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What changed in DORIAN LPG LTD.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of DORIAN LPG LTD.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+442 added−409 removedSource: 10-K (2023-06-02) vs 10-K (2022-06-02)

Top changes in DORIAN LPG LTD.'s 2023 10-K

442 paragraphs added · 409 removed · 321 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

104 edited+26 added−12 removed224 unchanged
Biggest changeAs of May 27, 2022, the Helios Pool operated twenty-two VLGCs, including twenty vessels from our fleet and two Phoenix vessels. ​ 1 Table of Contents Our Fleet ​ The following table sets forth certain information regarding our fleet as of May 27, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capacity ​ ​ ​ ​ ​ ECO ​ Scrubber ​ ​ ​ Charter ​ ​ (Cbm) ​ Shipyard ​ Year Built ​ Vessel (1) ​ Equipped ​ Employment ​ Expiration (2) Dorian VLGCs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Captain John NP 82,000 Hyundai 2007 — — Pool (4) — ​ Comet 84,000 Hyundai 2014 X X Pool (4) — ​ Corsair (3) 84,000 Hyundai 2014 X X Time Charter (6) Q4 2022 ​ Corvette (3) 84,000 Hyundai 2015 X X Pool (4) — ​ Cougar (3) 84,000 Hyundai 2015 X — Pool (4) — ​ Concorde (3) 84,000 Hyundai 2015 X X Time Charter (7) Q1 2023 ​ Cobra 84,000 Hyundai 2015 X — Pool (4) — ​ Continental 84,000 Hyundai 2015 X — Pool (4) — ​ Constitution 84,000 Hyundai 2015 X X Pool (4) — ​ Commodore 84,000 Hyundai 2015 X — Pool-TCO (5) Q1 2023 ​ Cresques (3) 84,000 Daewoo 2015 X X Pool (4) — ​ Constellation 84,000 Hyundai 2015 X X Pool (4) — ​ Cheyenne 84,000 Hyundai 2015 X X Pool (4) — ​ Clermont 84,000 Hyundai 2015 X X Pool-TCO (5) Q1 2023 ​ Cratis (3) 84,000 Daewoo 2015 X X Pool (4) — ​ Chaparral (3) 84,000 Hyundai 2015 X — Pool (4) — ​ Copernicus (3) 84,000 Daewoo 2015 X X Pool (4) — ​ Commander 84,000 Hyundai 2015 X X Pool (4) — ​ Challenger 84,000 Hyundai 2015 X — Pool-TCO (5) ​ Q4 2022 ​ Caravelle (3) 84,000 Hyundai 2016 X — Pool (4) — ​ Total 1,678,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time chartered-in VLGCs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Future Diamond (8) ​ 80,876 ​ Hyundai ​ 2020 ​ X ​ X ​ Pool (4) — ​ Astomos Venus (9) ​ 77,367 ​ Mitsubishi ​ 2016 ​ X ​ — ​ Pool (4) — ​ (1) Represents vessels with very low revolutions per minute, long-stroke, electronically controlled engines, larger propellers, advanced hull design, and low friction paint. ​ (2) Represents calendar year quarters. ​ (3) Operated pursuant to a bareboat chartering agreement.
Biggest changeAs of May 25, 2023, the Helios Pool operated twenty-seven VLGCs, including twenty-three vessels from our fleet and four Phoenix vessels. ​ 1 Table of Contents Our Fleet ​ The following table sets forth certain information regarding our fleet as of May 25, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scrubber ​ ​ ​ ​ ​ ​ ​ Capacity ​ ​ ​ ​ ​ ECO ​ Equipped ​ ​ ​ Charter ​ ​ (Cbm) ​ Shipyard ​ Year Built ​ Vessel (1) ​ or Dual-Fuel ​ Employment ​ Expiration (2) Dorian VLGCs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Captain John NP 82,000 Hyundai 2007 — — Pool (4) — ​ Comet 84,000 Hyundai 2014 X S Pool (4) — ​ Corsair (3) 84,000 Hyundai 2014 X S Time Charter (6) Q4 2024 ​ Corvette 84,000 Hyundai 2015 X S Pool (4) — ​ Cougar (3) 84,000 Hyundai 2015 X — Pool-TCO (5) Q1 2025 ​ Concorde 84,000 Hyundai 2015 X S Time Charter (7) Q1 2024 ​ Cobra 84,000 Hyundai 2015 X — Pool (4) — ​ Continental 84,000 Hyundai 2015 X — Pool-TCO (5) Q4 2023 ​ Constitution 84,000 Hyundai 2015 X S Pool (4) — ​ Commodore 84,000 Hyundai 2015 X — Pool-TCO (5) Q1 2024 ​ Cresques (3) 84,000 Daewoo 2015 X S Pool (4) — ​ Constellation 84,000 Hyundai 2015 X S Pool (4) — ​ Cheyenne 84,000 Hyundai 2015 X S Pool-TCO (5) Q4 2023 ​ Clermont 84,000 Hyundai 2015 X S Pool-TCO (5) Q4 2023 ​ Cratis (3) 84,000 Daewoo 2015 X S Pool (4) — ​ Chaparral (3) 84,000 Hyundai 2015 X — Pool (4) — ​ Copernicus (3) 84,000 Daewoo 2015 X S Pool (4) — ​ Commander 84,000 Hyundai 2015 X S Pool (4) — ​ Challenger 84,000 Hyundai 2015 X — Pool-TCO (5) ​ Q2 2023 ​ Caravelle (3) 84,000 Hyundai 2016 X — Pool (4) — ​ Captain Markos (3) 84,000 Kawasaki 2023 X DF Pool (4) — ​ Total 1,762,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time chartered-in VLGCs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Future Diamond (8) ​ 80,876 ​ Hyundai ​ 2020 ​ X ​ S ​ Pool (4) — ​ Astomos Venus (9) ​ 77,367 ​ Mitsubishi ​ 2016 ​ X ​ — ​ Pool (4) — ​ HLS Citrine (10) ​ 86,090 ​ Hyundai ​ 2023 ​ X ​ DF ​ Pool (4) — ​ HLS Diamond (11) ​ 86,090 ​ Hyundai ​ 2023 ​ X ​ DF ​ Pool (4) — ​ (1) Represents vessels with very low revolutions per minute, long-stroke, electronically controlled engines, larger propellers, advanced hull design, and low friction paint. ​ (2) Represents calendar year quarters. ​ (3) Operated pursuant to a bareboat chartering agreement.
This insurance includes third-party liability and other expenses related to the injury or death of crew members, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels or from contact with 6 Table of Contents jetties or wharves and other damage to other third-party property, including pollution arising from oil or other substances, and other related costs, including wreck removal.
This insurance includes third-party liability and other expenses related to the injury or death of crew members, passengers and 6 Table of Contents other third parties, loss or damage to cargo, claims arising from collisions with other vessels or from contact with jetties or wharves and other damage to other third-party property, including pollution arising from oil or other substances, and other related costs, including wreck removal.
The 2010 HNS Convention sets up a two-tier system of compensation composed of compulsory insurance taken out by shipowners and an HNS Fund which comes into play when the insurance is insufficient to satisfy a claim or does not cover the incident.
The 2010 HNS Convention sets up a two-tier system of compensation composed of compulsory insurance taken out by shipowners and an HNS Fund which comes into play when the insurance is insufficient to satisfy a claim or does not cover the incident.
Once the limit is reached, compensation will be paid from the HNS Fund up to a maximum of 250 million SDR.
Once the limit is reached, compensation will be paid from the HNS Fund up to a maximum of 250 million SDR.
Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.
Vessel owners and operators may satisfy their financial responsibility obligations by providing proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.
However, we are not permitted by United States law to engage in the transportation of cargoes that produces 100% United States source shipping income. ​ Unless we qualify for the exemption from tax under Section 883, our gross United States source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below. ​ Exemption of Operating Income from United States Federal Income Taxation ​ Under Section 883 and the Treasury Regulations thereunder, a foreign corporation will be exempt from United States federal income taxation of its United States source shipping income if: ​ 1) it is organized in a “qualified foreign country” which is one that grants an "equivalent exemption" from tax to corporations organized in the United States in respect of each category of shipping income for which exemption is being claimed under Section 883; and ​ 2) one of the following tests is met: ​ A) more than 50% of the value of its shares is beneficially owned, directly or indirectly, by “qualified shareholders,” which as defined includes individuals who are “residents” of a qualified foreign country, to which we refer as the “50% Ownership Test”; or ​ B) its shares are “primarily and regularly traded on an established securities market” in a qualified foreign country or in the United States, to which we refer as the “Publicly-Traded Test.” ​ 21 Table of Contents The Republic of the Marshall Islands, the jurisdiction where we and our ship - owning subsidiaries are incorporated, has been officially recognized by the United States Internal Revenue Service, or the IRS, as a qualified foreign country that grants the requisite “equivalent exemption” from tax in respect of each category of shipping income we earn and currently expect to earn in the future.
However, we are not permitted by United States law to engage in the transportation of cargoes that produces 100% United States source shipping income. ​ 21 Table of Contents Unless we qualify for the exemption from tax under Section 883, our gross United States source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below. ​ Exemption of Operating Income from United States Federal Income Taxation ​ Under Section 883 and the Treasury Regulations thereunder, a foreign corporation will be exempt from United States federal income taxation of its United States source shipping income if: ​ 1) it is organized in a “qualified foreign country” which is one that grants an "equivalent exemption" from tax to corporations organized in the United States in respect of each category of shipping income for which exemption is being claimed under Section 883; and ​ 2) one of the following tests is met: ​ A) more than 50% of the value of its shares is beneficially owned, directly or indirectly, by “qualified shareholders,” which as defined includes individuals who are “residents” of a qualified foreign country, to which we refer as the “50% Ownership Test”; or ​ B) its shares are “primarily and regularly traded on an established securities market” in a qualified foreign country or in the United States, to which we refer as the “Publicly-Traded Test.” ​ The Republic of the Marshall Islands, the jurisdiction where we and our ship - owning subsidiaries are incorporated, has been officially recognized by the United States Internal Revenue Service, or the IRS, as a qualified foreign country that grants the requisite “equivalent exemption” from tax in respect of each category of shipping income we earn and currently expect to earn in the future.
By contrast, rental income would generally constitute "passive income" unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business. ​ We believe that income we earn from the voyage charters, and also from time charters, for the reasons discussed below, will be treated as active income for PFIC purposes and as a result, we intend to take the position that we satisfy the 75% income test for our taxable year ended March 31, 2022. ​ Based on our current and anticipated operations, we do not believe that we will be treated as a PFIC for our taxable year ended March 31, 2022 or subsequent taxable years, and we intend to take such position for our United States federal income tax reporting purposes.
By contrast, rental income would generally constitute "passive income" unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business. ​ We believe that income we earn from the voyage charters, and also from time charters, for the reasons discussed below, will be treated as active income for PFIC purposes and as a result, we intend to take the position that we satisfy the 75% income test for our taxable year ended March 31, 2023. ​ Based on our current and anticipated operations, we do not believe that we will be treated as a PFIC for our taxable year ended March 31, 2023 or subsequent taxable years, and we intend to take such position for our United States federal income tax reporting purposes.
Dividends paid with respect to our common shares will generally be treated as foreign source dividend income and will generally constitute “passive category income” for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes. ​ Dividends paid on our common shares to certain non - corporate United States Holders will generally be treated as “qualified dividend income” that is taxable to such United States Holders at preferential tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the NYSE, on which our common shares will be traded), (2) the shareholder has owned the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock becomes ex-dividend, and (3) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year. ​ There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of such non-corporate United States Holders, although, as described above, we expect such dividends to be so eligible provided an eligible non-corporate United States Holder meets all applicable requirements and we are not a passive foreign passive investment company in the taxable year during which the dividend is paid or the immediately preceding taxable year.
Dividends paid with respect to our common shares will generally be treated as foreign source dividend income and will generally constitute “passive category income” for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes. ​ Dividends paid on our common shares to certain non - corporate United States Holders will generally be treated as “qualified dividend income” that is taxable to such United States Holders at preferential tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the NYSE, on which our common shares will be traded), (2) the shareholder has owned the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock becomes ex-dividend, and (3) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year. ​ There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of such non-corporate United States Holders, although, as described above, we expect such dividends to be so eligible provided an eligible non-corporate United States Holder meets all applicable requirements and we are not a 24 Table of Contents passive foreign passive investment company in the taxable year during which the dividend is paid or the immediately preceding taxable year.
Under these special rules: ​ ● the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common shares; ​ ● the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income and would not be “qualified dividend income”; and ​ ● the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. 26 Table of Contents ​ United States Federal Income Taxation of “Non-United States Holders” ​ As used herein, the term “Non-United States Holder” means a holder that, for United States federal income tax purposes, is a beneficial owner of common shares (other than a partnership) that is not a United States Holder. ​ If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership.
Under these special rules: ​ ● the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common shares; ​ ● the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income and would not be “qualified dividend income”; and ​ ● the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. ​ United States Federal Income Taxation of “Non-United States Holders” ​ As used herein, the term “Non-United States Holder” means a holder that, for United States federal income tax purposes, is a beneficial owner of common shares (other than a partnership) that is not a United States Holder. ​ If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership.
Even if this were not the case, the Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if, as is expected to be the case with our common shares, such class of stock is traded on an established securities market in the United States and such shares are regularly quoted by dealers making a market in such shares. ​ Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of shares will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of such class of outstanding stock, to which we refer as the "5% Override Rule." ​ For purposes of being able to determine the persons who actually or constructively own 5% or more of the vote and value of our common shares, or “5% Shareholders,” the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the Commission, as owning 5% or more of our common shares.
Even if this were not the case, the Treasury Regulations provide that the trading 22 Table of Contents frequency and trading volume tests will be deemed satisfied if, as is expected to be the case with our common shares, such class of stock is traded on an established securities market in the United States and such shares are regularly quoted by dealers making a market in such shares. ​ Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of shares will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of such class of outstanding stock, to which we refer as the "5% Override Rule." ​ For purposes of being able to determine the persons who actually or constructively own 5% or more of the vote and value of our common shares, or “5% Shareholders,” the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the Commission, as owning 5% or more of our common shares.
If you are a partner in a partnership holding our common shares, you are encouraged to consult your tax advisor. ​ Dividends on Common Shares ​ Subject to the discussion of backup withholding below, a Non-United States Holder generally will not be subject to United States federal income or withholding tax on dividends received from us with respect to our common shares, unless: ​ ● the dividend income is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States; or ​ ● the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of receipt of the dividend income and other conditions are met. ​ Sale, Exchange or Other Disposition of Common Shares ​ Subject to the discussion of backup withholding below, a Non-United States Holder generally will not be subject to United States federal income or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless: ​ ● the gain is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States; or ​ ● the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met. ​ Income or Gains Effectively Connected with a United States Trade or Business ​ If the Non-United States Holder is engaged in a United States trade or business for United States federal income tax purposes, dividends on our common shares and gain from the sale, exchange or other disposition of our common shares, that are effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment), will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of United States Holders.
If you are a partner in a partnership holding our common shares, you are encouraged to consult your tax advisor. ​ Dividends on Common Shares ​ Subject to the discussion of backup withholding below, a Non-United States Holder generally will not be subject to United States federal income or withholding tax on dividends received from us with respect to our common shares, unless: ​ ● the dividend income is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States; or ​ ● the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of receipt of the dividend income and other conditions are met. ​ Sale, Exchange or Other Disposition of Common Shares ​ Subject to the discussion of backup withholding below, a Non-United States Holder generally will not be subject to United States federal income or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless: ​ ● the gain is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States; or ​ ● the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met. ​ 27 Table of Contents Income or Gains Effectively Connected with a United States Trade or Business ​ If the Non-United States Holder is engaged in a United States trade or business for United States federal income tax purposes, dividends on our common shares and gain from the sale, exchange or other disposition of our common shares, that are effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment), will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of United States Holders.
Business—Environmental and Other Regulation in the Shipping Industry.” Our Customers ​ Our customers, either directly or through the Helios Pool, include or have included global energy companies such as Exxon Mobil Corp., Chevron Corp., China International United Petroleum & Chemicals Co., Ltd., Royal Dutch Shell plc, Equinor ASA, Total S.A., and Sunoco LP, commodity traders such as Glencore plc, Itochu Corporation, Bayegan Group, Vilma Oil SL, and the Vitol Group and importers such as E1 Corp., Indian Oil Corporation, SK Gas Co.
Business—Environmental and Other Regulation in the Shipping Industry.” Our Customers ​ Our customers, either directly or through the Helios Pool, include or have included global energy companies such as Exxon Mobil Corp., Chevron Corp., China International United Petroleum & Chemicals Co., Ltd., Royal Dutch Shell plc, Equinor ASA, Total S.A., and Sunoco LP, commodity traders such as Glencore plc, Itochu Corporation, Bayegan Group, and the Vitol Group and importers such as E1 Corp., Indian Oil Corporation, SK Gas Co.
In a year when we are a PFIC, any gain realized on the sale, exchange or other disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the United States Holder. ​ Taxation of United States Holders Not Making a Timely QEF or Mark-to-Market Election ​ For any taxable year in which we determine that we are a PFIC, a United States Holder who does not make either a QEF election or a “mark-to-market” election for that year, whom we refer to as a “Non - Electing Holder,” would be subject to special rules with respect to (i) any excess distribution (i.e., the portion of any distributions received by the Non - Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares), and (ii) any gain realized on the sale, exchange or other disposition of our common shares.
In a year when we are a PFIC, any gain realized on the sale, exchange or other disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the United States Holder. ​ 26 Table of Contents Taxation of United States Holders Not Making a Timely QEF or Mark-to-Market Election ​ For any taxable year in which we determine that we are a PFIC, a United States Holder who does not make either a QEF election or a “mark-to-market” election for that year, whom we refer to as a “Non - Electing Holder,” would be subject to special rules with respect to (i) any excess distribution (i.e., the portion of any distributions received by the Non - Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares), and (ii) any gain realized on the sale, exchange or other disposition of our common shares.
In addition, we would generally be subject to the 30% "branch profits" tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our United States trade or business. ​ Our United States source shipping income would be considered “effectively connected” with the conduct of a United States trade or business only if: ​ ● we have, or are considered to have, a fixed place of business in the United States involved in the earning of United States source shipping income; and ​ ● substantially all of our United States source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States. ​ We do not intend to have, or permit circumstances that would result in having, any vessel sailing to or from the United States on a regularly scheduled basis.
In addition, we would generally be subject to the 30% "branch profits" tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our United States trade or business. ​ Our United States source shipping income would be considered “effectively connected” with the conduct of a United States trade or business only if: ​ ● we have, or are considered to have, a fixed place of business in the United States involved in the earning of United States source shipping income; and 23 Table of Contents ​ ● substantially all of our United States source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States. ​ We do not intend to have, or permit circumstances that would result in having, any vessel sailing to or from the United States on a regularly scheduled basis.
Therefore, we will be exempt from United States federal income taxation with respect to our United States source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test. ​ We believe that we satisfy the Publicly-Traded Test, a factual determination made on an annual basis, with respect to our taxable year ended March 31, 2022, and we expect to continue to do so for our subsequent taxable years, and we intend to take this position for United States federal income tax reporting purposes.
Therefore, we will be exempt from United States federal income taxation with respect to our United States source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test. ​ We believe that we satisfy the Publicly-Traded Test, a factual determination made on an annual basis, with respect to our taxable year ended March 31, 2023, and we expect to continue to do so for our subsequent taxable years, and we intend to take this position for United States federal income tax reporting purposes.
It is expected that any sale of a vessel by us will be considered to occur outside of the United States. ​ 23 Table of Contents United States Federal Income Taxation of United States Holders ​ As used herein, the term “United States Holder” means a holder that for United States federal income tax purposes is a beneficial owner of common shares and is an individual United States citizen or resident, a United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. ​ If a partnership holds the common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership.
It is expected that any sale of a vessel by us will be considered to occur outside of the United States. ​ United States Federal Income Taxation of United States Holders ​ As used herein, the term “United States Holder” means a holder that for United States federal income tax purposes is a beneficial owner of common shares and is an individual United States citizen or resident, a United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. ​ If a partnership holds the common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership.
Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard. ​ We seek to manage exposure to losses from the above-described environmental and vessel security laws through our development of appropriate risk management programs, including compliance programs, safety management systems and insurance programs, as applicable. ​ Taxation ​ The following is a discussion of the material Marshall Islands and United States federal income tax considerations relevant to a United States Holder and a Non-United States Holder, each as defined below, with respect to the common shares.
Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard. ​ We seek to manage exposure to losses from the above-described environmental and vessel security laws through our development of appropriate risk management programs, including compliance programs, safety management systems and insurance programs, as applicable. 20 Table of Contents Taxation ​ The following is a discussion of the material Marshall Islands and United States federal income tax considerations relevant to a United States Holder and a Non-United States Holder, each as defined below, with respect to the common shares.
In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. ​ 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”).
In addition, a future serious marine incident that causes 8 Table of Contents significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. ​ 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”).
Demand for our vessels therefore may be stronger in our quarters ending June 30 and September 30 and relatively weaker during our quarters ending December 31 and March 31, although 12-month time charter rates tend to smooth out these short-term fluctuations and recent LPG shipping market activity has not yielded the expected seasonal results.
Demand for our vessels therefore may be stronger in our quarters ending June 30 and September 30 and relatively weaker during our quarters ending December 31 and March 31, although 12-month time charter rates tend to smooth out these short-term fluctuations and recent LPG shipping market activity has not yielded the typical seasonal results.
Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters. ​ European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters. 17 Table of Contents European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
We intend to promptly notify our shareholders if we determine we are a PFIC for any taxable year. ​ Taxation of United States Holders Making a Timely QEF Election ​ If a United States Holder makes a timely QEF election, which United States Holder we refer to as an “Electing Holder,” the Electing Holder must report for United States federal income tax purposes its pro rata share of our ordinary 25 Table of Contents earnings and net capital gain, if any, for each of our taxable years during which we are a PFIC that ends with or within the taxable year of the Electing Holder, regardless of whether distributions were received from us by the Electing Holder.
We intend to promptly notify our shareholders if we determine we are a PFIC for any taxable year. ​ Taxation of United States Holders Making a Timely QEF Election ​ If a United States Holder makes a timely QEF election, which United States Holder we refer to as an “Electing Holder,” the Electing Holder must report for United States federal income tax purposes its pro rata share of our ordinary earnings and net capital gain, if any, for each of our taxable years during which we are a PFIC that ends with or within the taxable year of the Electing Holder, regardless of whether distributions were received from us by the Electing Holder.
Subject to the capping discussed below, our coverage, except for pollution, is unlimited. ​ Our current P&I coverage for pollution is $1.0 billion per vessel per incident.
Subject to the capping discussed below, our coverage, except for pollution, is unlimited. ​ Our current P&I coverage for pollution liability is $1.0 billion per vessel per incident.
The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
The limitation on liability also does not apply if the responsible person fails or refuses to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
Although the 2010 HNS Convention has not been ratified by a sufficient number of countries to enter into force, we cannot estimate the costs that may be needed to comply with any such requirements that may be adopted with any certainty at this time. ​ 9 Table of Contents In June 2015 the IMO formally adopted the International Code of Safety for Ships using Gases or Low flashpoint Fuels, or the “IGF Code,” which is designed to minimize the risks involved with ships using low flashpoint fuels.
Although the 2010 HNS Convention has not been ratified by a sufficient number of countries to enter into force, we cannot estimate the costs that may be needed to comply with any such requirements that may be adopted with any certainty at this time. ​ In June 2015 the IMO formally adopted the International Code of Safety for Ships using Gases or Low flashpoint Fuels, or the “IGF Code,” which is designed to minimize the risks involved with ships using low flashpoint fuels.
The initial strategy identifies “levels of ambition” to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 18 Table of Contents compared to 2008 while pursuing efforts towards phasing them out entirely.
The initial strategy identifies “levels of ambition” to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely.
The information on our website is not incorporated by reference into this annual report on Form 10-K (“Annual Report”). ​ Dorian’s ESG strategies, risks and initiatives are overseen by our Board of Directors, which includes independent members and experts in shipping and compliance matters.
The information on our website is not incorporated by reference into this annual report on Form 10-K (“Annual Report”). ​ Dorian’s ESG strategies, risks and initiatives are overseen by our board of directors (the “Board of Directors”), which includes independent members and experts in shipping and compliance matters.
Such payments or distributions may also be subject to backup withholding if the non - corporate United States Holder: ​ ● fails to provide an accurate taxpayer identification number; ​ 27 Table of Contents ● is notified by the IRS that it has have failed to report all interest or dividends required to be shown on its federal income tax returns; or ​ ● in certain circumstances, fails to comply with applicable certification requirements. ​ Non-United States Holders may be required to establish their exemption from information reporting and backup withholding with respect to dividends payments or other taxable distribution on our common shares by certifying their status on an appropriate IRS Form W-8.
Such payments or distributions may also be subject to backup withholding if the non - corporate United States Holder: ​ ● fails to provide an accurate taxpayer identification number; ​ ● is notified by the IRS that it has have failed to report all interest or dividends required to be shown on its federal income tax returns; or ​ ● in certain circumstances, fails to comply with applicable certification requirements. ​ Non-United States Holders may be required to establish their exemption from information reporting and backup withholding with respect to dividends payments or other taxable distribution on our common shares by certifying their status on an appropriate IRS Form W-8.
Additionally, we maintain other insurance policies we believe are customary and are in amounts we believe to be adequate to protect us against material loss. The policies principally provide coverage for public liability, directors and officers, workers’ compensation, and insurance against the consequences of a cyber attack.
Additionally, we maintain other insurance policies we believe are customary and are in amounts we believe to be adequate to protect us against material loss. The policies principally provide coverage for general liability, directors and officers, workers’ compensation, and insurance against the consequences of a cyber-attack.
However, not all risks can be insured against, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at acceptable rates. ​ The types of insurances we have purchased can be categorized as follows: ​ ● Damage to or loss of the ships themselves; ● Liability to cargo owners for damage to or loss of cargo, for injury to or death of crew or third-parties, for collision with other ships or objects, for pollution damage, for fines and other liabilities; ● Compensation for loss of income in periods when ships undergo repairs due to damage; ● Compensation of legal expenses in defending against contract claims or in collecting money due; ● Compensation of damage to IT equipment ashore and onboard the ships in the case of a cyber attack and of loss suffered from resulting business interruption; and ● Non-marine coverage, e.g. director and officer insurance. ​ We have obtained insurance on all our vessels against marine and war risks, both of which include the risks of damage to our vessels, salvage or towing costs, and actual or constructive total loss.
However, not all risks can be insured against, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at acceptable rates. ​ The types of insurances we have purchased can be categorized as follows: ​ ● Damage to or loss of the ships themselves; ● Liability to cargo owners for damage to or loss of cargo, for injury to or death of crew or third-parties, for collision with other ships or objects, for pollution damage, for fines and other liabilities; ● Compensation for loss of income in periods when ships undergo repairs due to damage; ● Compensation for legal expenses in defending against contract claims or in collecting money due; ● Compensation for damage to IT equipment ashore and onboard the ships in the case of a cyber-attack and of loss suffered from resulting business interruption; and ● Non-marine coverage, e.g. directors’ and officers’ insurance. ​ We have procured insurances on all our vessels against marine and war risks, both of which include the risks of damage to our vessels, salvage or towing costs, and actual or constructive total loss.
Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders. 20 Table of Contents ​ United States Federal Income Tax Considerations ​ In the opinion of Seward & Kissel LLP, the following are the material United States federal income tax consequences to us of our activities and to United States Holders and Non-United States Holders, each as defined below, of the common shares.
Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders. ​ United States Federal Income Tax Considerations ​ In the opinion of Seward & Kissel LLP, the following are the material United States federal income tax consequences to us of our activities and to United States Holders and Non-United States Holders, each as defined below, of the common shares.
Additionally, in the event an individual United States Holder (and to the extent specified in applicable Treasury Regulations, a Non-United States Holder or a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed.
Additionally, in the event an individual United States Holder (and to the extent specified in applicable Treasury Regulations, a Non-United States Holder or a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations 28 Table of Contents on the assessment and collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed.
Additionally, we have joined the All Aboard Alliance and, together with other industry leaders, we are committed to have a sustainable, progressive, and innovative maritime industry that we can all be proud of with an increase diversity, equity, and inclusion throughout organizations across the sector both at sea and onshore. ​ Classification, Inspection and Maintenance ​ Every large commercial seagoing vessel must be “classed” by a classification society.
Additionally, we have joined the All Aboard Alliance and, together with other industry leaders, we are committed to have a sustainable, progressive, and innovative maritime industry that we can all be proud of with increased diversity, equity, and inclusion throughout organizations across the sector both at sea and onshore. ​ Classification, Inspection and Maintenance ​ Every large commercial seagoing vessel must be “classed” by a classification society.
Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, 17 Table of Contents subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.
Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.
The Treasury Regulations further provide that an investment company which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes. ​ In the event the 5% Override Rule is triggered, the Treasury Regulations provide that the 5% Override Rule will nevertheless not apply if we can establish that within the group of 5% Shareholders, qualified shareholders (as defined for purposes of Section 883) own sufficient number of shares to preclude non-qualified shareholders in such group from owning 50% or more of our common shares for more than half the number of days during the taxable year. ​ 22 Table of Contents We believe that we satisfy the Publicly-Traded Test and will not be subject to the 5% Override Rule for taxable year ended March 31, 2022 and we also expect to continue to do so for our subsequent taxable years.
The Treasury Regulations further provide that an investment company which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes. ​ In the event the 5% Override Rule is triggered, the Treasury Regulations provide that the 5% Override Rule will nevertheless not apply if we can establish that within the group of 5% Shareholders, qualified shareholders (as defined for purposes of Section 883) own sufficient number of shares to preclude non-qualified shareholders in such group from owning 50% or more of our common shares for more than half the number of days during the taxable year. ​ We believe that we satisfy the Publicly-Traded Test and will not be subject to the 5% Override Rule for taxable year ended March 31, 2023 and we also expect to continue to do so for our subsequent taxable years.
With the onset of the COVID-19 pandemic in early 2020, we responded by prioritizing the safety and well-being of our staff through the implementation of strict COVID-19 safety checks and medical support to mitigate the related health risks on our vessels.
Following the onset of the COVID-19 pandemic in early 2020, we responded by prioritizing the safety and well-being of our staff through the implementation of strict COVID-19 safety checks and medical support to mitigate the related health risks on our vessels.
All of our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force. The Protocol Relating to Intervention on the High Seas in Cases of Pollution by Substances other than Oil 1973 (the “Intervention Protocol”) applies if there is a casualty involving a ship carrying LNG or LPG.
All of our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force. 13 Table of Contents The Protocol Relating to Intervention on the High Seas in Cases of Pollution by Substances other than Oil 1973 (the “Intervention Protocol”) applies if there is a casualty involving a ship carrying LNG or LPG.
Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and 16 Table of Contents conducting other operations in regulated port areas.
Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas.
Some of the ESG initiatives that we have undertaken include: ​ ● operating newer, more technologically advanced ECO vessels, with very low revolutions per minute, long-stroke, electronically controlled engines, larger propellers, advanced hull design, and low friction paint, resulting in enhanced the energy efficiency and reduced greenhouse gas emissions on a ton-mile basis, including the vessels in our existing fleet and our newbuilding dual-fuel VLGC that is expected to be delivered from Kawasaki Heavy Industries in March 2023; ​ 7 Table of Contents ● fitting vessels with scrubbers to reduce sulfur emissions to, among other things, comply with the IMO’s new fuel regulations which went into effect in January 2020; ​ ● joining the Getting to Zero Coalition, a global alliance of more than 140 companies committed to the decarbonization of deepsea shipping in line with the IMO greenhouse gas emissions reduction strategy; ​ ● creating teams and a formal reporting structure for the evaluation and potential implementation of new energy saving technologies such as batteries, hull friction reducing technologies, and a range of other applications; ​ ● implementing and utilizing internal and third-party data collection and analysis software, which allows data to be gathered from our vessels for use in performance optimization, with the aim of reducing our fuel consumption, and carbon dioxide and greenhouse gas emissions; ​ ● including a sustainability-linked pricing mechanism in our 2015 AR Facility (as defined below) and providing relevant carbon emissions data for the vessels in our fleet that are owned or technically managed pursuant to a bareboat charter to our lenders in connection with the Poseidon Principles, which establish a framework for assessing and disclosing the climate alignment of ship finance portfolios with the IMO’s target to reduce shipping's total annual greenhouse gas emissions by at least 50% by 2050; ​ ● becoming a signatory to the Neptune Declaration on Seafarer Wellbeing and Crew Change, in a worldwide call to action to end the unprecedented crew change crisis caused by COVID-19; ​ ● establishing risk management and internal control policies and systems to manage risk and ensure compliance with all applicable international and local laws; and ​ ● establishing compliance programs to meet or exceed, when possible and appropriate, all applicable rules and regulations governing the maritime industry, including the items described in the “Environmental and Other Regulation in the Shipping Industry” section below. ​ Environmental and Other Regulation in the Shipping Industry ​ General ​ Government regulation and laws significantly affect the ownership and operation of our fleet.
Some of the ESG initiatives that we have undertaken include: ​ ● operating newer, more technologically advanced ECO vessels, with very low revolutions per minute, long-stroke, electronically controlled engines, larger propellers, advanced hull design, and low friction paint, resulting in enhanced the energy efficiency and reduced greenhouse gas emissions on a ton-mile basis, including the vessels in our existing fleet, our newbuilding dual-fuel VLGC delivered from Kawasaki Heavy Industries in March 2023, and our two time chartered in Dual Fuel VLGCs that entered our fleet in February and March 2023; ​ ● fitting vessels with scrubbers to reduce sulfur emissions to, among other things, comply with the IMO’s new fuel regulations which went into effect in January 2020; ​ 7 Table of Contents ● joining the Getting to Zero Coalition, a global alliance of more than 140 companies committed to the decarbonization of deep-sea shipping in line with the IMO greenhouse gas emissions reduction strategy; ​ ● creating teams and a formal reporting structure for the evaluation and potential implementation of new energy saving technologies such as batteries, hull friction reducing technologies, and a range of other applications; ​ ● implementing and utilizing internal and third-party data collection and analysis software, which allows data to be gathered from our vessels for use in performance optimization, with the aim of reducing our fuel consumption, and carbon dioxide and greenhouse gas emissions; ​ ● including a sustainability-linked pricing mechanism in our 2022 Debt Facility (as defined below) and providing relevant carbon emissions data for the vessels in our fleet that are owned or technically managed pursuant to a bareboat charter to our lenders in connection with the Poseidon Principles, which establish a framework for assessing and disclosing the climate alignment of ship finance portfolios with the IMO’s target to reduce shipping's total annual greenhouse gas emissions by at least 50% by 2050; ​ ● becoming a signatory to the Neptune Declaration on Seafarer Wellbeing and Crew Change, in a worldwide call to action to end the unprecedented crew change crisis caused by COVID-19; ​ ● establishing risk management and internal control policies and systems to manage risk and ensure compliance with all applicable international and local laws; and ​ ● establishing compliance programs to meet or exceed, when possible and appropriate, all applicable rules and regulations governing the maritime industry, including the items described in the “Environmental and Other Regulation in the Shipping Industry” section below. ​ Environmental and Other Regulation in the Shipping Industry ​ General ​ Government regulations and laws significantly affect the ownership and operation of our fleet.
Ltd., Astomos Energy Corporation, and Oriental Energy Company Ltd. or subsidiaries of the foregoing. See “Item 7. Management Discussion and Analysis—Overview” for a discussion of our customers that accounted for more than 10% of our total revenues and “Item 1A.
Ltd., and Astomos Energy Corporation, or subsidiaries of the foregoing. See “Item 7. Management Discussion and Analysis—Overview” for a discussion of our customers that accounted for more than 10% of our total revenues and “Item 1A.
There is substantial legal authority supporting this position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters as services income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes.
There is substantial legal authority supporting this position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters as services income for other tax purposes. However, 25 Table of Contents there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes.
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 September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market.
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 September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market, the EU Emissions Trading System (“EU ETS”).
Refer to “Item 1A. Risk Factors—We face substantial competition in trying to expand relationships with existing customers and obtain new customers.” ​ Seasonality ​ Liquefied gases are primarily used for industrial and domestic heating, as chemical and refinery feedstock, as transportation fuel and in agriculture.
Risk Factors—We face substantial competition in trying to expand relationships with existing customers and obtain new customers.” ​ Seasonality ​ Liquefied gases are primarily used for industrial and domestic heating, as chemical and refinery feedstock, as transportation fuel and in agriculture.
Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facility Security Code (“the ISPS Code”). The 19 Table of Contents ISPS Code is designed to enhance the security of ports and ships against terrorism.
Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facility Security Code (“the ISPS Code”). The ISPS Code is designed to enhance the security of ports and ships against terrorism.
International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions.
International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas 18 Table of Contents emissions.
However, because such laws and regulations frequently change and may impose increasingly 8 Table of Contents stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels.
However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels.
As a member of these P&I clubs, we are – in addition to the annual premiums - subject to potential additional premiums based on each club’s over-all claims record, as well as – due to the mutual reinsurance arrangement between the clubs - the claims record of the other members of the P&I clubs comprising the International Group.
As a member of these P&I clubs, we are – in addition to the annual premiums (called “advanced calls”) - subject to potential additional premiums (called “supplemental calls”), based on each club’s over-all claims record, as well as – due to the mutual reinsurance arrangement between the clubs - the claims record of the other members of the P&I clubs comprising the International Group.
The upcoming amendments, which will come into force on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.
Additional amendments, which came into force on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.
In addition to the added costs, the concern over climate change and regulatory measures to reduce greenhouse gas emissions may reduce global demand for oil and oil products, which would have an adverse effect on our business, financial results and cash flows.
In addition to the added costs, the concern over climate change and 19 Table of Contents regulatory measures to reduce greenhouse gas emissions may reduce global demand for oil and oil products, which would have an adverse effect on our business, financial results and cash flows.
As a result, we may have to accept lower rates or experience off-hire time for our vessels, which may adversely impact our business, financial condition and operating results. ​ Human Capital ​ As of March 31, 2022, we employed 79 shore-based persons in or offices in the United States, Greece, and Denmark, and had approximately 462 seafaring staff serving on our technically-managed vessels.
As a result, we may have to accept lower rates or experience off-hire time for our vessels, which may adversely impact our business, financial condition and operating results. ​ Human Capital ​ As of March 31, 2023, we employed 82 shore-based persons in our offices in the United States, Greece, and Denmark, and had approximately 511 seafaring staff serving on our technically-managed vessels.
We are a member of three P&I clubs: The Standard Club Ireland DAC, The United Kingdom Mutual Steamship Assurance Association Limited and The London Steam‑Ship Owners' Mutual Insurance Association Limited. All three P&I clubs are members of the International Group of P&I Clubs.
We are a member of four P&I clubs: The Standard Club Ireland DAC, The United Kingdom Mutual Steamship Assurance Association Limited, Assuranceforeningen Gard and The London Steam‑Ship Owners' Mutual Insurance Association Limited. All four P&I clubs are members of the International Group of P&I Clubs.
During the conflict we began providing our Ukrainian seafarers, if they choose, with safe accommodation outside of Ukraine for both them and their families. ​ We attempt to honor the dignity of each person by fostering a culture of inclusion.
During 4 Table of Contents the conflict we began providing our Ukrainian and Russian seafarers, if they choose, with safe accommodation outside of Ukraine and Russia for both them and their families. ​ We attempt to honor the dignity of each person by fostering a culture of inclusion.
We employ Ukrainian seafarers and, as stated above in our discussion about COVID-19, the health and safety of our staff and seafarers is of paramount importance to 4 Table of Contents us.
We employ Ukrainian and Russian seafarers and, as stated above in our discussion about COVID-19, the health and safety of our staff and seafarers is of paramount importance to us.
Risk Factors—We expect to be dependent on a limited number of customers for a material part of our revenues, and failure of such customers to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.” For the years ended March 31, 2022, 2021 and 2020 approximately 89.8%, 92.6% and 89.4% of our revenues, respectively, were generated through the Helios Pool as net pool revenues—related party.
Risk Factors—We expect to be dependent on a limited number of customers for a material part of our revenues, and failure of such customers to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.” For the years ended March 31, 2023, 2022 and 2021 approximately 94%, 90% and 93% of our revenues, respectively, were generated through the Helios Pool as net pool revenues—related party.
See Notes 10 and 24 to our consolidated financial statements. ​ (4) “Pool” indicates that the vessel operates in the Helios Pool on a voyage charter with a third party and we receive a portion of the pool profits calculated according to a formula based on the vessel’s pro rata performance in the pool. ​ (5) “Pool-TCO” indicates that the vessel is operated in the Helios Pool on a time charter out to a third party and we receive a portion of the pool profits calculated according to a formula based on the vessel’s pro rata performance in the pool. ​ (6) Currently on a time charter with an oil major that began in November 2019 . ​ (7) Currently on time charter with a major oil company that began in March 2019. ​ (8) Currently time chartered-in to our fleet with an expiration during the first calendar quarter of 2023. ​ (9) Currently time chartered-in to our fleet with an expiration during the fourth calendar quarter of 2022. 2 Table of Contents The LPG Shipping Industry ​ International seaborne LPG transportation services are generally provided by two types of operators: LPG distributors and traders and independent shipowners.
See Note 9 to our consolidated financial statements. ​ (4) “Pool” indicates that the vessel operates in the Helios Pool on a voyage charter with a third party and we receive a portion of the pool profits calculated according to a formula based on the vessel’s pro rata performance in the pool. ​ (5) “Pool-TCO” indicates that the vessel is operated in the Helios Pool on a time charter out to a third party and we receive a portion of the pool profits calculated according to a formula based on the vessel’s pro rata performance in the pool. ​ (6) Currently on a time charter with an oil major that began in November 2019 . ​ (7) Currently on time charter with a major oil company that began in March 2019. ​ (8) Currently time chartered-in to our fleet with an expiration during the first calendar quarter of 2025. ​ (9) Currently time chartered-in to our fleet with an expiration during the third calendar quarter of 2023. ​ (10) Currently time chartered-in to our fleet with an expiration during the first calendar quarter of 2030 and has Panamax beam and purchase options beginning in year seven. ​ (11) Currently time chartered-in to our fleet with an expiration during the first calendar quarter of 2030 and has Panamax beam and purchase options beginning in year seven. ​ 2 Table of Contents The LPG Shipping Industry ​ International seaborne LPG transportation services are generally provided by two types of operators: LPG distributors and traders and independent shipowners.
The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session on June 2021 and are expected to enter into force in November 2022, with the requirements for EEXI and CII certification coming into effect from January 1, 2023.
The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session on June 2021 and have entered into force in November 2022, with the requirements for EEXI and CII certification coming into effect from January 1, 2023.
We have formal and informal training programs available and offer reimbursement for qualified advanced education programs, workshops, conferences, forums and certifications, and other classes. ​ In February 2022, a conflict arose between Russia and Ukraine.
We have formal and informal training programs available and offer reimbursement for qualified advanced education programs, workshops, conferences, forums and certifications, and other classes. ​ In February 2022, Russia invaded Ukraine.
Under the 2010 HNS Convention, if damage is caused by bulk HNS, claims for compensation will first be sought from the shipowner up to a maximum of 100 million Special Drawing Rights (“SDR”). If the damage is caused by packaged HNS or by both bulk and packaged HNS, the maximum liability is 115 million SDR.
Under the 2010 HNS Convention, if damage is caused by bulk HNS, 14 Table of Contents claims for compensation will first be sought from the shipowner up to a maximum of 100 million SDR. If the damage is caused by packaged HNS or by both bulk and packaged HNS, the maximum liability is 115 million SDR.
We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code.
We rely upon the safety management system that we and our technical management team have developed 11 Table of Contents for compliance with the ISM Code.
EPA also anticipates issuing a supplemental proposed rule in 2022 to include additional methane reduction measures following public input and anticipates issuing a final rule by the end of 2022. If these new regulations are finalized, they could affect our operations.
EPA also issued a supplemental proposed rule in November 2022 to include additional methane reduction measures following public input and anticipates issuing a final rule in 2023. If these new regulations are finalized, they could affect our operations.
The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.
The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code.
In February 2021, the U.S. Coast Guard published guidance on addressing cyber risks in a vessel’s safety management system. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures.
In February 2021, the U.S. Coast Guard published guidance on addressing cyber risks in a vessel’s safety management system. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of future regulations is hard to predict at this time.
According to industry sources, in the VLGC sector in which we operate as of May 19, 2022, there were 327 vessels with an aggregate carrying capacity of 26.9 million cbm in the world fleet and 67 vessels with 6.0 million cbm of capacity on order for delivery by the end of 2024. ​ 3 Table of Contents Our largest competitors for VLGC shipping services include BW LPG Ltd., or BWLPG; Avance Gas Holding Ltd., or Avance; Petredec Pte.
According to industry sources, in the VLGC sector in which we operate as of May 22, 2023, there were 372 vessels with an aggregate carrying capacity of 18.0 million cbm in the world fleet and 74 vessels with 6.6 million cbm of capacity on order for delivery by the end of 2027. ​ 3 Table of Contents Our largest competitors for VLGC shipping services include BW LPG Ltd., or BWLPG; Avance Gas Holding Ltd., or Avance; Petredec Pte.
The discussion below is based, in part, on the description of our business as described in this report and assumes that we conduct our business as described herein. ​ United States Federal Income Taxation of Operating Income: In General ​ We anticipate that we will earn substantially all our income from the hiring of vessels for use on a time or spot charter basis, including through the Helios Pool, and from the performance of services directly related to those uses, all of which we refer to as “shipping income.” ​ Unless we qualify for an exemption from United States federal income taxation under the rules of Section 883 of the Code, or Section 883, as discussed below, a foreign corporation such as the Company will be subject to United States federal income taxation on its “shipping income” that is treated as derived from sources within the United States, to which we refer as “United States source shipping income.” For United States federal income tax purposes, "United States source shipping income" includes 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States. ​ Shipping income attributable to transportation exclusively between non-United States ports will be considered to be 100% derived from sources entirely outside the United States.
The discussion below is based, in part, on the description of our business as described in this report and assumes that we conduct our business as described herein. ​ United States Federal Income Taxation of Operating Income: In General ​ Unless we qualify for an exemption from United States federal income taxation under the rules of Section 883 of the Code, or Section 883, as discussed below, a foreign corporation such as the Company will be subject to United States federal income taxation on its “shipping income” that is treated as derived from sources within the United States, to which we refer as “United States source shipping income.” For United States federal income tax purposes, "United States source shipping income" includes 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States. ​ Shipping income attributable to transportation exclusively between non-United States ports will be considered to be 100% derived from sources entirely outside the United States.
Under our loss of hire policies, our insurers will pay us an agreed daily amount for the time that the vessel is out of service as a result of damage, for a maximum of 180 days. ​ We have obtained protection and indemnity insurance (“P&I”), which covers our third-party legal liabilities in connection with our shipping activities, and is provided by mutual protection and indemnity associations, or P&I clubs.
Under our loss of hire policies, our insurers will pay us an agreed daily amount for the time that the vessel is out of service as a result of damage, for a maximum of 180 days following a 7 days deductible period. ​ We have procured protection and indemnity insurance (“P&I”), which covers legal liabilities to third-parties in connection with operating our ships, and is provided by mutual protection and indemnity associations, or P&I clubs.
Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.
Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.
As of March 31, 2022, thirteen of our ECO-VLGCs, including one of our chartered-in ECO-VLGCs, are equipped with scrubbers. We have no contractual commitments related to additional scrubbers as of March 31, 2022.
As of March 31, 2023, thirteen of our ECO-VLGCs, including one of our chartered-in ECO-VLGCs, are equipped with scrubbers and we have contractual commitments related to scrubbers on an additional three VLGCs as of March 31, 2023.
The provisions of the IBC Code are mandatory under MARPOL and the SOLAS Convention. These amendments, which entered into force in June 2014 and took effect on January 1, 2021, pertain to revised international certificates of fitness for the carriage of dangerous chemicals in bulk and identifying new products that fall under the IBC Code.
These amendments, which entered into force in June 2014 and took effect on January 1, 2021, pertain to revised international certificates of fitness for the carriage of dangerous chemicals in bulk and identifying new products that fall under the IBC Code. In May 2014, additional amendments to the IBC Code were adopted that became effective in January 2016.
The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. 11 Table of Contents The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate.
The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.
Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG Code”).
The documents of compliance and safety management certificates are renewed as required. Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG Code”).
Such gain or loss will be treated as long-term capital gain or loss if the United States Holder’s holding period is greater than one year at the time of the sale, exchange or other 24 Table of Contents disposition.
Such gain or loss will be treated as long-term capital gain or loss if the United States Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes.
We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code. The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area.
The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area.
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective November 12, 2019, the USCG adjusted the limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,300 per gross ton or $19,943,400 (subject to periodic adjustment for inflation).
Effective November 12, 2019, the USCG adjusted the limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,300 per gross ton or $19,943,400 (subject to periodic adjustment for 15 Table of Contents inflation).
We currently maintain pollution liability coverage insurance in the amount of $1 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.
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.
Two of our vessels are currently on fixed time charters outside of the Helios Pool with an average remaining term of 0.6 year as of May 27, 2022, and three of our VLGCs are on Pool-TCO within the Helios Pool.
Two of our vessels are currently on fixed time charters outside of the Helios Pool with an average remaining term of 1.1 years as of May 25, 2023, and six of our VLGCs are on Pool-TCO within the Helios Pool.
We believe that our present insurance coverage is adequate, but not all risks can be insured, and there is the possibility that any specific claim may not be paid, or that we will not always be able to obtain adequate insurance coverage at reasonable rates.
However, the International Group of P&I Clubs has reinsured part of the risk of additional premium calls to limit additional exposure. ​ We believe that our present insurance coverage is adequate, but not all risks can be insured, and there is the possibility that any specific claim may not be paid, or that we will not always be able to obtain adequate insurance coverage at reasonable rates.
The Intervention Protocol grants coastal states the right to intervene to prevent, mitigate or eliminate the danger of ‘substances other than oil’, including LNG and LPG, after consulting with other states affected and independent IMO-approved experts.
The Intervention Protocol grants coastal states the right to intervene to prevent, mitigate or eliminate the danger of ‘substances other than oil’, including LNG and LPG, after consulting with other states affected and independent IMO-approved experts. The cost of such measures can usually be recovered by the governmental authority against the shipowner under national law.
The 2010 HNS Convention will enter into force 18 months after the date on which it is ratified by at least twelve States, four of which must each have a merchant have a merchant shipping fleet of no less than 2 million units of gross tonnage.
The 2010 HNS Convention will enter into force 18 months after the date on which it is ratified by at least twelve States, four of which must each have a merchant have a merchant shipping fleet of no less than 2 million units of gross tonnage, and having received during the preceding calendar year a total quantity of at least 40 million tons of cargo that would be contributing to the general account.
Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call.
Moreover, some states have enacted legislation providing for unlimited liability for discharge of 16 Table of Contents pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws.
The 2010 HNS Convention has not been ratified by a sufficient number of countries to enter into force, and we cannot estimate the costs that may be needed to comply with any such requirements that may be adopted with any certainty at this time. 14 Table of Contents In 2012, MEPC adopted a resolution amending the International Code for the Construction of Equipment of Ships Carrying Dangerous Chemicals in Bulk, or the IBC Code.
The 2010 HNS Convention has not been ratified by a sufficient number of countries to enter into force, and we cannot estimate the costs that may be needed to comply with any such requirements that may be adopted with any certainty at this time.
The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act. 15 Table of Contents CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies.
The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeDue to the general lack of industry diversification, adverse developments in the VLGC segment of the LPG shipping industry may adversely affect our business, financial condition and operating results. ● Seasonal and other fluctuations in respect of spot market charter rates have had in the past and may have in the future a negative effect on our revenues, results of operations and cash flows. ● We and/or our pool managers may not be able to successfully secure employment for our vessels or vessels in the Helios Pool, which could adversely affect our financial condition and results of operations. ● We face substantial competition in trying to expand relationships with existing customers and obtain new customers. ● We and the Helios Pool are subject to risks with respect to counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows. ● We expect to be dependent on a limited number of customers for a material part of our revenues, and failure of such customers to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows. ● Restrictions on VLGC transits and increased toll charges at the Panama Canal may have an adverse effect on our results of operations. ● Our indebtedness and financial obligations may adversely affect our operational flexibility and financial condition. ● Our existing and future debt and financing agreements contain and are expected to contain restrictive covenants that may limit our liquidity and corporate activities, which could have an adverse effect on our financial condition and results of operations. ● We are exposed to volatility in the London Interbank Offered Rate and we have and we intend to selectively enter into derivative contracts, which can result in higher than market interest rates and charges against our income. ● Investments in forward freight derivative instruments could result in losses. ● Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could adversely affect our results of operations. ● If we fail to manage our growth properly, we may incur significant expenses and losses. ● An inability to effectively time investments in and divestments of vessels could prevent the implementation of our business strategy and negatively impact our results of operations and financial condition. ● If our fleet grows in size, we may need to update our operations and financial systems and recruit additional staff and crew; if we cannot adequately update these systems or recruit suitable employees, our business and results of operations may be adversely affected. ● We may be unable to attract and retain key management personnel and other employees in the shipping industry without incurring substantial expense, which may negatively affect the effectiveness of our management and our results of operations. ● Our directors and officers may in the future hold direct or indirect interests in companies that compete with us. ● Our business and operations involve inherent operating risks, and our insurance and indemnities from our customers may not be adequate to cover potential losses from our operations. 29 Table of Contents ● We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future. ● Because we obtain some of our insurance through protection and indemnity associations, we may be required to make additional premium payments. ● We may incur increasing costs for the drydocking, maintenance or replacement of our vessels as they age, and, as our vessels age, the risks associated with older vessels could adversely affect our ability to obtain profitable charters. ● If we purchase secondhand vessels, we will be exposed to increased costs which could adversely affect our earnings. ● Certain shareholders have a substantial ownership stake in us, and their interests could conflict with the interests of our other shareholders. ● United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to United States holders. ● We may have to pay tax on United States source shipping income, which would reduce our earnings. ​ Risks Relating to our Industry ​ ● The cyclical nature of the demand for LPG transportation may lead to significant changes in charter rates, vessel utilization and vessel values, which may adversely affect our revenues, profitability and financial condition. ● A shift in consumer demand from LPG towards other energy sources or changes to trade patterns may have a material adverse effect on our business. ● The market values of our vessels may fluctuate significantly.
Biggest changeDue to the general lack of industry diversification, adverse developments in the VLGC segment of the LPG shipping industry may adversely affect our business, financial condition and operating results. • Seasonal and other fluctuations in respect of spot market charter rates have had in the past and may have in the future a negative effect on our revenues, results of operations and cash flows. • We and/or our pool managers may not be able to successfully secure employment for our vessels or vessels in the Helios Pool, which could adversely affect our financial condition and results of operations. • We face substantial competition in trying to expand relationships with existing and new customers. • We, and the Helios Pool, are subject to risks with respect to counterparties which could cause us to suffer losses or negatively impact our results of operations and cash flows. • We expect to be dependent on a limited number of customers for a material part of our revenues. • Restrictions on VLGC transits and increased toll charges at the Panama Canal may have an adverse effect on our results of operations. • Our indebtedness and financial obligations may adversely affect our operational flexibility. • Our existing and future debt and financing agreements contain and are expected to contain restrictive covenants that may limit our liquidity and corporate activities. • We may be adversely affected by developments and exposed to volatility in the SOFR market. • We have and may in the future selectively enter into derivative contracts, which can result in higher than market interest rates and charges against our income and could result in losses. • Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could adversely affect our results of operations. • If we fail to manage our growth properly or effectively time investments, we may incur significant expenses and 29 Table of Contents losses and prevent the implementation of our business strategy. • If our fleet grows in size, we may need to update our operations and financial systems and recruit additional staff and crew. • We may be unable to attract and retain key personnel without incurring substantial expense. • Our directors and officers may in the future hold direct or indirect interests in companies that compete with us. • Our business and operations involve inherent operating risks, and our insurance and indemnities from our customers may not be adequate to cover potential losses from our operations. • We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future and may be required to make additional premium payments. • We may incur increasing costs for the drydocking, maintenance or replacement of our vessels as they age, and, the risks associated with older vessels could adversely affect our ability to obtain profitable charters. • If we purchase secondhand vessels, we will be exposed to increased costs. • Certain shareholders have a substantial ownership stake in us, and their interests could conflict with the interests of our other shareholders. • United States tax authorities could treat us as a “passive foreign investment company.” • We may have to pay tax on United States source shipping income, which would reduce our earnings. ​ Risks Relating to Our Industry ​ ● The cyclical nature of seaborne LPG transportation may lead to significant changes in charter rates, vessel utilization and vessel values, which may adversely affect our revenues, profitability and financial condition. ● A shift in consumer demand from LPG towards other energy sources or changes to trade patterns may have a material adverse effect on our business. ● The market values of our vessels may fluctuate significantly. ● Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our ESG policies may impose additional costs on us or expose us to additional risks. ● General economic, political and regulatory conditions, as well as macroeconomic conditions, could materially adversely affect our business, financial position and results of operations, as well as our future prospects. ● The state of global financial markets and general economic conditions, as well as the perceived impact of emissions by our vessels on the climate may adversely impact our ability to obtain financing or refinancing. ● Our operating results are subject to seasonal fluctuations, which could affect our operating results. ● Future technological innovation could reduce our charter hire income and the value of our vessels. ● Changes in fuel, or bunker, prices may adversely affect profits. ● We are subject to regulations and liabilities, including environmental laws and restrictions, which could require significant expenditures and adversely affect our financial conditions and results of operations. ● If our vessels call on ports located in countries or territories that are subject to sanctions or embargoes, it could lead to monetary fines or penalties and/or adversely affect our reputation and the market for our common shares. ● Our vessels are subject to periodic inspections. ● Maritime claimants could arrest and governments could requisition our vessels. ● The operation of ocean-going vessels is inherently risky, and an incident resulting in significant loss or environmental consequences involving any of our vessels could harm our reputation and business. ● We may be subject to litigation that could have an adverse effect on our business and financial condition. ● Acts of piracy on ocean - going vessels could adversely affect our business. ● Our operations outside the United States expose us to global risks, such as political instability, terrorism, war, international hostilities and global public health concerns, which may interfere with the operation of our vessels. ● Russia’s invasion of Ukraine and resulting sanctions by the United States, European Union and other countries have contributed to inflation, market disruptions and increased volatility in commodity prices. ● Outbreaks of epidemic and pandemic diseases could adversely affect our business. ● If labor or other interruptions are not resolved in a timely manner, such interruptions could have a material adverse effect on our financial condition. ● Information technology failures and data security breaches, including as a result of cybersecurity attacks, could negatively impact our results of operations and financial condition and expose us to litigation. ​ 30 Table of Contents Risks Relating to Our Common Shares ​ ● The price of our common shares has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our common shares could incur substantial losses. ● Although we have initiated a stock repurchase program, we cannot assure you that we will continue to repurchase shares or that we will repurchase shares at favorable prices. ● We may be unable to pay dividends in the future. ● We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments. ● A future sale of shares by major shareholders may reduce the share price. ● The Republic of the Marshall Islands does not have a well - developed body of corporate law. ● It may be difficult to enforce a United States judgment against us, our officers and our directors. ● Our organizational documents contain anti-takeover provisions. ​ Risks Relating to Our Company ​ We, and the Helios Pool, operate exclusively in the VLGC segment of the LPG shipping industry.
If we are unable to meet our debt or financing obligations and we default on our obligations under our debt agreement or financing arrangements, our lenders could elect to declare our outstanding borrowings and certain other amounts owed, together with accrued interest and fees, to be immediately due and payable and foreclose on the vessels securing that debt, and our counterparties may seek to repossess the vessels subject to our debt agreement or financing arrangements. 34 Table of Contents ​ Our existing and future debt and financing agreements contain and are expected to contain restrictive covenants that may limit our liquidity and corporate activities, which could have an adverse effect on our financial condition and results of operations. ​ Our debt agreement and financing arrangements contain, and any future debt agreements or financing arrangements are expected to contain, customary covenants and event of default clauses, including cross-default provisions that may be triggered by a default under one of our other contracts or agreements and restrictive covenants and performance requirements, which may affect operational and financial flexibility.
If we are unable to meet our debt or financing obligations and we default on our obligations under our debt agreement or financing arrangements, our lenders could elect to declare our outstanding borrowings and certain other amounts owed, together with accrued interest and fees, to be immediately due and payable and foreclose on the vessels securing that debt, and our counterparties may seek to repossess the vessels subject to our debt agreement or financing arrangements. ​ Our existing and future debt and financing agreements contain and are expected to contain restrictive covenants that may limit our liquidity and corporate activities, which could have an adverse effect on our financial condition and results of operations. ​ Our debt agreement and financing arrangements contain, and any future debt agreements or financing arrangements are expected to contain, customary covenants and event of default clauses, including cross-default provisions that may be triggered by a default under one of our other contracts or agreements and restrictive covenants and performance 34 Table of Contents requirements, which may affect operational and financial flexibility.
However, any long-term material adverse effect on the LPG industry may adversely affect our financial condition, results of operations and cash flows. ​ 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.
However, any long-term material adverse effect on the LPG industry may adversely affect our financial condition, results of operations and cash flows. ​ We operate globally, including in countries, states and regions where our businesses, and the activities of our consumer customers, could be negatively impacted by climate change.
As a result, we (including the Helios Pool) may be unable to expand our relationships with existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our business, financial condition and operating results. ​ We and the Helios Pool are subject to risks with respect to counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows. ​ We have entered into, and expect to enter into in the future, various contracts, including charter agreements, COAs, shipbuilding contracts, credit facilities and financing arrangements, including leasing arrangements, that subject us to counterparty risks.
As a result, we (including the Helios Pool) may be unable to expand our relationships with existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our business, financial condition and operating results. ​ We and the Helios Pool are subject to risks with respect to counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows. ​ We have entered into, and expect to enter into in the future, various contracts that are material to the operation of our business, including charter agreements, COAs, shipbuilding contracts, credit facilities and financing arrangements, including leasing arrangements, that subject us to counterparty risks.
In general, the terms of our credit facility do not permit us to pay dividends if there is, or the payment of the dividend would result in, an event of default or a breach of a loan covenant. ​ We will evaluate the potential level and timing of any future dividends as soon as profits and cash flows allow.
In general, the terms of our credit facility do not permit us to pay dividends if there is, or the payment of the dividend would result in, an event of default or a breach of a loan covenant. ​ We will evaluate the potential level and timing of any future dividends as profits and cash flows allow.
The market price for our common shares may be influenced by many factors, including the following: 56 Table of Contents ​ ● investor reaction to our business strategy; ​ ● our continued compliance with the listing standards of the 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 shares; ​ ● sales of our common shares by us or our stockholders; ​ ● general economic, industry and market conditions; and ​ ● other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, such as the ongoing COVID-19 pandemic, adverse weather and climate conditions could disrupt our operations or result in political or economic instability. ​ These broad market and industry factors may seriously harm the market price of our common shares, regardless of our operating performance, and may be inconsistent with any improvements in actual or expected operating performance, financial condition or other indicators of value.
The market price for our common shares may be influenced by many factors, including the following: ​ ● investor reaction to our business strategy; ​ ● our continued compliance with the listing standards of the 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; ​ 58 Table of Contents ● declines in the market prices of stocks generally; ​ ● trading volume of our common shares; ​ ● sales of our common shares by us or our stockholders; ​ ● general economic, industry and market conditions; and ​ ● other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, 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. ​ These broad market and industry factors may seriously harm the market price of our common shares, regardless of our operating performance, and may be inconsistent with any improvements in actual or expected operating performance, financial condition or other indicators of value.
As a result, our shareholders should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of United States courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable United States 59 Table of Contents federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based upon these laws. ​ Our organizational documents contain anti - takeover provisions. ​ Several provisions of our articles of incorporation and our bylaws could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of management.
As a result, our shareholders should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of United States courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable United States federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based upon these laws. ​ 61 Table of Contents Our organizational documents contain anti - takeover provisions. ​ Several provisions of our articles of incorporation and our bylaws could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of management.
Certain of our insurance coverage is maintained through mutual P&I clubs, and as a member of such associations we may be required to make additional payments, or calls, over and above budgeted premiums if member claims exceed association reserves.
Certain of our insurance coverage is maintained through mutual P&I clubs, and as a member of such associations we may be required to make additional payments, or calls, over and above budgeted premiums if total member claims exceed association reserves.
Economic growth may be limited in the near term, and possibly for an extended period, as a result of global economic conditions, or otherwise, which could have an adverse effect on our business and results of operations. ​ The factors affecting the supply of and demand for LPG carriers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable. ​ The factors that influence demand for our vessels include: ​ ● global or regional economic, political or geopolitical conditions, including armed conflicts, including the recent conflict between Russia and Ukraine, terrorist activities, embargoes, strikes, tariffs and “trade wars,” particularly in LPG consuming regions; ​ ● changes in global or general industrial activity specifically in the plastics and chemical industries; ​ ● changes in the cost of oil and natural gas from which LPG is derived; ​ ● changes in the consumption of LPG or natural gas due to availability of new, alternative energy sources or changes in the price of LPG or natural gas relative to other energy sources or other factors making consumption of LPG or natural gas less attractive; ​ ● supply of and demand for LPG; ​ ● the development and location of production facilities for LPG; ​ ● regional imbalances in production and demand of LPG; 42 Table of Contents ​ ● changes in the production levels of crude oil and natural gas (including in particular production by OPEC, the United States and other key producers) and inventories; ​ ● the distance LPG is to be moved by sea; ​ ● worldwide production of natural gas; ​ ● availability of competing LPG vessels; ​ ● availability of alternative transportation means, including pipelines for LPG, which are currently few in number, linking production areas and industrial and residential areas consuming LPG, or the conversion of existing non - petroleum gas pipelines to petroleum gas pipelines in those markets; ​ ● changes in the price of crude oil and changes to the West Texas Intermediate and Brent Crude Oil pricing benchmarks, and changes in trade patterns; ​ ● development and exploitation of alternative fuels and non - conventional hydrocarbon production; ​ ● governmental regulations, including environmental or restrictions on offshore transportation of natural gas; ​ ● local and international political, economic and weather conditions; ​ ● economic slowdowns caused by public health events such as the ongoing COVID-19 pandemic; ​ ● domestic and foreign tax policies; ​ ● accidents, severe weather, natural disasters and other similar incidents relating to the natural gas industry; and ​ ● sanctions (in particular sanctions on Iran, Russia and Venezuela, among others). ​ The factors that influence the supply of vessel capacity include: ​ ● the number of newbuilding deliveries; ​ ● the scrapping rate of older vessels; ​ ● LPG vessel prices , including financing costs and the price of steel, other raw materials and vessel equipment ; ​ ● the availability of shipyards to build LPG vessels when demand is high; ​ ● changes in environmental and other regulations that may limit the useful lives of vessels; ​ ● technological advances in LPG vessel design and capacity; and ​ ● the number of vessels that are out of service. ​ A significant decline in demand for the seaborne transport of LPG or a significant increase in the supply of LPG vessel capacity without a corresponding growth in LPG vessel demand could cause a significant decline in prevailing charter rates, which could materially adversely affect our financial condition and operating results and cash flow. ​ 43 Table of Contents Prolonged low natural gas and LPG 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; ​ ● a decrease in the expected returns relating to investments in LPG projects; ​ ● 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 LPG and reduced demand for LPG shipping; ​ ● lower demand for the types of vessels we own and operate, which may reduce charter rates and revenue available to us upon redeployment of our vessels following the 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. ​ Reduced demand for LPG or LPG fractionation, storage, or shipping, or any reduction or limitation in LPG production capacity, could have a material adverse effect on prevailing charter rates or the market value of our vessels, which could have a material adverse effect on our results of operations and financial condition. ​ A shift in consumer demand from LPG towards other energy sources or changes to trade patterns may have a material adverse effect on our business.
Economic growth may be limited in the near term, and possibly for an extended period, as a result of global economic conditions, or otherwise, which could have an adverse effect on our business and results of operations. ​ The factors affecting the supply of and demand for LPG carriers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable. ​ The factors that influence demand for our vessels include: ​ ● global or regional economic, political or geopolitical conditions, including armed conflicts, including the recent conflict between Russia and Ukraine, terrorist activities, embargoes, strikes, tariffs and “trade wars,” particularly in LPG consuming regions; ​ ● changes in global or general industrial activity specifically in the plastics and chemical industries; ​ ● changes in the cost of oil and natural gas from which LPG is derived; 42 Table of Contents ​ ● changes in the consumption of LPG or natural gas due to availability of new, alternative energy sources or changes in the price of LPG or natural gas relative to other energy sources or other factors making consumption of LPG or natural gas less attractive; ​ ● supply of and demand for LPG; ​ ● the development and location of production facilities for LPG; ​ ● regional imbalances in production and demand of LPG; ​ ● changes in the production levels of crude oil and natural gas (including in particular production by OPEC, the United States and other key producers) and inventories; ​ ● the distance LPG is to be moved by sea; ​ ● worldwide production of natural gas; ​ ● availability of competing LPG vessels; ​ ● availability of alternative transportation means, including pipelines for LPG, which are currently few in number, linking production areas and industrial and residential areas consuming LPG, or the conversion of existing non - petroleum gas pipelines to petroleum gas pipelines in those markets; ​ ● changes in the price of crude oil and changes to the West Texas Intermediate and Brent Crude Oil pricing benchmarks, and changes in trade patterns; ​ ● development and exploitation of alternative fuels and non - conventional hydrocarbon production; ​ ● governmental regulations, including environmental or restrictions on offshore transportation of natural gas; ​ ● local and international political, economic and weather conditions; ​ ● economic slowdowns caused by public health events; ​ ● domestic and foreign tax policies; ​ ● accidents, severe weather, natural disasters and other similar incidents relating to the natural gas industry; and ​ ● sanctions (in particular sanctions on Iran, Russia and Venezuela, among others). ​ The factors that influence the supply of vessel capacity include: ​ ● the number of newbuilding deliveries; ​ ● the scrapping rate of older vessels; ​ ● LPG vessel prices , including financing costs and the price of steel, other raw materials and vessel equipment ; ​ ● the availability of shipyards to build LPG vessels when demand is high; ​ ● changes in environmental and other regulations that may limit the useful lives of vessels; 43 Table of Contents ​ ● technological advances in LPG vessel design and capacity; and ​ ● the number of vessels that are out of service. ​ A significant decline in demand for the seaborne transport of LPG or a significant increase in the supply of LPG vessel capacity without a corresponding growth in LPG vessel demand could cause a significant decline in prevailing charter rates, which could materially adversely affect our financial condition and operating results and cash flow. ​ Prolonged low natural gas and LPG 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; ​ ● a decrease in the expected returns relating to investments in LPG projects; ​ ● 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 LPG and reduced demand for LPG shipping; ​ ● decreased demand for the types of vessels we own and operate, which may reduce charter rates and revenue available to us upon redeployment of our vessels following the 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, including limitations imposed by government sanctions ; 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. ​ Reduced demand for LPG or LPG fractionation, storage, or shipping, or any reduction or limitation in LPG production capacity, could have a material adverse effect on prevailing charter rates or the market value of our vessels, which could have a material adverse effect on our results of operations and financial condition. ​ A shift in consumer demand from LPG towards other energy sources or changes to trade patterns may have a material adverse effect on our business.
For purposes of these tests, income derived from the performance of services generally does not constitute “passive income.” United States shareholders of a PFIC are subject to an adverse United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC. ​ Whether we will be treated as a PFIC for our taxable year ended March 31, 2022 and subsequent taxable years will depend upon the nature and extent of our operations.
For purposes of these tests, income derived from the performance of services generally does not constitute “passive income.” United States shareholders of a PFIC are subject to an adverse United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC. ​ Whether we will be treated as a PFIC for our taxable year ended March 31, 2023 and subsequent taxable years will depend upon the nature and extent of our operations.
Similarly, this concentration of share ownership may adversely affect the trading price of our shares because investors may perceive disadvantages in owning shares in a company with concentrated ownership. ​ 40 Table of Contents United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to United States holders. ​ A foreign corporation will be treated as a PFIC for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of “passive income.” For purposes of these tests, “passive income” generally includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business.
Similarly, this concentration of share ownership may adversely affect the trading price of our shares because investors may perceive disadvantages in owning shares in a company with concentrated ownership. ​ United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to United States holders. ​ A foreign corporation will be treated as a PFIC for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of “passive income.” For purposes of these tests, “passive income” generally includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business.
Additionally, Brexit, or similar events in other jurisdictions, could impact global markets, 46 Table of Contents including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business and operations. ​ The global economy faces a number of challenges, including the effects of volatile oil prices, trade tensions between the United States and China and between the United States and the European Union, continuing turmoil and hostilities in the Middle East, the Korean Peninsula, North Africa, Venezuela, and other geographic areas and countries, including the recent conflict between Russia and Ukraine, continuing threat of terrorist attacks around the world, continuing instability and conflicts and other recent occurrences in the Middle East and in other geographic areas and countries, continuing economic weakness in the European Union, or the E.U., and stabilizing growth in China, as well as public health concerns stemming from the COVID-19 outbreak.
Additionally, Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business and operations. ​ The global economy faces a number of challenges, including the effects of volatile oil prices, trade tensions between the United States and China and between the United States and the European Union, continuing turmoil and hostilities in the Middle East, the Korean Peninsula, North Africa, Venezuela, and other geographic areas and countries, including the recent conflict between Russia and Ukraine, continuing threat of terrorist attacks around the world, continuing instability and conflicts and other recent occurrences in the Middle East and in other geographic areas and countries, continuing economic weakness in the European Union, or the E.U., and stabilizing growth in China, as well as public health concerns stemming from the COVID-19 outbreak.
The nature and extent of the restricted transactions contained in E.O. 14066 was subsequently expanded by E.O. 14068, signed March 11, 2022 (prohibiting the importation of a wide range of products from Russia and imposing export sanctions on certain luxury goods) and E.O. 14071 (prohibiting all new investment in the Russian Federation by US persons and prohibiting the provision of certain services to any person located in the Russian Federation as determined by the Secretary of the Treasury), and the ongoing conflict could result in the imposition of further economic sanctions or new categories of export restrictions against persons in or connected to Russia. ​ Our ability to secure funding is dependent on well-functioning capital markets and on an appetite to provide funding to the shipping industry.
The nature and extent of the restricted transactions contained in E.O. 14066 was subsequently expanded by E.O. 14068, signed March 11, 2022 (prohibiting the importation of a wide range of products from Russia and imposing export sanctions on certain luxury goods) and E.O. 14071 (prohibiting all new investment in the Russian Federation by US persons and prohibiting the provision of certain services to any person located in the Russian Federation as determined by the Secretary of the Treasury), and the ongoing conflict could result in the imposition of further economic sanctions or new categories of export restrictions against persons in or connected to Russia. ​ 47 Table of Contents Our ability to secure funding is dependent on well-functioning capital markets and on an appetite to provide funding to the shipping industry.
The imposition of this taxation would have a negative effect on our business and would decrease our earnings available for distribution to our shareholders. ​ Risks Relating to our Industry ​ The cyclical nature of the demand for LPG transportation may lead to significant changes in charter rates, vessel utilization and vessel values, which may adversely affect our revenues, profitability and financial condition. ​ Historically, the LPG shipping market has been cyclical with attendant volatility in profitability, charter rates and vessel values.
The imposition of this taxation would have a negative effect on our business and would decrease our earnings available for distribution to our shareholders. ​ Risks Relating to Our Industry ​ The cyclical nature of seaborne LPG transportation may lead to significant changes in charter rates, vessel utilization and vessel values, which may adversely affect our revenues, profitability and financial condition. ​ Historically, the LPG shipping market has been cyclical with attendant volatility in profitability, charter rates and vessel values.
If not resolved in a timely and cost-effective manner, industrial action or other labor unrest or any other interruption arising from incidents of whistleblowing whether proven or not, could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, financial condition, results of operations, and cash flows. ​ 55 Table of Contents Information technology failures and data security breaches, including as a result of cybersecurity attacks, could negatively impact our results of operations and financial condition, subject us to increased operating costs, and expose us to litigation. ​ We rely on our computer systems and network infrastructure across our operations, including on our vessels.
If not resolved in a timely and cost-effective manner, industrial action or other labor unrest or any other interruption arising from incidents of whistleblowing whether proven or not, could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, financial condition, results of operations, and cash flows. ​ Information technology failures and data security breaches, including as a result of cybersecurity attacks, could negatively impact our results of operations and financial condition, subject us to increased operating costs, and expose us to litigation. ​ We rely on our computer systems and network infrastructure across our operations, including on our vessels.
If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise. ​ 48 Table of Contents In 2019, a number of leading lenders to the shipping industry and other industry participants announced a global framework by which financial institutions can assess the climate alignment of their ship finance portfolios, called the Poseidon Principles, and additional lenders have subsequently announced their intention to adhere to such principles.
If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise. ​ In 2019, a number of leading lenders to the shipping industry and other industry participants announced a global framework by which financial institutions can assess the climate alignment of their ship finance portfolios, called the Poseidon Principles, and additional lenders have subsequently announced their intention to adhere to such principles.
Furthermore, if the value of our vessels deteriorates and our estimated future cash flows decrease, we may have to record an impairment adjustment in our financial statements or we may be unable to enter into future financing arrangements acceptable to us or at all, which would adversely affect our financial results and further hinder our ability to raise capital. ​ If we are unable to comply with any of the restrictions and covenants in our 2015 AR Facility and BALCAP Facility, financing arrangements, or in future debt financing agreements, and we are unable to obtain a waiver or amendment from our lenders or counterparties for such noncompliance, a default could occur under the terms of those agreements.
Furthermore, if the value of our vessels deteriorates and our estimated future cash flows decrease, we may have to record an impairment adjustment in our financial statements or we may be unable to enter into future financing arrangements acceptable to us or at all, which would adversely affect our financial results and further hinder our ability to raise capital. ​ If we are unable to comply with any of the restrictions and covenants in our 2022 Debt Facility and BALCAP Facility, financing arrangements, or in future debt financing agreements, and we are unable to obtain a waiver or amendment from our lenders or counterparties for such noncompliance, a default could occur under the terms of those agreements.
However, the timing and amount of any dividend payments will always be subject to the discretion of our board of directors and will depend on, among other things, earnings, capital expenditure commitments, market prospects, current capital expenditure programs, investment opportunities, the provisions of Marshall Islands law affecting the payment of distributions to shareholders, and the terms and restrictions of our existing and future credit facilities.
However, the timing and amount of any dividend payments will always be subject to the discretion of our board of directors and will depend on, among other things, earnings, capital expenditure commitments, market prospects, investment opportunities, the provisions of Marshall Islands law affecting the payment of distributions to shareholders, and the terms and restrictions of our existing and future credit facilities.
Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. ​ 39 Table of Contents We may incur increasing costs for the drydocking, maintenance or replacement of our vessels as they age, and, as our vessels age, the risks associated with older vessels could adversely affect our ability to obtain profitable charters. ​ The drydocking of our vessels requires significant capital expenditures and loss of revenue while our vessels are off-hire.
Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. ​ We may incur increasing costs for the drydocking, maintenance or replacement of our vessels as they age, and, as our vessels age, the risks associated with older vessels could adversely affect our ability to obtain profitable charters. ​ The drydocking of our vessels requires significant capital expenditures and loss of revenue while our vessels are off-hire.
If spot charter rates decline in the future, then we may not be able to profitably operate our vessels trading in the spot market or participating in the Helios Pool; meet our obligations, including payments on indebtedness; or pay dividends. ​ Further, although our two fixed time charters outside of the Helios Pool generally provide reliable revenues, they also limit the portion of our fleet available for spot market voyages during an upswing in the market, when spot market voyages might be more profitable.
If spot charter rates decline in the future, then we may not be able to profitably operate our vessels trading 31 Table of Contents in the spot market or participating in the Helios Pool; meet our obligations, including payments on indebtedness; or pay dividends. ​ Further, although our two fixed time charters outside of the Helios Pool generally provide reliable revenues, they also limit the portion of our fleet available for spot market voyages during an upswing in the market, when spot market voyages might be more profitable.
Successfully consummating and integrating acquisitions will depend on: ​ ● locating and acquiring suitable vessels at a suitable price; ​ ● identifying and completing acquisitions or joint ventures; ​ ● integrating any acquired vessels or businesses successfully with our existing operations; ​ ● hiring, training and retaining qualified personnel and crew to manage and operate our growing business and fleet; ​ ● expanding our customer base; and ​ ● obtaining required financing. ​ Certain acquisition and investment opportunities may not result in the consummation of a transaction and the incurrence of certain advisory costs.
Successfully consummating and integrating acquisitions will depend on: ​ ● locating and acquiring suitable vessels at a suitable price; ​ ● identifying and completing acquisitions or joint ventures; ​ ● integrating any acquired vessels or businesses successfully with our existing operations; 37 Table of Contents ​ ● hiring, training and retaining qualified personnel and crew to manage and operate our growing business and fleet; ​ ● expanding our customer base; and ​ ● obtaining required financing. ​ Certain acquisition and investment opportunities may not result in the consummation of a transaction and the incurrence of certain advisory costs.
Due to the 41 Table of Contents factual nature of the issues involved, there can be no assurances on that we or any of our subsidiaries will qualify for exemption under Section 883 of the Code. ​ If we or our subsidiaries were not entitled to exemption under Section 883 of the Code for any taxable year based on our failure to satisfy the publicly-traded test, we or our subsidiaries would be subject for such year to an effective 2% United States federal income tax on the gross shipping income we or our subsidiaries derive during the year that is attributable to the transport of cargoes to or from the United States.
Due to the factual nature of the issues involved, there can be no assurances that we or any of our subsidiaries will qualify for exemption under Section 883 of the Code. ​ If we or our subsidiaries were not entitled to exemption under Section 883 of the Code for any taxable year based on our failure to satisfy the publicly-traded test, we or our subsidiaries would be subject for such year to an effective 2% United States federal income tax on the gross shipping income we or our subsidiaries derive during the year that is attributable to the transport of cargoes to or from the United States.
In addition, if we cannot retain sufficient numbers of quality on-board seafaring personnel, our fleet utilization will decrease, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. ​ 38 Table of Contents Our directors and officers may in the future hold direct or indirect interests in companies that compete with us. ​ Our directors and officers have a history of involvement in the shipping industry and some of them currently, and some of them may in the future, directly or indirectly, hold investments in companies that compete with us.
In addition, if we cannot retain sufficient numbers of quality on-board seafaring personnel, our fleet utilization will decrease, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. ​ Our directors and officers may in the future hold direct or indirect interests in companies that compete with us. ​ Our directors and officers have a history of involvement in the shipping industry and some of them currently, and some of them may in the future, directly or indirectly, hold investments in companies that compete with us.
Taxation—United States Federal Income Tax Considerations—United States Federal Income Taxation of United States Holders” for a more comprehensive discussion of the United States federal income tax consequences to United States shareholders if we are treated as a PFIC. ​ We may have to pay tax on United States source shipping income, which would reduce our earnings. ​ Under the Code, 50% of the gross shipping income of a corporation that owns or charters vessels, as we and our subsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4%, or an effective 2%, United States federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulations promulgated thereunder. ​ We believe that we qualify, and we expect to qualify, for exemption under Section 883 for our taxable year ended March 31, 2022 and our subsequent taxable years and we intend to take this position for United States federal income tax return reporting purposes.
Taxation—United States Federal Income Tax Considerations—United States Federal Income Taxation of United States Holders” for a more comprehensive discussion of the United States federal income tax consequences to United States shareholders if we are treated as a PFIC. ​ We may have to pay tax on United States source shipping income, which would reduce our earnings. ​ Under the Code, 50% of the gross shipping income of a corporation that owns or charters vessels, as we and our subsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4%, or an effective 2%, United States federal income tax without allowance for deduction, 41 Table of Contents unless that corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulations promulgated thereunder. ​ We believe that we qualify, and we expect to qualify, for exemption under Section 883 for our taxable year ended March 31, 2023 and our subsequent taxable years and we intend to take this position for United States federal income tax return reporting purposes.
As of the date of this Annual Report, we have 57 Table of Contents repurchased 0.1 million aggregate amount of our common shares under the 2022 Common Share Repurchase Authority at an average price of $15.00 per share. ​ Our ability to repurchase shares will depend upon, among other factors, our cash balances and potential future capital requirements for strategic investments, our results of operations, our financial condition, and other factors beyond our control that we may deem relevant.
As of the date of this Annual Report, we have repurchased 0.1 million aggregate amount of our common shares under the 2022 Common Share Repurchase Authority at an average price of $15.00 per share. ​ Our ability to repurchase shares will depend upon, among other factors, our cash balances and potential future capital requirements for strategic investments, our results of operations, our financial condition, and other factors beyond our control that we may deem relevant.
As of March 31, 2022, we had no FFAs in our portfolio. ​ Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could adversely affect our results of operations. ​ We generate all of our revenues in U.S. dollars and the majority of our expenses are also in U.S. dollars.
As of March 31, 2023, we had no FFAs in our portfolio. ​ Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could adversely affect our results of operations. ​ We generate all of our revenues in U.S. dollars and the majority of our expenses are also in U.S. dollars.
If we are unable to operate our financial and operations systems effectively or we are unable to recruit suitable employees as we expand our fleet, our results of operation and our ability to expand our fleet may be adversely affected. ​ We may be unable to attract and retain key management personnel and other employees in the shipping industry without incurring substantial expense, which may negatively affect the effectiveness of our management and our results of operations. ​ The successful development and performance of our business depends on our ability to attract and retain skilled professionals with appropriate experience and expertise.
If we are unable to operate our financial and operations systems effectively or we are unable to recruit suitable employees as we expand our fleet, our results of operation and our ability to expand our fleet may be adversely affected. ​ ​ 38 Table of Contents We may be unable to attract and retain key management personnel and other employees in the shipping industry without incurring substantial expense, which may negatively affect the effectiveness of our management and our results of operations. ​ The successful development and performance of our business depends on our ability to attract and retain skilled professionals with appropriate experience and expertise.
More specifically, LPG is used as a feedstock in cyclical businesses, such as the manufacturing of plastics and in the petrochemical industry, that were adversely affected by the economic downturn and, accordingly, continued weakness and any further reduction in demand in those industries could adversely affect the LPG shipping industry.
More specifically, LPG is used as a feedstock in cyclical businesses, such as the manufacturing of plastics and in the petrochemical industry, which were adversely affected by the economic downturn and, accordingly, continued weakness and any further reduction in demand in those industries could adversely affect the LPG shipping industry.
Sales or the possibility of sales of substantial amounts of our common shares by any of our Principal Shareholders or other major shareholders could adversely affect the market price of our common shares. ​ We are incorporated in the Republic of the Marshall Islands, which does not have a well - developed body of corporate law. ​ We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate or case law.
Sales or the possibility of sales of substantial amounts of our common shares by any of our major shareholders could adversely affect the market price of our common shares. ​ We are incorporated in the Republic of the Marshall Islands, which does not have a well - developed body of corporate law. ​ We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate or case law.
There can be no guarantee that our stock price will remain at current prices. ​ Additionally, recently, securities of certain companies have experienced significant and extreme volatility in stock price due short sellers of shares of common shares, known as a “short squeeze”.
There can be no guarantee that our stock price will remain at current prices. ​ Additionally, securities of certain companies have experienced significant and extreme volatility in stock price due to short sellers of shares of common shares, known as a “short squeeze”.
Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. ​ 45 Table of Contents Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks .
Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. ​ Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks .
As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability. ​ While we carry insurance to protect us against certain risks of loss of or damage to the procured commodities, we may not be adequately insured to cover any losses from such operational risks, which could have a material adverse effect on us.
As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability. ​ 45 Table of Contents While we carry insurance to protect us against certain risks of loss of or damage to the procured commodities, we may not be adequately insured to cover any losses from such operational risks, which could have a material adverse effect on us.
We can give no assurance that future dividends will be paid at any level or at all. ​ We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments. ​ We are a holding company and our subsidiaries conduct all of our operations and own all of our operating assets.
We can give no assurance that future dividends will be paid at any level or at all. ​ 60 Table of Contents We are a holding company and depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments. ​ We are a holding company and our subsidiaries conduct all of our operations and own all of our operating assets.
The new locks allow the Canal to accommodate significantly larger vessels, including VLGCs, which we operate. Since the completion of the Canal, transit from the United States Gulf to Asia, an important trade route for our customers, has been shortened by approximately 15 days compared to transiting via the Cape of Good Hope.
The new locks allow the Canal to accommodate significantly larger vessels, including VLGCs, which we operate. Since the completion of the Canal, transit from the United States Gulf to Asia, an important trade route for our customers, has been shortened by 33 Table of Contents approximately 15 days compared to transiting via the Cape of Good Hope.
Those parties may also attempt to fraudulently induce employees, customers or other users of our systems to disclose sensitive information in order to gain access to our data or use electronic means to induce the company to enter into fraudulent transactions. A successful cyber-attack could materially disrupt our operations, including the safety of our vessel operations.
Those parties may also attempt to fraudulently induce employees, customers or other users of our systems to disclose sensitive information in order to gain access to our data or use electronic means to induce the company to enter into fraudulent transactions. A successful cyber-attack could materially disrupt our operations, including the safety of our 57 Table of Contents vessel operations.
On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA. Within two years after the EPA publishes its final Vessel Incidental Discharge National Standards of Performance, the U.S. Coast Guard must develop corresponding 50 Table of Contents implementation, compliance and enforcement regulations regarding ballast water.
On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA. Within two years after the EPA publishes its final Vessel Incidental Discharge National Standards of Performance, the U.S. Coast Guard must develop corresponding implementation, compliance and enforcement regulations regarding ballast water.
Contracts in the time charter market are awarded based upon a variety of factors, including: ​ ● the size, age, fuel efficiency, emissions levels, and condition of a vessel; ​ ● the operator’s industry relationships, experience and reputation for customer service, quality operations and safety; ​ ● the quality, experience and technical capability of the crew; ​ ● the experience of the crew with the operator and type of vessel; 32 Table of Contents ​ ● the operator’s relationships with shipyards and the ability to get suitable berths; ​ ● the operator’s construction management experience, including the ability to obtain on-time delivery of new vessels according to customer specifications; and ​ ● the operator's willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events. ​ Contracts in the spot market are awarded based upon a variety of factors as well, and include: ​ ● the location of the vessel; and ​ ● competitiveness of the bid in terms of overall price. ​ Our vessels, and the vessels operating in the Helios Pool, operate in a highly competitive market and we expect substantial competition for providing transportation services from a number of companies (both LPG vessel owners and operators).
Contracts in the time charter market are awarded based upon a variety of factors, including: ​ ● the size, age, fuel efficiency, emissions levels, and condition of a vessel; ​ ● the charter rates offered; ​ ● the operator’s industry relationships, experience and reputation for customer service, quality operations and safety; ​ ● the quality, experience and technical capability of the crew; ​ ● the experience of the crew with the operator and type of vessel; ​ ● the operator’s relationships with shipyards and the ability to get suitable berths; ​ ● the operator’s construction management experience, including the ability to obtain on-time delivery of new vessels according to customer specifications; and ​ ● the operator's willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events. ​ Contracts in the spot market are awarded based upon a variety of factors as well, and include: ​ ● the location of the vessel; and ​ ● competitiveness of the charter rate offered. ​ Our vessels, and the vessels operating in the Helios Pool, operate in a highly competitive market and we expect substantial competition for providing transportation services from a number of companies (both LPG vessel owners and 32 Table of Contents operators).
Any of the risk factors described below 28 Table of Contents could significantly and negatively affect our business, financial condition and results of operations and our ability to pay dividends, and lower the trading price of our common shares. ​ Summary of Risk Factors ​ The following is a summary of the risk factors you should be aware of before making a decision to invest in our common stock.
Any of the risk factors described below could significantly and negatively affect our business, financial condition and results of operations and our ability to pay dividends, and lower the trading price of our common shares. ​ Summary of Risk Factors ​ The following is a summary of the risk factors you should be aware of before making a decision to invest in our common stock.
No other individual charterer accounted for more than 10%. Within the Helios Pool, no charterers represented more than 10% of net pool revenues—related party, for the year ended March 31, 2022. We expect that a material portion of our revenues will continue to be derived from a limited number of customers.
No other individual charterer accounted for more than 10%. Within the Helios Pool, two charterers represented more than 10% of net pool revenues—related party for the year ended March 31, 2023. We expect that a material portion of our revenues will continue to be derived from a limited number of customers.
If our vessels suffer damage, they may need to be repaired at a dry docking facility and in certain instances such damage may result in lost revenues under and in certain cases the termination of the employment contract under which such vessel is operating. The costs of drydock repairs are unpredictable and may be substantial.
If our vessels suffer damage, they may need to be repaired at a drydocking facility and in certain instances such damage may result in lost revenues under and in certain cases the termination of the employment contract under which such vessel is operating. The costs of drydock repairs are unpredictable and may be substantial.
In addition, we may not be able to obtain acceptable terms for the required financing for any such acquisition or investment that arises. ​ Growing a business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating 37 Table of Contents newly acquired vessels into existing infrastructures.
In addition, we may not be able to obtain acceptable terms for the required financing for any such acquisition or investment that arises. ​ Growing a business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired vessels into existing infrastructures.
As of the date of this Annual Report, twenty vessels from our fleet, including our two time chartered-in vessels, operate in the Helios Pool, which employs vessels on short-term time charters, COAs, or in the spot market, the latter of which exposes us to fluctuations in spot market charter rates.
As of the date of this Annual Report, twenty-three vessels from our fleet, including our four time chartered-in vessels, operate in the Helios Pool, which employs vessels on short-term time charters, COAs, or in the spot market, the latter of which exposes us to fluctuations in spot market charter rates.
Additionally, 53 Table of Contents our insurance may not be applicable or sufficient to cover the related costs in all cases or our insurers may not remain solvent. ​ Acts of piracy on ocean - going vessels could adversely affect our business. ​ Acts of piracy have historically affected ocean-going vessels.
Additionally, our insurance may not be applicable or sufficient to cover the related costs in all cases or our insurers may not remain solvent. ​ Acts of piracy on ocean - going vessels could adversely affect our business. ​ Acts of piracy have historically affected ocean-going vessels.
Our lenders could then accelerate our indebtedness and foreclose on our fleet. ​ The market values of our vessels may decrease, which could cause us to breach covenants in our loan agreements or record an impairment loss, or negatively impact our ability to enter into future financing arrangements, and as a result could have a material adverse effect on our business, financial condition and results of operations. ​ The 2015 AR Facility and BALCAP Facility, which are secured by, among other things, liens on the vessels in our fleet contains various financial covenants, including requirements relating to our financial condition, financial performance and liquidity.
Our lenders could then accelerate our indebtedness and foreclose on our fleet. ​ The market values of our vessels may decrease, which could cause us to breach covenants in our loan agreements or record an impairment loss, or negatively impact our ability to enter into future financing arrangements, and as a result could have a material adverse effect on our business, financial condition and results of operations. ​ The 2022 Debt Facility and BALCAP Facility, which are secured by, among other things, liens on the vessels in our fleet contain various financial covenants, including requirements relating to our financial condition, financial performance and liquidity.
The market value of LPG carriers is sensitive to, among other things, changes in the LPG carrier charter markets, with vessel values deteriorating when LPG carrier charter 35 Table of Contents rates are anticipated to fall and improving when charter rates are anticipated to rise. LPG vessel values remain subject to significant fluctuations.
The market value of LPG carriers is sensitive to, among other things, changes in the LPG carrier charter markets, with vessel values deteriorating when LPG carrier charter rates are anticipated to fall and improving when charter rates are anticipated to rise. LPG vessel values remain subject to significant fluctuations.
Substantial violations of applicable requirements or a catastrophic release from one of our vessels could have a material adverse impact on our financial condition and results of operations. ​ Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
Substantial violations of applicable requirements or a catastrophic release from one of our vessels could have a material adverse impact on our financial condition and results of operations. ​ 51 Table of Contents Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
Additional or new conventions, laws and regulations may be adopted that could require, among others, the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. ​ Currently, twelve of our technically-managed vessels are equipped with scrubbers and, as of January 1, 2020, we have transitioned to burning IMO compliant fuels.
Additional or new conventions, laws and regulations may be adopted that could require, among others, the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. ​ Currently, twelve of our technically-managed vessels are equipped with scrubbers and, since January 1, 2020, we have transitioned to burning IMO compliant fuels for our non-scrubber equipped vessels.
While any future transaction with our Principal Shareholders or other significant shareholders could benefit us, their interests could at times conflict with the interests of our other shareholders. Conflicts of interest may also arise between us and our Principal Shareholders or their affiliates, which may result in the conclusion of transactions on terms not determined by market forces.
While any 40 Table of Contents future transaction with significant shareholders could benefit us, their interests could at times conflict with the interests of our other shareholders. Conflicts of interest may also arise between us and our significant shareholders or their affiliates, which may result in the conclusion of transactions on terms not determined by market forces.
In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition and results of operations. ​ Our operations outside the United States expose us to global risks, such as political conflict, terrorism and public health threats, which may interfere with the operation of our vessels and could have a material adverse impact on our operating results, revenues and costs. ​ We are an international company and primarily conduct our operations outside the United States.
In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition and results of operations. ​ Our operations outside the United States expose us to global risks, such as political instability, terrorism, war, international hostilities and public health concerns, which may interfere with the operation of our vessels and have a material adverse impact on our operating results, revenues and costs. ​ We are an international company and primarily conduct our operations outside the United States.
However, these recent and developing economic and governmental factors, may have negative effects on charter rates and vessel values, which could in turn have a material adverse effect on our results of operations and financial condition and may cause the price of our ordinary shares to decline. ​ 47 Table of Contents In Europe, large sovereign debts and fiscal deficits, low growth prospects and high unemployment rates in a number of countries have contributed to the rise of Eurosceptic parties, which would like their countries to leave the Euro.
However, these recent and developing economic and governmental factors, may have negative effects on charter rates and vessel values, which could in turn have a material adverse effect on our results of operations and financial condition and may cause the price of our ordinary shares to decline. ​ In Europe, large sovereign debts and fiscal deficits, low growth prospects and high unemployment rates in a number of countries have contributed to the rise of Eurosceptic parties, which would like their countries to leave the European Union.
However, for vessels not exceeding 15 years that have means to facilitate underwater inspection in lieu of drydocking, the drydocking can be skipped and be conducted concurrently with the special survey.
However, for vessels not exceeding 15 years that have means to facilitate underwater 53 Table of Contents inspection in lieu of drydocking, the drydocking can be skipped and be conducted concurrently with the special survey.
Our stock prices may experience rapid and substantial decreases or increases in the foreseeable future that are unrelated to our operating performance or prospects. In addition, the ongoing outbreak of the novel COVID-19 virus has caused broad stock market and industry fluctuations.
Our stock prices may experience rapid and substantial decreases or increases in the foreseeable future that are unrelated to our operating performance or prospects. In addition, the ongoing impact of COVID-19 has caused broad stock market and industry fluctuations.
The ability of each of our customers to perform their 33 Table of Contents obligations under a contract with us will depend on a number of factors that are beyond our control.
The ability of each of our customers to perform their obligations under a contract with us will depend on a number of factors that are beyond our control.
In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located to our vessels' positions.
In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a 54 Table of Contents drydocking facility that is not conveniently located to our vessels' positions.
Any violation of these laws or harm to our reputation could have a material adverse effect on our earnings, cash flows and financial condition. ​ Moreover, cyberattacks against the Ukrainian government and other countries in the region have been reported in connection with the recent conflicts between Russia and Ukraine.
Any violation of these laws or harm to our reputation could have a material adverse effect on our earnings, cash flows and financial condition. ​ Moreover, cyber-attacks against the Ukrainian government and other countries in the region have been reported in connection with the recent conflict between Russia and Ukraine.
Any reserves set aside for vessel replacement will not be available for the payment of dividends to shareholders. ​ If we purchase secondhand vessels, we will be exposed to increased costs which could adversely affect our earnings. ​ We may acquire secondhand vessels in the future, and while we typically inspect secondhand vessels prior to purchase, such inspection does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us.
Any reserves set aside for vessel replacement will not be available for the payment of dividends to shareholders. ​ If we purchase secondhand vessels, we may be exposed to increased costs which could adversely affect our earnings. ​ We may acquire secondhand vessels in the future, and while we inspect previously owned or secondhand vessels prior to purchase, that inspection does not provide us with the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us.
The demand for energy, including oil and gas may be negatively affected by global economic conditions. ​ The recent outbreak of conflict between Russia and Ukraine has disrupted supply chains and caused instability in the global economy, and the United States and the European Union, among other countries, announced sanctions against the Russian government and its supporters.
The demand for energy, including oil and gas may be negatively affected by global economic conditions. ​ Russia’s invasion of Ukraine has disrupted supply chains and caused instability in the global economy, and the United States and the European Union, among other countries, announced sanctions against the Russian government and its supporters.
The failure of a ship owner or bareboat charterer to comply with the ISM Code may subject the owner or charterer to increased liability, may decrease available insurance coverage for the affected vessels, or may result in a denial of access to, or detention in, certain ports.
The failure of a ship owner or bareboat charterer to comply with the ISM Code may subject the owner or charterer to increased liability, may decrease available insurance coverage for the affected vessels, or may result in a denial of access to, or detention in, certain ports. Non-compliance with the ISM Code may result in breach of our loan covenants.
As of May 27, 2022, approximately $161.4 million remains outstanding under the 2015 AR Facility and approximately $81.0 million remains outstanding under the BALCAP Facility. ​ The 2015 AR Facility conditions payments of dividends by us to our shareholders and by our subsidiaries to us on the absence of an event of default and such payments not creating an event of default. ​ As a result of the restrictions in our debt agreement and financing arrangements, or similar restrictions in our future debt agreements or financing arrangements, we may need to seek permission from our lenders or counterparties in order to engage in certain corporate actions.
As of May 25, 2023, approximately $225.0 million remains outstanding under the 2022 Debt Facility and approximately $73.5 million remains outstanding under the BALCAP Facility. ​ The 2022 Debt Facility conditions payments of dividends by us to our shareholders and by our subsidiaries to us on the absence of an event of default and such payments not creating an event of default. ​ As a result of the restrictions in our debt agreement and financing arrangements, or similar restrictions in our future debt agreements or financing arrangements, we may need to seek permission from our lenders or counterparties in order to engage in certain corporate actions.
We may not have sufficient 58 Table of Contents surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us.
We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us.
In many jurisdictions, a maritime lien holder 52 Table of Contents may enforce its lien by arresting or attaching a vessel through foreclosure proceedings.
In many jurisdictions, a maritime lien holder may enforce its lien by arresting or attaching a vessel through foreclosure proceedings.
Our vessels serve as security under our debt agreement. If our lenders were to foreclose with respect to their liens on our vessels in the event of a default, such foreclosure could impair our ability to continue our operations.
If our lenders were to foreclose with respect to their liens on our vessels in the event of a default, such foreclosure could impair our ability to continue our operations.
The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. ​ Furthermore, fuel may become significantly more expensive in the future, which may reduce our profitability.
We paid $40.2 million on September 8, 2021 and the remaining $0.2 million is deferred until certain shares of restricted stock vest. ​ On January 4, 2022, we announced that our Board of Directors declared a cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on January 14, 2022, totaling $40.1 million.
We paid $40.1 million on September 2, 2022 and the remaining $0.2 million is deferred until certain shares of restricted stock vest. ​ On October 27, 2022, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on November 7, 2022, totaling $40.4 million.
National Invasive Species Act (“NISA”) are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges, similar to those found in the VGP within two years.
Although the 2013 Vessel General Permit VGP program and NISA are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act VIDA, which was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges, similar to those found in the VGP within two years.
Our issuance of additional shares would have the following effects: our existing shareholders' proportionate ownership interest in us will decrease; the amount of cash available for dividends payable per share may decrease; the relative voting strength of each previously outstanding share may be diminished; and the market price of our shares may decline. ​ A future sale of shares by major shareholders may reduce the share price. ​ As of the date of this report and based on information contained in documents publicly filed by our Principal Shareholders, our Principal Shareholders own an aggregate of 7.7 million common shares, or approximately 19.1% of our outstanding common shares, and three other major shareholders own approximately 33.5% of our outstanding common shares.
Our issuance of additional shares would have the following effects: our existing shareholders' proportionate ownership interest in us will decrease; the amount of cash available for dividends payable per share may decrease; the relative voting strength of each previously outstanding share may be diminished; and the market price of our shares may decline. ​ A future sale of shares by major shareholders may reduce the share price. ​ As of the date of this report and based on information contained in documents publicly filed by John C.
In our case, noncompliance with the ISM Code may result in breach of our loan covenants. Currently, each of the vessels in our fleet is ISM Code certified. Because these certifications are critical to our business, we place a high priority on maintaining them.
Currently, each of the vessels in our fleet is ISM Code certified. Because these certifications are critical to our business, we place a high priority on maintaining them.
Ships constructed on or after September 8, 2017 are to comply with the D-2 standards on or after September 8, 2017. All of our VLGCs are in compliance with the updated guidelines. ​ Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (“VGP”) program and U.S.
Ships constructed on or after September 8, 2017 are to comply with the D-2 standards on or after September 8, 2017. All of our VLGCs are in compliance with the updated guidelines. ​ Furthermore, United States regulations are currently changing.
The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.
These proposed sets of rules are not effective as of the date of this annual report. ​ The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.
Our credit facility bears interest at variable rates and we anticipate that any future credit facilities will also bear interest at variable rates.
Our credit facility and several of our Japanese financing arrangements bear interest at variable rates and we anticipate that any future credit facilities will also bear interest at variable rates.
These calls will be in amounts based on our claim records, as well as the claim records of other members of the P&I clubs through which we receive insurance coverage for tort liability, including pollution-related liability. In addition, our P&I clubs may not have enough resources to cover claims made against them.
These calls will be in amounts based on our claim records, as well as the claim records of other members of the P&I clubs through which we receive insurance coverage for tort liability, including pollution-related liability.
See Note 12 to our consolidated financial statements included herein for a discussion of our common share repurchase authorities. ​ We paid two irregular dividends in our fiscal year ended March 31, 2022 and have declared one irregular dividend to be paid in our fiscal year ending March 31, 2023, but we may be unable to pay dividends in the future. ​ On July 30, 2021, we announced that our Board of Directors declared a cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on August 9, 2021, totaling $40.4 million.
See Note 11 to our consolidated financial statements included herein for a discussion of our common share repurchase authorities. 59 Table of Contents We paid four irregular dividends in our fiscal year ended March 31, 2023 and have declared one irregular dividend to be paid in our fiscal year ending March 31, 2024, but we may be unable to pay dividends in the future. ​ On May 4, 2022, we announced that our Board of Directors declared an irregular cash dividend of $2.50 per share of our common stock to all shareholders of record as of the close of business on May 16, 2022, totaling $100.3 million.
In connection with the 2015 AR Facility, the margin applicable to certain new facilities (the “New Facilities”) may be adjusted by up to ten (10) basis points (upwards or downwards) per annum for changes in the average efficiency ratio (“AER”) (which weighs carbon emissions for a voyage against the design deadweight of a vessel and the distance travelled on such voyage) for the vessels in our fleet that are owned or technically managed pursuant to a bareboat charter.
In connection with the 2022 Debt Facility, the margin applicable to certain new facilities (the “New Facilities”) may be adjusted by up to ten (10) basis points (upwards or downwards) per annum for changes in the average efficiency ratio (“AER”) (which weighs carbon emissions for a voyage against the design deadweight of a vessel and the distance travelled on such voyage) for the vessels in our fleet that are owned or technically managed pursuant to a bareboat charter. ​ Additionally, certain investors and lenders may exclude fossil fuel transport companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors.
Hadjipateras and Kensico Capital Management (our “Principal Shareholders”) currently have the ability to influence certain actions requiring shareholders' approval, including increasing or decreasing the authorized share capital, the election of directors, declaration of dividends, the appointment of management, and other policy decisions.
Hadjipateras, as our Chief Executive Officer, President and Chairman of the Board of Directors, has the ability to influence certain actions requiring shareholders' approval, including increasing or decreasing the authorized share capital, the election of directors, declaration of dividends, the appointment of management, and other policy decisions.
Further economic downturn in any of these countries could have a material effect on our future performance, results of operations, cash flows and financial position. ​ The state of global financial markets and general economic conditions, as well as the perceived impact of emissions by our vessels on the climate may adversely impact our ability to obtain financing or refinance our credit facility on acceptable terms, which may hinder or prevent us from operating or expanding our business. ​ Global financial markets and economic conditions have been, and continue to be, volatile, which might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing shareholders or preclude us from issuing equity at all.
Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all. ​ The state of global financial markets and general economic conditions, as well as the perceived impact of emissions by our vessels on the climate may adversely impact our ability to obtain financing or refinance our credit facility on acceptable terms, which may hinder or prevent us from operating or expanding our business. ​ Global financial markets and economic conditions have been, and continue to be, volatile, which might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing shareholders or preclude us from issuing equity at all.
To comply with these and other regulations we may be required to incur additional costs to modify our vessels, meet new operating maintenance and inspection requirements, develop contingency plans for potential spills, and obtain insurance coverage. We are also required by various governmental and quasi-governmental agencies to obtain permits, licenses, certificates and financial assurances with respect to our operations.
To comply with these and other regulations we may be required to incur additional costs to modify our vessels, meet new operating maintenance and inspection requirements, develop contingency plans for potential spills, and obtain insurance coverage.
If such activities result in a sanctions violation, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares could be adversely affected. ​ Sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or 51 Table of Contents strengthened over time.
If such activities result in a sanctions violation, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares could be adversely affected. ​ The laws and regulations imposed by the United States and other governmental jurisdictions vary in their application, and do not all apply to the same covered persons or proscribe the same activities.
If we are unable to identify the optimal timing of such investments or divestments in relation to the shipping value cycle due to capital restraints, or otherwise, this could have a material adverse effect on our competitive position, future performance, results of operations, cash flows and financial position. ​ If our fleet grows in size, we may need to update our operations and financial systems and recruit additional staff and crew; if we cannot adequately update these systems or recruit suitable employees, our business and results of operations may be adversely affected.
If we are unable to identify the optimal timing of such investments or divestments in relation to the shipping value cycle due to capital restraints, or otherwise, this could have a material adverse effect on our competitive position, future performance, results of operations, cash flows and financial position.
If the ships in our fleet are deemed not to satisfy the emissions and other sustainability standards contemplated by the Poseidon Principles, the availability and cost of bank financing for such vessels may be adversely affected. ​ Our operating results are subject to seasonal fluctuations, which could affect our operating results and the amount of available cash with which we can pay dividends or repurchase our common stock . ​ We operate our LPG carriers in markets that have historically exhibited seasonal variations in demand and, as a result, in charter hire rates.
If the ships in our fleet are deemed not to satisfy the emissions and other sustainability standards contemplated by the Poseidon Principles, the availability and cost of bank financing for such vessels may be adversely affected. ​ Our operating results are subject to seasonal fluctuations, which could affect our operating results and the amount of available cash with which we can pay dividends or repurchase our common stock . ​ Liquefied gases are primarily used for industrial and domestic heating, as a chemical and refinery feedstock, as a transportation fuel and in agriculture.
These permits, licenses, certificates and financial assurances may be issued or renewed with terms that could materially and adversely affect our operations. Because these laws and regulations are often revised, we cannot predict the ultimate cost of complying with them or the impact they may have on the resale prices or useful lives of our vessels.
Because these laws and regulations are often revised, we cannot predict the ultimate cost of complying with them or the impact they may have on the resale prices or useful lives of our vessels.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES. ​ VLGCs are our principal physical properties and are more fully described in "Our Fleet" in "Item 1. Business." We do not own any real estate. Our principal corporate office locations are leased at 27 Signal Road, Stamford, Connecticut, 06902, USA; August Bournonvilles Passage 1, 1055 Copenhagen, Denmark; and 24 Poseidonos Avenue, 17674, Kallithea, Greece. ​ ​
Biggest changeITEM 2. PROPERTIES. ​ VLGCs are our principal physical properties and are more fully described in "Our Fleet" in "Item 1. Business." We do not own any real estate.
Added
Our principal corporate office locations are leased at 27 Signal Road, Stamford, Connecticut, 06902, USA; Overgaden Oven Vandet 62A, 3 rd Floor, 1415 Copenhagen, Denmark; and 24 Poseidonos Avenue, 17674, Kallithea, Greece. ​ ​

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFrom time to time we are and expect to be subject to legal proceedings and claims in the ordinary course of our business, such as personal injury and property casualty claims.
Biggest changeFrom time to time we are and expect to be subject to legal proceedings and claims in the ordinary course of our business, such as personal injury and property casualty claims. These claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. ​
Removed
These claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. ​ In January 2021, subsequent to the delivery of one of our VLGCs on time charter, a dispute arose relating to the vessel’s readiness to lift a cargo scheduled by the charterer.
Removed
The claim was settled for $4.0 million during the year ended March 31, 2022. ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change("LPG") ​ 100.00 ​ 71.13 ​ 60.97 ​ 82.72 ​ 124.69 ​ 159.77 Russell 2000 Index ("RTY Index") ​ 100.00 ​ 111.79 ​ 114.04 ​ 86.66 ​ 168.82 ​ 159.00 Peer Index ​ 100.00 ​ 83.21 ​ 69.94 ​ 66.52 ​ 147.37 ​ 150.72 NOK to USD exchange conversion rate ​ 8.5945 ​ 7.8416 ​ 8.6273 ​ 10.4017 ​ 8.5574 ​ 8.6048 ​ This performance graph shall not be deemed “soliciting material” or to be “filed” with the Commission for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be 62 Table of Contents deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Act. ​
Biggest change("LPG") ​ 100.00 ​ 85.71 ​ 116.29 ​ 175.30 ​ 224.62 ​ 421.20 Russell 2000 Index ("RTY Index") ​ 100.00 ​ 102.01 ​ 77.52 ​ 151.01 ​ 142.23 ​ 125.68 Peer Index ​ 100.00 ​ 79.20 ​ 63.46 ​ 166.35 ​ 166.65 ​ 241.98 NOK to USD exchange conversion rate ​ 7.8417 ​ 8.6172 ​ 10.4848 ​ 8.5259 ​ 8.7643 ​ 10.4495 ​ This performance graph shall not be deemed “soliciting material” or to be “filed” with the Commission for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Act. ​
All declarations of dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that the Company’s Board of Directors may deem relevant. 61 Table of Contents ​ Equity Compensation Plans ​ Information about the securities authorized for issuance under our equity compensation plan is set forth under “Item 12.
All declarations of dividends are subject to the determination and discretion of the Company’s Board of Directors based on its consideration of various factors, including the Company’s results of operations, financial condition, level of indebtedness, anticipated capital requirements, contractual restrictions, restrictions in its debt agreements, restrictions under applicable law, its business prospects and other factors that the Company’s Board of Directors may deem relevant. ​ Equity Compensation Plans ​ Information about the securities authorized for issuance under our equity compensation plan is set forth under “Item 12.
Under these authorizations, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods.
Under this authorization, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods.
For the purposes of the below comparison, the cumulative total returns for Avance and BWLPG were converted into U.S. dollars based on the relevant NOK to one USD exchange rate prevailing on the dates listed below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3/31/17 ​ 3/31/18 ​ 3/31/19 ​ 3/31/20 ​ 3/31/21 ​ 3/31/22 Dorian LPG Ltd.
For the purposes of the below comparison, the cumulative total returns for Avance and BWLPG were converted into U.S. dollars based on the relevant NOK to one USD exchange rate prevailing on the dates listed below. ​ ​ 64 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3/31/18 ​ 3/31/19 ​ 3/31/20 ​ 3/31/21 ​ 3/31/22 ​ 3/31/23 Dorian LPG Ltd.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. ​ Our common shares have traded on the New York Stock Exchange, or NYSE, since May 9, 2014, under the symbol "LPG." As of May 27, 2022, we had 409 registered holders of our common shares, including Cede & Co., the nominee for the Depository Trust Company.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. ​ Our common shares have traded on the New York Stock Exchange, or NYSE, since May 9, 2014, under the symbol "LPG." As of May 25, 2023, we had 407 registered holders of our common shares, including Cede & Co., the nominee for the Depository Trust Company.
The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of dividends) from March 31, 2017 to March 31, 2022.
The graph tracks the performance of a $100 investment in our common stock and in each of the indices (with the reinvestment of dividends) from March 31, 2018 to March 31, 2023.
We expect to pay $99.7 million on or about June 2, 2022 and the remaining $0.6 million will be deferred until certain shares of restricted stock vest. ​ On January 4, 2022, we announced that our Board of Directors declared a cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on January 14, 2022, totaling $40.1 million.
We paid $99.7 million on June 2, 2022, with the remaining $0.6 million deferred until certain shares of restricted stock vest. 63 Table of Contents ​ On January 4, 2022, we announced that our Board of Directors declared a cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on January 14, 2022, totaling $40.1 million.
See Note 12 to our consolidated financial statements included herein for a discussion of our 2019 Common Share Repurchase Authority and our 2022 Common Share Repurchase Authority. ​ Dividends ​ On May 5, 2022, we announced that our Board of Directors declared a cash dividend of $2.50 per share of the Company’s common stock to all shareholders of record as of the close of business on May 16, 2022, totaling $100.3 million.
See Note 11 to our consolidated financial statements included herein for a discussion of our 2022 Common Share Repurchase Authority. ​ Dividends ​ On April 26, 2023, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on May 8, 2023, totaling $40.4 million.
This number excludes shareholders whose stock is held in nominee or street name by brokers. ​ Stock Repurchase Program ​ On August 5, 2019, our Board of Directors authorized the repurchase of up to $50.0 million of our common shares through the period ended December 31, 2020 (the “2019 Common Share Repurchase Authority”).
This number excludes shareholders whose stock is held in nominee or street name by brokers. ​ Common Share Repurchase Authority ​ On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares under the 2022 Common Share Repurchase Authority.
The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interest of our shareholders, and market conditions. We are not obligated to make any common share repurchases.
The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interest of our shareholders, and market conditions. As of March 31, 2023, our total purchases under the 2022 Common Share Repurchase Authority totaled 50,000 shares for an aggregate consideration of $0.7 million.
Removed
On February 3, 2020, our Board of Directors authorized an increase to our 2019 Common Share Repurchase Authority to repurchase up to an additional $50.0 million of our common shares.
Added
We are not obligated to make any common share repurchases.
Removed
On December 29, 2020, our Board of Directors authorized an extension of and an increase to the remaining authorization of $41.4 million under our 2019 Common Share Repurchase Authority, which was set to expire on December 31, 2020.
Added
We paid $40.1 million on May 22, 2023 and the remaining $0.3 million is deferred until certain shares of restricted stock vest. .
Removed
Following this Board action, we were authorized to repurchase up to $50.0 million of our common shares from December 29, 2020 through December 31, 2021. Through expiration of our 2019 Common Share Repurchase Authority on December 31, 2021, our purchases under this authority totaled 7.0 million of our common shares for an aggregate consideration of $81.0 million.
Added
On February 1, 2023, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on February 15, 2023, totaling $40.4 million.
Removed
On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares under the 2022 Common Share Repurchase Authority.
Added
We paid $40.1 million on February 28, 2023 and the remaining $0.3 million is deferred until certain shares of restricted stock vest. ​ On October 27, 2022, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on November 7, 2022, totaling $40.4 million.
Removed
As of the date of this Annual Report we have repurchased 0.1 million aggregate amount of our common shares under the 2022 Common Share Repurchase Authority at an average price of $15.00 per share.
Added
We paid $40.1 million on December 6, 2022 and the remaining $0.3 million is deferred until certain shares of restricted stock vest. ​ On August 5, 2022, we paid $0.4 million of dividends that were deferred until the vesting of certain restricted stock. ​ On August 3, 2022, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on August 15, 2022, totaling $40.3 million.
Added
We paid $40.1 million on September 2, 2022 and the remaining $0.2 million is deferred until certain shares of restricted stock vest. ​ On June 15, 2022, we paid $0.2 million of dividends that were deferred until the vesting of certain restricted stock. ​ On May 4, 2022, we announced that our Board of Directors declared an irregular cash dividend of $2.50 per share of our common stock to all shareholders of record as of the close of business on May 16, 2022, totaling $100.3 million.

Item 7. Management's Discussion & Analysis

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

77 edited+19 added−31 removed89 unchanged
Biggest changeAs of March 31, 2022, we had cash and cash equivalents of $236.8 million and non-current restricted cash of $0.1 million. ​ Our primary sources of capital during the year ended March 31, 2022 were $118.7 million in cash generated from operations, $48.0 million from proceeds net of commission and fees of the sale of our 2008-built VLGC Captain Nicholas ML , $42.4 million from proceeds net of commission and fees of the sale of our 2006-built VLGC Captain Markos NL , $34.9 million in net proceeds from the refinancing of Commander and Constellation under the BALCAP Facility, $24.8 million in net proceeds related to the refinancing of Cratis , $24.6 million in net proceeds related to the refinancing of Copernicus , $40.8 million in net proceeds related to the refinancing of Chaparral , and $25.1 million in net proceeds related to the refinancing of Caravelle.
Biggest changeAs of March 31, 2023, we had cash and cash equivalents of $148.8 million and non-current restricted cash of $0.1 million. ​ Our primary sources of capital during the year ended March 31, 2023 were $224.1 million in cash generated from operations and $29.9 million in net proceeds from the refinancing of Cougar.
In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future fair market value of our vessels or prices that we could achieve if we were to sell them. ​ As of March 31, 2022 and 2021, independent appraisals of the commercially and technically-managed VLGCs in our fleet had no indicators of impairment on any of our VLGCs in accordance with ASC 360 Property, Plant, and Equipment .
In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future fair market value of our vessels or prices that we could achieve if we were to sell them. ​ As of March 31, 2023, 2022 and 2021, independent appraisals of the commercially and technically-managed VLGCs in our fleet had no indicators of impairment on any of our VLGCs in accordance with ASC 360 Property, Plant, and Equipment .
If we were to calculate operating days for each vessel within the Helios Pool as a variable rate time charter, or the Alternate Methodology, our operating days and fleet utilization would be increased with a corresponding reduction to our TCE rate.
If we were to calculate operating days for each vessel within the Helios Pool as a variable rate time charter, or the Alternate Methodology, our operating days and fleet utilization would be increased with a corresponding reduction of our TCE rate.
A voyage charter, or spot charter, is a contract for transportation of a specified cargo between two or more designated ports. This type of charter is priced on a current or "spot" market rate, typically on a price per ton of product carried.
A voyage charter, or spot charter, is a contract for transportation of a specified cargo between two or more designated ports. This type of charter is priced at a current or "spot" market rate, typically on a price per ton of product carried.
Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate and the daily rates that our vessels earn under our charters, which, in turn, are affected by a number of factors, including levels of demand and supply in the LPG shipping industry; the age, condition and specifications of our vessels; the duration of our charters; the timing of when any profit-sharing arrangements are earned; the amount of time that we spend positioning our vessels; the availability of our vessels, which is related to the amount of time that our vessels spend in drydock undergoing repairs and the amount of time required to perform necessary maintenance or upgrade work; and other factors affecting rates for LPG vessels. ​ We generate revenue by providing seaborne transportation services to customers pursuant to three types of contractual relationships: ​ Pooling Arrangements .
Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate and the daily rates that our vessels earn under our charters, which, in turn, are affected by a number of factors, including levels of demand and supply in the LPG shipping industry; the age, condition and specifications of our vessels; the duration of our charters; the timing of when any profit-sharing arrangements are earned; the amount of time that we spend positioning our vessels; the availability of our vessels, which is related to the amount of time that our vessels spend in drydock undergoing repairs and the amount of time required to perform necessary maintenance or upgrade work; and other factors affecting rates for LPG vessels. ​ 67 Table of Contents We generate revenue by providing seaborne transportation services to customers pursuant to three types of contractual relationships: ​ Pooling Arrangements .
The estimated amount is the present value of estimated future cash flows, being equal to the difference between the benchmark interest rate and the fixed rate in the interest rate swap agreement, multiplied by the notional principal amount of the interest rate swap agreement at each interest reset date. ​ The fair value of our interest swap agreements at the end of each period is most significantly affected by the interest rate implied by the LIBOR interest yield curve, including its relative steepness.
The estimated amount is the present value of estimated future cash flows, being equal to the difference between the benchmark interest rate and the fixed rate in the interest rate swap agreement, multiplied by the notional principal amount of the interest rate swap agreement at each interest reset date. ​ The fair value of our interest swap agreements at the end of each period is most significantly affected by the interest rate implied by the SOFR interest yield curve, including its relative steepness.
Our estimates are based on information available from various industry sources, including: ​ ● reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; ​ ● news and industry reports of similar vessel sales; ​ ● approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; ​ ● offers that we may have received from potential purchasers of our vessels; and ​ 68 Table of Contents ● vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers. ​ As we obtain information from various industry and other sources, our estimates of fair market value are inherently uncertain.
Our estimates are based on information available from various industry sources, including: ​ ● reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; ​ ● news and industry reports of similar vessel sales; ​ ● approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; ​ ● offers that we may have received from potential purchasers of our vessels; and ​ ● vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers. ​ As we obtain information from various industry and other sources, our estimates of fair market value are inherently uncertain.
General and administrative expenses principally consist of the costs incurred in the corporate administration of the vessel and non‑vessel owning subsidiaries. We have granted restricted stock awards to certain of our officers, directors, employees and non-employee consultants that vest over various periods (see Note 13 to our consolidated financial statements included herein).
General and administrative expenses principally consist of the costs incurred in the corporate administration of the vessel and non‑vessel owning subsidiaries. We have granted restricted stock awards to certain of our officers, directors, employees and non-employee consultants that vest over various periods (see Note 12 to our consolidated financial statements included herein).
None of our revenue was generated pursuant to voyage charters from our VLGCs not in the Helios Pool for the years ended March 31, 2022, 2021, and 2020. ​ Time Charters. A time charter is a contract under which a vessel is chartered for a defined period of time at a fixed daily or monthly rate.
None of our revenue was generated pursuant to voyage charters from our VLGCs not in the Helios Pool for the years ended March 31, 2023, 2022, and 2021. ​ Time Charters. A time charter is a contract under which a vessel is chartered for a defined period of time at a fixed daily or monthly rate.
Costs deferred include expenditures incurred relating to shipyard costs, hull preparation and painting, inspection of hull structure and mechanical components, steelworks, machinery works, and electrical works. Drydocking costs do not include vessel operating expenses such as replacement parts, crew expenses, provisions, luboil consumption, and insurance during the 70 Table of Contents drydock period.
Costs deferred include expenditures incurred relating to shipyard costs, hull preparation and painting, inspection of hull structure and mechanical components, steelworks, machinery works, and electrical works. Drydocking costs do not include vessel operating expenses such as replacement parts, crew expenses, provisions, luboil consumption, and insurance during the 72 Table of Contents drydock period.
There were no indications of impairment on any of our vessels and no impairment was recorded during the year ended March 31, 2022 as we believed that the carrying value of our vessels was fully recoverable. ​ (2) Carrying value for purposes of evaluating our vessels for impairment includes the carrying value of the vessel and unamortized deferred charges related to drydocking of the vessel.
There were no indications of impairment on any of our vessels and no impairment was recorded during the year ended March 31, 2023 as we believed that the carrying value of our vessels was fully recoverable. ​ (2) Carrying value for purposes of evaluating our vessels for impairment includes the carrying value of the vessel and unamortized deferred charges related to drydocking of the vessel.
A 10% increase / decrease in our own or our counterparty credit risk would not have had a significant impact on the fair value of our interest rate swaps. ​ The LIBOR interest rate yield curve and our specific credit risk are expected to vary over the life of the interest rate swap agreements.
A 10% increase / decrease in our own or our counterparty credit risk would not have had a significant impact on the fair value of our interest rate swaps. ​ The SOFR interest rate yield curve and our specific credit risk are expected to vary over the life of the interest rate swap agreements.
There were no indications of impairment on any of our vessels and no impairment was recorded during the year ended March 31, 2021. ​ Drydocking and special survey costs. We must periodically drydock each of our vessels to comply with industry standards, regulatory requirements and certifications.
There were no indications of impairment on any of our vessels and no impairment was recorded during the year ended March 31, 2022. ​ Drydocking and special survey costs. We must periodically drydock each of our vessels to comply with industry standards, regulatory requirements and certifications.
For a description of our material accounting policies, see Note 2 of our consolidated financial statements included herein. ​ Vessel Depreciation. The cost of our vessels less their estimated residual value is depreciated on a straight‑line basis over the vessels' estimated useful lives.
For a description of our significant accounting policies, see Note 2 of our consolidated financial statements included herein. ​ Vessel Depreciation. The cost of our vessels less their estimated residual value is depreciated on a straight‑line basis over the vessels' estimated useful lives.
For a discussion of the year ended March 31, 2021 compared to the year ended March 31, 2020, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended March 31, 2021. ​ Financing Cash Flows.
For a discussion of the year ended March 31, 2022 compared to the year ended March 31, 2021, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended March 31, 2022. ​ Financing Cash Flows.
Refer to our accounting policies in Note 2 to our consolidated financial statements for vessels carrying values and deferred drydocking costs. As of March 31, 2021, the carrying value and unamortized deferred charges related to drydocking of none of our vessels exceeded their estimated market value.
Refer to our accounting policies in Note 2 to our consolidated financial statements for vessels carrying values and deferred drydocking costs. As of March 31, 2023, the carrying value and unamortized deferred charges related to drydocking of none of our vessels exceeded their estimated market value.
For a discussion of the year ended March 31, 2021 compared to the year ended March 31, 2020, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended March 31, 2021. ​ Capital Expenditures.
For a discussion of the year ended March 31, 2022 compared to the year ended March 31, 2021, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended March 31, 2022. ​ Capital Expenditures.
We believe that vessel pools can provide cost-effective commercial management activities for a group of similar class vessels and potentially result in lower waiting times and higher earnings. ​ COAs relate to the carriage of multiple cargoes over the same or several routes at pre-agreed terms, volumes and periods and enables the COA holder to nominate and lift cargoes, without controlling tonnage themselves or having their own vessel in position.
We believe that vessel pools can provide cost-effective commercial management activities for a group of similar class vessels and potentially result in lower waiting times and higher earnings. ​ Contracts of Affreightment (“COAs”) relate to the carriage of multiple cargoes over the same or several routes at pre-agreed terms, volumes and periods and enables the COA holder to nominate and lift cargoes, without controlling tonnage themselves or having their own vessel in position.
For the year ended March 31, 2022, net cash used in financing activities consisted of repayments of long-term debt of 77 Table of Contents $230.3 million, dividends paid of $80.1 million, repurchase of common stock of $21.4 million, and payments of financing costs of $1.7 million, partially offset by $298.3 million of proceeds from long-term debt borrowings.
For the year ended March 31, 2022, net cash used in financing activities consisted of repayments of long-term debt of $230.3 million, dividends paid of $80.1 million, repurchase of common stock of $21.4 million, and payments of financing costs of $1.7 million, partially offset by $298.3 million of proceeds from long-term debt borrowings.
For a discussion of the year ended March 31, 2021 compared to the year ended March 31, 2020, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended March 31, 2021. ​ Net cash flow from operating activities depends upon our overall profitability, market rates for vessels employed on voyage charters, charter rates agreed to for time charters, the timing and amount of payments for drydocking expenditures and unscheduled repairs and maintenance, fluctuations in working capital balances and bunker costs. ​ Investing Cash Flows.
For a discussion of the year ended March 31, 2022 compared to the year ended March 31, 2021, 79 Table of Contents please refer to Part II, Item 7, “Management’s Discussion and Analysis of Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended March 31, 2022. ​ Net cash flow from operating activities depends upon our overall profitability, market rates for vessels employed on voyage charters, charter rates agreed to for time charters, the timing and amount of payments for drydocking expenditures and unscheduled repairs and maintenance, fluctuations in working capital balances and bunker costs. ​ Investing Cash Flows.
Our vessel operating expenses will increase with the expansion of our fleet and are subject to change because of higher crew costs, higher insurance premiums, unexpected repair expenses and general inflation. Furthermore, we expect maintenance costs will increase as our vessels age and during periods of drydock. ​ Daily Vessel Operating Expenses.
Our vessel operating expenses will increase with the 69 Table of Contents expansion of our fleet and are subject to change because of higher crew costs, higher insurance premiums, unexpected repair expenses and general inflation. Furthermore, we expect maintenance costs will increase as our vessels age and during periods of drydock. ​ Daily Vessel Operating Expenses.
Vessels operating in the spot market generate revenues that are less predictable but may enable us to capture increased profit margins during periods of improvements in the freight market although we are exposed to the risk of a decline in the freight market and lower utilization.
Vessels operating in the spot market generate revenues that are less predictable but may enable us to capture increased profit margins during periods of 66 Table of Contents improvements in the freight market although we are exposed to the risk of a decline in the freight market and lower utilization.
Under pool arrangements, vessels typically enter the pool under a time charter agreement whereby the cost of bunkers and port expenses are borne by the charterer ( i.e. , the pool) 64 Table of Contents and operating costs, including crews, maintenance and insurance are typically paid by the owner of the vessel.
Under pool arrangements, vessels typically enter the pool under a time charter agreement whereby the cost of bunkers and port expenses are borne by the charterer ( i.e. , the pool) and operating costs, including crews, maintenance and insurance are typically paid by the owner of the vessel.
For the years ended March 31, 2022, 2021, and 2020, approximately 2.0%, 1.2% and 0.4%, respectively, of our revenue was generated pursuant to other revenues, net. ​ Of these revenue streams, revenue generated from voyage charter agreements is further described in our revenue recognition policy as described in Note 2 to our consolidated financial statements.
For the years ended March 31, 2023, 2022, and 2021, approximately 0.6%, 2.0% and 1.2%, respectively, of our revenue was generated pursuant to other revenues, net. ​ Of these revenue streams, revenue generated from voyage charter agreements is further described in our revenue recognition policy as described in Note 2 to our consolidated financial statements.
An impairment charge is recognized if the carrying value is in excess of the estimated future undiscounted net operating cash flows. The impairment loss is measured based on the excess of the carrying amount over the fair market value of the asset.
An impairment charge is recognized if the carrying value is in excess of the estimated future undiscounted net operating cash flows. The impairment loss is measured based 70 Table of Contents on the excess of the carrying amount over the fair market value of the asset.
For the years ended March 31, 2022, 2021, and 2020, approximately 8.2%, 6.2% and 10.2%, respectively, of our revenue was generated pursuant to time charters from our VLGCs not in the Helios Pool. ​ Other Revenues, net.
For the years ended March 31, 2023, 2022, and 2021, approximately 5.8%, 8.2% and 6.2%, respectively, of our revenue was generated pursuant to time charters from our VLGCs not in the Helios Pool. ​ Other Revenues, net.
The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $52.689 during the year ended March 31, 2022 compared to an average of $55.703 for the year ended March 31, 2021.
The Baltic Exchange Liquid Petroleum Gas Index, an index published daily by the Baltic Exchange for the spot market rate for the benchmark Ras Tanura-Chiba route (expressed as U.S. dollars per metric ton), averaged $87.009 during the year ended March 31, 2023 compared to an average of $52.689 for the year ended March 31, 2022.
As of May 27, 2022, twenty of our twenty-two VLGCs, including the two time chartered-in vessels, were deployed in the Helios Pool. ​ Our customers, either directly or through the Helios Pool, include or have included global energy companies such as Exxon Mobil Corp., Chevron Corp., China International United Petroleum & Chemicals Co., Ltd., Royal Dutch Shell plc, Equinor ASA, Total S.A., and Sunoco LP, commodity traders such as Glencore plc, Itochu Corporation, Bayegan Group, Vilma Oil SL, and the Vitol Group and importers such as E1 Corp., Indian Oil Corporation, SK Gas Co.
As of May 25, 2023, twenty-three of our twenty-five VLGCs, including the four time chartered-in vessels, were deployed in the Helios Pool. ​ Our customers, either directly or through the Helios Pool, include or have included global energy companies such as Exxon Mobil Corp., Chevron Corp., China International United Petroleum & Chemicals Co., Ltd., Royal Dutch Shell plc, Equinor ASA, Total S.A., and Sunoco LP, commodity traders such as Glencore plc, Itochu Corporation, Bayegan Group, and the Vitol Group and importers such as E1 Corp., Indian Oil Corporation, SK Gas Co.
The vessels entered into the Helios Pool may operate either in the spot market, COAs, or on time charters of two years' duration or less. As of May 27, 2022, the Helios Pool operated twenty-two VLGCs, including twenty vessels from our fleet and two Phoenix vessels. ​ For further description of our business, please see “Item 1.
The vessels entered into the Helios Pool may operate either in the spot market, COAs, or on time charters of two years' duration or less. As of May 25, 2023, the Helios Pool operated twenty-seven VLGCs, including twenty-three vessels from our fleet and four Phoenix vessels. ​ For further description of our business, please see “Item 1.
Operating data using both methodologies is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ Year ended ​ ​ Year ended ​ Company Methodology: ​ March 31, 2022 ​ ​ March 31, 2021 ​ ​ March 31, 2020 ​ Operating Days ​ ​ 7,785 ​ ​ ​ 7,891 ​ ​ ​ 7,715 ​ Fleet Utilization ​ ​ 94.9 % ​ ​ 92.8 % ​ ​ 95.4 % Time charter equivalent rate ​ $ 34,669 ​ ​ $ 39,606 ​ ​ $ 42,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Alternate Methodology: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Days ​ ​ 8,193 ​ ​ ​ 8,505 ​ ​ ​ 8,088 ​ Fleet Utilization ​ ​ 99.9 % ​ ​ 100.0 % ​ ​ 100.0 % Time charter equivalent rate ​ $ 32,942 ​ ​ $ 36,747 ​ ​ $ 40,824 ​ ​ We believe that Our Methodology using the underlying vessel employment provides more meaningful insight into market conditions and the performance of our vessels. ​ Liquidity and Capital Resources ​ Our business is capital intensive, and our future success depends on our ability to maintain a high‑quality fleet.
Operating data using both methodologies is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ Year ended ​ ​ Year ended ​ ​ Company Methodology: ​ March 31, 2023 ​ ​ March 31, 2022 ​ ​ March 31, 2021 ​ ​ Operating Days ​ ​ 7,652 ​ ​ ​ 7,785 ​ ​ ​ 7,891 ​ ​ Fleet Utilization ​ ​ 95.0 % ​ ​ 94.9 % ​ ​ 92.8 % ​ Time charter equivalent rate ​ $ 50,462 ​ ​ $ 34,669 ​ ​ $ 39,606 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Alternate Methodology: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Days ​ ​ 8,035 ​ ​ ​ 8,193 ​ ​ ​ 8,505 ​ ​ Fleet Utilization ​ ​ 99.8 % ​ ​ 99.9 % ​ ​ 100.0 % ​ Time charter equivalent rate ​ $ 48,057 ​ ​ $ 32,942 ​ ​ $ 36,747 ​ ​ ​ We believe that Our Methodology using the underlying vessel employment provides more meaningful insight into market conditions and the performance of our vessels. ​ Liquidity and Capital Resources ​ Our business is capital intensive, and our future success depends on our ability to maintain a high‑quality fleet.
Ltd., Astomos Energy Corporation, and Oriental Energy Company Ltd. or subsidiaries of the foregoing. For the year ended March 31, 2022, the Helios Pool accounted for 90% of our total revenues. No other individual charterer accounted for more than 10%. Within the Helios Pool, no charterers represented more than 10% of net pool revenues—related party.
Ltd., and Astomos Energy Corporation, or subsidiaries of the foregoing. For the year ended March 31, 2023, the Helios Pool accounted for 94% of our total revenues. No other individual charterer accounted for more than 10%. Within the Helios Pool, two charterers represented more than 10% of net pool revenues—related party.
On an aggregate fleet basis, the estimated market value of our vessels was higher than their carrying value and unamortized deferred charges related to drydocking as of March 31, 2021 by $82.1 million.
On an aggregate fleet basis, the estimated market value of our vessels was higher than their carrying value and unamortized deferred charges related to drydocking as of March 31, 2023 by $270.2 million.
In particular, the pool manager aggregates the revenues and voyage expenses of all of the pool participants and Helios Pool general and administrative expenses and distributes the net earnings to participants based on: ​ ● pool points (vessel attributes such as cargo carrying capacity, fuel consumption, and speed are taken into consideration); and ​ ● number of days the vessel was on-hire in the Helios Pool in the period. ​ For the years ended March 31, 2022, 2021, and 2020, approximately 89.8%, 92.6% and 89.4% of our revenue, respectively, was generated through the Helios Pool as net pool revenues—related party. 65 Table of Contents ​ Voyage Charters.
In particular, the pool manager aggregates the revenues and voyage expenses of all of the pool participants and Helios Pool general and administrative expenses and distributes the net earnings to participants based on: ​ ● pool points (vessel attributes such as cargo carrying capacity, fuel consumption, and speed are taken into consideration); and ​ ● number of days the vessel was on-hire in the Helios Pool in the period. ​ For the years ended March 31, 2023, 2022, and 2021, 94%, 90% and 93% of our revenue, respectively, was generated through the Helios Pool as net pool revenues—related party. ​ Voyage Charters.
Net cash used in financing activities was $35.2 million for the year ended March 31, 2022, compared with net cash used in financing activities of $174.5 million for the year ended March 31, 2021.
Net cash used in financing activities was $235.2 million for the year ended March 31, 2023, compared with net cash used in financing activities of $35.2 million for the year ended March 31, 2022.
No other individual charterer accounted for more than 10%. Within the Helios Pool, two charterers represented 12% and 11%, respectively of net pool revenues—related party. See “Item 1A. Risk Factors—We operate exclusively in the LPG shipping industry.
No other individual charterer accounted for more than 10%. Within the Helios Pool, one charterer represented 16% of net pool revenues—related party. See “Item 1A. Risk Factors—We operate exclusively in the LPG shipping industry.
As of March 31, 2022, the outstanding balance of our long-term debt, excluding deferred financing fees, was $670.0 million. ​ Unrealized Gain on Derivatives ​ Unrealized gain on derivatives amounted to $11.1 million for the year ended March 31, 2022 compared to $7.2 million for the year ended March 31, 2021.
As of March 31, 2023, the outstanding balance of our long-term debt, excluding deferred financing fees, was $663.6 million. ​ Unrealized Gain on Derivatives ​ Unrealized gain on derivatives amounted to $2.8 million for the year ended March 31, 2023 compared to $11.1 million for the year ended March 31, 2022.
For the year ended March 31, 2021, the Helios Pool accounted for 93% of our total revenues. No other individual charterer accounted for more than 10%. Within the Helios Pool, one charterer represented 16% of net pool revenues—related party. For the year ended March 31, 2020, the Helios Pool accounted for 89% of our total revenues.
For the year ended March 31, 2022, the Helios Pool accounted for 90% of our total revenues. No other individual charterer accounted for more than 10%. Within the Helios Pool, no charterers represented more than 10% of net pool revenues—related party. For the year ended March 31, 2021, the Helios Pool accounted for 93% of our total revenues.
As of May 27, 2022, twenty of our twenty-two VLGCs, including the two time chartered-in vessels, were employed in the Helios Pool, which includes time charters with a term of less than two years.
As of May 25, 2023, twenty-three of our twenty-five VLGCs, including the four time chartered-in vessels, were employed in the Helios Pool, which includes time charters with a term of less than two years.
There was no gain on disposal of vessel for the year ended March 31, 2021. ​ Results of Operations For The Year Ended March 31, 2021 As Compared To The Year Ended March 31, 2020 ​ For a discussion of the year ended March 31, 2021 compared to the year ended March 31, 2020, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended March 31, 2021. ​ Operating Statistics and Reconciliation of GAAP to non-GAAP Financial Measures ​ To supplement our financial statements presented in accordance with U.S.GAAP, we present certain operating statistics and non-GAAP financial measures to assist in the evaluation of our business performance.
Gain on disposal of vessels amounted to $7.3 million for the year ended March 31, 2022 and was attributable to the sales of Captain Markos NL and Captain Nicholas ML. ​ Results of Operations For The Year Ended March 31, 2022 As Compared To The Year Ended March 31, 2021 ​ For a discussion of the year ended March 31, 2022 compared to the year ended March 31, 2021, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended March 31, 2022. ​ Operating Statistics and Reconciliation of GAAP to non-GAAP Financial Measures ​ To supplement our financial statements presented in accordance with U.S.GAAP, we present certain operating statistics and non-GAAP financial measures to assist in the evaluation of our business performance.
We must periodically drydock each of our vessels for any major repairs and maintenance and for inspection of the underwater parts of the vessel that cannot be performed while the vessels are operating and for any modifications to comply with industry certification or governmental requirements.
We must periodically drydock each of our vessels for any major repairs and maintenance and for inspection of the underwater parts of the vessel that cannot be performed while the vessels are operating and for any modifications to comply with industry certification or governmental requirements. The classification societies provide guidelines applicable to LPG vessels relating to extended intervals for drydocking.
GAAP financial measures and the reconciliations to those measures, provide meaningful supplemental information to assist investors and analysts in understanding our business results and assessing our prospects for future performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ Year ended (in U.S. dollars, except fleet data) ​ March 31, 2022 ​ March 31, 2021 ​ March 31, 2020 Financial Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA (1) ​ $ 161,149,380 ​ $ 188,555,935 ​ $ 233,240,304 ​ Fleet Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Calendar days (2) ​ 7,780 ​ 8,030 ​ 8,052 ​ Time chartered-in days (3) ​ 579 ​ 740 ​ 426 ​ Available days (4) ​ 8,201 ​ 8,505 ​ 8,088 ​ Operating days (5)(8) ​ 7,785 ​ 7,891 ​ 7,715 ​ Fleet utilization (6)(8) ​ ​ 94.9 % ​ 92.8 % ​ 95.4 % Average Daily Results ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time charter equivalent rate (7)(8) ​ $ 34,669 ​ $ 39,606 ​ $ 42,798 ​ Daily vessel operating expenses (9) ​ $ 9,538 ​ $ 9,741 ​ $ 8,877 ​ (1) Refer to “Important Financial and Operational Terms and Concepts” above for definitions of calendar days, time chartered-in days, available days, operating days, fleet utilization, and daily vessel operating expenses. ​ 73 Table of Contents Adjusted EBITDA ​ Adjusted EBITDA is an unaudited non-U.S.
GAAP financial measures and the reconciliations to those measures, provide meaningful supplemental information to assist investors and analysts in understanding our business results and assessing our prospects for future performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ Year ended (in U.S. dollars, except fleet data) ​ March 31, 2023 ​ March 31, 2022 ​ March 31, 2021 Financial Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ $ 271,386,648 ​ $ 161,149,380 ​ $ 188,555,935 ​ Fleet Data (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Calendar days ​ 7,301 ​ 7,780 ​ 8,030 ​ Time chartered-in days ​ 791 ​ 579 ​ 740 ​ Available days ​ 8,053 ​ 8,201 ​ 8,505 ​ Operating days ​ 7,652 ​ 7,785 ​ 7,891 ​ Fleet utilization ​ ​ 95.0 % ​ 94.9 % ​ 92.8 % Average Daily Results (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time charter equivalent rate ​ $ 50,462 ​ $ 34,669 ​ $ 39,606 ​ Daily vessel operating expenses ​ $ 9,793 ​ $ 9,538 ​ $ 9,741 ​ 75 Table of Contents (1) Refer to “Important Financial and Operational Terms and Concepts” above for definitions of calendar days, time chartered-in days, available days, operating days, fleet utilization, and daily vessel operating expenses. ​ Adjusted EBITDA ​ Adjusted EBITDA is an unaudited non-U.S.
We expect to finance the purchase price of any future acquisitions either through internally generated funds, public or private debt financings, public or private issuances of additional equity securities or a combination of these forms of financing. ​ Cash Flows ​ The following table summarizes our cash and cash equivalents provided by/(used in) operating, financing and investing activities for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ March 31, 2021 ​ March 31, 2020 Net cash provided by operating activities ​ $ 118,695,170 ​ $ 170,595,696 ​ $ 169,036,407 Net cash provided by/(used in) investing activities ​ 68,766,198 ​ 1,021,090 ​ (33,144,834) Net cash used in financing activities ​ (35,178,821) ​ (174,484,467) ​ (114,651,756) Net increase/(decrease) in cash, cash equivalents, and restricted cash ​ $ 152,109,715 ​ $ (2,661,928) ​ $ 20,916,481 ​ Operating Cash Flows.
We expect to finance the purchase price of any future acquisitions either through internally generated funds, public or private debt financings, public or private issuances of additional equity securities or a combination of these forms of financing. ​ Cash Flows ​ The following table summarizes our cash and cash equivalents provided by/(used in) operating, financing and investing activities for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ March 31, 2022 ​ March 31, 2021 Net cash provided by operating activities ​ $ 224,059,836 ​ $ 118,695,170 ​ $ 170,595,696 Net cash provided by/(used in) investing activities ​ (76,341,190) ​ 68,766,198 ​ 1,021,090 Net cash used in financing activities ​ (235,232,008) ​ (35,178,821) ​ (174,484,467) Net increase/(decrease) in cash, cash equivalents, and restricted cash ​ $ (87,963,264) ​ $ 152,109,715 ​ $ (2,661,928) ​ Operating Cash Flows.
Granting of restricted stock results in an increase in 67 Table of Contents expenses.
Granting of restricted stock results in an increase in expenses.
We paid $40.2 million on September 8, 2021 and the remaining $0.2 million is deferred until certain shares of restricted stock vest. ​ On January 4, 2022, we announced that our Board of Directors declared a cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on January 14, 2022, totaling $40.1 million.
We paid $40.1 million on December 6, 2022 and the remaining $0.3 million is deferred until certain shares of restricted stock vest. ​ On February 1, 2023, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on February 15, 2023, totaling $40.4 million.
Adjusted EBITDA as presented below may not be computed consistently with similarly titled measures of other companies and, therefore, might not be comparable with other companies. ​ The following table sets forth a reconciliation of net income to Adjusted EBITDA (unaudited) for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ Year ended (in U.S. dollars) March 31, 2022 ​ March 31, 2021 ​ March 31, 2020 Net income ​ ​ $ 71,935,018 ​ $ 92,564,653 ​ $ 111,841,258 ​ Interest and finance costs ​ ​ 27,067,395 ​ 27,596,124 ​ 36,105,541 ​ Unrealized (gain)/loss on derivatives ​ ​ (11,067,870) ​ (7,202,880) ​ 18,206,769 ​ Realized (gain)/loss on interest rate swaps ​ ​ ​ 3,450,443 ​ ​ 3,779,363 ​ ​ (2,403,480) ​ Stock-based compensation expense ​ ​ 3,332,279 ​ 3,356,199 ​ 3,227,686 ​ Depreciation and amortization ​ ​ ​ 66,432,115 ​ ​ 68,462,476 ​ ​ 66,262,530 ​ Adjusted EBITDA ​ ​ $ 161,149,380 ​ $ 188,555,935 ​ $ 233,240,304 ​ ​ Time charter equivalent rate Time charter equivalent rate, or TCE rate, is a non-U.S.
Adjusted EBITDA as presented below may not be computed consistently with similarly titled measures of other companies and, therefore, might not be comparable with other companies. ​ The following table sets forth a reconciliation of net income to Adjusted EBITDA (unaudited) for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ Year ended (in U.S. dollars) March 31, 2023 ​ March 31, 2022 ​ March 31, 2021 Net income ​ $ 172,443,930 ​ $ 71,935,018 ​ $ 92,564,653 ​ Interest and finance costs ​ 37,803,787 ​ 27,067,395 ​ 27,596,124 ​ Unrealized gain on derivatives ​ (2,766,065) ​ (11,067,870) ​ (7,202,880) ​ Realized (gain)/loss on interest rate swaps ​ ​ (3,771,522) ​ ​ 3,450,443 ​ ​ 3,779,363 ​ Stock-based compensation expense ​ 4,280,387 ​ 3,332,279 ​ 3,356,199 ​ Depreciation and amortization ​ ​ 63,396,131 ​ ​ 66,432,115 ​ ​ 68,462,476 ​ Adjusted EBITDA ​ $ 271,386,648 ​ $ 161,149,380 ​ $ 188,555,935 ​ ​ Time charter equivalent rate Time charter equivalent rate, or TCE rate, is a non-U.S.
Net cash provided by investing activities was $68.8 million for the year ended March 31, 2022, compared with net cash provided by investing activities of $1.0 million for the year ended March 31, 2021.
Net cash used in investing activities was $76.3 million for the year ended March 31, 2023, compared with net cash provided by investing activities of $68.8 million for the year ended March 31, 2022.
An impairment charge of approximately $11.3 million on six of our VLGCs would be triggered by a reduction of 40% in the 10-year historical average spot market rates. ​ The amount, if any, and timing of any impairment charges we may recognize in the future will depend upon the then current and expected future charter rates and vessel values, which may differ materially from those used in our estimates as of March 31, 2022, 2021 and 2020. ​ 69 Table of Contents The table set forth below indicates the carrying value of each commercially and technically-managed vessel in our fleet as of March 31, 2022 and 2021 at which times none of the vessels listed in the table below was being held for sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Date of ​ ​ ​ ​ ​ ​ ​ ​ Capacity ​ Year ​ Acquisition/ ​ Purchase Price/ ​ Carrying value at ​ Carrying value at Vessels ​ (Cbm) ​ Built ​ Delivery ​ Original Cost ​ March 31, 2022 (1) ​ March 31, 2021 (2) Captain John NP 82,000 2007 7/29/2013 ​ 64,955,636 ​ 40,322,640 ​ 43,752,064 ​ Comet 84,000 2014 7/25/2014 ​ 75,276,432 ​ 58,662,563 ​ 61,755,175 ​ Corsair 84,000 2014 9/26/2014 ​ 80,906,292 ​ 63,099,862 ​ 66,467,033 ​ Corvette 84,000 2015 1/2/2015 ​ 84,262,500 ​ 64,056,780 ​ 65,458,097 ​ Cougar ​ 84,000 ​ 2015 ​ 6/15/2015 ​ ​ 80,427,640 ​ ​ 61,232,767 ​ ​ 64,324,422 ​ Concorde ​ 84,000 ​ 2015 ​ 6/24/2015 ​ ​ 81,168,031 ​ ​ 61,594,838 ​ ​ 64,326,433 ​ Cobra ​ 84,000 ​ 2015 ​ 6/26/2015 ​ ​ 80,467,667 ​ ​ 61,405,078 ​ ​ 64,507,318 ​ Continental ​ 84,000 ​ 2015 ​ 7/23/2015 ​ ​ 80,487,197 ​ ​ 61,231,113 ​ ​ 64,261,784 ​ Constitution ​ 84,000 ​ 2015 ​ 8/20/2015 ​ ​ 80,517,226 ​ ​ 65,002,816 ​ ​ 68,257,793 ​ Commodore ​ 84,000 ​ 2015 ​ 8/28/2015 ​ ​ 80,468,889 ​ ​ 61,895,270 ​ ​ 64,967,232 ​ Cresques ​ 84,000 ​ 2015 ​ 9/1/2015 ​ ​ 82,960,176 ​ ​ 66,747,081 ​ ​ 70,071,205 ​ Constellation ​ 84,000 ​ 2015 ​ 9/30/2015 ​ ​ 78,649,026 ​ ​ 63,516,945 ​ ​ 66,657,356 ​ Clermont ​ 84,000 ​ 2015 ​ 10/13/2015 ​ ​ 80,530,199 ​ ​ 65,936,680 ​ ​ 65,658,724 ​ Cheyenne ​ 84,000 ​ 2015 ​ 10/22/2015 ​ ​ 80,503,271 ​ ​ 65,128,970 ​ ​ 68,357,084 ​ Cratis ​ 84,000 ​ 2015 ​ 10/30/2015 ​ ​ 83,186,333 ​ ​ 67,288,784 ​ ​ 70,598,639 ​ Commander ​ 84,000 ​ 2015 ​ 11/5/2015 ​ ​ 78,056,729 ​ ​ 64,364,497 ​ ​ 64,572,089 ​ Chaparral ​ 84,000 ​ 2015 ​ 11/20/2015 ​ ​ 80,516,187 ​ ​ 62,302,458 ​ ​ 65,033,303 ​ Copernicus ​ 84,000 ​ 2015 ​ 11/25/2015 ​ ​ 83,333,085 ​ ​ 67,670,583 ​ ​ 70,996,965 ​ Challenger ​ 84,000 ​ 2015 ​ 12/11/2015 ​ ​ 80,576,863 ​ ​ 62,805,187 ​ ​ 65,535,449 ​ Caravelle ​ 84,000 ​ 2016 ​ 2/25/2016 ​ ​ 81,119,450 ​ ​ 63,635,778 ​ ​ 66,263,728 ​ ​ 1,678,000 ​ ​ ​ ​ ​ $ 1,598,368,829 ​ $ 1,247,900,690 ​ $ 1,301,821,893 ​ (1) Carrying value for purposes of evaluating our vessels for impairment includes the carrying value of the vessel and unamortized deferred charges related to drydocking of the vessel.
No impairment charges were recognized for the years ended March 31, 2023, 2022 and 2021. ​ The amount, if any, and timing of any impairment charges we may recognize in the future will depend upon the then current and expected future charter rates and vessel values, which may differ materially from those used in our estimates as of March 31, 2023, 2022 and 2021. 71 Table of Contents The table set forth below indicates the carrying value of each commercially and technically-managed vessel in our fleet as of March 31, 2023 and 2022 at which times none of the vessels listed in the table below was being held for sale: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Date of ​ ​ ​ ​ ​ ​ ​ ​ Capacity ​ Year ​ Acquisition/ ​ Purchase Price/ ​ Carrying value at ​ Carrying value at Vessels ​ (Cbm) ​ Built ​ Delivery ​ Original Cost ​ March 31, 2023 (1) ​ March 31, 2022 (2) Captain John NP 82,000 2007 7/29/2013 ​ 64,955,636 ​ 36,877,876 ​ 40,322,640 ​ Comet 84,000 2014 7/25/2014 ​ 75,276,432 ​ 55,569,951 ​ 58,662,563 ​ Corsair 84,000 2014 9/26/2014 ​ 80,906,292 ​ 59,732,692 ​ 63,099,862 ​ Corvette 84,000 2015 1/2/2015 ​ 84,262,500 ​ 60,797,725 ​ 64,056,780 ​ Cougar ​ 84,000 ​ 2015 ​ 6/15/2015 ​ ​ 80,427,640 ​ ​ 58,141,111 ​ ​ 61,232,767 ​ Concorde ​ 84,000 ​ 2015 ​ 6/24/2015 ​ ​ 81,168,031 ​ ​ 60,229,695 ​ ​ 61,594,838 ​ Cobra ​ 84,000 ​ 2015 ​ 6/26/2015 ​ ​ 80,467,667 ​ ​ 58,303,794 ​ ​ 61,405,078 ​ Continental ​ 84,000 ​ 2015 ​ 7/23/2015 ​ ​ 80,487,197 ​ ​ 58,740,786 ​ ​ 61,231,113 ​ Constitution ​ 84,000 ​ 2015 ​ 8/20/2015 ​ ​ 80,517,226 ​ ​ 61,749,813 ​ ​ 65,002,816 ​ Commodore ​ 84,000 ​ 2015 ​ 8/28/2015 ​ ​ 80,468,889 ​ ​ 58,823,308 ​ ​ 61,895,270 ​ Cresques ​ 84,000 ​ 2015 ​ 9/1/2015 ​ ​ 82,960,176 ​ ​ 63,422,959 ​ ​ 66,747,081 ​ Constellation ​ 84,000 ​ 2015 ​ 9/30/2015 ​ ​ 78,649,026 ​ ​ 60,476,385 ​ ​ 63,516,945 ​ Clermont ​ 84,000 ​ 2015 ​ 10/13/2015 ​ ​ 80,530,199 ​ ​ 62,632,616 ​ ​ 65,936,680 ​ Cheyenne ​ 84,000 ​ 2015 ​ 10/22/2015 ​ ​ 80,503,271 ​ ​ 61,958,761 ​ ​ 65,128,970 ​ Cratis ​ 84,000 ​ 2015 ​ 10/30/2015 ​ ​ 83,186,333 ​ ​ 63,978,931 ​ ​ 67,288,784 ​ Commander ​ 84,000 ​ 2015 ​ 11/5/2015 ​ ​ 78,056,729 ​ ​ 61,150,118 ​ ​ 64,364,497 ​ Chaparral ​ 84,000 ​ 2015 ​ 11/20/2015 ​ ​ 80,516,187 ​ ​ 59,233,063 ​ ​ 62,302,458 ​ Copernicus ​ 84,000 ​ 2015 ​ 11/25/2015 ​ ​ 83,333,085 ​ ​ 64,344,201 ​ ​ 67,670,583 ​ Challenger ​ 84,000 ​ 2015 ​ 12/11/2015 ​ ​ 80,576,863 ​ ​ 60,305,474 ​ ​ 62,805,187 ​ Caravelle ​ 84,000 ​ 2016 ​ 2/25/2016 ​ ​ 81,119,450 ​ ​ 60,996,102 ​ ​ 63,635,778 ​ Captain Markos ​ 84,000 ​ 2023 ​ 3/31/2023 ​ ​ 84,830,545 ​ ​ 84,830,545 ​ ​ — ​ ​ 1,762,000 ​ ​ ​ ​ ​ $ 1,683,199,374 ​ $ 1,272,295,906 ​ $ 1,247,900,690 ​ (1) Carrying value for purposes of evaluating our vessels for impairment includes the carrying value of the vessel and unamortized deferred charges related to drydocking of the vessel.
Calendar days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of expenses that are recorded during that period. ​ Time Chartered-in Days. We define time chartered-in days as the aggregate number of days in a period during which we time chartered-in vessels from third parties.
Calendar days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of expenses that are recorded during that period. ​ 68 Table of Contents Time Chartered-in Days.
As of March 31, 2022, the outstanding balance of our long-term debt, net of deferred financing fees of $7.3 million, was $662.8 million including $72.1 million of principal on our long-term debt scheduled to be repaid during the year ending March 31, 2023. ​ Operating expenses, including expenses to maintain the quality of our vessels in order to comply with international shipping standards and environmental laws and regulations, the funding of working capital requirements, long-term debt repayments, financing costs, commitments under the bareboat charter for a newbuilding dual-fuel VLGC as described in Note 19 to our consolidated financial statements (of which we made an $8.0 million payment in May 2022), and commitments for time chartered-in vessels, including three newbuilding dual-fuel Panamax LPG vessels as described in Note 19 to our consolidated financial statements represent our short - term, medium - term and long - term liquidity needs as of March 31, 2022.
As of March 31, 2023, the outstanding balance of our long-term debt, net of deferred financing fees of $6.2 million, was $657.4 million including $53.1 million of principal on our long-term debt scheduled to be repaid during the year ending March 31, 2023. ​ Operating expenses, including expenses to maintain the quality of our vessels in order to comply with international shipping standards and environmental laws and regulations, the funding of working capital requirements, long-term debt repayments, financing costs, and commitments for drydocking and scrubbers as described in Note 18 to our consolidated financial statements represent our short - term, medium - term and long - term liquidity needs as of March 31, 2023.
We paid $39.9 million on January 25, 2022 and the remaining $0.2 million is deferred until certain shares of restricted stock vest. ​ On May 5, 2022, we announced that our Board of Directors declared a cash dividend of $2.50 per share of the Company’s common stock to all shareholders of record as of the close of business on May 16, 2022, totaling $100.3 million.
We paid $40.1 million on February 28, 2023 and the remaining $0.3 million is deferred until certain shares of restricted stock vest. ​ On April 26, 2023, we announced that our Board of Directors has declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on May 8, 2023, totaling $40.4 million.
The following table sets forth a reconciliation of revenues to TCE rate (unaudited) for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in U.S. dollars, except operating days) ​ Year ended ​ Year ended ​ Year ended ​ Numerator: ​ March 31, 2022 ​ March 31, 2021 ​ March 31, 2020 ​ Revenues ​ $ 274,221,448 ​ $ 315,938,812 ​ $ 333,429,998 ​ Voyage expenses ​ ​ (4,324,712) ​ ​ (3,409,650) ​ ​ (3,242,923) ​ Time charter equivalent ​ $ 269,896,736 ​ $ 312,529,162 ​ $ 330,187,075 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pool adjustment* ​ ​ (2,978) ​ ​ 5,579,857 ​ ​ (1,851,722) ​ Time charter equivalent excluding pool adjustment* ​ $ 269,893,758 ​ $ 318,109,019 ​ $ 328,335,353 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating days ​ ​ 7,785 ​ ​ 7,891 ​ ​ 7,715 ​ TCE rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time charter equivalent rate ​ $ 34,669 ​ $ 39,606 ​ $ 42,798 ​ TCE rate excluding pool adjustment* ​ $ 34,668 ​ $ 40,313 ​ $ 42,558 ​ ​ 74 Table of Contents * Adjusted for the effects of reallocations of pool profits in accordance with the pool participation agreements due to adjustments related to speed and consumption performance of the vessels operating in the Helios Pool. ​ We determine operating days for each vessel based on the underlying vessel employment, including our vessels in the Helios Pool, or the Company Methodology.
Our method of calculating TCE rate is to divide revenue net of voyage expenses by operating days for the relevant time period, which may not be calculated the same by other companies. ​ 76 Table of Contents The following table sets forth a reconciliation of revenues to TCE rate (unaudited) for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in U.S. dollars, except operating days) ​ Year ended ​ Year ended ​ Year ended ​ Numerator: ​ March 31, 2023 ​ March 31, 2022 ​ March 31, 2021 ​ Revenues ​ $ 389,749,215 ​ $ 274,221,448 ​ $ 315,938,812 ​ Voyage expenses ​ ​ (3,611,452) ​ ​ (4,324,712) ​ ​ (3,409,650) ​ Time charter equivalent ​ $ 386,137,763 ​ $ 269,896,736 ​ $ 312,529,162 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pool adjustment* ​ ​ (514,015) ​ ​ (2,978) ​ ​ 5,579,857 ​ Time charter equivalent excluding pool adjustment* ​ $ 385,623,748 ​ $ 269,893,758 ​ $ 318,109,019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating days ​ ​ 7,652 ​ ​ 7,785 ​ ​ 7,891 ​ TCE rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time charter equivalent rate ​ $ 50,462 ​ $ 34,669 ​ $ 39,606 ​ TCE rate excluding pool adjustment* ​ $ 50,395 ​ $ 34,668 ​ $ 40,313 ​ ​ * Adjusted for the effects of reallocations of pool profits in accordance with the pool participation agreements as a result of the actual speed and consumption performance of the vessels operating in the Helios Pool exceeding the originally estimated speed and consumption levels. ​ We determine operating days for each vessel based on the underlying vessel employment, including our vessels in the Helios Pool, or the Company Methodology.
For the year ended March 31, 2021, net cash used in financing activities consisted of the repurchase of common stock of $126.2 million, repayments of long-term debt of $99.4 million, and payments of financing costs of $4.2 million, partially offset by $55.4 million of proceeds from long-term debt borrowings.
For the year ended March 31, 2023, net cash used in financing activities consisted of repayments of long-term debt of $352.5 million, dividends paid of $220.6 million, payments of financing costs of $6.5 million, and repurchases of common stock totaling of $1.7 million, partially offset by $346 million of proceeds from long-term debt borrowings.
The decrease is primarily attributable to a reduction of average TCE rates partially offset by an increase in fleet utilization. Average TCE rates of $34,669 for the year ended March 31, 2022 decreased $4,937 from $39,606 for the year ended March 31, 2021, primarily due to higher bunker prices along with slightly reduced spot rates.
The increase is primarily attributable to increased average TCE rates and a slight increase in fleet utilization. Average TCE rates of $50,462 for the year ended March 31, 2023 increased $15,793 from $34,669 for the year ended March 31, 2022, primarily due to higher spot rates partially offset by higher bunker prices.
We spend significant amounts for scheduled drydocking (including the cost of classification society surveys) for each of our vessels. ​ As our vessels age and our fleet expands, our drydocking expenses will increase.
We spend significant amounts for scheduled drydocking (including the cost of classification society surveys) for each of our vessels. ​ On March 31, 2023, we took delivery of our newbuilding dual-fuel VLGC, Captain Markos , from the shipyard of Kawasaki Heavy Industries. As our vessels age and our fleet expands, our drydocking expenses will increase.
Net cash provided by operating activities for the year ended March 31, 2022 was $118.7 million compared with $170.6 million for the year ended March 31, 2021.
Net cash provided by operating activities for the year ended March 31, 2023 was $224.1 million compared with $118.7 million for the year ended March 31, 2022. The increase is primarily related to an increase in operating income.
There is no assurance that we will be able to obtain any such financing or modifications to our existing credit facility and financing arrangements on terms acceptable to us, or at all.
There is no assurance that we 77 Table of Contents will be able to obtain any such financing or modifications to our existing credit facility and financing arrangements on terms acceptable to us, or at all. ​ On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares under the 2022 Common Share Repurchase Authority.
Such adjustments have been and could be material in the future. ​ Results of Operations For The Year Ended March 31, 2022 As Compared To The Year Ended March 31, 2021 ​ Revenues ​ The following table compares revenues for the years ended March 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase / ​ Percent ​ ​ 2022 2021 (Decrease) Change ​ Net pool revenues—related party $ 246,305,480 $ 292,679,614 $ (46,374,134) ​ (15.8) % Time charter revenues ​ 22,377,211 ​ 19,492,595 ​ 2,884,616 ​ 14.8 % Other revenues, net ​ 5,538,757 ​ 3,766,603 ​ 1,772,154 ​ 47.0 % Total $ 274,221,448 $ 315,938,812 $ (41,717,364) ​ (13.2) % ​ Revenues, which represent net pool revenues—related party, time charters and other revenues, net, were $274.2 million for the year ended March 31, 2022, a decrease of $41.7 million, or 13.2%, from $315.9 million for the year ended 71 Table of Contents March 31, 2021.
Such adjustments have been and could be material in the future. ​ Results of Operations For The Year Ended March 31, 2023 As Compared To The Year Ended March 31, 2022 ​ Revenues ​ The following table compares revenues for the years ended March 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase / ​ Percent ​ ​ 2023 2022 (Decrease) Change ​ Net pool revenues—related party $ 364,548,262 $ 246,305,480 $ 118,242,782 ​ 48.0 % Time charter revenues ​ 22,709,620 ​ 22,377,211 ​ 332,409 ​ 1.5 % Other revenues, net ​ 2,491,333 ​ 5,538,757 ​ (3,047,424) ​ (55.0) % Total $ 389,749,215 $ 274,221,448 $ 115,527,767 ​ 42.1 % ​ Revenues, which represent net pool revenues—related party, time charters and other revenues, net, were $389.7 million for the year ended March 31, 2023, an increase of $115.5 million, or 42.1%, from $274.2 million for the year ended 73 Table of Contents March 31, 2022.
On February 2, 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common shares under the 2022 Common Share Repurchase Authority, under which purchases may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods.
Under this authorization, when in force, purchases were and may be made at our discretion in the form of open market repurchase programs, privately negotiated transactions, accelerated share repurchase programs or a combination of these methods.
The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton), from Singapore and Fujairah increased from $365 during the year ended March 31, 2021 to $609 during the year ended March 31, 2022.
The average price of very low sulfur fuel oil (expressed as U.S. dollars per metric ton) from Singapore and Fujairah increased from $609 during the year ended March 31, 2022, to $773 during the year ended March 31, 2023.Our fleet utilization increased from 94.9% during the year ended March 31, 2022 to 95.0% during the year ended March 31, 2023. ​ Charter Hire Expenses ​ Charter hire expenses for the vessels chartered in from third parties were $23.2 million for the year ended March 31, 2023 compared to $16.3 million for the year ended March 31, 2022.
The decrease of $1.8 million, or 10.3%, was mainly caused by a decrease in time chartered-in days from 740 for the year ended March 31, 2021 to 579 for the year ended March 31, 2022, due to the redelivery of one time chartered in vessel during the period, partially offset by a slightly higher charter rate on the vessel chartered in during October 2021. ​ Vessel Operating Expenses ​ Vessel operating expenses were $74.2 million during the year ended March 31, 2022, or $9,538 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time period for the vessels that were in our fleet.
The increase of $6.9 million, or 42.6%, was mainly caused by an increase in time chartered-in days from 579 for the year ended March 31, 2022 to 791 for the year ended March 31, 2023 and an increase in average time charter in expense per day from $28,093 for the year ended March 31, 2022 to $29,323 per day for the year ended March 31, 2023. ​ Vessel Operating Expenses ​ Vessel operating expenses were $71.5 million during the year ended March 31, 2023, or $9,793 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time period for the vessels that were in our fleet.
For the year ended March 31, 2021, net cash provided by investing activities was comprised of $15.0 million in proceeds from the maturity of short-term investments, partially offset by our capital expenditures of $9.5 million and $4.7 million in purchases of investment securities.
For the year ended March 31, 2023, net cash used in investing activities was comprised of $68.8 million in payments for vessels and vessel capital expenditures, and $11.3 million in purchases of U.S. treasury notes, partially offset by $3.7 million in proceeds from the sale of investment securities.
Our fleet currently consists of twenty-two VLGCs, including nineteen new fuel-efficient 84,000 cbm ECO VLGCs, one 82,000 cbm VLGC, and two time chartered-in VLGCs. ​ Our nineteen ECO VLGCs, which incorporate fuel efficiency and emission-reducing technologies and certain custom features, were acquired by us for an aggregate purchase price of $1.4 billion and delivered to us between July 2014 and February 2016, seventeen of which were delivered during calendar year 2015 or later. ​ On April 1, 2015, Dorian and Phoenix began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under a variable rate time charter to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared.
Two of our four time chartered-in VLGCs are dual-fuel Panamax design and one of the time chartered-in VLGCs is scrubber-equipped. ​ On April 1, 2015, Dorian and Phoenix began operations of the Helios Pool, which entered into pool participation agreements for the purpose of establishing and operating, as charterer, under a variable rate time charter to be entered into with owners or disponent owners of VLGCs, a commercial pool of VLGCs whereby revenues and expenses are shared.
This debt financing has a floating interest rate of three-month SOFR plus a margin of 2.45%, not including financing costs of $0.3 million, monthly broker commission fees of 1.25% over the 10-year term on interest and principal payments made, broker commission fees of 0.5% on the exercise of the purchase option or obligation excluding the Cougar Deposit, and a quarterly fixed straight-line principal obligation of approximately $0.9 million over the 10-year term with a balloon payment of $14.0 million. ​ Vessel Deployment—Spot Voyages, Time Charters, COAs, and Pooling Arrangements ​ We seek to employ our vessels in a manner that maximizes fleet utilization and earnings upside through our chartering strategy in line with our goal of maximizing shareholder value and returning capital to shareholders when appropriate, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates in the future.
We paid $40.1 million on May 22, 2023 and the remaining $0.3 million is deferred until certain shares of restricted stock vest. ​ Vessel Deployment—Spot Voyages, Time Charters, COAs, and Pooling Arrangements ​ We seek to employ our vessels in a manner that maximizes fleet utilization and earnings upside through our chartering strategy in line with our goal of maximizing shareholder value and returning capital to shareholders when appropriate, taking into account fluctuations in freight rates in the market and our own views on the direction of those rates in the future.
As of the date of this Annual Report we have repurchased 0.1 million aggregate amount of our common shares under the 2022 Common Share Repurchase Authority at an average price of $15.00 per share. ​ On July 30, 2021, we announced that our Board of Directors declared a cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on August 9, 2021, totaling $40.4 million.
We paid $99.7 million on June 2, 2022, with the remaining $0.6 million deferred until certain shares of restricted stock vest. ​ On June 15, 2022, we paid $0.2 million of dividends that were deferred until the vesting of certain restricted stock. ​ On August 3, 2022, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on August 15, 2022, totaling $40.3 million.
We expect to pay $99.7 million on or about June 2, 2022 and the remaining $0.6 million will be deferred until certain shares of restricted stock vest. ​ These were irregular dividends.
We paid $40.1 million on May 22, 2023 and the remaining $0.3 million is deferred until certain shares of restricted stock vest. ​ These were irregular dividends.
The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interest of our shareholders, and market conditions. We are not obligated to make any common share repurchases.
The actual amount and timing of share repurchases are subject to capital availability, our determination that share repurchases are in the best interest of our shareholders, and market conditions. As of March 31, 2023, our total purchases under the 2022 Common Share Repurchase Authority totaled 50,000 shares for an aggregate consideration of $0.7 million.
The repurchase transaction was completed on January 26, 2022. 76 Table of Contents ​ On February 16, 2022, we completed the sale of our 2008-built VLGC Captain Nicholas ML and received proceeds net of commission and fees of $48.0 million. ​ On April 21, 2022, we prepaid $25.0 million of the 2015 AR Facility’s then outstanding principal using cash on hand, consisting of $11.1 million of the commercial tranche, $11.1 million of the KEXIM direct tranche, and $2.8 million of the K-sure insured tranche (defined below). ​ On May 19, 2022, we received $29.9 million in net proceeds related to the refinancing of our 2015-built VLGC, Cougar . ​ As part of our growth strategy, we will continue to consider strategic opportunities, including the acquisition or charter-in of additional vessels.
Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. ​ 78 Table of Contents On April 21, 2022, we prepaid $25.0 million of the 2015 AR Facility’s then outstanding principal using cash on hand, consisting of $11.1 million of the commercial tranche, $11.1 million of the KEXIM direct tranche, and $2.8 million of the K-sure insured tranche (defined below). ​ On May 19, 2022, we received $29.9 million in net proceeds related to the refinancing of our 2015-built VLGC, Cougar . ​ On July 21, 2022, we repurchased Corvette for $42.2 million in cash and the application of the deposit amount of $14.0 million.
This was a decrease of $4.0 million, or 5.1%, from $78.2 million, or $9,741 per vessel per calendar day, for the year ended March 31, 2021. The decrease in vessel operating expenses was primarily the result of a $2.9 million, or $359 per vessel per calendar day, decrease in non-capitalizable operating expenses related to the drydocking of vessels.
This was a decrease of $2.7 million, or 3.6%, from $74.2 million, or $9,538 per vessel per calendar day, for the year ended March 31, 2022.
Risk Factors—Risks Relating to Our Company—We may incur increasing costs for the drydocking, maintenance or replacement of our vessels as they age, and, as our vessels age, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.” ​ On March 31, 2021, we entered into a thirteen year bareboat agreement to charter-in a newbuilding dual-fuel VLGC that is expected to be delivered from Kawasaki Heavy Industries in March 2023.
Risk Factors—Risks Relating to Our Company—We may incur 80 Table of Contents increasing costs for the drydocking, maintenance or replacement of our vessels as they age, and, as our vessels age, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.” ​ Description of Our Debt Obligations ​ See Note 9 to our consolidated financial statements included herein for a description of our debt obligations. ​ Recent Accounting Pronouncements ​ Refer to Note 2 of our consolidated financial statements included herein. ​
The decreases were partially offset by an increase of $1.2 million in amortization of deferred financing fees driven by accelerated amortization related to our refinancings completed during the year. Average indebtedness, excluding deferred financing fees, decreased from $633.7 million for the year ended March 31, 2021 to $609.0 million for the year ended March 31, 2022.
The increase in interest on our long-term debt was driven by an increase in average interest rates due to rising SOFR on our floating-rate long-term debt, and an increase in average indebtedness, excluding deferred financing fees, from $609.0 million for the year ended March 31, 2022 to $649.0 million for the year ended 74 Table of Contents March 31, 2023.
Business—Our Fleet” above for more information. ​ 63 Table of Contents Recent Developments ​ Prepayment of the 2015 AR Facility ​ On April 21, 2022, we prepaid $25.0 million of the 2015 AR Facility’s then outstanding principal using cash on hand, consisting of $11.1 million of the commercial tranche, $11.1 million of the KEXIM direct tranche, and $2.8 million of the Korea Trade Insurance Corporation (“K-sure”) insured tranche. ​ Dividend ​ On May 5, 2022, we announced that our Board of Directors declared a cash dividend of $2.50 per share of the Company’s common stock to all shareholders of record as of the close of business on May 16, 2022, totaling $100.3 million.
Business—Our Fleet” above for more information. ​ Recent Development ​ On April 26, 2023, we announced that our Board of Directors has declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on May 8, 2023, totaling $40.4 million.
We may choose to pursue such opportunities through internal growth, joint ventures, business acquisitions, or other transactions.
We have early buyout options beginning March 31, 2028. ​ As part of our growth strategy, we will continue to consider strategic opportunities, including the acquisition or charter-in of additional vessels. We may choose to pursue such opportunities through internal growth, joint ventures, business acquisitions, or other transactions.
The favorable $3.9 million difference is primarily attributable to a $6.5 million 72 Table of Contents increase in favorable fair value changes to our interest rate swaps resulting from changes in forward LIBOR yield curves and certain of our swaps maturing, partially offset by a decrease of $2.6 million in favorable changes to our FFA positions during the year ended March 31, 2021 that did not recur in the current period. ​ Realized Loss on Derivatives ​ Realized loss on derivatives was $3.5 million for the year ended March 31, 2022, compared to $4.6 million for the year ended March 31, 2021.
The $8.3 million difference is primarily attributable to reductions in notional amounts and an unfavorable change in forward SOFR yield curves (forward LIBOR curves in the prior period). ​ Realized Gain/(Loss) on Derivatives ​ Realized gain on derivatives was $3.8 million for the year ended March 31, 2023, compared to a realized loss of $3.5 million for the year ended March 31, 2022.
Adjusting for the non-capitalizable drydocking costs, vessel operating expenses per vessel per calendar day increased $156 during the year ended March 31, 2022, mainly due to increased COVID-19 related expenses driving an increase in crew wages and related costs, particularly in crew travel and medical costs. ​ General and Administrative Expenses ​ General and administrative expenses were $30.2 million for the year ended March 31, 2022, a decrease of $3.7 million, or 10.8%, from $33.9 million for the year ended March 31, 2021.
Also included in the $2.7 million decrease was a $1.3 million, or $160 per vessel per calendar day, decrease in operating expenses related to the drydocking of vessels including repairs and maintenance, spares and stores, coolant costs, and other drydocking related operating expenses. ​ On a per vessel per calendar day basis, vessel operating expenses increased modestly by $255 per vessel per calendar day, from $9,538 for the year ended March 31, 2022 to $9,793 per vessel per calendar day for the year ended March 31, 2023.
Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and classification society survey costs. Further, in October 2016, the International Maritime Organization (the “IMO”) set January 1, 2020 as the implementation date for vessels to comply with its low sulfur fuel oil requirement, which cuts sulfur levels from 3.5% to 0.5%.
Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking and classification society survey costs.
The favorable $1.1 million change is primarily attributable to (i) unfavorable settlements of $0.8 million on our FFA positions during the year ended March 31, 2021 that did not recur in the year ended March 31, 2022, and (ii) a $0.3 million reduction of realized losses on our interest rate swaps. ​ Gain on Disposal of Vessels Gain on disposal of vessels amounted to $7.3 million for the year ended March 31, 2022 and was attributable to the sales of Captain Markos NL and Captain Nicholas ML.
The favorable $7.3 million difference is due to an increase in floating SOFR resulting in the realized gain on our interest rate swaps. ​ Gain on Disposal of Vessels There was no gain on disposal of vessels for the year ended March 31, 2023.
The decrease of $0.5 million during the year ended March 31, 2022 was due to (i) a decrease of $1.5 million in interest incurred on our long-term debt, primarily resulting from a decrease in average indebtedness and a reduced margin on the commercial tranche of the 2015 AR Facility due to our Security Leverage Ratio being less than 40%, partially offset by the payment of certain fees and expenses related to prepayment of amounts incurred in conjunction with the refinancings of six of our VLGCs during the period, and (ii) capitalized interest totaling $0.3 million in the year ended March 31, 2022.
The increase of $10.7 million during the year ended March 31, 2023 was driven by increases of $11.3 million in interest incurred on our long-term debt and $0.8 million in loan expenses. This was partially offset by an increase of $1.1 million in capitalized interest and a decrease of $0.3 million in amortization of financing costs.
Removed
We expect to pay $99.7 million on or about June 2, 2022 and the remaining $0.6 million will be deferred until certain shares of restricted stock vest. ​ Cougar Japanese Financing ​ On May 19, 2022, we refinanced a 2015-built VLGC, the Cougar , pursuant to a memorandum of agreement and a bareboat charter agreement.
Added
Our fleet currently consists of twenty-five VLGCs, including one dual-fuel ECO VLGC, nineteen ECO VLGCs, one modern VLGC, and four time chartered-in VLGCs. ​ Our dual-fuel ECO VLGC was delivered to us in March 2023.
Removed
In connection therewith, we transferred the Cougar to the buyer for $70.0 million and, as part of the agreement, Dorian Shanghai LPG Transport LLC, our wholly-owned subsidiary, bareboat-chartered the vessel back for a period of 10 years, with purchase options from the end of year three onwards with a mandatory buyout by 2032.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+3 added−1 removed11 unchanged
Biggest changeOur debt agreement currently contains interest rates that fluctuate with LIBOR and may in the future transition to another floating interest rate, such as SOFR . We have entered into interest rate swap agreements to hedge a majority of our exposure to fluctuations of interest rate risk associated with our 2015 AR Facility.
Biggest changeOur debt agreement currently contains interest rates that fluctuate with SOFR. We have entered into interest rate swap agreements to hedge a majority of our exposure to fluctuations of interest rate risk associated with our 2022 Debt Facility.
If this shortage were to continue or worsen, it may impair our ability to operate and could have an adverse effect on our business, financial condition and operating results. Inflationary pressures on bunker (fuel and oil) costs could have a material effect on our future operations if the number of vessels employed on voyage charters increases.
If this shortage were to continue or worsen, it may impair our ability to operate and could have an adverse effect on our business, financial condition and operating results. Inflationary pressures on bunker (fuel and oil) costs could have a material effect on our future operations 81 Table of Contents if the number of vessels employed on voyage charters increases.
The usage of such derivatives can lead to fluctuations in our reported results from operations on a period-to-period basis. 79 Table of Contents Generally, freight derivatives may be used to hedge our exposure to the spot market for a specified route and period of time.
The usage of such derivatives can lead to fluctuations in our reported results from operations on a period-to-period basis. Generally, freight derivatives may be used to hedge our exposure to the spot market for a specified route and period of time.
For the year ended March 31, 2022, 23% of our expenses (excluding depreciation and amortization, interest and finance costs and gain/loss on derivatives), were in currencies other than the U.S. dollar, and as a result we expect the foreign exchange risk associated with these operating expenses to be immaterial.
For the year ended March 31, 2023, 25% of our expenses (excluding depreciation and amortization, interest and finance costs and gain/loss on derivatives), were in currencies other than the U.S. dollar, and as a result we expect the foreign exchange risk associated with these operating expenses to be immaterial.
See Notes 10 and 20 to our consolidated financial statements included herein for a description of our debt obligations and interest rate swaps, respectively. ​ Foreign Currency Exchange Rate Risk ​ Our primary economic environment is the international LPG shipping market. This market utilizes the U.S. dollar as its functional currency.
See Notes 9 and 19 to our consolidated financial statements included herein for a description of our debt obligations and interest rate swaps, respectively. ​ Foreign Currency Exchange Rate Risk ​ Our primary economic environment is the international LPG shipping market. This market utilizes the U.S. dollar as its functional currency.
As of March 31, 2022, we had no outstanding FFA positions. ​
As of March 31, 2023, we had no outstanding FFA positions. ​
For the 12 months following March 31, 2022, a hypothetical increase or decrease of 20 basis points in the underlying LIBOR rates would result in an increase or decrease of our interest expense on our unhedged interest-bearing debt by less than $0.1 million assuming all other variables are held constant.
For the 12 months following March 31, 2023, a hypothetical increase or decrease of 20 basis points in the underlying SOFR rates would result in an increase or decrease of our interest expense on our unhedged interest-bearing debt by $0.3 million assuming all other variables are held constant.
We have hedged $235.0 million of amortizing principal as of March 31, 2022 and thus increasing interest rates could adversely impact our future earnings.
We have hedged $183.5 million of amortizing principal as of March 31, 2023 and thus increasing interest rates could adversely impact our future earnings.
Removed
Risk Factors—Changes in fuel, or bunker, prices may adversely affect profits.” ​ Forward Freight Agreements ​ From time to time, we may take hedging or speculative positions in derivative instruments, including FFAs.
Added
Risk Factors—Changes in fuel, or bunker, prices may adversely affect profits.” ​ Although inflation has had a moderate impact on our vessel operating expenses, insurance and corporate overheads, management does not consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment.
Added
LPG transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs.
Added
However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn. ​ Forward Freight Agreements ​ From time to time, we may take hedging or speculative positions in derivative instruments, including FFAs.

Other LPG 10-K year-over-year comparisons