.
This increased competition may cause greater price competition for time charters. 78 Table of Contents Seasonality Historically, LNG trade, and therefore charter rates, increased in the winter months and eased in the summer months as demand for LNG in the Northern Hemisphere rose in colder weather and fell in warmer weather.
This increased competition may cause greater price competition for time charters. 74 Table of Contents Seasonality Historically, LNG trade, and therefore charter rates, increased in the winter months and eased in the summer months as demand for LNG in the Northern Hemisphere rose in colder weather and fell in warmer weather.
Generally, every additional one million ton of LNG productive capacity creates demand for up to two standard modern LNG carriers. In the last decade, more countries entered the LNG export market. In December 2022, there were 20 producers and exporters of LNG.
Generally, every additional one million ton of LNG productive capacity creates demand for up to two standard modern LNG carriers. In the last decade, more countries entered the LNG export market. In December 2024, there were 20 producers and exporters of LNG.
The FSICR fairway due ice classes along with the design notional level thicknesses, in order of strength from high to low, are: ​ Class Standard 1A Super (1AS) Design notional level ice thickness of 1.0m. For extreme harsh ice conditions. 1A Design notional level ice thickness of 0.8m. For harsh ice conditions. 1B Design notional level ice thickness of 0.6m.
The FSICR fairway due ice classes along with the design notional level thicknesses, in order of strength from high to low, are: ​ Class ​ Standard 1A Super (1AS) ​ Design notional level ice thickness of 1.0m. For extreme harsh ice conditions. 1A ​ Design notional level ice thickness of 0.8m.
Baltic Sea · Bay and Gulf of Bothnia, Gulf of Finland - Finnish-Swedish Ice Class Rules (FSICR) · Gulf of Finland (Russian territorial waters) - Russian Maritime Register (RMR) Ice Class Rules Arctic Ocean · Barents, Kara, Laptev, East Siberian and Chukchi Seas - Russian Maritime Register (RMR) Ice Class Rules 67 Table of Contents · Beaufort Sea, Baffin Bay, etc. - Canadian Arctic Shipping Pollution Prevention Rules (CASPPR) · RMR Ice Class Rules There are also ice class rules and regulations for commercial ship operations on inland lakes, mainly the Great Lakes/St.
Baltic Sea ● Bay and Gulf of Bothnia, Gulf of Finland - Finnish-Swedish Ice Class Rules (FSICR) ● Gulf of Finland (Russian territorial waters) - Russian Maritime Register (RMR) Ice Class Rules Arctic Ocean ● Barents, Kara, Laptev, East Siberian and Chukchi Seas - Russian Maritime Register (RMR) Ice Class Rules ● Beaufort Sea, Baffin Bay, etc. - Canadian Arctic Shipping Pollution Prevention Rules (CASPPR) ● RMR Ice Class Rules There are also ice class rules and regulations for commercial ship operations on inland lakes, mainly the Great Lakes/St.
Additional amendments to Annex VI, requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, will become effective May 1, 2024. These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs.
Additional amendments to Annex VI, requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective May 1, 2024. These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs.
We currently maintain pollution liability coverage insurance in the amount of $1.0 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operation. Other United States Environmental Initiatives The U.S.
We currently maintain pollution liability coverage insurance in the amount of $1.0 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operation. 82 Table of Contents Other United States Environmental Initiatives The U.S.
Major LNG terminals coming on stream in the last few years include Sabine Pass, Dominion Energy Cove Point, Cameron LNG, Freeport LNG, Cheniere’s Corpus Christi terminal second train, Cameroon LNG, Elba Island, Freeport LNG and five of 10 small trains of Kinder Morgan Inc.’s Elba Island facility. More than 66% of the U.S.
Major LNG terminals coming on stream in the last few years include Sabine Pass, Dominion Energy Cove Point, Cameron LNG, Freeport LNG, Cheniere’s Corpus Christi terminal second train, Cameroon LNG, Elba Island, Freeport LNG, five of 10 small trains of Kinder Morgan Inc.’s Elba Island facility and Plaquemines LNG T1-18. More than 66% of the U.S.
In 2023, the principal trade routes for LNG shipping included Qatar to Europe (the United Kingdom, Italy and Spain), Qatar to Asia (India, Japan and South Korea), Australia to Asia (China, Japan and South Korea), Malaysia to Japan, US to Europe, US to Asia (South Korea and Japan), Russia to Asia (Japan, South Korea, Taiwan and China), Russia to Europe (France, Netherland, United Kingdom and Spain) and US to Europe and Asia.
In 2024, the principal trade routes for LNG shipping included Qatar to Europe (the United Kingdom, Italy and Spain), Qatar to Asia (India, Japan and South Korea), Australia to Asia (China, Japan and South Korea), Malaysia to Japan, US to Europe, US to Asia (South Korea and Japan), Russia to Asia (Japan, South Korea, Taiwan and China), Russia to Europe (France, Netherland, United Kingdom and Spain) and US to Europe and Asia.
However, short term LNG trade data for last ten years indicates that with increasing imports of China from the spot market and taking advantage of the rate spike in winters and other market imbalances, shipowners have increased the spot market exposure in the range of 27% to 40%. 74 Table of Contents Short-term LNG trade 2011-2023 Source: Drewry Spot earnings for LNG ships Spot rates for LNG vessels were at its peak in 2012 following the Fukushima nuclear disaster of March 2011 in Japan.
However, short term LNG trade data for last ten years indicates that with increasing imports of China from the spot market and taking advantage of the rate spike in winters and other market imbalances, shipowners have increased the spot market exposure in the range of 27 to 40%. 70 Table of Contents Short-term LNG trade 2011-2024 ​ ​ Source: Drewry Spot earnings for LNG ships Spot rates for LNG vessels were at its peak in 2012 following the Fukushima nuclear disaster of March 2011 in Japan.
The number of deductible days for the vessels in our Fleet is 14 days per vessel increased to 30 days when trading outside Institute Warrantee Limits. 90 Table of Contents Protection and Indemnity Insurance Protection and indemnity insurance is provided by mutual protection and indemnity associations, or “P&I Associations,” and covers our third-party liabilities in connection with our shipping activities.
The number of deductible days for the vessels in our Fleet is 14 days per vessel increased to 30 days when trading outside Institute Warrantee Limits. Protection and Indemnity Insurance Protection and indemnity insurance is provided by mutual protection and indemnity associations, or “P&I Associations,” and covers our third-party liabilities in connection with our shipping activities.
Information contained on this website does not constitute part of this annual report. C. ORGANIZATIONAL STRUCTURE We were formed on May 30, 2013, as a Marshall Islands limited partnership for the purpose of owning, operating, and acquiring LNG carriers and other business activities incidental thereto.
Information contained on this website does not constitute part of this annual report. 87 Table of Contents C. ORGANIZATIONAL STRUCTURE We were formed on May 30, 2013, as a Marshall Islands limited partnership for the purpose of owning, operating, and acquiring LNG carriers and other business activities incidental thereto.
The EU also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the EU with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply.
The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply.
LNG prices declined in 2023 due to high inventory levels both in Europe and Asia, mild winter and improved global supply of LNG from Qatar, Australia’s Prelude facility and return of Egypt’s LNG exports after a pause. LNG prices surged in 2022 on account of high European LNG demand, low inventory levels and geopolitical uncertainty.
In 2023, LNG prices were impacted due to high inventory levels both in Europe and Asia, mild winter and improved global supply of LNG from Qatar, Australia’s Prelude facility and return of Egypt’s LNG exports after a pause. LNG prices surged in 2022 on account of high European LNG demand, low inventory levels and geopolitical uncertainty.
Rep. 0.7 0.9 1.2 0.9 1.3 1.3 0.9 1.2 1.2 1.2 1.5 1.1 1.0 Egypt — — — — 2.8 0.6 6.2 2.5 0.1 0.0 0.0 3.9 2.3 France 10.6 7.5 6.4 5.4 4.8 7.0 7.4 7.8 15.6 13.1 12.3 25.5 28.2 Greece 0.9 0.7 0.5 0.4 0.3 0.0 1.3 1.5 2.1 2.2 1.6 2.1 1.8 India 12.5 15.0 12.8 13.8 15.9 16.5 18.7 22.3 23.4 26.6 24.0 20.5 22.1 Indonesia — 0.7 1.0 1.6 2.0 2.0 2.6 2.0 3.7 2.8 3.3 2.7 2.1 Israel — — 0.4 0.3 0.4 0.0 0.5 0.0 0.6 0.6 0.1 0.0 0.0 Italy 6.4 5.2 3.7 3.5 4.3 4.1 6.0 5.6 9.8 9.1 6.9 9.5 11.7 Japan 78.1 86.7 87.0 88.0 86.2 83.3 83.6 82.9 76.9 74.4 74.4 72.2 66.2 Jordan — — — — 2.9 3.3 3.3 3.0 1.4 0.8 0.2 0.1 0.2 Kuwait 2.3 2.0 1.6 2.7 2.7 2.7 3.5 3.0 3.6 4.1 5.3 5.8 5.2 Lithuania — — — 0.1 0.4 0.0 0.9 0.0 1.4 1.4 1.1 0.8 0.8 Malaysia — 0.1 1.5 1.7 1.6 1.2 1.8 1.1 2.7 2.6 2.0 2.4 2.3 Mexico 3.0 3.5 5.7 6.8 5.2 4.3 4.8 4.2 4.9 1.9 0.6 0.4 0.5 Netherlands 0.6 0.6 0.6 0.4 0.4 1.1 0.8 1.0 5.8 5.3 5.6 12.3 16.5 Pakistan — — — — 1.1 2.9 4.6 6.0 8.1 7.4 8.2 7.5 5.9 Portugal 2.2 1.5 1.8 1.2 0.7 0.7 2.7 1.2 4.1 2.7 4.1 4.5 4.6 Puerto Rico 0.5 1.0 1.3 1.3 1.2 0.9 0.9 1.0 1.4 0.9 1.5 0.6 0.8 South Korea 36.0 35.9 39.6 37.3 31.9 32.1 37.8 44.0 40.1 40.8 46.9 46.0 44.1 Spain 17.6 14.7 10.9 11.5 9.5 9.6 12.1 10.0 15.7 15.1 13.8 21.9 20.6 Singapore — — 0.9 1.9 2.2 2.2 3.0 3.2 3.3 3.2 3.1 4.0 4.4 Taiwan 11.9 11.7 12.6 13.2 13.7 14.2 16.6 16.7 16.7 17.8 19.4 20.3 20.5 Thailand 0.7 1.0 1.5 1.4 2.6 3.1 3.8 4.4 5.0 5.6 6.6 8.2 10.8 Turkey 4.5 5.7 4.0 5.3 5.5 5.6 7.3 7.1 9.4 10.7 10.0 9.6 10.1 UAE 1.0 1.0 1.1 1.3 1.6 1.5 2.5 2.8 1.4 1.5 1.2 1.8 1.9 UK 18.5 10.0 6.8 6.1 9.4 7.7 4.9 6.6 13.6 13.5 11.0 18.0 18.2 USA 7.3 3.7 2.0 1.2 1.9 1.8 1.5 1.8 1.0 0.9 0.4 0.9 1.2 Africa — — — — — 7.4 — — — — — 7.3 7.1 Others — — — — — 3.4 2.8 5.6 9.0 8.1 11.3 15.4 18.2 World Total 241.5 236.9 237.4 243.3 247.3 258.3 290.3 313.0 354.7 356.1 372.3 401.3 412.5 ​ * Includes Colombia, Jamaica and Poland (1) Provisional estimate Further expansion of regasification and terminal import infrastructure will support the continued growth in Chinese LNG imports.
Rep. 0.9 1.2 0.9 1.3 1.3 0.9 1.2 1.2 1.2 1.5 1.1 1.0 1.8 Egypt — — — 2.8 0.6 6.2 2.5 0.1 0.0 0.0 3.9 2.3 2.6 France 7.5 6.4 5.4 4.8 7.0 7.4 7.8 15.6 13.1 12.3 25.5 28.2 18.8 Greece 0.7 0.5 0.4 0.3 0.0 1.3 1.5 2.1 2.2 1.6 2.1 1.8 2.1 India 15.0 12.8 13.8 15.9 16.5 18.7 22.3 23.4 26.6 24.0 20.5 22.1 27.7 Indonesia 0.7 1.0 1.6 2.0 2.0 2.6 2.0 3.7 2.8 3.3 2.7 2.1 2.7 Israel — 0.4 0.3 0.4 0.0 0.5 0.0 0.6 0.6 0.1 0.0 0.0 0.0 Italy 5.2 3.7 3.5 4.3 4.1 6.0 5.6 9.8 9.1 6.9 9.5 11.4 10.4 Japan 86.7 87.0 88.0 86.2 83.3 83.6 82.9 76.9 74.4 74.4 72.2 66.1 64.8 Jordan — — — 2.9 3.3 3.3 3.0 1.4 0.8 0.2 0.1 0.2 1.3 Kuwait 2.0 1.6 2.7 2.7 2.7 3.5 3.0 3.6 4.1 5.3 5.8 5.2 5.9 Lithuania — — 0.1 0.4 0.0 0.9 0.0 1.4 1.4 1.1 0.8 0.8 2.2 Malaysia 0.1 1.5 1.7 1.6 1.2 1.8 1.1 2.7 2.6 2.0 2.4 2.3 2.9 Mexico 3.5 5.7 6.8 5.2 4.3 4.8 4.2 4.9 1.9 0.6 0.4 0.5 0.7 Netherlands 0.6 0.6 0.4 0.4 1.1 0.8 1.0 5.8 5.3 5.6 12.3 16.5 17.2 Pakistan — — — 1.1 2.9 4.6 6.0 8.1 7.4 8.2 7.5 5.9 6.6 Portugal 1.5 1.8 1.2 0.7 0.7 2.7 1.2 4.1 2.7 4.1 4.5 3.5 3.4 Puerto Rico 1.0 1.3 1.3 1.2 0.9 0.9 1.0 1.4 0.9 1.5 0.6 1.0 1.5 South Korea 35.9 39.6 37.3 31.9 32.1 37.8 44.0 40.1 40.8 46.9 46.0 44.9 46.3 Spain 14.7 10.9 11.5 9.5 9.6 12.1 10.0 15.7 15.1 13.8 21.9 19.7 12.1 Singapore — 0.9 1.9 2.2 2.2 3.0 3.2 3.3 3.2 3.1 4.0 4.4 7.8 Taiwan 11.7 12.6 13.2 13.7 14.2 16.6 16.7 16.7 17.8 19.4 20.3 19.9 21.9 Thailand 1.0 1.5 1.4 2.6 3.1 3.8 4.4 5.0 5.6 6.6 8.2 11.2 12.4 Turkey 5.7 4.0 5.3 5.5 5.6 7.3 7.1 9.4 10.7 10.0 9.6 10.1 11.0 UAE 1.0 1.1 1.3 1.6 1.5 2.5 2.8 1.4 1.5 1.2 1.8 1.9 1.0 UK 10.0 6.8 6.1 9.4 7.7 4.9 6.6 13.6 13.5 11.0 18.0 15.6 7.4 USA 3.7 2.0 1.2 1.9 1.8 1.5 1.8 1.0 0.9 0.4 0.9 1.0 1.1 Africa — — — — 7.4 — — — — — 7.3 7.0 7.1 Others — — — — 3.4 2.8 5.6 9.0 8.1 11.3 15.4 15.9 16.0 World Total 236.9 237.4 243.3 247.3 258.3 290.3 313.0 354.7 356.1 372.3 401.3 408.4 412.4 58 Table of Contents ​ * Includes Colombia, Jamaica and Poland (1) Provisional estimate Further expansion of regasification and terminal import infrastructure will support the continued growth in Chinese LNG imports.
Despite an increase in the number of importers, Japan, South Korea, and China provide the backbone of LNG trade, collectively accounting for 44% of the total LNG imports as of the end of 2023.
Despite an increase in the number of importers, Japan, South Korea, and China provide the backbone of LNG trade, collectively accounting for 45% of the total LNG imports as of the end of 2023.
Our Fleet is managed by our Manager, Dynagas Ltd., a company controlled by Mr. Georgios Prokopiou. See "Item 7. Major Unitholders and Related Party Transactions—B.
Our Fleet is managed by our Manager, Dynagas Ltd., a company controlled by Mr. Georgios Prokopiou. See “Item 7. Major Unitholders and Related Party Transactions—B.
MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, which will become effective May 1, 2024.
MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating values to the IMO DCS, which became effective May 1, 2024.
All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., Lloyd’s Register of Shipping and Bureau Veritas). A vessel must undergo annual surveys, intermediate surveys, dry-dockings and special surveys.
All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., Lloyd’s Register of Shipping and Bureau Veritas). 86 Table of Contents A vessel must undergo annual surveys, intermediate surveys, dry-dockings and special surveys.
For medium ice conditions. 1C Design notional level ice thickness of 0.4m. For mild ice conditions. ​ The FSICR and the system of ice navigation operated during the winter months in the Northern Baltic are the most well-developed criteria and standards for ice navigation.
For harsh ice conditions. 1B ​ Design notional level ice thickness of 0.6m. For medium ice conditions. 1C ​ Design notional level ice thickness of 0.4m. For mild ice conditions. ​ The FSICR and the system of ice navigation operated during the winter months in the Northern Baltic are the most well-developed criteria and standards for ice navigation.
Moreover, in 2012, we were the first company in the world to operate LNG carriers on the Northern Sea Route, which is a shipping lane from the Atlantic Ocean to the Pacific Ocean entirely in Arctic waters, and continue to be one of a limited number of vessel operators to currently do so.
Moreover, in 2012, we were the first company in the world to operate LNG carriers on the Northern Sea Route, which is a shipping lane from the Atlantic Ocean to the Pacific Ocean entirely in Arctic waters, and our Manager continues to be one of a limited number of vessel operators to currently do so.
Natural gas is primarily used for power generation and heating. According to Energy Institute Statistical Review of World Energy 2023, worldwide natural gas reserves are estimated at 188.1 trillion cubic meters (cbm) at the end of 2020, which is enough for nearly 48 years of supply at current rates of consumption.
Natural gas is primarily used for power generation and heating. According to Energy Institute Statistical Review of World Energy 2024, worldwide natural gas reserves are estimated at 188.1 trillion cubic meters (cbm) at the end of 2020, which is enough for nearly 46 years of supply at current rates of consumption.
Effective July 1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 will become effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers.
Amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 became effective July 1, 2024, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers.
However, there can be no assurance that such certificates will be maintained in the future . The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations. United States Regulations The U.S.
However, there can be no assurance that such certificates will be maintained in the future . The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.
In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area”).
In addition, the E.U. imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area”).
LNG Demand In tandem with the growth in the number of LNG suppliers, there has been a corresponding increase in the number of importers. In 2010, there were 34 countries importing LNG and by December 2023, the number increased to 45. LNG imports by country between 2011 and 2023 are shown in the table below.
LNG Demand In tandem with the growth in the number of LNG suppliers, there has been a corresponding increase in the number of importers. In 2010, there were 34 countries importing LNG and by December 2024, the number increased to 45. LNG imports by country between 2012 and 2024 are shown in the table below.
Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. As previously discussed, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the EU’s carbon market are also forthcoming.
Starting in January 2018, large ships over 5,000 gross tonnage calling at E.U. ports are required to collect and publish data on carbon dioxide emissions and other information. As previously discussed, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the E.U.’s carbon market are also forthcoming.
Risk Factors." Our Fleet As of December 31, 2023, we owned and operated a fleet of six LNG carriers, consisting of the three modern steam turbine LNG carriers, the Clean Energy , the Ob River and the Amur River (formerly named the Clean Force ), and three modern tri-fuel diesel electric (TFDE) propulsion technology Ice Class LNG carriers, the Arctic Aurora , the Yenisei River , and the Lena River, which we collectively refer to as our “Fleet.” As of December 31, 2023, the vessels in our Fleet had an average age of 13.4 years and are contracted under multi-year charters with an average remaining charter term of approximately 7.1 years.
Risk Factors.” Our Fleet As of December 31, 2024, we owned and operated a fleet of six LNG carriers, consisting of the three modern steam turbine LNG carriers, the Clean Energy , the Ob River and the Amur River (formerly named the Clean Force ), and three modern tri-fuel diesel electric (“TFDE”) propulsion technology Ice Class LNG carriers, the Arctic Aurora , the Yenisei River , and the Lena River, which we collectively refer to as our “Fleet.” As of December 31, 2024, the vessels in our Fleet had an average age of 14.4 years and are contracted under multi-year charters with an average remaining charter term of approximately 6.1 years.
The number of LNG-fueled vessels on the water is set to increase in coming years. 59 LNG-capable vessels aggregating 2.6 mdwt were delivered in 2021, 121 vessels aggregating 8.7 mdwt were delivered in 2022 and 116 vessels aggregating 15.4 mdwt delivered in 2023.
The number of LNG-fueled vessels on the water is set to increase in coming years. 59 LNG-capable vessels aggregating 2.6 mdwt were delivered in 2021, 121 vessels aggregating 8.7 mdwt were delivered in 2022 and 116 vessels aggregating 15.4 mdwt delivered in 2023 and 170 vessels aggregating 13.9 mdwt delivered in 2024.
Lawrence Seaway. In the context of current commercial newbuilding orders, the FSICR have become the de facto standard for new tonnage. Four ice classes are defined in the FSICR.
Lawrence Seaway. 61 Table of Contents In the context of current commercial newbuilding orders, the FSICR have become the de facto standard for new tonnage. Four ice classes are defined in the FSICR.
Based on the charter contracts described in the preceding paragraphs and the minimum expected number of days committed under those contracts (excluding options to extend), as of April 26, 2024, we have estimated contracted revenue backlog of approximately $1.10 billion, $0.12 billion of which relates to the operating expenses and estimated portion of the hire contained in certain time charter contracts with Yamal, subject to yearly adjustments on the basis of the actual operating costs incurred within each year.
Based on the charter contracts described in the preceding paragraphs and the minimum expected number of days committed under those contracts (excluding options to extend), as of April 10, 2025, we have estimated contracted revenue backlog of approximately $0.95 billion, $0.11 billion of which relates to the operating expenses and estimated portion of the hire contained in certain time charter contracts with Yamal, subject to yearly adjustments on the basis of the actual operating costs incurred within each year.
For further information on the risks associated with our business, please see "Item 3. Key Information—D.
For further information on the risks associated with our business, please see “Item 3. Key Information—D.
Ice Class LNG Fleet The number of ships in the international LNG fleet with an ice class standard is very low. As of March 2024, there were only 33 LNG carriers with Ice Class 1A and Ice-Class 1A Super Standard in operation and 13 vessels on order.
Ice Class LNG Fleet The number of ships in the international LNG fleet with an ice class standard is very low. As of February 2025, there were only 33 LNG carriers with Ice Class 1A and Ice-Class 1A Super Standard in operation and 13 vessels on order.
Natural Gas Share of Primary Energy Consumption: 1970-2023 1 (% – Based On Million Tons Oil Equivalent) (1) Provisional estimate Source: BP Statistical Review, Shell LNG outlook, Drewry Natural gas has a number of advantages that make it a competitive source of energy in the future.
Natural Gas Share of Primary Energy Consumption: 1970-2024 1 (% – Based On Million Tons Oil Equivalent) ​ ​ 51 Table of Contents (1) Provisional estimate Source: BP Statistical Review, Shell LNG outlook, Drewry Natural gas has a number of advantages that make it a competitive source of energy in the future.
There has also been strong growth of LNG imports by India, Taiwan and Spain due to increasing demand from the power sector in those countries and their respective government’s focus on the use of natural gas as a source of energy to reduce air pollution caused by conventional sources of energy. 63 Table of Contents China’s LNG imports commenced in 2006 and have since grown exponentially from 0.7 million tons in 2006 to 62.1 million tons in 2022.
There has also been strong growth of LNG imports by India, Taiwan and Spain due to increasing demand from the power sector in those countries and their respective government’s focus on the use of natural gas as a source of energy to reduce air pollution caused by conventional sources of energy. 57 Table of Contents China’s LNG imports commenced in 2006 and have since grown exponentially from 0.7 million tons in 2006 to 76.8 million tons in 2024.
World trade in LNG has risen from 237.5 million tons in 2013 to an estimated 412.5 million tons in 2023. 61 Table of Contents LNG Exports: 2010-2023 1 (Million Tons) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exporters 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023e % Change 22-23 ALG 12.5 10.5 10.9 12.6 11.8 11.6 12.3 12.0 12.2 10.9 11.8 9.3 11.9 28.2% USA# 1.5 0.5 0.1 0.3 0.6 3.2 12.2 18.5 33.8 50.8 67.0 82.2 88.8 8.1% LIB 0.1 — — — — — — 0.0 0.0 0.0 0.0 0.0 n/a BRU 6.9 6.6 6.9 6.0 6.4 6.0 6.9 6.8 6.4 6.3 5.6 4.5 4.8 6.8% UAE 5.8 5.5 5.4 5.8 5.6 5.4 5.6 5.8 5.8 5.0 6.0 5.4 4.2 -22.3% INO 21.3 17.5 16.4 15.8 16.0 15.5 18.7 18.0 15.5 13.7 13.8 14.0 15.9 13.7% MAL 24.3 23.2 24.7 24.8 24.9 23.4 26.9 24.3 26.2 23.0 24.9 26.2 22.7 -13.5% AUS 18.9 20.5 22.1 23.1 29.0 41.5 55.6 67.8 75.4 77.9 78.5 82.7 81.3 -1.6% QAT 74.9 76.7 77.0 75.5 77.6 76.2 77.5 78.0 77.8 76.9 77.0 82.0 81.2 -1.0% TNT 13.8 13.7 14.4 14.1 12.4 10.4 10.2 10.1 12.5 11.9 6.2 8.5 7.5 -12.2% NIG 18.9 19.9 16.3 18.5 20.1 17.3 20.3 20.0 20.8 18.9 16.4 14.2 12.5 -12.2% OMA 8.0 8.2 8.4 7.8 7.4 7.8 8.2 8.0 10.3 8.5 10.2 11.3 11.4 0.9% EGY 6.3 4.9 2.7 0.3 — 0.5 0.8 0.8 3.5 3.4 6.6 6.3 3.5 -44.8% EQG 3.8 3.5 3.7 3.7 3.6 3.2 3.9 3.8 2.8 2.6 2.7 3.8 4.1 7.1% CAM — — — — — — — — — — 1.3 1.4 2.7 97.1% NOR 2.9 3.3 2.8 3.9 4.4 4.6 3.9 3.9 4.7 3.3 0.2 2.8 4.2 50.3% RUS 10.5 10.8 10.4 10.6 10.6 10.2 11.5 16.2 29.3 30.8 29.6 32.2 31.4 -2.6% YMN 6.5 5.2 7.0 6.5 1.4 — — 0.0 0.0 0.0 0.0 0.0 0.0 n/a PER 3.7 3.9 4.1 4.2 3.6 4.0 3.7 3.8 3.8 3.6 2.6 4.0 4.6 15.2% FRA — — — — — 1.1 1.1 1.0 0.0 0.0 0.0 0.0 0.0 n/a BEL# 0.4 0.3 1.1 1.1 0.9 — 0.0 0.0 0.0 0.0 0.0 0.0 0.0 n/a ESP# 0.5 1.2 2.1 3.8 2.3 0.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0 n/a Papua — — — 3.4 7.1 7.6 8.1 8.0 8.2 8.2 8.3 8.4 8.2 -1.9% Others## — 0.7 0.9 1.5 1.4 3.2 3.2 6.2 5.7 1.7 3.5 2.2 11.6 427.3% Total 241.5 236.9 237.5 243.3 247.4 253.0 290.7 313.0 354.7 357.3 372.3 401.4 412.5 7.8% ​ # Include re-exports ## Includes re-exports from Brazil, France, Portugal, South Korea, Japan and Greece (1) Provisional estimate Source: BP statistical review, Drewry Major LNG exporting regions have undergone significant transition in the last ten years with market share of Indonesia and Malaysia having sharply declined.
World trade in LNG has risen from 243.3 million tons in 2014 to an estimated 412.4 million tons in 2024. ​ 55 Table of Contents LNG Exports: 2010-2024 1 (Million Tons) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % Change ​ Exporters 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024e 22-23 ​ ALG 10.5 10.9 12.6 11.8 11.6 12.3 12.0 12.2 10.9 11.8 9.3 12.7 11.1 (12.4) % USA# 0.5 0.1 0.3 0.6 3.2 12.2 18.5 33.8 50.8 67.0 82.2 88.8 89.4 0.6 % LIB — — — — — — ​ 0.0 0.0 0.0 0.0 0.0 0.0 — ​ BRU 6.6 6.9 6.0 6.4 6.0 6.9 6.8 6.4 6.3 5.6 4.5 4.6 4.5 (0.3) % UAE 5.5 5.4 5.8 5.6 5.4 5.6 5.8 5.8 5.0 6.0 5.4 5.0 5.5 9.3 % INO 17.5 16.4 15.8 16.0 15.5 18.7 18.0 15.5 13.7 13.8 14.0 15.6 14.5 (7.3) % MAL 23.2 24.7 24.8 24.9 23.4 26.9 24.3 26.2 23.0 24.9 26.2 26.5 26.8 1.0 % AUS 20.5 22.1 23.1 29.0 41.5 55.6 67.8 75.4 77.9 78.5 82.7 81.1 82.0 1.2 % QAT 76.7 77.0 75.5 77.6 76.2 77.5 78.0 77.8 76.9 77.0 82.0 80.0 79.2 (0.9) % TNT 13.7 14.4 14.1 12.4 10.4 10.2 10.1 12.5 11.9 6.2 8.5 7.7 8.2 7.3 % NIG 19.9 16.3 18.5 20.1 17.3 20.3 20.0 20.8 18.9 16.4 14.2 13.2 14.7 11.7 % OMA 8.2 8.4 7.8 7.4 7.8 8.2 8.0 10.3 8.5 10.2 11.3 11.4 10.8 (5.6) % EGY 4.9 2.7 0.3 - 0.5 0.8 0.8 3.5 3.4 6.6 6.3 3.6 0.5 (84.8) % EQG 3.5 3.7 3.7 3.6 3.2 3.9 3.8 2.8 2.6 2.7 3.8 2.8 4.4 54.9 % CAM — — — — — — — — — 1.3 1.4 1.6 2.0 29.0 % NOR 3.3 2.8 3.9 4.4 4.6 3.9 3.9 4.7 3.3 0.2 2.8 4.4 4.7 5.0 % RUS 10.8 10.4 10.6 10.6 10.2 11.5 16.2 29.3 30.8 29.6 32.2 30.8 33.5 8.7 % YMN 5.2 7.0 6.5 1.4 — — ​ 0.0 0.0 0.0 0.0 0.0 0.0 — ​ PER 3.9 4.1 4.2 3.6 4.0 3.7 3.8 3.8 3.6 2.6 4.0 3.5 4.2 17.8 % FRA ​ ​ ​ ​ 1.1 1.1 1.0 0.0 0.0 0.0 0.0 0.0 0.0 — ​ BEL# 0.3 1.1 1.1 0.9 — 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 — ​ ESP# 1.2 2.1 3.8 2.3 0.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 — ​ Papua — — 3.4 7.1 7.6 8.1 8.0 8.2 8.2 8.3 8.4 8.1 8.0 (2.0) % Others## 0.7 0.9 1.5 1.4 3.2 3.2 6.2 5.7 1.7 3.5 2.2 7.1 8.5 19.7 % Total 236.9 237.5 243.3 247.4 253.0 290.7 313.0 354.7 357.3 372.3 401.4 408.4 412.4 0.0 ​ ​ # Include re-exports ## Includes re-exports from Brazil, France, Portugal, South Korea, Japan and Greece (1) Provisional estimate Source: BP statistical review, Drewry Major LNG exporting regions have undergone significant transition in the last ten years with market share of Indonesia and Malaysia having sharply declined.
In connection with the IPO, the Partnership entered into certain agreements, including the Omnibus Agreement with our Sponsor, which provides the Partnership with the right to purchase certain identified liquefied natural gas (“LNG”) carrier vessels at a purchase price to be determined pursuant to the terms and conditions contained therein.
In connection with the IPO, the Partnership entered into certain agreements, including the Omnibus Agreement with our Sponsor, which provides the Partnership with the right to purchase certain identified LNG carrier vessels at a purchase price to be determined pursuant to the terms and conditions contained therein.
To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.
Maritime Transportation Security Act of 2002 (“MTSA”). To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.
During 2013-2023, natural gas consumption rose 2.4% per annum, with growth of 4.6% per annum in Africa, 3.8% per annum in the Middle East, 3.3% in the Asia-Pacific, followed by 3.2% per annum in North America. After declining 2.1% in 2020, global natural gas consumption surged 5.0% in 2021 mainly driven by sharp recovery in global economy.
During 2014-2024, natural gas consumption rose 2.0% per annum, with growth of 3.6% per annum in Africa, 3.1% in the Asia-Pacific, 2.7% per annum in the Middle East, followed by 2.4% per annum in North America. After declining 2.1% in 2020, global natural gas consumption surged 5.0% in 2021 mainly driven by sharp recovery in global economy.
These regulations could cause us to incur additional substantial expenses. 88 Table of Contents The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020.
These regulations could cause us to incur additional substantial expenses. The E.U. made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The E.U. also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020.
For example, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004. The BWM Convention entered into force on September 8, 2017.
For example, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004 and entered into force in 2017.
The fast-declining Russian gas supply to Europe forced the region towards LNG to counter the deficit. China’s LNG imports surged in 2017 and surpassed South Korea’s to become the second biggest LNG importing nation.
The fast-declining Russian gas supply to Europe forced the region towards LNG to counter the deficit. China’s LNG imports surged in 2017 and surpassed South Korea’s to become the second biggest LNG importing nation. China became the largest LNG importer in 2023.
However, as a result of the significant challenges facing the listed midstream energy MLP industry, our cost of equity capital remained elevated for a prolonged period, making the funding of new acquisitions challenging.
However, as a result of the significant challenges facing the listed midstream energy Master Limited Partnership (“MLP”) industry, our cost of equity capital remained elevated for a prolonged period, making the funding of new acquisitions challenging.
These ships are a niche part of the market and command a premium over the freight rates of non-ice class vessels. The age profile of the existing fleet as of March 31, 2024, is shown below. The average age of all LNG carriers in service is 10.9 years, with lower fleet ages for comparatively bigger vessels and smaller vessels.
These ships are a niche part of the market and command a premium over the freight rates of non-ice class vessels. The age profile of the existing fleet as of February 28, 2025, is shown below. The average age of all LNG carriers in service is 10.5 years, with lower fleet ages for comparatively bigger vessels and smaller vessels.
The increases in seaborne LNG trade and ship demand over the last three years have resulted in rapid growth in the overall fleet size. LNG fleet capacity has expanded at a CAGR of 7.1% per annum between 2013 and 2023.
The increases in seaborne LNG trade and ship demand over the last three years have resulted in rapid growth in the overall fleet size. LNG fleet capacity has expanded at a CAGR of 7.2% per annum between 2014 and 2024.
OPA defines these other damages broadly to include: i. injury to, destruction or loss of, or loss of use of natural resources and related assessment costs; ii. injury to, or economic losses resulting from, the destruction of real and personal property; iii. loss of subsistence use of natural resources that are injured, destroyed or lost; iv. net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; v. lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and vi. net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
OPA defines these other damages broadly to include: i. injury to, destruction or loss of, or loss of use of natural resources and related assessment costs; ii. injury to, or economic losses resulting from, the destruction of real and personal property; iii. loss of subsistence use of natural resources that are injured, destroyed or lost; iv. net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; v. lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and vi. net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources. 81 Table of Contents OPA contains statutory caps on liability and damages; such caps do not apply to direct clean-up costs.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The United States re-joined the Paris Agreement on February 19, 2021.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships.
China’s use of natural gas as a share of the country’s overall energy demand increased from 5.5% to 8.2% during the country’s 13th Five Year Plan and the share of coal declined from 64% in 2015 to 56.6% in 2020.
China’s coal to natural gas switch is driven by the country’s intent to reduce pollution. China’s use of natural gas as a share of the country’s overall energy demand increased from 5.5% to 8.2% during the country’s 13th Five Year Plan and the share of coal declined from 64% in 2015 to 56.6% in 2020.
According to Drewry, as of March 2024, only 33 LNG carriers, representing 4.6% of the LNG vessels in the global LNG fleet, have an Ice Class 1A and Ice-class 1A super designation or equivalent rating.
According to Drewry, as of February 2025, only 33 LNG carriers, representing 4.3% of the LNG vessels in the global LNG fleet, have an Ice Class 1A and Ice-class 1A super designation or equivalent rating.
While these countries are among the three largest LNG importers, their share in global LNG import declined sharply in 2022 and 2023 (from 53% in 2021 to 44.1% in 2023) due to the increase in LNG import by the European countries and power generation from nuclear and renewable sources in Japan and South Korea.
While these countries are among the three largest LNG importers, their share in global LNG import has declined sharply in since 2022 (from 53% in 2021 to 45.6% in 2024) due to the increase in LNG import by the European countries and power generation from nuclear and renewable sources in Japan and South Korea.
These factors have made NSR a promising alternative. Northern Sea Route Source: Drewry With Yamal LNG project coming on stream in 2016, transit LNG cargo volume through Northern Sea Route (NSR) has increased 25.6% between 2019 and 2023. In 2022, cargo to Asia from Yamal LNG declined as more cargo went to Europe.
These factors have made NSR a promising alternative. Northern Sea Route ​ ​ Source: Drewry With Yamal LNG project coming on stream in 2016, LNG export through Northern Sea Route (NSR) has increased 107.5% between 2019 and 2024. In 2022, cargo to Asia from Yamal LNG declined as more cargo went to Europe.
High deliveries in the last three years have led to a sharp increase in LNG fleet in these years. ​ LNG Fleet: 2015-March 2024 Source: Drewry ​ Within the current worldwide fleet, there are only 76 vessels with ice class certification and these vessels account for close to 9.6% of the global LNG fleet.
High deliveries in the last four years have led to a sharp increase in LNG fleet in these years. 68 Table of Contents LNG Fleet: 2015- February 2025 ​ ​ Source: Drewry Within the current worldwide fleet, there are only 76 vessels with ice class certification and these vessels account for close to 9.6% of the global LNG fleet.
We caution not to place undue reliance on information regarding or estimated contract backlog. In 2023, we earned 43% (2022: 41%) of our revenues from Yamal which primarily traded from Russian LNG ports.
We caution not to place undue reliance on information regarding or estimated contract backlog. 50 Table of Contents In 2024, we earned 34% (2023: 43%) of our revenues from Yamal which primarily traded from Russian LNG ports.
World Natural Gas Trade 2011–––-2023 1 (Billion Cubic Meters) (1) Provisional estimate Source: Drewry 66 Table of Contents LNG Shipping Routes Although the number of LNG shipping routes has increased in recent years due to growth in the number of LNG suppliers and consumers, demand for shipping services remains heavily focused on a number of key trade routes.
International trade in natural gas grew 1.3% year over year in 2024 after declining 3.1% year over year in 2023 as LNG trade increased. 59 Table of Contents World Natural Gas Trade 2011–––-2024 1 (Billion Cubic Meters) ​ ​ (1) Provisional estimate Source: Drewry LNG Shipping Routes Although the number of LNG shipping routes has increased in recent years due to growth in the number of LNG suppliers and consumers, demand for shipping services remains heavily focused on a number of key trade routes.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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As of the date of this annual report, all six vessels in our Fleet vessels are contracted to time charters, with international energy companies, including SEFE, Equinor, Yamal and NextDecade, providing us with the benefits of stable cash flows and high utilization rates.
As of the date of this annual report, all six vessels in our Fleet are contracted to time charters, with international energy companies, including SEFE, Equinor, Yamal and NextDecade, providing us with the benefits of stable cash flows and high utilization rates.
We have obtained loss of hire insurance to protect us against loss of income in the event one of our vessels cannot be employed due to damage that is covered under the terms of our hull and machinery insurance.
We have obtained loss of hire insurance to protect us against loss of income in the event one of our vessels cannot be employed due to damage that is covered under the terms of our hull and machinery insurance.
In addition, factors beyond our control, such as developments relating to market premiums for insurance and the value of the U.S. dollar compared to currencies in which certain of our expenses, primarily vessels’ dry-docking and maintenance costs, are paid, can cause our vessel operating expenses to increase; · The number of off-hire days and dry-docking requirements, including our ability to complete scheduled dry-docking on time and within budget; · The timely delivery of any vessels we may acquire in the future; · Our ability to maintain solid working relationships with our existing charterers and our ability to increase the number of our charterers through the development of new working relationships; · The performance of our charterers’ obligations under their charter agreements; · The effective and efficient technical management of the vessels under our Master Agreement; · Our ability to obtain acceptable equity and debt financing to fund our capital commitments; · The supply and demand relationship for LNG shipping services; · Our ability to obtain and maintain regulatory approvals and to satisfy technical, health, safety and compliance standards that meet our charterers’ requirements; · Our ability to successfully defend against any claims, suits, and complaints, including, but not limited to, those involving laws and regulations; 93 Table of Contents · Economic, regulatory, political, and governmental conditions that affect shipping and the LNG industry, which include changes in the number of new LNG importing countries and regions, as well as structural LNG market changes impacting LNG supply that may allow greater flexibility and competition of other energy sources with global LNG use; · Our ability to successfully employ our vessels at economically attractive rates, as our charters expire or are otherwise terminated; · Our access to capital required to acquire additional ships and/or implement our business strategy; · Our level of debt, the related interest expense, our debt amortization levels, and the timing of required principal installments; · The level of our general and administrative expenses, including salaries and costs of consultants; · Our charterers’ right for early termination of the charters under certain circumstances; · Performance of our counterparties, which are limited in number, including our charterers’ ability to make charter payments to us; and · The level of any distribution on all classes of our units.
In addition, factors beyond our control, such as developments relating to market premiums for insurance and the value of the U.S. dollar compared to currencies in which certain of our expenses, primarily vessels’ dry-docking and maintenance costs, are paid, can cause our vessel operating expenses to increase; · The number of off-hire days and dry-docking requirements, including our ability to complete scheduled dry-docking on time and within budget; · The timely delivery of any vessels we may acquire in the future; · Our ability to maintain solid working relationships with our existing charterers and our ability to increase the number of our charterers through the development of new working relationships; · The performance of our charterers’ obligations under their charter agreements; · The effective and efficient technical management of the vessels under our Master Agreement; · Our ability to obtain acceptable equity and debt financing to fund our capital commitments; · The supply and demand relationship for LNG shipping services; · Our ability to obtain and maintain regulatory approvals and to satisfy technical, health, safety and compliance standards that meet our charterers’ requirements; · Our ability to successfully defend against any claims, suits, and complaints, including, but not limited to, those involving laws and regulations; 90 Table of Contents · Economic, regulatory, political, and governmental conditions that affect shipping and the LNG industry, which include changes in the number of new LNG importing countries and regions, as well as structural LNG market changes impacting LNG supply that may allow greater flexibility and competition of other energy sources with global LNG use; · Our ability to successfully employ our vessels at economically attractive rates, as our charters expire or are otherwise terminated; · Our access to capital required to acquire additional ships and/or implement our business strategy; · Our level of debt, the related interest expense, our debt amortization levels, and the timing of required principal installments; · The level of our general and administrative expenses, including salaries and costs of consultants; · Our charterers’ right for early termination of the charters under certain circumstances; · Performance of our counterparties, which are limited in number, including our charterers’ ability to make charter payments to us; and · The level of any distribution on all classes of our units.
Consolidated Statements and Other Financial Information—Our Cash Distribution Policy.” Distributions on Series A Preferred Units We paid a cash distribution of $0.5625 per unit to all Series A Preferred unitholders on February 12, 2020, May 12, 2020, August 12, 2020, November 12, 2020, February 12, 2021, May 12, 2021, August 12, 2021, November 12, 2021, February 14, 2022, May 12, 2022, August 12, 2022, November 14, 2022, February 13, 2023, May 12, 2023, August 14, 2023, November 13, 2023, and February 12, 2024.
Consolidated Statements and Other Financial Information—Our Cash Distribution Policy.” Distributions on Series A Preferred Units We paid a cash distribution of $0.5625 per unit to all Series A Preferred unitholders on February 12, 2020, May 12, 2020, August 12, 2020, November 12, 2020, February 12, 2021, May 12, 2021, August 12, 2021, November 12, 2021, February 14, 2022, May 12, 2022, August 12, 2022, November 14, 2022, February 13, 2023, May 12, 2023, August 14, 2023, November 13, 2023, and February 12, 2024, May 13, 2024, August 12, 2024, November 12, 2024 and February 12, 2025.
Our Series B Preferred Units trade on the NYSE under the ticker symbol “DLNG PR B.” On July 2, 2020, we entered into the Original Agreement with Virtu Americas LLC, as sales agent, for the offer and sale, from time to time, of up to an aggregate of $30.0 million of our common units representing limited partnership interests under an “at-the-market” offering program.
Our Series B Preferred Units trade on the NYSE under the ticker symbol “DLNG PR B.” On July 2, 2020, we entered into a sales agreement, or the Original Agreement, with Virtu Americas LLC, as sales agent, for the offer and sale, from time to time, of up to an aggregate of $30.0 million of our common units representing limited partnership interests under an “at-the-market” offering program.
In developing the estimate for the effective fleet utilization, the Partnership takes into account the period(s) each vessel is expected to undergo its scheduled maintenance (dry-docking and special surveys) and each vessel’s loss of hire resulting from repositioning or other conditions. 97 Table of Contents The estimated salvage value of each vessel is $500 per lightweight ton, in accordance with our vessel depreciation policy.
In developing the estimate for the effective fleet utilization, the Partnership takes into account the period(s) each vessel is expected to undergo its scheduled maintenance (dry-docking and special surveys) and each vessel’s loss of hire resulting from repositioning or other conditions. 94 Table of Contents The estimated salvage value of each vessel is $500 per lightweight ton, in accordance with our vessel depreciation policy.
This increase was primarily attributable to cash used for the abovementioned installation of the BWTS on the Arctic Aurora , the Yenisei River and the Lena River compared to cash used for installation of BWTS on other three vessels in 2022.
This increase was primarily attributable to cash used for the installation of the BWTS on the Arctic Aurora , the Yenisei River and the Lena River compared to cash used for installation of BWTS on other three vessels in 2022.
In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them. 99 Table of Contents Depreciation We depreciate our vessels on a straight-line basis over their estimated useful lives, after considering their estimated residual values.
In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them. 96 Table of Contents Depreciation We depreciate our vessels on a straight-line basis over their estimated useful lives, after considering their estimated residual values.
Weak freight market rates result in owners scrapping more vessels and scrapping them earlier in their lives due to the unattractive returns. 98 Table of Contents An increase in the useful life of the vessel may occur as a result of superior vessel maintenance performed, favorable ocean going and weather conditions, superior quality of shipbuilding, or high freight market rates, which result in owners scrapping the vessels later in their lives due to the attractive cash flows.
Weak freight market rates result in owners scrapping more vessels and scrapping them earlier in their lives due to the unattractive returns. 95 Table of Contents An increase in the useful life of the vessel may occur as a result of superior vessel maintenance performed, favorable ocean going and weather conditions, superior quality of shipbuilding, or high freight market rates, which result in owners scrapping the vessels later in their lives due to the attractive cash flows.
Our actual results could differ materially from those discussed in these forward-looking statements. See “Item 3. Key Information—D. Risk Factors” and the section entitled “Forward-Looking Statements” at the beginning of this annual report. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. 91 Table of Contents A.
Our actual results could differ materially from those discussed in these forward-looking statements. See “Item 3. Key Information—D. Risk Factors” and the section entitled “Forward-Looking Statements” at the beginning of this annual report. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. 88 Table of Contents A.
Under our loss of hire policies, our insurer generally will pay us the hire rate agreed in respect of each vessel for each day in excess of 14 days (increased to 30 days while navigating outside Institute Warrantee Limits) and with a maximum period of between 120 and 180 days. 94 Table of Contents Voyage Expenses.
Under our loss of hire policies, our insurer generally will pay us the hire rate agreed in respect of each vessel for each day in excess of 14 days (increased to 30 days while navigating outside Institute Warrantee Limits) and with a maximum period of between 120 and 180 days. 91 Table of Contents Voyage Expenses.
Commissions paid to brokers are deferred and amortized over the related charter period to the extent revenue has been deferred since commissions are earned as our revenues are earned.
Commissions paid to brokers are deferred and amortized over the related charter period to the extent revenue has been deferred since commissions are incurred as our revenues are earned.
Consolidated Statements and Other Financial Information—Our Cash Distribution Policy.” Distributions on Series B Preferred Units We paid a cash distribution of $0.546875 per unit to all Series B Preferred unitholders on February 24, 2020, May 22, 2020, August 24, 2020, November 23, 2020, February 22, 2021, May 24, 2021, August 23, 2021, November 22, 2021, February 22, 2022, May 23, 2022, August 22, 2022, November 22, 2022, February 22, 2023, May 22, 2023, August 22, 2023, and November 22, 2023 We paid a cash distribution of $0.71764025 per unit to all Series B Preferred unitholders on February 22, 2024.
Consolidated Statements and Other Financial Information—Our Cash Distribution Policy.” Distributions on Series B Preferred Units We paid a cash distribution of $0.546875 per unit to all Series B Preferred unitholders on February 24, 2020, May 22, 2020, August 24, 2020, November 23, 2020, February 22, 2021, May 24, 2021, August 23, 2021, November 22, 2021, February 22, 2022, May 23, 2022, August 22, 2022, November 22, 2022, February 22, 2023, May 22, 2023, August 22, 2023, and November 22, 2023.
The assumptions made reflect our experience, market conditions and the current practice in the LNG industry; however, they required more discretion since there is a lack of historical references in scrap prices of similar types of vessels. 95 Table of Contents Interest and Finance Costs.
The assumptions made reflect our experience, market conditions and the current practice in the LNG industry; however, they required more discretion since there is a lack of historical references in scrap prices of similar types of vessels. 92 Table of Contents Interest and Finance Costs.
OPERATING RESULTS Overview Since our IPO in November 2013, we have been a growth-oriented limited partnership focused on owning and operating LNG carriers growing our fleet from three vessels at the time of our IPO to six vessels to date.
OPERATING RESULTS Overview Since our IPO in November 2013, we have been a limited partnership focused on owning and operating LNG carriers growing our fleet from three vessels at the time of our IPO to six vessels to date.
Financial Statements” of this annual report. 96 Table of Contents Voyage Revenues and related expenses Revenues are generated from time charter agreements, which contain a lease as they meet the criteria of a lease under ASC 842.
Financial Statements” of this annual report. 93 Table of Contents Voyage Revenues and related expenses Revenues are generated from time charter agreements, which contain a lease as they meet the criteria of a lease under ASC 842.
The 2019 Notes commenced trading on the NYSE on December 30, 2014 under the ticker symbol “DLNG 19.” On October 30, 2019, we redeemed the entire outstanding balance of the 2019 Notes of $250 million aggregate principal amount using proceeds from the $675 Million Credit Facility (as described below) together with cash on hand.
The 2019 Notes commenced trading on the NYSE on December 30, 2014 under the ticker symbol “DLNG 19.” On October 30, 2019, we redeemed the entire outstanding balance of the 2019 Notes of $250 million aggregate principal amount using proceeds from the $675 Million Credit Facility together with cash on hand.
Year ended December 31, 2022 compared to the year ended December 31, 2021 For a discussion of our results for the year ended December 31, 2022 compared to the year ended December 31, 2021, please see “Item 5. Operating and Financial Review and Prospects – A.
Year ended December 31, 2023 compared to the year ended December 31, 2022 For a discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5. Operating and Financial Review and Prospects – A.
Spot charter rates declined in 2019 on account of decline in Chinese LNG import growth rate, higher LNG inventory levels in Europe and Asia and mild winter. Spot LNG shipping rates declined in 2020 as COVID-19 adversely impacted global LNG trade. Many U.S. LNG cargos were cancelled due to weak Asian LNG demand.
Spot charter rates declined in 2019 on account of declines in Chinese LNG import growth rates, higher LNG inventory levels in Europe and Asia and a mild winter. Spot LNG shipping rates declined in 2020 as COVID-19 adversely impacted global LNG trade. Many U.S. LNG cargos were cancelled due to weak Asian LNG demand.
In August 2020, we entered into the A&R Sales Agreement with Virtu Americas LLC and DNB Markets, Inc., for the offer and sale of common units representing limited partnership interests, having an aggregate offering price of up to $30.0 million.
In August 2020, we entered into an amended and restated ATM Sales Agreement, or the A&R Sales Agreement, with Virtu Americas LLC and DNB Markets, Inc., for the offer and sale of common units representing limited partnership interests, having an aggregate offering price of up to $30.0 million.
Under time charters, we are responsible for providing the crewing and other services related to the vessel’s operations, the cost of which is included in the daily hire rate, except when off-hire. Off-hire (Including Commercial Waiting Time).
Under time charters, we are responsible for providing the crewing and other services related to the vessel’s operations, the cost of which is included in the daily hire rate, except when off-hire.
For vessels that are 15 years or older, dry-docking takes place every 30 months as required for the renewal of certifications required by classification societies, or, subject to special considerations, an “in water survey in lieu of dry-dock” can take place between the two special surveys.
For vessels that are 15 years or older, dry-docking takes place every 36 months as required by classification societies, or, subject to special considerations, an “in water survey in lieu of dry-dock” can take place between the two special surveys.
During the year ended December 31, 2021, we issued and sold 1,189,667 of our common units resulting in net proceeds of $3.3 million under the A&R Sales Agreement. No common units were sold under the A&R Sales Agreement during the years ended December 31, 2022 and 2023.
During the year ended December 31, 2021, we issued and sold 1,189,667 of our common units resulting in net proceeds of $3.3 million under the A&R Sales Agreement. No common units were sold under the A&R Sales Agreement during the years ended December 31, 2022, 2023 and 2024. The A&R Sales Agreement is no longer in effect.
This decrease is mainly due to the increase of receipts of derivative instruments by $17.2, which was offset by an increase of repayments of the $675 Million Credit Facility by $12.6 million, due to the amounts paid for the abovementioned voluntary prepayments of $31.3 million and $18.73 million, on March 27, 2023 and October 12, 2022.
This decrease was mainly due to the increase of receipts of derivative instruments by $17.2 million, which was offset by an increase in of repayments of the $675 Million Credit Facility by $12.6 million, due to the amounts paid for voluntary prepayments of $31.3 million and $18.73 million, on March 27, 2023 and October 12, 2022, respectively, under the $675 Million Credit Facility.
The 3.2%, or $0.2 million, increase in management fees is consistent with the annual 3% increase in daily management fees pursuant to the Master Agreement see also “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions”. Depreciation.
The 3.1%, or $0.2 million, increase in management fees is consistent with the annual 3% increase in daily management fees pursuant to the Master Agreement see also “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions”. 97 Table of Contents Depreciation.
Please see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Our Cash Distribution Policy” for a discussion of our cash distribution policy and how we define “available cash” under the Partnership Agreement.
Consolidated Statements and Other Financial Information—Our Cash Distribution Policy” for a discussion of our cash distribution policy and how we define “available cash” under the Partnership Agreement.
Revenues from contracts with customers include compensation from Yamal for services regarding the special survey of the Lena River and the Yenisei River, which was completed in the year ended December 31, 2023, as per the terms of the charter party agreement. Voyage Expenses—including related party.
Revenues from contracts with customers include compensation from Yamal for services regarding the special surveys of the Lena River and the Yenisei River, which were completed in the year ended December 31, 2023, as per the terms of the charter party agreements. Voyage Expenses—including related party.
We incurred an aggregate of $6.4 million, or $2,917 per LNG carrier per day in management fees for the year ended December 31, 2023, compared to an aggregate of $6.2 million, or $2,833 per LNG carrier per day in management fees for the year ended December 31, 2022.
We incurred an aggregate of $6.6 million, or $3,005 per LNG carrier per day in management fees for the year ended December 31, 2024, compared to an aggregate of $6.4 million, or $2,917 per LNG carrier per day in management fees for the year ended December 31, 2023.
As of December 31, 2023, we were in compliance with all of the covenants, including the financial and liquidity covenants, contained in the $675 Million Credit Facility. $675 Million Credit Facility On September 18, 2019, we entered into a 5-year syndicated $675 million senior secured term loan (the “$675 Million Credit Facility”) with leading international banks for the purpose of refinancing the Partnership’s existing total indebtedness at that time.
As of December 31, 2024, we were in compliance with all of the covenants, including the financial and liquidity covenants, contained in the 2024 Lease Financing. 99 Table of Contents $675 Million Credit Facility On September 18, 2019, we entered into the $675 Million Credit Facility: a 5-year syndicated $675 million senior secured term loan with leading international banks for the purpose of refinancing the Partnership’s existing total indebtedness at that time.
Revenues from contracts with customers. In the year ended December 31, 2023, revenues from contracts with customers were $11.6 million, compared to nil for the year ended December 31, 2022.
In the year ended December 31, 2024, revenues from contracts with customers were nil, compared to $11.6 the year ended December 31, 2023.
Recent Developments Distributions We declared a quarterly cash distribution of $0.5625 on our Series A Preferred Units for the period from November 12, 2023 to February 11, 2024, which was paid on February 12, 2024, to all applicable unit holders of record as of February 5, 2024.
Recent Developments Distributions On January 21, 2025, we declared a cash distribution of $0.5625 per unit on our Series A Preferred Units for the period from November 12, 2024 to February 11, 2025, which was paid on February 12, 2025 to all Series A preferred unitholders of record as of February 5, 2025.
We will incur additional interest expense in the future on our outstanding borrowings and under future borrowings. For a description of our existing credit facility, please see “—B. Liquidity and Capital Resources—Our Borrowing Activities.” Vessel Lives and Impairment.
We will incur additional interest expense in the future on our outstanding borrowings and under future borrowings. For a description of our existing debt agreements, please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Our Borrowing Activities.” Vessel Lives and Impairment.
Gain on debt extinguishment decreased by 109.5%, or $2.3 million, to $0.2 million loss during the year ended December 31, 2023, from $2.1 million gain during the corresponding period in 2022.
Loss on debt extinguishment increased by 50%, or $0.1 million, to $0.3 million loss during the year ended December 31, 2024, from $0.2 million loss during the corresponding period in 2023.
Operating Results – Year ended December 31, 2022 compared to the year ended December 31, 2021” contained in our annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 21, 2023. 101 Table of Contents B.
Operating Results – Year ended December 31, 2023 compared to the year ended December 31, 2022” contained in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 26, 2024. B.
Because we distribute all of our available cash subject to the restrictions contained in our debt agreements, we expect that we will rely upon external financing sources, including bank borrowings, other financing arrangements and the issuance of debt and equity securities, to fund acquisitions and other expansion capital expenditures. Cash and cash equivalents are held in U.S. dollars.
We expect that we will rely upon external financing sources, including bank borrowings, other financing arrangements and the issuance of debt and equity securities, to fund acquisitions and other expansion capital expenditures. Cash and cash equivalents are held in U.S. dollars. Please see “Item 8. Financial Information—A.
Vessel operating expenses increased by 15.4%, or $4.6 million, to $34.4 million during the year ended December 31, 2023, from $29.8 million during the year ended December 31, 2022. Our daily operating expenses increased from $13,595 for the year ended December 31, 2022 to $15,713 for the year ended December 31, 2023.
Vessel operating expenses decreased by 8.1% or $2.8 million, to $31.6 million during the year ended December 31, 2024 from $34.4 million during the year ended December 31, 2023. Our daily operating expenses decreased from $15,713 for the year ended December 31, 2023 to $14,409 for the year ended December 31, 2024.
Other Income. Other Income increased to $2.9 million during the year ended December 31, 2023, from nil during the corresponding period in 2022. Other income includes income from claims from hull and machinery and loss of hire insurance for damages incurred by the Clean Energy in the prior year.
Other Income. Other Income decreased to $1.5 million during the year ended December 31, 2024, from $2.9 during the corresponding period in 2023. Other income includes income from claims from hull and machinery and loss of hire insurance for damages incurred by our vessels in previous years.
Not applicable. 108 Table of Contents D. TREND INFORMATION See “Item 4. Information on the Partnership – B. Business Overview – The International Liquefied Natural Gas (LNG) Shipping Industry.” E.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. Not applicable. D. TREND INFORMATION See “Item 4. Information on the Partnership – B. Business Overview – The International Liquefied Natural Gas (LNG) Shipping Industry.” E.
Net Cash Used in Financing Activities Net cash used in financing activities decreased by $4.5 million, or 6.4%, from net cash used in financing activities of $70.8 million in the year ended December 31, 2022, to net cash used in financing activities of $66.3 million in the year ended December 31, 2023.
The above increase in net cash used in financing activities was partially offset by the proceeds of $344.9 million from the 2024 Lease Financing. 101 Table of Contents Net cash used in financing activities decreased by $4.5 million, or 6.4% from net cash used in financing activities of $70.8 million in the year ended December 31, 2022, to net cash used in financing activities of $66.3 million in the year ended December 31, 2023.
We declared a quarterly cash distribution of $0.71764025 on our Series B Preferred Units for the period from November 22, 2023, to February 21, 2024, which was paid on February 22, 2024, to all applicable unit holders as of February 14, 2024.
On February 4, 2025, we declared a cash distribution of $0.677286319 per unit on our Series B Preferred Units for the period from November 22, 2024 to February 23, 2025, which was paid on February 24, 2025 to all Series B preferred unitholders of record as of February 14, 2025.
The three TFDE vessels in our Fleet, the Arctic Aurora, the Yenisei River and the Lena River completed their scheduled special survey and dry-dock in the year ended December 31, 2023.
The three TFDE vessels in our Fleet, the Arctic Aurora, the Yenisei River and the Lena River completed their scheduled special survey and dry-dock in the year ended December 31, 2023. No special survey or dry-docking took place on our vessels in the year ended December 31, 2024. General and administrative expenses—including related party.
The increase in interest and finance costs was predominantly due to the increase in the weighted average interest rate in the year ended December 31, 2023, compared to the corresponding period in 2022, which was partly counterbalanced by the reduction in interest bearing debt as compared to the corresponding period of 2022. Interest Income.
The decrease in interest and finance costs was predominantly due to the reduction in the outstanding balance of interest-bearing debt in the year ended December 31, 2024, as compared to the corresponding period of 2023. Interest Income.
This decrease was primarily due to the unfavorable working capital variations and increase in interest and finance costs. Net Cash Used in Investing Activities Net cash used in investing activities increased by $0.6 million, or 16.7%, to $4.2 million for the year ended December 31, 2023, compared to $3.6 for the year ended December 31, 2022.
Net cash used in investing activities increased by $0.6 million, or 16.7%, to $4.2 million for the year ended December 31, 2023, as compared to $3.6 million for the year ended December 31, 2022.
These commissions do not include the fees we pay to our Manager, which are described below under “—Management Fees.” Available Days. Available Days are the total number of ownership days our vessels were in our possession during a period, less the total number of scheduled off-hire days during the period associated with major repairs, or dry-dockings. Average Number of Vessels.
Available Days are the total number of ownership days our vessels were in our possession during a period, less the total number of scheduled off-hire days during the period associated with major repairs, or dry-dockings. Average Number of Vessels.
Certain assumptions relating to our estimates of future cash flows are more predictable by their nature in our experience, including estimated revenue under existing charter terms, on-going operating costs and remaining vessel life.
Our impairment analysis as of December 31, 2023, indicated that the carrying amount of our vessels, was recoverable, and therefore concluded that no impairment charge was necessary. Certain assumptions relating to our estimates of future cash flows are more predictable by their nature in our experience, including estimated revenue under existing charter terms, on-going operating costs and remaining vessel life.
Using the framework for estimating future undiscounted net operating cash flows described above, we completed our impairment analysis for the years ended December 31, 2023 and 2022, for those operating vessels whose carrying values were above their respective market values.
Using the framework for estimating future undiscounted net operating cash flows described above, we completed our impairment analysis for the year ended December 31, 2023, for those operating vessels that indications of impairment existed.
The table set forth below indicates the carrying value of each of our vessels as of December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ ​ ​ ​ ​ ​ (in millions of U.S. dollars) ​ ​ ​ ​ ​ ​ as of ​ ​ Capacity ​ Year Built/ ​ December 31, ​ December 31, Vessel ​ (cbm) ​ Purchased ​ 2023 2022 Clean Energy 149,700 2007 ​ $ 102.9 ​ $ 107.7 Ob River 149,700 2007 ​ 103.1 ​ 107.8 Amur River 149,700 2008 ​ 111.4 ​ 116.4 Arctic Aurora 155,000 2014 ​ 158.5 ​ 162.8 Yenisei River 155,000 2014 ​ 148.8 ​ 152.8 Lena River 155,000 2015 ​ 172.7 ​ 177.6 TOTAL 914,100 ​ ​ ​ $ 797.4 ​ $ 825.1 ​ As of December 31, 2023 and 2022, the carrying amounts for two of the vessels in our Fleet were above the average of their values as assessed by third-party valuations and therefore we tested these two vessels for potential impairment.
The table set forth below indicates the carrying value of each of our vessels as of December 31, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value ​ ​ ​ ​ ​ ​ (in millions of U.S. dollars) ​ ​ ​ ​ ​ ​ as of ​ ​ Capacity ​ Year Built/ ​ December 31, ​ December 31, Vessel ​ (cbm) ​ Purchased ​ 2024 2023 Clean Energy 149,700 2007 ​ $ 98.0 ​ $ 102.9 Ob River 149,700 2007 ​ 98.4 ​ 103.1 Amur River 149,700 2008 ​ 106.4 ​ 111.4 Arctic Aurora 155,000 2014 ​ 152.7 ​ 158.5 Yenisei River 155,000 2014 ​ 143.4 ​ 148.8 Lena River 155,000 2015 ​ 166.3 ​ 172.7 TOTAL 914,100 ​ ​ ​ $ 765.2 ​ $ 797.4 ​ As of December 31, 2024, there were no indications that the carrying amounts of the vessels in our Fleet may not be recoverable.
We frequently monitor our capital needs by projecting our fixed income, expenses and debt obligations and seek to maintain adequate cash reserves to compensate for any budget overruns.
For the year ended December 31, 2024, our principal sources of funds were our operating cash flows and cash flows from financing activities. We frequently monitor our capital needs by projecting our fixed income, expenses and debt obligations and seek to maintain adequate cash reserves to compensate for any budget overruns.
LNG shipping spot rates increased in 2022 mainly driven by higher European LNG imports as Europe switched towards LNG to transition its reliance on Russian gas.
LNG shipping spot rates increased in 2022 mainly driven by higher European LNG imports as Europe switched towards LNG to transition its reliance on Russian gas. LNG shipping spot rates softened in 2023 due to high inventory levels both in Europe and Asia, relatively mild winters and increases in nuclear and renewable power in Asia.
This increase was primarily due to the favorable working capital variations. Net cash provided by operating activities decreased by $22.3 million, or 28.0%, to $57.3 million for the year ended December 31, 2022, compared to $79.6 million for the year ended December 31, 2021.
This increase was primarily due to the higher voyage revenues generated and the favorable working capital variations. Net cash provided by operating activities increased by $7.1 million, or 12.4%, to $64.4 million for the year ended December 31, 2023, compared to $57.3 million for the year ended December 31, 2022. This increase was primarily due to favorable working capital variations.
Securities Offerings (following the IPO) In June 2014, we completed our underwritten public offering of 4,800,000 common units at $22.79 per common unit, and on June 18, 2014, the underwriters in the offering exercised their option to purchase an additional 720,000 common units at the same price. 107 Table of Contents In September 2014, we completed our underwritten public offering of $250.0 million in aggregate principal amount of our 6.25% Senior Notes due 2019, or our 2019 Notes.
We may reduce or eliminate our cash distributions relating to our common units or preferred units at any time in our sole discretion. 102 Table of Contents Securities Transactions (following the IPO) In June 2014, we completed our underwritten public offering of 4,800,000 common units at $22.79 per common unit, and on June 18, 2014, the underwriters in the offering exercised their option to purchase an additional 720,000 common units at the same price.
We may elect to finance some or all of our maintenance and replacement capital expenditures through the issuance of additional common units which could be dilutive to existing unitholders. 105 Table of Contents Cash Flows The following table summarizes our net cash flows from operating, investing and financing activities and our cash and cash equivalents and restricted cash for the years ended December 31, 2023, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Amounts in thousands of Dollars) 2023 2022 2021 Net cash provided by operating activities ​ $ 64,391 ​ $ 57,324 ​ $ 79,591 Net cash used in investing activities ​ (4,238) ​ (3,635) ​ — Net cash used in financing activities ​ (66,269) ​ (70,836) ​ (57,555) Cash and cash equivalents and restricted cash at beginning of year ​ 79,868 ​ 97,015 ​ 74,979 Cash and cash equivalents and restricted cash at end of year ​ $ 73,752 ​ $ 79,868 ​ $ 97,015 ​ Net Cash Provided by Operating Activities Net cash provided by operating activities increased by $7.1 million, or 12.4%, to $64.4 million for the year ended December 31, 2023, compared to $57.3 million for the year ended December 31, 2022.
Cash Flows The following table summarizes our net cash flows from operating, investing and financing activities and our cash and cash equivalents and restricted cash for the years ended December 31, 2024, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Amounts in thousands of Dollars) 2024 2023 2022 Net cash provided by operating activities ​ $ 92,158 ​ $ 64,391 ​ $ 57,324 Net cash used in investing activities ​ (27) ​ (4,238) ​ (3,635) Net cash used in financing activities ​ (97,727) ​ (66,269) ​ (70,836) Cash and cash equivalents and restricted cash at beginning of year ​ 73,752 ​ 79,868 ​ 97,015 Cash and cash equivalents and restricted cash at end of year ​ $ 68,156 ​ $ 73,752 ​ $ 79,868 ​ Net Cash Provided by Operating Activities Net cash provided by operating activities increased by $27.8 million, or 43.2%, to $92.2 million for the year ended December 31, 2024, compared to $64.4 million for the year ended December 31, 2023.
General and administrative expenses decreased by 28.6%, or $0.8 million, to $2.0 million during the year ended December 31, 2023, from $2.8 million during the year ended December 31, 2022. This decrease of general and administrative expenses is mainly attributable to decreased D&O insurance and legal expenses.
General and administrative expenses increased by 5.0%, or $0.1 million, to $2.1 million during the year ended December 31, 2024, from $2.0 million during the year ended December 31, 2023. This increase of general and administrative expenses is mainly attributable to increased legal expenses and audit fees. Management Fees.
LNG shipping spot rates softened in 2023 due to high inventory levels both in Europe and Asia, relatively mild winter and rising nuclear and renewable power in Asia. 92 Table of Contents Principal Factors Affecting Our Results of Operations The principal factors which have affected our results and are expected to affect our future results of operations and financial position, include: · Ownership days.
LNG shipping spot rates softened in 2024 due to higher fleet growth outpacing the trade growth. 89 Table of Contents Principal Factors Affecting Our Results of Operations The principal factors which have affected our results and are expected to affect our future results of operations and financial position, include: · Ownership days.
Interest and finance costs increased by 40.5%, or $11.3 million to $39.2 million during the year ended December 31, 2023, from $27.9 million during the year ended December 31, 2022.
Interest and finance costs decreased by 20.4%, or $8 million to $31.2 million during the year ended December 31, 2024, from $39.2 million during the year ended December 31, 2023.
It provided for a fixed 3-month LIBOR rate of 0.41% based on notional values that reflect the amortization schedule of 100% of our debt outstanding under the $675 Million Credit Facility, until the $675 Million Credit Facility matures in September 2024.
On May 7, 2020 we entered into a floating to fixed interest rate swap transaction effective from June 29, 2020. It provided a fixed 3-month LIBOR rate of 0.41% based on notional values that reflect the amortization schedule of 100% of our debt outstanding under the $675 Million Credit Facility.
This decrease of Gain/ (Loss) on debt extinguishment is mainly attributable to the write-off of $0.2 million of the unamortized debt discounts attributable to the portion of the $675 Million Credit Facility that was extinguished in the year ended December 31, 2023, due to the voluntary prepayment of $31.3 million of the $675 Million Credit Facility, mentioned below, compared to the gain on debt extinguishment of $2.1 million which resulted from: a) the gain in relation to the principal amount of $2.2 million which was waived and forgiven as part of the voluntary prepayment of $18.73 million during the year ended December 31, 2022, which is mentioned below, and b) the write-off of the amount of $0.1 million of unamortized debt discounts attributable to the portion of the debt that was extinguished.
This increase of Loss on debt extinguishment is mainly attributable to the write-off of $0.3 million of the unamortized deferred financing fees attributable to the portion of the $675 Million Credit Facility that was extinguished in the year ended December 31, 2024, due to the full prepayment of the outstanding amount thereunder of $408.6 million, mentioned below, compared the write-off of $0.2 million of the unamortized debt discounts attributable to the portion of the $675 Million Credit Facility that was extinguished in the year ended December 31, 2023, due to the voluntary partial prepayment of $31.3 million of the $675 Million Credit Facility .
The increase is attributable to the depreciation expense of the BWTS which was installed on the Arctic Aurora , the Yenisei River and the Lena River in the year ended December 31, 2023 . Interest and Finance Costs.
This decrease was primarily attributable to cash used for the installation of the BWTS on the Arctic Aurora , the Yenisei River and the Lena River in the year ended December 31, 2023.
Results of Operations Year ended December 31, 2023 compared to the year ended December 31, 2022 Voyage Revenues. Voyage revenues increased by $17.2 million, or 13.1%, to $148.9 million in the year ended December 31, 2023, compared to $131.7 million for the year ended December 31, 2022. Excluding non-cash items, voyage revenues increased by $9.5 million.
Voyage revenues increased by $7.5 million, or 5.0%, to$156.4 million in the year ended December 31, 2024, compared to $148.9 million for the year ended December 31, 2023.
Cash As of December 31, 2023, we reported cash and cash equivalents of $73.8 million which represented a decrease of $6.1 million, or 7.6%, compared to $79.9 million (including $31.3 million of restricted cash), as of December 31, 2022.
Cash and cash equivalents As of December 31, 2024, we reported cash and cash equivalents of $68.2 million which represented a decrease of $5.6 million, or 7.6%, compared to $73.8 million, as of December 31, 2023. Please see “Item 5. Operating and Financial Review and Prospects—B.
The declaration and payment of distributions, if any, is always subject to the discretion of our Board of Directors. We may reduce or eliminate our cash distributions relating to our common units or preferred units at any time in our sole discretion.
The declaration and payment of distributions, if any, is always subject to the discretion of our Board of Directors.
Interest income increased by 225%, or $1.8 million, to $2.6 million during the year ended December 31, 2023, from $0.8 million during the year ended December 31, 2022. The increase is attributable to a significant increase in interest rates and cash reserves placed in time deposits during the year ended December 31, 2023, compared to the corresponding period in 2022.
Interest income decreased by 3.8%, or $0.1 million, to $2.5 million during the year ended December 31, 2024, from $2.6 million during the year ended December 31, 2023. The decrease is attributable to the decrease in interest rates during the year ended December 31, 2024, as compared to the corresponding period of 2023. Gain on derivative instruments.
In accordance with our business strategy, other liquidity needs may relate to funding potential investments and maintaining cash reserves against fluctuations in operating cash flows.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers”. Our long-term liquidity requirements relate primarily to funding capital expenditures, including the repayment of our long-term debt and the potential acquisition of additional vessels. In accordance with our business strategy, other liquidity needs may relate to funding potential investments and maintaining cash reserves against fluctuations in operating cash flows.
Liquidity and Capital Resources—$675 Million Credit Facility” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Our Cash Distribution Policy.” General Partner Distributions During the years ended December 31, 2023, 2022 and 2021 we made no payments to our General Partner and holder of the incentive distribution rights in the Partnership.
Consolidated Statements and Other Financial Information—Our Cash Distribution Policy.” General Partner Distributions During the years ended December 31, 2024 and 2023, the Board of Directors approved a quarterly cash distribution to its General Partner and holder of the incentive distribution rights in the Partnership, of an amount of $1,741 and nil, respectively.
Our Borrowing Activities As of December 31, 2023, we had $420.6 million of indebtedness outstanding under the fully drawn $675 Million Credit Facility (discussed below).
Our Borrowing Activities As of December 31, 2024, we had $322.9 million outstanding under the 2024 Lease Financing (discussed below).
This decrease in voyage revenues was primarily due to: i) the increase in the hire rate of the Arctic Aurora following its new time charter party agreement with Equinor ASA, which commenced in September 2023; and ii) the higher variable hire revenues earned on the Lena River and the Yenisei River in the year ended December 31, 2023 compared to the corresponding period of 2022.
This increase in voyage revenues was primarily due to the increase in the hire rate of the Arctic Aurora following its new time charter party agreement with Equinor ASA, which took effect in October 2023. Revenues from contracts with customers.
Net cash used in financing activities increased by $13.2 million, or 22.9% from net cash used in financing activities of $57.6 million in the year ended December 31, 2021, to net cash used in financing activities of $70.8 million in the year ended December 31, 2022.
Net Cash Used in Financing Activities Net cash used in financing activities increased by $31.4 million, or 47.4%, from net cash used in financing activities of $66.3 million in the year ended December 31, 2023, to net cash used in financing activities of $97.7 million in the year ended December 31, 2024.
As of December 31, 2023, we recognized a gain on the derivative financial instrument of $5.3 million compared to a gain on the derivative financial instrument of $33.7 million which was recognized in 2022.
During the year ended December 31, 2024, we recognized a gain on the derivative financial instruments of $1.8 million (relating to the portion of the period the interest rate swap agreement was in effect), compared to a gain on the derivative financial instrument of $5.3 million which was recognized in the year ended December 31, 2023. Loss on debt extinguishment.
In the year ended December 31, 2023, dry-docking and special survey costs were $17.7 million, compared to 12.8 for the year ended December 31, 2022, representing an increase of $4.9 million or 38.3%.
This decrease is primarily associated with lower technical maintenance on our vessels. Dry-docking and special survey costs. In the year ended December 31, 2024, dry-docking and special survey costs were nil, compared to $17.7 million for the year ended December 31, 2023, representing a decrease of $17.7 million or 100%.
Up to September 30, 2019, we applied an average scrap rate of $0.685 per lightweight ton per LNG carrier and following a reassessment of the scrap rates effective from October 1, 2019, we reduced the average scrap rate estimate to $0.500 per lightweight ton per LNG carrier.
Effective from October 1, 2019, we reduced the average scrap rate estimate from $0.685 to $0.500 per lightweight ton per LNG carrier, following a reassessment of the scrap rate. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted at the date such regulations become effective.
The $675 Million Credit Facility is secured by a customary security package which includes, among other things (except as otherwise provided herein, capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the $675 Million Credit Facility): · the Mortgages over each of the Ships; · the Deeds of Covenant in relation to each of the Ships in respect of which the Mortgage is in account current form; 103 Table of Contents · the General Assignments in relation to each of the Ships in respect of which the Mortgage is in preferred form; · the Charter Assignment in relation to each Ship’s Charter Documents; · the Account Security in relation to each Account; · the Management Agreement Assignment in relation to each underlying Management Agreement for each Ship; · a Manager’s Undertaking by each Manager of each Ship; and · a Quiet Enjoyment Agreement for each of Ship E and Ship F duly executed by the relevant Owner, the Security Agent and the relevant Charterer.
Each Sale and Leaseback Agreement is secured by a customary security package which includes, among other things (except as otherwise provided herein, capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the relevant Sale and Leaseback Agreement): · the Accounts Charges over the Earnings Accounts; · the Charterers’ Assignments in relation to the Earnings, the Insurances, the Requisition Compensation and the Assigned Documents of the Ships; · the Charter Guarantee in relation to the Charterers’ obligations under the Transaction Documents; · the Negative Share Pledges in relation to the issued shares of the Charterers; and · the Manager’s Undertakings by each Approved Manager of each Ship.
Depreciation expense increased by 0.3%, or $0.1 million, to $31.9 million during the year ended December 31, 2023, from $31.8 million during the year ended December 31, 2022.
Depreciation expense increased by 0.9%, or $0.3 million, to $32.2 million during the year ended December 31, 2024, from $31.9 million during the year ended December 31, 2023. The increase is due to a differential in the number of calendar days between the compared periods . Interest and Finance Costs.
In the year ended December 31, 2023, voyage expenses were $3.3 million, compared to $3.0 million for the year ended December 31, 2022, representing an increase of $0.3 million or 10.0%.
In the year ended December 31, 2024, voyage expenses were $6.4 million, compared to $3.3 million for the year ended December 31, 2023, representing an increase of $3.1 million or 93.9%. The increase is primarily associated with the corresponding value of the EUAs, mentioned above, which we are obliged to surrender to the EU authorities. Vessels’ Operating Expenses.
On April 21, 2024, we declared a cash distribution of $0.5625 per unit on our Series A Preferred Units for the period from February 12, 2024 to May 11, 2024. The cash distribution is scheduled to be paid on May 13, 2024 to all Series A preferred unitholders of record as of May 6, 2024.
We paid a cash distribution of $0.71764025 per unit to all Series B Preferred unitholders on February 22, 2024. We paid a cash distribution of $0.69853375 per unit on to all Series B Preferred unitholders on May 22, 2024. We paid a cash distribution of $0.714537806 per unit on to all Series B Preferred unitholders on August 22, 2024.
When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted at the date such regulations become effective. Recent Accounting Pronouncements For a discussion on Recent Accounting Pronouncements, see Note 2 to our consolidated financial statements included in this annual report.
Recent Accounting Pronouncements For a discussion on Recent Accounting Pronouncements, see Note 2 to our consolidated financial statements included in this annual report. Results of Operations Year ended December 31, 2024 compared to the year ended December 31, 2023 Voyage Revenues.
This increase was partially offset by an increase in receipts of derivative instruments by $8.8 million. 106 Table of Contents Distributions Distributions on Common Units We paid a cash distribution of $0.0625 per unit to all common unitholders on February 14, 2019, and May 10, 2019.
Distributions Distributions on Common Units We paid a cash distribution of $0.049 per unit to all common unitholders on December 12, 2024 and February 27, 2025. See “Item 8. Financial Information—A.
Ltd. (“CDBL”) setting forth indicative terms and conditions for a sale and leaseback arrangement for four of our vessels, the OB River , the Clean Energy , the Amur River , and the Arctic Aurora in an amount up to $345.0 million (the “Lease Financing”).
(“CDBL”), for four of our vessels, the OB River , the Clean Energy , the Amur River , and the Arctic Aurora for the amounts of $71.2 million, $53.6 million, $73.1 million and $147.0 million, respectively.
The Lease Financing, which is expected to close in the second quarter of 2024, is subject to the execution of definitive documentation and the satisfaction of customary closing conditions. For additional information regarding the Lease Financing, please see Note 13 to our annual consolidated financial statements included in this annual report.
We are required to maintain at all times a value maintenance ratio of at least 120% of the charterhire principal outstanding for each vessel. For additional information regarding the 2024 Lease Financing, please see Note 5 to our annual consolidated financial statements included in this annual report.
Net cash used in investing activities amounted to $3.6 million for the year ended December 31, 2022, as compared to $nil for the year ended December 31, 2021, primarily attributable to cash used for the installation of the BWTS on the Clean Energy , the Amur River and the OB River .
Net Cash Used in Investing Activities Net cash used in investing activities decreased by $4.2 million, or 100%, to nil for the year ended December 31, 2024, compared to $4.2 for the year ended December 31, 2023.
We intend to use the net proceeds from the Lease Financing, together with other sources of liquidity, to fully repay outstanding amounts under our $675 Million Credit Facility that is scheduled to mature in September 2024.
On June 27, 2024, we used the proceeds received under the 2024 Lease Financing (discussed below), together with $63.7 million of our own funds, to fully prepay outstanding amounts under the $675 Million Credit Facility, which was scheduled to mature on September 18, 2024. Please see below, “Item 5. Operating and Financial Review and Prospects—B.

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Dimitris Anagnostopoulos. The compensation committee is responsible for carrying out the Board’s responsibilities relating to compensation of our executive officers and for providing such other guidance with respect to compensation matters as the Committee deems appropriate. Please see “Item 16G. Corporate Governance.” D. EMPLOYEES As of December 31, 2023, we did not employ any onshore or offshore staff.
Dimitris Anagnostopoulos. The compensation committee is responsible for carrying out the Board’s responsibilities relating to compensation of our executive officers and for providing such other guidance with respect to compensation matters as the Committee deems appropriate. Please see “Item 16G. Corporate Governance.” D. EMPLOYEES As of December 31, 2024, we did not employ any onshore or offshore staff.
Lauritzen holds a Master of Science in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) of City University in London (2003) and a Master of Arts in Business and Finance from Heriot Watt University, Edinburgh (2002). Mr. Lauritzen is the son-in-law of Mr. Prokopiou. Michael Gregos. Mr.
Lauritzen holds a Master of Science in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) of City University in London (2003) and a Master of Arts in Business and Finance from Heriot Watt University, Edinburgh (2002). Mr. Lauritzen is the son-in-law of Mr. Prokopiou. 104 Table of Contents Michael Gregos. Mr.
Related Party Transactions—Administrative Services Agreement & Executive Services Agreement.” E. UNIT OWNERSHIP Please see “Item 7. Major Unitholders and Related Party Transactions—A. Major Unitholders.” F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable.
Related Party Transactions—Administrative Services Agreement & Executive Services Agreement.” E. UNIT OWNERSHIP Please see “Item 7. Major Unitholders and Related Party Transactions—A. Major Unitholders.” F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable. 107 Table of Contents
He is a graduate of Queen Mary University in London and holds an M.Sc. in Shipping, Trade and Finance from Bayes Business School (formerly known as Cass Business School) of City University in London. 109 Table of Contents Dimitris Anagnostopoulos. Mr.
He is a graduate of Queen Mary University in London and holds an M.Sc. in Shipping, Trade and Finance from Bayes Business School (formerly known as Cass Business School) of City University in London. Dimitris Anagnostopoulos. Mr.
Directors elected by our common unitholders will be nominated by the Board of Directors or by any limited partner or group of limited partners that beneficially owns at least 15% of the outstanding common units. The Partnership held its 2023 Annual General Meeting of Limited Partners on November 30, 2023, at which (i) Mr.
Directors elected by our common unitholders will be nominated by the Board of Directors or by any limited partner or group of limited partners that beneficially owns at least 15% of the outstanding common units. The Partnership held its 2024 Annual General Meeting of Limited Partners on November 29, 2024, at which (i) Mr.
DIRECTORS AND SENIOR MANAGEMENT The following provides information about each of our directors and senior management. ​ Name Age Position Georgios Prokopiou ​ 77 ​ Chairman of the Board of Directors and Appointed Director Tony Lauritzen ​ 47 ​ Chief Executive Officer and Appointed Director Michael Gregos ​ 52 ​ Chief Financial Officer Dimitris Anagnostopoulos ​ 77 ​ Class III Director Alexios Rodopoulos ​ 76 ​ Class II Director Evangelos Vlahoulis ​ 77 ​ Class I Director ​ Certain biographical information about each of our directors and executive officers is set forth below.
DIRECTORS AND SENIOR MANAGEMENT The following provides information about each of our directors and senior management. ​ Name Age Position Georgios Prokopiou ​ 78 ​ Chairman of the Board of Directors and Appointed Director Tony Lauritzen ​ 48 ​ Chief Executive Officer and Appointed Director Michael Gregos ​ 53 ​ Chief Financial Officer Dimitris Anagnostopoulos ​ 78 ​ Class III Director Alexios Rodopoulos ​ 77 ​ Class II Director Evangelos Vlahoulis ​ 78 ​ Class I Director ​ Certain biographical information about each of our directors and executive officers is set forth below.
Under the agreement, our Manager is entitled to an executive services fee of €538,000 per annum, for the initial five-year term, payable in equal monthly instalments and automatically renews for successive five-year terms unless terminated earlier. Subsequent to the initial term, the Executive Services Agreement automatically renewed in November 2018 and November 2023.
Under the agreement, our Manager is entitled to an executive services fee of €538,000 per annum, for the initial five-year term, payable in equal monthly instalments and automatically renews for successive five-year terms unless terminated earlier.
Dimitris Anagnostopoulos was elected as a Class III Director to serve for a three-year term until the 2026 Annual Meeting of Limited Partners, and (ii) Ernst & Young (Hellas) Certified Auditors Accountants S.A. were re-appointed to serve as the Partnership’s independent auditors for the fiscal year ending December 31, 2023.
Evangelos Vlahoulis was elected as a Class I Director to serve for a three-year term until the 2027 Annual Meeting of Limited Partners, and (ii) Ernst & Young (Hellas) Certified Auditors Accountants S.A. were re-appointed to serve as the Partnership’s independent auditors for the fiscal year ending December 31, 2024.
The Conflicts Committee is available at the board’s discretion to review specific matters that the board believes may involve conflicts of interest. The Conflicts Committee will determine if the resolution of the conflict of interest is fair and reasonable to us.
We also have a Conflicts Committee comprised of two members of our Board of Directors. The Conflicts Committee is available at the board’s discretion to review specific matters that the board believes may involve conflicts of interest. The Conflicts Committee will determine if the resolution of the conflict of interest is fair and reasonable to us.
Vlahoulis and Mr. Rodopoulos satisfy the independence standards established by the NYSE. Mr. Rodopoulos qualifies as an “audit committee expert” for purposes of SEC rule and regulations. 111 Table of Contents We also have a Conflicts Committee comprised of two members of our Board of Directors.
Our audit committee is comprised of two directors, Mr. Evangelos Vlahoulis and Mr. Alexios Rodopoulos. Our Board of Directors has determined that Mr. Vlahoulis and Mr. Rodopoulos satisfy the independence standards established by the NYSE. Mr. Rodopoulos qualifies as an “audit committee expert” for purposes of SEC rule and regulations.
Our General Partner, its affiliates, including our Sponsor, and persons who acquired common units with the prior approval of our Board of Directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors.
Our General Partner, its affiliates, including our Sponsor, and persons who acquired common units with the prior approval of our Board of Directors will not be subject to this 4.9% limitation except with respect to voting their common units in the election of the elected directors. 106 Table of Contents Committees We have an audit committee that, among other things, reviews our external financial reporting function, engages our external auditors and oversees our internal audit activities and procedures and the adequacy of our internal accounting controls.
In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board of Directors or other committees. Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law. 110 Table of Contents C.
Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law. C.
Director Compensation Our chief executive officer who also serves as our director does not receive additional compensation for his service as director. Each non-management director receives compensation for attending meetings of our Board of Directors, as well as committee meetings. Non-management directors receive director fees of approximately $135,000 per year, in aggregate.
Each non-management director receives compensation for attending meetings of our Board of Directors, as well as committee meetings. Non-management directors receive director fees of approximately $135,000 per year, in aggregate. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board of Directors or other committees.
Removed
Committees We have an audit committee that, among other things, reviews our external financial reporting function, engages our external auditors and oversees our internal audit activities and procedures and the adequacy of our internal accounting controls. Our audit committee is comprised of two directors, Mr. Evangelos Vlahoulis and Mr. Alexios Rodopoulos. Our Board of Directors has determined that Mr.
Added
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.
Added
Subsequent to the initial term, the Executive Services Agreement automatically renewed in November 2018 and November 2023. 105 Table of Contents Director Compensation Our chief executive officer who also serves as our director does not receive additional compensation for his service as director.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

22 edited+4 added−4 removed59 unchanged
We refer to these LNG carriers as “Four-Year LNG carriers” and to all other LNG carriers, together with any related contracts, as “Non-Four-Year LNG carriers.” The restrictions in this paragraph will not prevent our Sponsor or any of its controlled affiliates (including us and our subsidiaries) from: (1) acquiring, owning, operating or chartering any Non-Four-Year LNG carriers; 113 Table of Contents (2) (i) acquiring or owning one or more Four-Year LNG carrier(s) if such Dynagas Holding Entity (as defined in the Omnibus Agreement) offers to sell such Four-Year LNG carrier to us for the acquisition price plus any administrative costs in accordance with the procedures set forth in the Omnibus Agreement (and we do not fulfill our obligation to purchase such Four-Year LNG carrier in accordance with the terms of the Omnibus Agreement) and (ii) owning any Optional Interests (as defined in the Omnibus Agreement) in the entities relating to the Optional Vessels at any time on or after the time at which such interests are treated as a Four-Year LNG carrier pursuant to the Omnibus Agreement, if the related Dynagas Holding Entities (as applicable), offer to sell such Optional Interests to us for the pro rata portion of the acquisition price relating to the corresponding LNG carrier owned by such entity plus any administrative costs in accordance with the procedures set forth in the Omnibus Agreement (and we do not fulfill our obligation to purchase such Optional Interests in accordance with the terms of the Omnibus Agreement); (3) operating or chartering an LNG carrier under a charter with a term of four or more years if such Dynagas Holding Entity offers to sell such LNG carrier to us for fair market value (i) promptly after the time it becomes a Four-Year LNG carrier and (ii) at each renewal or extension of that charter if such renewal or extension is for a term of four or more years, in each case in accordance with the procedures set forth in the Omnibus Agreement; (4) acquiring and owning a controlling interest in one or more Four-Year LNG carriers as part of the acquisition of an interest in business or package of assets that owns, operates or charters such Four-Year LNG carriers; provided, however; if a majority of the value of the business or assets acquired is attributable to Four-Year LNG carriers, as determined in good faith by our Sponsor’s board of directors, the Dynagas Holding Entity must offer to sell such Four-Year LNG carrier(s) to us for their fair market value plus any administrative costs in accordance with the procedures set forth in the Omnibus Agreement (for the avoidance of doubt, nothing herein shall prohibit the acquisition and owning of one or more Four-Year LNG carriers as part of the acquisition of a minority interest in a business or package of assets that owns, operates or charters Four-Year LNG carriers); (5) acquiring a non-controlling interest in any company, business or pool of assets; (6) acquiring, owning, operating or chartering any Four-Year LNG carrier if we do not fulfill our obligation to purchase such Four-Year LNG carrier in accordance with the terms of the Omnibus Agreement; (7) acquiring, owning, operating or chartering any Four-Year LNG carrier that is subject to the offers to us described in paragraphs (2), (3) and (4) above pending our determination whether to accept such offers and pending the closing of any offers we accept; (8) providing vessel management services relating to any LNG carrier; (9) acquiring and owning any Four-Year LNG carrier as part of a financing arrangement, including by way of a sale leaseback transaction, which is accounted for as a financial lease under United States generally accepted accounting principles; or (10) acquiring, owning, operating or chartering any Four-Year LNG carrier if we have previously advised our Sponsor that we consent to such acquisition, operation or charter.
We refer to these LNG carriers as “Four-Year LNG carriers” and to all other LNG carriers, together with any related contracts, as “Non-Four-Year LNG carriers.” The restrictions in this paragraph will not prevent our Sponsor or any of its controlled affiliates (including us and our subsidiaries) from: (1) acquiring, owning, operating or chartering any Non-Four-Year LNG carriers; (2) (i) acquiring or owning one or more Four-Year LNG carrier(s) if such Dynagas Holding Entity (as defined in the Omnibus Agreement) offers to sell such Four-Year LNG carrier to us for the acquisition price plus any administrative costs in accordance with the procedures set forth in the Omnibus Agreement (and we do not fulfill our obligation to purchase such Four-Year LNG carrier in accordance with the terms of the Omnibus Agreement) and (ii) owning any Optional Interests (as defined in the Omnibus Agreement) in the entities relating to the Optional Vessels at any time on or after the time at which such interests are treated as a Four-Year LNG carrier pursuant to the Omnibus Agreement, if the related Dynagas Holding Entities (as applicable), offer to sell such Optional Interests to us for the pro rata portion of the acquisition price relating to the corresponding LNG carrier owned by such entity plus any administrative costs in accordance with the procedures set forth in the Omnibus Agreement (and we do not fulfill our obligation to purchase such Optional Interests in accordance with the terms of the Omnibus Agreement); (3) operating or chartering an LNG carrier under a charter with a term of four or more years if such Dynagas Holding Entity offers to sell such LNG carrier to us for fair market value (i) promptly after the time it becomes a Four-Year LNG carrier and (ii) at each renewal or extension of that charter if such renewal or extension is for a term of four or more years, in each case in accordance with the procedures set forth in the Omnibus Agreement; (4) acquiring and owning a controlling interest in one or more Four-Year LNG carriers as part of the acquisition of an interest in business or package of assets that owns, operates or charters such Four-Year LNG carriers; provided, however; if a majority of the value of the business or assets acquired is attributable to Four-Year LNG carriers, as determined in good faith by our Sponsor’s board of directors, the Dynagas Holding Entity must offer to sell such Four-Year LNG carrier(s) to us for their fair market value plus any administrative costs in accordance with the procedures set forth in the Omnibus Agreement (for the avoidance of doubt, nothing herein shall prohibit the acquisition and owning of one or more Four-Year LNG carriers as part of the acquisition of a minority interest in a business or package of assets that owns, operates or charters Four-Year LNG carriers); (5) acquiring a non-controlling interest in any company, business or pool of assets; (6) acquiring, owning, operating or chartering any Four-Year LNG carrier if we do not fulfill our obligation to purchase such Four-Year LNG carrier in accordance with the terms of the Omnibus Agreement; (7) acquiring, owning, operating or chartering any Four-Year LNG carrier that is subject to the offers to us described in paragraphs (2), (3) and (4) above pending our determination whether to accept such offers and pending the closing of any offers we accept; (8) providing vessel management services relating to any LNG carrier; (9) acquiring and owning any Four-Year LNG carrier as part of a financing arrangement, including by way of a sale leaseback transaction, which is accounted for as a financial lease under United States generally accepted accounting principles; or (10) acquiring, owning, operating or chartering any Four-Year LNG carrier if we have previously advised our Sponsor that we consent to such acquisition, operation or charter.
Neither our General Partner nor our Board of Directors will be in breach of their obligations under the Partnership Agreement or their duties to us or the unitholders if the resolution of the conflict is: · approved by our Conflicts Committee, although neither our General Partner nor our Board of Directors are obligated to seek such approval; · approved by the vote of a majority of the outstanding common units, excluding any common units owned by our General Partner or any of its affiliates, although neither our General Partner nor our Board of Directors is obligated to seek such approval; · on terms no less favorable to us than those generally being provided to or available from unrelated third-parties, but neither our General Partner nor our Board of Directors is required to obtain confirmation to such effect from an independent third-party; or · fair and reasonable to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us. 118 Table of Contents Our General Partner or our Board of Directors may, but are not required to, seek the approval of such resolution from the Conflicts Committee or from the common unitholders.
Neither our General Partner nor our Board of Directors will be in breach of their obligations under the Partnership Agreement or their duties to us or the unitholders if the resolution of the conflict is: · approved by our Conflicts Committee, although neither our General Partner nor our Board of Directors are obligated to seek such approval; · approved by the vote of a majority of the outstanding common units, excluding any common units owned by our General Partner or any of its affiliates, although neither our General Partner nor our Board of Directors is obligated to seek such approval; · on terms no less favorable to us than those generally being provided to or available from unrelated third-parties, but neither our General Partner nor our Board of Directors is required to obtain confirmation to such effect from an independent third-party; or · fair and reasonable to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us. 113 Table of Contents Our General Partner or our Board of Directors may, but are not required to, seek the approval of such resolution from the Conflicts Committee or from the common unitholders.
Executive Services Agreement On March 21, 2014, we entered into an executive services agreement with our Manager with retroactive effect from the IPO closing date, pursuant to which our Manager provides to us the services of our executive officers, who report directly to our Board of Directors.
Executive Services Agreement On March 21, 2014, we entered into an executive services agreement,or the Executive Services Agreement, with our Manager with retroactive effect from the IPO closing date, pursuant to which our Manager provides to us the services of our executive officers, who report directly to our Board of Directors.
The number of units beneficially owned by each person is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose: ​ ​ ​ ​ ​ ​ Name of Beneficial Owner Number Percent Dynagas Holding Ltd.
The number of units beneficially owned by each person is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose: ​ ​ ​ ​ ​ ​ Name of Beneficial Owner Number Percent (1) Dynagas Holding Ltd.
The following is a summary of: · the fiduciary duties imposed on our General Partner and our directors by the Partnership Act; · material modifications of these duties contained in our Partnership Agreement; and · certain rights and remedies of unitholders contained in the Partnership Act. 119 Table of Contents ​ Marshall Islands law fiduciary duty standards Fiduciary duties are generally considered to include an obligation to act in good faith and with due care and loyalty.
The following is a summary of: · the fiduciary duties imposed on our General Partner and our directors by the Partnership Act; · material modifications of these duties contained in our Partnership Agreement; and · certain rights and remedies of unitholders contained in the Partnership Act. 114 Table of Contents ​ Marshall Islands law fiduciary duty standards Fiduciary duties are generally considered to include an obligation to act in good faith and with due care and loyalty.
However, one of the U.S. common unitholders of record is CEDE & CO., a nominee of the Depository Trust Company, which held 57.62% of our common units as of the same date. Accordingly, we believe that the common units held by CEDE & CO. include common units beneficially owned by both holders in the United States and non-U.S. beneficial owners.
However, one of the U.S. common unitholders of record is CEDE & CO., a nominee of the Depository Trust Company, which held 57.43% of our common units as of the same date. Accordingly, we believe that the common units held by CEDE & CO. include common units beneficially owned by both holders in the United States and non-U.S. beneficial owners.
The failure of a limited partner or transferee to sign a Partnership Agreement does not render the Partnership Agreement unenforceable against that person. 120 Table of Contents Under the Partnership Agreement, we must indemnify our General Partner and our directors and officers to the fullest extent permitted by law, against liabilities, costs and expenses incurred by our General Partner or these other persons.
The failure of a limited partner or transferee to sign a Partnership Agreement does not render the Partnership Agreement unenforceable against that person. 115 Table of Contents Under the Partnership Agreement, we must indemnify our General Partner and our directors and officers to the fullest extent permitted by law, against liabilities, costs and expenses incurred by our General Partner or these other persons.
If our Sponsor or any of its controlled affiliates acquires, owns, operates or contracts for Four-Year LNG carriers pursuant to any of the exceptions described above, it may not subsequently expand that portion of its business other than pursuant to those exceptions. Under the Omnibus Agreement, we are not restricted from acquiring, operating or chartering Non-Four-Year LNG carriers.
If our Sponsor or any of its controlled affiliates acquires, owns, operates or contracts for Four-Year LNG carriers pursuant to any of the exceptions described above, it may not subsequently expand that portion of its business other than pursuant to those exceptions. 109 Table of Contents Under the Omnibus Agreement, we are not restricted from acquiring, operating or chartering Non-Four-Year LNG carriers.
Our Manager is wholly owned by Mr. Georgios Prokopiou, our Chairman of the Board, and has been providing these services for the vessels in our Fleet for over 14 years.
Our Manager is wholly owned by Mr. Georgios Prokopiou, our Chairman of the Board, and has been providing these services for the vessels in our Fleet for over 15 years.
In addition, we pay our Manager a commercial management fee equal to 1.25% of the gross charter hire, ballast bonus which is the amount paid to the vessel owner as compensation for all or a part of the cost of positioning the vessel to the port where the vessel will be delivered to the charterer, or other income earned during the course of the employment of our vessels, during the term of the Management Agreements, for providing the relevant vessel-owning subsidiary with services, including chartering, managing freight payment, monitoring voyage performance, and carrying out other necessary communications with the shippers, charterers and others.
In addition, we pay our Manager a commercial management fee equal to 1.25% of the gross charter hire, ballast bonus which is the amount paid to the vessel owner or operator as compensation for all or a part of the cost of positioning the vessel to the port where the vessel will be delivered to the charterer, or other income earned during the course of the employment of our vessels, during the term of the Management Agreements, for providing the relevant vessel-owning subsidiary or the relevant subsidiary that has chartered-in a vessel under bareboat charter as part of the 2024 Lease financing, with services, including chartering, managing freight payment, monitoring voyage performance, and carrying out other necessary communications with the shippers, charterers and others.
For purposes of the Omnibus Agreement a “change of control” means, with respect to any “applicable person,” any of the following events: (a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the applicable person’s assets to any other person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the applicable person; (b) the consolidation or merger of the applicable person with or into another person pursuant to a transaction in which the outstanding voting securities of the applicable person are changed into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding voting securities of the applicable person are changed into or exchanged for voting securities of the surviving person or its parent and (ii) the holders of the voting securities of the applicable person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding voting securities of the surviving person or its parent immediately after such transaction; and (c) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), other than our Sponsor or its Affiliates with respect to the General Partner, being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding voting securities of the applicable person, except in a merger or consolidation which would not constitute a change of control under clause (b) above.
For purposes of the Omnibus Agreement a “change of control” means, with respect to any “applicable person,” any of the following events: (a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the applicable person’s assets to any other person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the applicable person; (b) the consolidation or merger of the applicable person with or into another person pursuant to a transaction in which the outstanding voting securities of the applicable person are changed into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding voting securities of the applicable person are changed into or exchanged for voting securities of the surviving person or its parent and (ii) the holders of the voting securities of the applicable person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding voting securities of the surviving person or its parent immediately after such transaction; and (c) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), other than our Sponsor or its Affiliates with respect to the General Partner, being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding voting securities of the applicable person, except in a merger or consolidation which would not constitute a change of control under clause (b) above. 110 Table of Contents Indemnification Our Sponsor indemnifies us for liabilities related to: · tax liabilities attributable to the operation of the assets contributed or sold to us prior to the time they were contributed or sold.
ITEM 7. MAJOR UNITHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR UNITHOLDERS The following table sets forth the beneficial ownership of our common units as of the date of this report by each person that we know to beneficially own more than 5% of our outstanding common units.
ITEM 7. MAJOR UNITHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR UNITHOLDERS The following table sets forth the beneficial ownership of our common units as of April 8, 2025, by each person that we know to beneficially own more than 5% of our outstanding common units.
We currently pay our Manager a technical management fee of $3,005 per day for each vessel, prorated for the calendar days we own each vessel, for providing the relevant vessel owning subsidiaries with services, including engaging and providing qualified crews, maintaining the vessel, arranging supply of stores and equipment, arranging and supervising periodic dry-docking, cleaning and painting and ensuring compliance with applicable regulations, including licensing and certification requirements.
We currently pay our Manager a technical management fee of $3,095 per day for each of our vessels, owned or bareboat chartered-in, prorated for the calendar days we own each vessel, for providing services, including engaging and providing qualified crews, maintaining the vessel, arranging supply of stores and equipment, arranging and supervising periodic dry-docking, cleaning and painting and ensuring compliance with applicable regulations, including licensing and certification requirements.
During the year ended December 31, 2023, we incurred expenses of approximately $0.1 million relating to the administrative services under the Administrative Services Agreement.
During each of the years ended December 31, 2024, and 2023 we incurred expenses of approximately $0.1 million relating to the administrative services under the Administrative Services Agreement.
(5) This information is derived from Schedule 13G filed with the SEC on October 15, 2020. As of the date of this annual report, we had three unitholders of record, two of which were located in the United Stares, representing 57.63% of our outstanding common units.
(5) This information is derived from Schedule 13G filed with the SEC on October 15, 2020. As of April 8, 2025, we had four unitholders of record, three of which were located in the United States, representing 57.44% of our outstanding common units.
We still have the right, but not the obligation, to purchase from our Sponsor any LNG carriers acquired or placed under contracts with an initial term of four or more years, for so long as the Omnibus Agreement is in full force and effect (as described below).
We still have the right, but not the obligation, to purchase from our Sponsor any LNG carriers acquired or placed under contracts with an initial term of four or more years, for so long as the Omnibus Agreement is in full force and effect (as described below). 108 Table of Contents Noncompetition Under the Omnibus Agreement, our Sponsor has agreed, and has caused its affiliates (other than us, and our subsidiaries) to agree, not to acquire, own, operate or contract for any LNG carrier operating under a charter with an initial term of four or more years.
Additional LNG carriers that we acquire in the future may be managed by our Manager or other unaffiliated management companies. 116 Table of Contents Administrative Services Agreement Under the terms and conditions of our Administrative Services Agreement, we pay our Manager a monthly fee of $10,000, plus all costs and expenses, in exchange for the provision of certain financial, accounting, reporting, secretarial and information technology services.
Administrative Services Agreement Under the terms and conditions of our Administrative Services Agreement, we pay our Manager a monthly fee of $10,000, plus all costs and expenses, in exchange for the provision of certain financial, accounting, reporting, secretarial and information technology services.
The term of the original management agreements with our Manager expired on December 31, 2020, and in March 2021, we entered into the Master Agreement with the Manager, which includes new Standard Management Terms for our six vessels effective as from January 1, 2021.
We incurred an aggregate expense of approximately $8.6 million and $8.2 million to our Manager in connection with the management of our Fleet under the Management Agreements for the years ended December 31, 2024 and 2023, respectively. 111 Table of Contents The term of the original management agreements with our Manager expired on December 31, 2020, and in March 2021, we entered into the Master Agreement with the Manager, which includes new Standard Management Terms for our six vessels effective as from January 1, 2021.
In addition, on the date on which a majority of our directors ceases to consist of directors that were (1) appointed by our General Partner prior to our first annual meeting of unitholders and (2) recommended for election by a majority of our appointed directors, the noncompetition provisions applicable to our Sponsor shall terminate immediately. 114 Table of Contents Rights of First Offer on LNG carriers Under the Omnibus Agreement, we and our subsidiaries have granted to our Sponsor the right of first offer on any proposed sale, transfer or other disposition of any LNG carrier owned by us.
In addition, on the date on which a majority of our directors ceases to consist of directors that were (1) appointed by our General Partner prior to our first annual meeting of unitholders and (2) recommended for election by a majority of our appointed directors, the noncompetition provisions applicable to our Sponsor shall terminate immediately.
On November 14, 2018, we extended our $30 Million Revolving Credit Facility with our Sponsor for an additional five-year term, until November 14, 2023, on terms and conditions substantially similar to the existing credit facility The $30.0 Million Revolving Credit Facility expired and was not renewed. ​ 117 Table of Contents CONFLICTS OF INTEREST AND FIDUCIARY DUTIES Conflicts of interest exist and may arise in the future as a result of the relationships between our General Partner and its affiliates, including Dynagas Holding Ltd., on the one hand, and us and our unaffiliated limited partners, on the other hand.
Subsequent to the initial term, the Executive Services Agreement automatically renewed in November 2018 and November 2023. 112 Table of Contents CONFLICTS OF INTEREST AND FIDUCIARY DUTIES Conflicts of interest exist and may arise in the future as a result of the relationships between our General Partner and its affiliates, including Dynagas Holding Ltd., on the one hand, and us and our unaffiliated limited partners, on the other hand.
Amendments The Omnibus Agreement may not be amended without the prior approval of the Conflicts Committee if the proposed amendment will, in the reasonable discretion of our Board of Directors, adversely affect holders of our common units. 115 Table of Contents Vessel Management Our Manager provides us with commercial and technical management services for our Fleet and certain corporate governance and administrative and support services, pursuant to a Master Agreement which includes a standard set of terms for technical and commercial management services applicable to all our vessels, which we refer to as our Management Agreements.
Vessel Management Our Manager provides us with commercial and technical management services for our Fleet and certain corporate governance and administrative and support services, pursuant to a Master Agreement which includes a standard set of terms for technical and commercial management services applicable to all our vessels, which we refer to as our Management Agreements.
(2) 15,595,000 42.38 % Cobas Asset Management SGIIC SA (3) 5,486,906 14.91 % Dell Loy Hansen (5) 3,563,020 9.68 % All executives, officers and directors as a group (3)(4) * * ​ (1) Based on 36,802,247 common units outstanding as of the date of this annual report. 112 Table of Contents (2) Dynagas Holding Ltd. is beneficially owned by the Prokopiou Family, including the chairman of our Board of Directors, Georgios Prokopiou and his daughters Elisavet Prokopiou, Johanna Procopiou, Marina Kalliope Prokopiou, and Maria Eleni Prokopiou, which collectively have a business address at 23, Rue Basse, 98000 Monaco.
(2) Dynagas Holding Ltd. is beneficially owned by the Prokopiou Family, including the chairman of our Board of Directors, Georgios Prokopiou and his daughters Elisavet Prokopiou, Johanna Procopiou, Marina Kalliope Prokopiou, and Maria Eleni Prokopiou, which collectively have a business address at 23, Rue Basse, 98000 Monaco.
Removed
Noncompetition Under the Omnibus Agreement, our Sponsor has agreed, and has caused its affiliates (other than us, and our subsidiaries) to agree, not to acquire, own, operate or contract for any LNG carrier operating under a charter with an initial term of four or more years.
Added
(2) 15,595,000 ​ 42.56 % Cobas Asset Management SGIIC SA (3) 5,486,906 ​ 14.97 % Dell Loy Hansen (5) 3,563,020 ​ 9.72 % All executives, officers and directors as a group (3)(4) * ​ * ​ (1) Based on 36,642,256 common units outstanding as of April 8, 2025.
Removed
Indemnification Our Sponsor indemnifies us for liabilities related to: · tax liabilities attributable to the operation of the assets contributed or sold to us prior to the time they were contributed or sold.
Added
Rights of First Offer on LNG carriers Under the Omnibus Agreement, we and our subsidiaries have granted to our Sponsor the right of first offer on any proposed sale, transfer or other disposition of any LNG carrier owned by us.
Removed
We incurred an aggregate expense of approximately $8.2 million and $7.8 million to our Manager in connection with the management of our Fleet under the Management Agreements for the years ended December 31, 2023 and 2022, respectively.
Added
Amendments The Omnibus Agreement may not be amended without the prior approval of the Conflicts Committee if the proposed amendment will, in the reasonable discretion of our Board of Directors, adversely affect holders of our common units.
Removed
Subsequent to the initial term, the Executive Services Agreement automatically renewed in November 2018 and November 2023. $30 Million Revolving Credit Facility In connection with the closing of the IPO, our Sponsor provided us with a $30.0 million revolving credit to be used for general partnership purposes, including working capital which was interest free and had a term of five years.
Added
Additional LNG carriers or other type of vessels that we acquire in the future may be managed by our Manager or other unaffiliated management companies.

Other DLNG 10-K year-over-year comparisons