DYNAGAS LNG PARTNERS LP
Consolidated Balance Sheets
As of June 30, 2016 (unaudited) and December 31, 2015
(Expressed in thousands of U.S. Dollars—except for unit data)
|
|
Note
|
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
$
|
57,248
|
|
|
$
|
24,293
|
|
Trade receivables
|
|
|
|
|
|
273
|
|
|
|
103
|
|
Prepayments and other assets
|
|
|
|
|
|
1,135
|
|
|
|
610
|
|
Inventories
|
|
|
|
|
|
905
|
|
|
|
348
|
|
Due from related party
|
|
|
3
|
|
|
|
384
|
|
|
|
460
|
|
Total current assets
|
|
|
|
|
|
|
59,945
|
|
|
|
25,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS, NET:
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessels, net
|
|
|
4
|
|
|
|
1,022,902
|
|
|
|
1,036,157
|
|
Total fixed assets, net
|
|
|
|
|
|
|
1,022,902
|
|
|
|
1,036,157
|
|
OTHER NON CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
5
|
|
|
|
25,000
|
|
|
|
25,000
|
|
Due from related party
|
|
|
3
|
|
|
|
1,350
|
|
|
|
1,350
|
|
Above-market acquired time charter contract
|
|
|
7
|
|
|
|
16,168
|
|
|
|
19,782
|
|
Total assets
|
|
|
|
|
|
$
|
1,125,365
|
|
|
$
|
1,108,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt, net of deferred financing fees
|
|
|
5
|
|
|
$
|
31,654
|
|
|
$
|
27,467
|
|
Trade payables
|
|
|
|
|
|
|
4,857
|
|
|
|
4,935
|
|
Due to related party, current
|
|
|
3
|
|
|
|
328
|
|
|
|
230
|
|
Accrued liabilities
|
|
|
|
|
|
|
3,786
|
|
|
|
3,595
|
|
Unearned revenue
|
|
|
|
|
|
|
15,126
|
|
|
|
15,126
|
|
Total current liabilities
|
|
|
|
|
|
|
55,751
|
|
|
|
51,353
|
|
NON-CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue
|
|
|
|
|
|
|
1,065
|
|
|
|
1,094
|
|
Due to related party, non-current
|
|
|
3
|
|
|
|
—
|
|
|
|
35,000
|
|
Long-term debt, net of current portion and deferred financing fees
|
|
|
5
|
|
|
|
700,038
|
|
|
|
652,818
|
|
Total non-current liabilities
|
|
|
|
|
|
|
701,103
|
|
|
|
688,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
8
|
|
|
|
—
|
|
|
|
—
|
|
PARTNERS' EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common unitholders (unlimited authorized; 20,505,000 units issued and outstanding as at June 30, 2016 and December 31, 2015)
|
|
|
9
|
|
|
|
303,342
|
|
|
|
302,954
|
|
Preferred unitholders (3,450,000 authorized; 3,000,000 Series A Preferred Units issued and outstanding as at June 30, 2016 and December 31, 2015)
|
|
|
9
|
|
|
|
73,216
|
|
|
|
73,216
|
|
Subordinated unitholders (14,985,000 units issued and outstanding as at June 30, 2016 and December 31, 2015)
|
|
|
9
|
|
|
|
(8,143
|
)
|
|
|
(8,427
|
)
|
General Partner (35,526 units issued and outstanding as at June 30, 2016 and December 31, 2015)
|
|
|
9
|
|
|
|
96
|
|
|
|
95
|
|
Total partners' equity
|
|
|
|
|
|
|
368,511
|
|
|
|
367,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and partners' equity
|
|
|
|
|
|
$
|
1,125,365
|
|
|
$
|
1,108,103
|
|
The accompanying notes are an integral part of these consolidated financial statements.
DYNAGAS LNG PARTNERS LP
Unaudited Interim Condensed Consolidated Statements of Income
For the six month periods ended June 30, 2016 and 2015
(Expressed in thousands of U.S. Dollars—except for unit and per unit data)
|
|
|
|
|
Six months ended June 30,
|
|
|
|
Note
|
|
|
2016
|
|
|
2015
|
|
REVENUES:
|
|
|
|
|
|
|
|
|
|
Voyage revenues
|
|
|
|
|
$
|
85,379
|
|
|
$
|
71,171
|
|
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses (including related party)
|
|
|
|
|
|
(1,464
|
)
|
|
|
(1,341
|
)
|
Vessel operating expenses
|
|
|
|
|
|
(13,020
|
)
|
|
|
(11,474
|
)
|
General and administrative expenses (including related party)
|
|
|
|
|
|
(1,074
|
)
|
|
|
(939
|
)
|
Management fees-related party
|
|
|
3
|
|
|
|
(2,983
|
)
|
|
|
(2,400
|
)
|
Depreciation
|
|
|
4
|
|
|
|
(15,111
|
)
|
|
|
(12,003
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
|
|
$
|
51,727
|
|
|
$
|
43,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME/(EXPENSES):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and finance costs
|
|
|
5, 11
|
|
|
|
(17,405
|
)
|
|
|
(13,848
|
)
|
Interest income
|
|
|
|
|
|
|
—
|
|
|
|
34
|
|
Other, net
|
|
|
|
|
|
|
(221
|
)
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses
|
|
|
|
|
|
|
(17,626
|
)
|
|
|
(13,833
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partnership's Net Income
|
|
|
|
|
|
$
|
34,101
|
|
|
$
|
29,181
|
|
Common unitholders' interest in Net Income
|
|
|
|
|
|
$
|
17,715
|
|
|
$
|
16,823
|
|
Preferred unitholders' interest in Net Income
|
|
|
|
|
|
$
|
3,375
|
|
|
$
|
—
|
|
Subordinated unitholders' interest in Net Income
|
|
|
|
|
|
$
|
12,946
|
|
|
$
|
12,295
|
|
General Partner's interest in Net Income
|
|
|
|
|
|
$
|
65
|
|
|
$
|
63
|
|
Earnings per unit, basic and diluted:
|
|
|
10
|
|
|
|
|
|
|
|
|
|
Common unit (basic and diluted)
|
|
|
|
|
|
$
|
0.86
|
|
|
$
|
0.82
|
|
Weighted average number of units outstanding, basic and diluted:
|
|
|
10
|
|
|
|
|
|
|
|
|
|
Common units
|
|
|
|
|
|
|
20,505,000
|
|
|
|
20,505,000
|
|
The accompanying notes are an integral part of these consolidated financial statements.
DYNAGAS LNG PARTNERS LP
Unaudited Interim Consolidated Statements of Cash Flows
For the six months ended June 30, 2016 and 2015
(Expressed in thousands of U.S. Dollars)
|
|
|
|
|
Six months ended June 30,
|
|
|
|
Note
|
|
|
2016
|
|
|
2015
|
|
Cash flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
$
|
34,101
|
|
|
$
|
29,181
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
15,111
|
|
|
|
12,003
|
|
Amortization of deferred financing fees
|
|
|
11
|
|
|
|
990
|
|
|
|
770
|
|
Deferred revenue amortization
|
|
|
|
|
|
|
(29
|
)
|
|
|
637
|
|
Amortization of fair value of acquired time charters
|
|
|
7
|
|
|
|
3,614
|
|
|
|
—
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
|
|
|
(170
|
)
|
|
|
(853
|
)
|
Prepayments and other assets
|
|
|
|
|
|
|
(525
|
)
|
|
|
(170
|
)
|
Inventories
|
|
|
|
|
|
|
(557
|
)
|
|
|
71
|
|
Due from/to related party
|
|
|
|
|
|
|
174
|
|
|
|
514
|
|
Trade payables
|
|
|
|
|
|
|
399
|
|
|
|
316
|
|
Accrued liabilities
|
|
|
|
|
|
|
191
|
|
|
|
(143
|
)
|
Unearned revenue
|
|
|
|
|
|
|
—
|
|
|
|
(1,690
|
)
|
Net cash provided by Operating Activities
|
|
|
|
|
|
|
53,299
|
|
|
|
40,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessel Acquisitions and other additions to vessels' cost
|
|
|
3(c)
|
|
|
|
(37,178
|
)
|
|
|
—
|
|
Net cash used in Investing Activities
|
|
|
|
|
|
|
(37,178
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of preferred units issuance costs and other filing costs
|
|
|
|
|
|
|
(119
|
)
|
|
|
(65
|
)
|
Distributions declared and paid
|
|
|
|
|
|
|
(33,428
|
)
|
|
|
(30,053
|
)
|
Proceeds from long-term debt
|
|
|
|
|
|
|
66,667
|
|
|
|
—
|
|
Repayment of long-term debt
|
|
|
|
|
|
|
(16,250
|
)
|
|
|
(10,000
|
)
|
Payment of deferred finance fees
|
|
|
|
|
|
|
(36
|
)
|
|
|
(11
|
)
|
Net cash provided by/(used in) Financing Activities
|
|
|
|
|
|
|
16,834
|
|
|
|
(40,129
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
|
|
|
|
32,955
|
|
|
|
507
|
|
Cash and cash equivalents at beginning of the period
|
|
|
|
|
|
|
24,293
|
|
|
|
11,949
|
|
Cash and cash equivalents at end of the period
|
|
|
|
|
|
$
|
57,248
|
|
|
$
|
12,456
|
|
The accompanying notes are an integral part of these consolidated financial statements.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
1. Basis of Presentation and General Information:
Dynagas LNG Partners LP ("Dynagas Partners" or the "Partnership") was incorporated as a limited Partnership on May 30, 2013, under the laws of the Republic of the Marshall Islands. On November 18 2013, the Partnership successfully completed its initial public offering (the "IPO") on the NASDAQ Global Select Market, whereas, on December 29, 2014, the Partnership's common units ceased trading on NASDAQ and, on December 30, 2014, commenced trading on the New York Stock Exchange (NYSE).
The Partnership is engaged in the seaborne transportation industry through the ownership and operation of high specification liquefied natural gas ("LNG") carrier vessels and is the sole owner of all outstanding shares or units of the following subsidiaries as of June 30, 2016:
Vessel Owning Subsidiaries:
Company Name
|
Country of incorporation
|
Vessel Name
|
Delivery Date to Partnership
|
Year Built
|
Cbm Capacity
|
Pegasus Shipholding S.A. ("Pegasus")
|
Marshall Islands
|
Clean Energy
|
March 2007
|
2007
|
149,700
|
Lance Shipping S.A.
("Lance")
|
Marshall Islands
|
Ob River
|
July 2007
|
2007
|
149,700
|
Seacrown Maritime Ltd.
("Seacrown")
|
Marshall Islands
|
Amur River
|
January 2008
|
2008
|
149,700
|
Fareastern Shipping Limited
("Fareastern")
|
Malta
|
Arctic Aurora
|
June 2014
|
2013
|
155,000
|
Navajo Marine Limited
("Navajo")
|
Marshall Islands
|
Yenisei River
|
September 2014
|
2013
|
155,000
|
Solana Holding Ltd.
("Solana")
|
Marshall Islands
|
Lena River
|
December 2015
|
2013
|
155,000
|
Non-Vessel Owning Subsidiaries:
Company Name
|
Country of incorporation
|
Purpose of incorporation
|
Quinta Group Corp. ("Quinta")
|
Nevis
|
Holding company that owns all of the outstanding capital stock of Pegasus.
|
Pelta Holdings S.A. ("Pelta")
|
Nevis
|
Holding company that owns all of the outstanding capital stock of Lance.
|
Dynagas Equity Holding Limited ("Dynagas Equity")
|
Liberia
|
Holding company that owns all of the outstanding capital stock of Quinta, Pelta, Seacrown, Fareastern, Navajo, Solana and Arctic LNG.
|
Dynagas Operating GP LLC.
("Dynagas Operating GP")
|
Marshall Islands
|
Limited Liability Company, in which the Partnership holds 100% membership interests and that has 100% of the Non-Economic General Partner Interest in Dynagas Operating LP.
|
Dynagas Operating LP.
("Dynagas Operating")
|
Marshall Islands
|
Limited partnership in which the Partnership holds 100% percentage interests.
|
Dynagas Finance Inc.
("Dynagas Finance")
|
Marshall Islands
|
Wholly owned subsidiary of the Partnership whose activities are limited to co-issuing the Notes discussed under Note 5 and engaging in other activities incidental thereto.
|
Arctic LNG Carriers Ltd. ("Arctic LNG")
|
Marshall Islands
|
Wholly owned subsidiary of Dynagas Equity that currently has no operations in place nor is it engaged in any other activities.
|
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
1. Basis of Presentation and General Information (continued):
The technical, administrative and commercial management of the Partnership's fleet is performed by Dynagas Ltd. ("Dynagas" or the "Manager"), a related company, wholly owned by Mr. George Prokopiou, the Partnership's Chairman of the Board of Directors (Note 3(a)).
As of June 30, 2016, Dynagas Holding Ltd. ("Dynagas Holding" or the "Sponsor"), an entity beneficially owned by Mr. George Prokopiou, the Partnership's Chairman and major unitholder, and his close family members, held 44.0% of the outstanding equity interests in the Partnership (excluding the Series A Preferred Units, which, generally, have no voting rights), including the 0.1% General Partner interest retained by it, as the General Partner is as well owned and controlled by the Partnership's Sponsor.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America ("U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission (or "SEC") for interim financial reporting. The unaudited interim consolidated financial statements include the accounts of Dynagas Partners and its wholly-owned subsidiaries, referred to above. All intercompany balances and transactions have been eliminated upon consolidation.
These financial statements and accompanying notes should be read in conjunction with the Partnership's audited consolidated financial statements for the year ended December 31, 2015 and footnotes thereto included in its Annual Report on Form 20-F, filed with the SEC on April 18, 2016. In the opinion of the Partnership's management, all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of financial position, operating results and cash flows have been included in the financial statements for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
2. Significant Accounting Policies and Recent Accounting Pronouncements:
A summary of the Partnership's significant accounting policies can be found in the Partnership's consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2015, filed with the Securities and Exchange Commission on April 18, 2016. There have been no material changes to these policies in the six month period ended June 30, 2016.
During the six month periods ended June 30, 2016 and 2015, charterers that individually accounted for more than 10% of the Partnership's revenues were as follows:
Charterer
|
|
|
2016
|
|
|
2015
|
|
A
|
|
|
|
|
67
|
%
|
|
|
44
|
%
|
B
|
|
|
|
|
17
|
%
|
|
|
37
|
%
|
C
|
|
|
|
|
16
|
%
|
|
|
19
|
%
|
|
|
|
|
|
100
|
%
|
|
|
100
|
%
|
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
2. Significant Accounting Policies and Recent Accounting Pronouncements (continued):
On January 1, 2016, the Company adopted
Accounting Standards Update (ASU) 2015-02
Consolidation (Topic 810),Amendments to the Consolidation Analysis
effective for the fiscal year ending December 31, 2016 and interim periods within this fiscal year. The guidance eliminates the deferral of FAS 167, which has allowed entities with interests in certain investment funds to follow the previous consolidation guidance in FIN 46(R), and makes other changes to both the variable interest model and the voting model. While the guidance is aimed at asset managers, affects all reporting entities that have variable interests in other legal entities (e.g., limited partnerships, similar entities and certain corporations). In some cases, consolidation conclusions will change. In other cases, reporting entities will need to provide additional disclosures about entities that currently aren't considered variable interest entities ("VIEs") but will be considered VIEs under the new guidance provided they have a variable interest in those VIEs. The adoption of this guidance had no impact on the Company's results of operations, cash flows and net assets for any period.
On January 1, 2016, the Company adopted ASU 2015-06
Effects of Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions
. The amendments in this Update specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business for periods before the date of a dropdown of net assets accounted for as a common control transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The adoption of this update had no impact on the Company's results of operations, cash flows and net assets for any period.
Recent Accounting Pronouncements:
ASU 2014-15: In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. ASU 2014-15 provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 requires an entity's management to evaluate at each reporting period based on the relevant conditions and events that are known at the date when financial statements are issued, whether there are conditions or events, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and to disclose the necessary information. The guidance is effective for annual periods ending after December 15, 2016 and for annual periods and interim periods thereafter. Early application is permitted. Management is in the process of assessing the impact of the new standard on the Partnership's consolidated financial position and performance.
ASU 2015-11
:
In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 simplifies the subsequent measurement of inventory by replacing today's lower of cost or market test with a lower of cost and net realizable value test. The guidance applies only to inventories for which cost is determined by methods other than last-in first-out (LIFO) and the retail inventory method (RIM). Entities that use LIFO or RIM will continue to use existing impairment models. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance must be applied prospectively after the date of adoption. Management is in the process of assessing the impact of the new standard on the Partnership's consolidated financial position and performance.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
2. Significant Accounting Policies and Recent Accounting Pronouncements (continued):
ASU 2015-14: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will supersede the current revenue recognition guidance and outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The ASU 2014-09 was amended by ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date
, which was issued in August 2015. Public entities can now elect to defer implementation of ASU 2014-09 to interim and annual periods beginning after December 15, 2017. Additionally, ASU 2015-14 permits early adoption of the standard but not before the original effective date, i.e. annual period beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. Furthermore, in March 2016, April 2016 and May 2016, the FASB issued ASU 2016-08,
Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net),
ASU 2016-10
Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing
and ASU 2016-12
Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients,
respectively, which clarify the guidance in ASU 2014-09. The amendments in these updates have the same effective date and transition requirements as the original standard.Based on current circumstances, the adoption of this new standard is not expected to have a material effect on the Partnership's future or historical financial position, results of operations or cash flows. The Partnership will evaluate the impact that ASU 2014-09 and related amendments might have on its future consolidated financial statements, if relevant circumstances arise.
ASU 2016-01: In January 2016, the FASB issued ASU 2016-01, Financial Instruments- Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this Update affect all entities that hold financial assets or owe financial liabilities and address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. More precisely, the amendments in this Update i) require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee), ii) an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, iii) eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement for to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities, iv) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and v) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments to the FASB Accounting Standards Codification prescribed in this Update are not expected to have a material effect on the Partnership's future financial position.
ASU 2016-02: In February 2016, the FASB issued
ASU 2016-02, Leases (Topic 842) which provides new guidance related to accounting for leases and supersedes existing U.S. GAAP on lease accounting.
The ASU will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases, unless the lease is a short term lease.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
2. Significant Accounting Policies and Recent Accounting Pronouncements (continued):
Lessee accounting: A short term lease is defined in the ASU as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain
to exercise. The lease term is defined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with all of the following: periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option; and periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor.
For short term leases, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. Leases not considered short term
-
For all other leases, the lessee will be required to recognize the following at the commencement date of the lease: (1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. Reasonably certain is a high threshold that is consistent with and intended to be applied in the same way as the reasonably assured threshold in the current leases guidance. In addition, a lessee (and a lessor) should exclude most variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments.
Consistent with current guidance, the recognition, measurement and presentation in the statements of income and cash flows will depend on the lease's classification as finance or operating lease. For finance leases, a lessee is required to recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of income; and classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to recognize a single lease cost in the statement of income (which will include both the amortization of the right-of-use asset and the "interest" element associated with the lease liability), calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and classify all cash payments within operating activities in the statement of cash flows.
Lessor accounting: Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606,
Revenue from Contracts with Customers
.
Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach.
The adoption of this new standard is not expected to have a material effect on the Partnership's future or historical financial position, results of operations or cash flows.
ASU 2016-13: In June 2016, the FASB issued ASU 2016-13- Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For public entities, the amendments of this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted. Management is in the process of assessing the impact of the amendment of this Update on the Company's consolidated financial position and performance.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
3. Transactions with related parties:
During the six month periods ended June 30, 2016 and 2015, the Partnership incurred the following charges in connection with related party transactions, which are included in the accompanying unaudited interim condensed consolidated financial statements:
|
|
Six months ended June 30,
|
|
|
|
2016
|
|
|
2015
|
|
Included in voyage expenses
|
|
|
|
|
|
|
Charter hire commissions (a)
|
|
$
|
1,111
|
|
|
$
|
894
|
|
|
|
|
|
|
|
|
|
|
Included in general and administrative expenses
|
|
|
|
|
|
|
|
|
Executive services fee (d)
|
|
$
|
299
|
|
|
$
|
303
|
|
Administrative services fee (e)
|
|
$
|
60
|
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
Management fees-related party
|
|
|
|
|
|
|
|
|
Management fees (a)
|
|
$
|
2,983
|
|
|
$
|
2,400
|
|
As of June 30, 2016 and December 31, 2015, balances with related parties consisted of the following:
|
|
Period/Year ended
|
|
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
Assets:
|
|
|
|
|
|
|
Working capital advances granted to the Manager (a)
|
|
$
|
384
|
|
|
$
|
460
|
|
Security deposits to Manager (a)
|
|
$
|
1,350
|
|
|
$
|
1,350
|
|
|
|
|
|
|
|
|
|
|
Liabilities included in Due to related party:
|
|
|
|
|
|
|
|
|
Executive service charges due to Manager (d)
|
|
$
|
152
|
|
|
$
|
—
|
|
Administrative service charges due to Manager (e)
|
|
$
|
30
|
|
|
$
|
30
|
|
Other Partnership expenses due to Manager
|
|
$
|
146
|
|
|
$
|
200
|
|
Total liabilities due to related party, current
|
|
$
|
328
|
|
|
$
|
230
|
|
Credit financing balance due to Sponsor (c)
|
|
$
|
—
|
|
|
$
|
35,000
|
|
Total liabilities due to related party, non-current
|
|
$
|
—
|
|
|
$
|
35,000
|
|
(a) Dynagas Ltd.
The Partnership's vessels have entered into vessel management agreements with Dynagas, a company beneficially owned by the Partnership's Chairman. Pursuant to the terms of these agreements, the Manager provides each vessel-owning entity of the Partnership with management services, including, but not limited to, commercial, technical, crew, accounting and vessel administrative services in exchange for an initial fixed daily management fee of $2,500, for a period beginning upon vessel's delivery and until the termination of the agreement. The management agreements initially terminate on December 31, 2020 and shall, thereafter, automatically be extended in additional eight-year increments if notice of termination is not previously provided by the Partnership's vessel-owning subsidiaries. Beginning on the first calendar year after the commencement of the vessel management agreements and each calendar year thereafter, these fees are adjusted upwards by 3% until expiration of the management agreement, subject to further annual increases to reflect material unforeseen costs of providing the management services, by an amount to be agreed between the Partnership and the Manager, which amount will be reviewed and approved by the Partnership's conflicts committee. Under the terms of the management agreements, the Manager charges the Partnership for any additional capital expenditures, financial costs, operating expenses for the vessels and general and administrative expenses of the vessel owning subsidiaries of the Partnership that are not covered by the management fees.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
3. Transactions with related parties (continued):
For the six month periods ended June 30, 2016 and 2015, each vessel was charged with a daily management fee of $2,732 and $2,652, respectively. During the six month periods ended June 30, 2016 and 2015, management fees under the vessel management agreements amounted to $2,983 and $2,400, respectively, and are separately reflected in the accompanying unaudited interim condensed consolidated statements of income.
The management agreements also provide for:
(i)
|
a commission of 1.25% over charter-hire agreements arranged by the Manager and,
|
(ii)
|
a lump sum new-building supervision fee of $700 for the services rendered by the Manager in respect of the construction of the vessel plus out of pocket expenses.
|
The agreements will terminate automatically after a change of control of the owners and/or of the owners' ultimate parent, in which case an amount equal to the estimated remaining fees but in any case not less than for a period of at the least 36 months and not more than 60 months, will become payable to the Manager. As of June 30, 2016, based on the maximum period prescribed in the management agreements up to the initial termination period and the basic daily fee in effect during the six months ended June 30, 2016, such termination fee would approximately be $27.0 million.
The management agreements also provide for an advance equal to three months daily management fee. In the case of termination of the management agreements, prior to their eight year term, by any reason other than the Manager's default, the advance is not refundable. Such advances as of June 30, 2016 and December 31, 2015, amounted to $1,350 and are separately reflected in Non-Current Assets as Due from related party in the accompanying consolidated balance sheets.
In addition, the Manager performs payments for operating expenses with funds provided by the Partnership. As of June 30, 2016 and December 31, 2015, amounts of $384 and $460, respectively, were due from the Manager in relation to these working capital advances granted to it.
(b) Loan from related party
On November 18, 2013, upon the completion of its IPO, the Partnership entered into an interest free $30.0 million revolving credit facility with its Sponsor, with an original term of five years from the closing date, to be used for general Partnership purposes, including working capital. The facility may be drawn and be prepaid in whole or in part at any time during the life of the facility. No amounts have been drawn under the respective facility as of June 30, 2016 and December 31, 2015.
(c) Optional Vessel acquisitions from Sponsor/ Omnibus Agreement
On December 21, 2015, the Partnership completed the third dropdown from its Sponsor and acquired 100% of the ownership interests in the entity that owns and operates the
Lena River
, for an aggregate purchase price of $240.0 million. As part of this transaction, the Partnership acquired the
Lena River
and the related time charter. All of the other assets and liabilities relating to the Sponsor entities that owned the respective vessels did not form part of the purchase price and remained with entities associated with the seller entities. Following the Partnership's Annual General Meeting in October 2014, the respective transaction was no
longer accounted for as a common control transaction, instead, the value of the asset and the time charter acquired were accounted for as an asset acquisition.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
3. Transactions with related parties (continued):
At the closing date of the transaction, the Sponsor provided a $35.0 million interest free credit financing to the Partnership in respect of unsettled amounts in connection with the acquisition, which should be repaid by the Partnership on the first business day falling 180 after the delivery of the vessel or at any earlier date at the Partnership's option. The
Lena River
acquisition transaction balance due to Sponsor as of December 31, 2015, was repaid early in January 2016, from the $66.7 million remaining available funds drawn at the credit financing repayment date under a $200 million senior term loan facility, dated December 17, 2015, (the "$200 Million Term Loan Facility"), the initial proceeds of which were drawn in December 2015 in order to partially finance the respective acquisition (Note 5).
On April 12, 2016, the Partnership and its Sponsor entered into an amended and restated Omnibus Agreement to the initial agreement concluded at the time of completion of the Partnership's IPO, or the Amended Omnibus Agreement. The Amended Omnibus Agreement, among others, sets out i) the terms and the extent the Partnership and the Sponsor may compete each other, ii) the procedures to be followed for the exercise of the Partnership's option to acquire the Optional Vessels (as defined in the Omnibus Agreement), including the Partnership's right to acquire the Sponsor's ownership interest (which is currently 49.0%) in each of five joint venture entities, each of which owns a 172,000 cubic meter ARC 7 LNG carrier (or the "Additional Optional Vessels"), currently under construction, iii) certain rights of first offer to the Sponsor for the acquisition of LNG carriers from the Partnership and, iv) the Sponsor's provisions of certain indemnities to the Partnership.
As of June 30, 2016, the Partnership still retained the legal right to purchase from its' Sponsor four Optional Vessels, wholly owned by it, whereas, upon the execution of the Amended Omnibus Agreement, it has been also granted with the right, but not the obligation, to acquire from its Sponsor its ownership interest in the Additional Optional Vessels, after their respective delivery from the shipyard, at the period specified and as per the terms prescribed in the Amended Omnibus Agreement.
(d) Executive Services Agreement
On March 21, 2014, the Partnership entered into an executive services agreement with its Manager with retroactive effect from the IPO closing date, pursuant to which the Manager provides the Partnership the services of its executive officers, who report directly to the Board of Directors. Under the agreement, the Manager is entitled to an executive services fee of €538 per annum (or $597 on the basis of a Euro/US Dollar exchange rate of €1.0000/$1.1105 at June 30, 2016), payable in equal monthly installments. The agreement has an initial term of five years and automatically renews for successive five year terms unless terminated earlier. During the six month periods ended June 30, 2016 and 2015, executive service fees amounted to $299 and $303, respectively, and are included in general and administrative expenses in the accompanying unaudited interim condensed consolidated statements of income.
(e) Administrative Services Agreement
On December 30, 2014 and effective as of the IPO closing date, the Partnership entered into an administrative services agreement with its Manager, according to which the Partnership is provided with certain financial, accounting, reporting, secretarial and information technology services, for a monthly fee of $10, plus expenses, payable in quarterly installments. The agreement can be terminated upon 120 days' notice granted either by the Partnership's Board of Directors or by Dynagas. During both the six month periods ended June 30, 2016 and 2015 administrative service fees amounted to $60 and are included in general and administrative expenses in the accompanying unaudited interim condensed consolidated statements of income.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
4. Vessels, net:
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
|
|
Vessel
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net Book
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2015
|
|
$
|
1,165,645
|
|
|
$
|
(129,488
|
)
|
|
$
|
1,036,157
|
|
—Other additions to vessels' cost
|
|
|
1,856
|
|
|
|
—
|
|
|
|
1,856
|
|
—Depreciation
|
|
|
—
|
|
|
|
(15,111
|
)
|
|
|
(15,111
|
)
|
Balance June 30, 2016
|
|
$
|
1,167,501
|
|
|
$
|
(144,599
|
)
|
|
$
|
1,022,902
|
|
On December 17, 2015, the Partnership entered into a Share Purchase Agreement with its Sponsor for the acquisition of one 2013 built 155,000 cubic meter (cbm) ice class LNG carrier with a time charter attached, the
Lena River
, for an aggregate purchase price of $240.0 million, $220.0 million of which related to the value of the vessel acquired. The vessel was delivered to the Partnership on December 21, 2015 (Note (3(c)).
As of June 30, 2016, all vessels comprising the Partnership's fleet were first priority mortgaged as collateral to secure the Partnership's debt financing outstanding as of that date, further discussed in Note 5.
5. Long-Term Debt:
The amounts shown in the accompanying consolidated balance sheets are analyzed as follows:
|
|
|
|
Period/ Year Ended
|
|
|
|
Borrowers-Issuers
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
$340.0 Million Credit Facility
|
|
Pegasus-Lance-Seacrown-Fareastern
|
|
|
295,000
|
|
|
|
305,000
|
|
$250.0 Million Senior Unsecured Notes
|
|
Dynagas Partners– Dynagas Finance
|
|
|
250,000
|
|
|
|
250,000
|
|
$200 Million Term Loan Facility
|
|
Navajo- Solana
|
|
|
193,750
|
|
|
|
133,333
|
|
Total debt
|
|
|
|
$
|
738,750
|
|
|
$
|
688,333
|
|
Less deferred financing fees
|
|
|
|
|
(7,058
|
)
|
|
|
(8,048
|
)
|
Total debt, net of deferred finance costs
|
|
|
|
$
|
731,692
|
|
|
$
|
680,285
|
|
Less current portion, net of deferred financing fees
|
|
|
|
$
|
(31,654
|
)
|
|
$
|
(27,467
|
)
|
Long-term portion
|
|
|
|
$
|
700,038
|
|
|
$
|
652,818
|
|
$340 Million Senior Secured Revolving Credit Facility
On June 19, 2014, certain subsidiaries of the Partnership entered, on a joint and several basis, into a Senior Secured Revolving Credit Facility (the "$340 Million Credit Facility") with an affiliate of Credit Suisse for $340.0 million to refinance the $214.1 million outstanding under a previous credit facility with the same lender and to fund a portion of the purchase price for the
Arctic Aurora
acquisition. The $340 Million Credit Facility is guaranteed by the Partnership, Dynagas Equity and Dynagas Operating and is secured by a first priority or preferred cross-collateralized mortgage on each of the
Amur River
, the
Ob River
, the
Clean Energy
and the
Arctic Aurora
, a specific assignment of the existing charters and a first assignment of earnings and insurances in relation to the vessels.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
5. Long-Term Debt (continued):
The facility bears interest at LIBOR plus a margin and is payable in 28 consecutive equal quarterly installments of $5.0 million each and a balloon payment of $200.0 million at maturity in March 2021.
$250 Million Senior Unsecured Notes due 2019
On September 15, 2014, the Partnership completed a public offering of $250.0 million aggregate principal amount Senior Unsecured Notes offering due October 30, 2019, (the "Notes") with the purpose of funding the majority of the purchase price related to the
Yenisei River
acquisition. The Notes bear interest from the date of the original issue until maturity at a rate of 6.25% per year, payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year. As per the provisions of the Notes and the Indenture, the Partnership may issue from time to time, unlimited as to principal amount senior unsecured debentures, to be issued in one or more series. The Notes are unsubordinated unsecured obligations of the Partnership and are not redeemable at its option prior to maturity.
$200 Million Term Loan Facility
On December 17, 2015, Navajo and Solana, wholly owned subsidiaries of the Partnership, entered, on a joint and several basis, into a facility agreement with a group of lenders (ABN AMRO N.V., KFW IPEX-Bank GMBH and DNB ASA), with ABN Amro NV acting as agent, for a senior secured term loan facility of up to $200.0 million (the "$200 Million Term Loan Facility"), to partially finance the
Lena River
acquisition, further discussed in Note 3(c), and for working capital purposes. The financing agreement has a five year maturity profile and is split in two vessel tranches, one for each of the vessels owned by Navajo and Solana, respectively, with each tranche being for a maximum $100.0 million. The $200 Million Term Loan Facility bears interest at LIBOR plus a margin. Each tranche is repayable in 20 consecutive quarterly installments of approximately $1.56 million each and a balloon payment of $68.8 million at maturity. On December 21, 2015, in connection with the
Lena River
acquisition, the Partnership drew down $133.3 million from the $200 Million Term Loan Facility, or $66.65 million per borrowing entity, being the first out of two advances of both vessel tranches. On January 5, 2016, the Partnership drew down the $66.7 million available undrawn commitments, or the second advance of both vessel tranches of the $200 Million Term Loan Facility. Of these amounts, $35.0 million were used at the same date to repay in full the credit financing provided by the Sponsor to the Partnership to acquire the
Lena River
(Note 3(c)).The $200 Million Term Loan Facility is unconditionally and irrevocably guaranteed by Dynagas Partners and is secured, amongst other, by a first priority cross-collateralized mortgage on each of the
Yenisei River
and the
Lena River
, a first priority specific assignment of the existing time charters, a first priority assignment of all insurances and earnings of the vessels and an assignment of any subsequent time charter of a duration of more than twelve months.
Debt Covenants
The Partnership's debt arrangements contain customary financial and other covenants that require the Partnership to maintain:
|
·
|
a maximum ratio of total consolidated liabilities of the Partnership's consolidated market value adjusted total assets;
|
|
·
|
a minimum interest coverage ratio;
|
|
·
|
certain levels of consolidated minimum liquidity;
|
|
·
|
a maximum ratio expressed as a percentage of total borrowings to total book assets;
|
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
5. Long-Term Debt (continued):
|
·
|
a certain minimum net worth level; and
|
|
·
|
a minimum asset coverage ratio, being the ratio of the aggregate of the vessels' market values and
|
the net realizable value of any additional security over the outstanding amount of the facility.
The $200 Million Term Loan Facility imposes certain additional cash related restrictions that require the borrowing entities to maintain certain minimum liquidity levels on a per vessel basis and to maintain and transfer funds to designated accounts for each vessel.
The Partnership's debt arrangements further include other customary restrictions that prohibit the Partnership from declaring or making any distributions if an event of default occurs and which further require, the Partnership's Sponsor to own, directly or indirectly, minimum voting interests in the Partnership.
As of June 30, 2016, the Partnership was in compliance with all financial covenants prescribed in its debt agreements.
The annual principal payments for the Partnership's outstanding debt arrangements as at June 30, 2016, required to be made after the balance sheet date were as follows:
Period/Year ending December 31,
|
|
Amount
|
|
2016 (July to December 2016)
|
|
$
|
16,250
|
|
2017
|
|
|
32,500
|
|
2018
|
|
|
32,500
|
|
2019
|
|
|
282,500
|
|
2020
|
|
|
170,000
|
|
2021 and thereafter
|
|
|
205,000
|
|
Total long term debt
|
|
$
|
738,750
|
|
The Partnership's weighted average interest rate on its long-term debt for the six month periods ended June 30, 2016 and 2015, was 4.3% and 4.5%, respectively.
Total interest incurred on long-term debt for the six month periods ended June 30, 2016 and 2015, amounted to $16,358 and $12,956, respectively and is included in Interest and finance costs (Note 11) in the accompanying unaudited interim condensed consolidated statements of income.
Commitment fees incurred in the six months ended June 30, 2016 and 2015, amounted to $2 and $nil, respectively. Such fees are included in Interest and finance costs (Note 11) in the accompanying unaudited interim condensed consolidated statements of income.
6. Fair Value Measurements:
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
|
§
|
Cash and cash equivalents, trade accounts receivable, amounts due from/to related parties and trade accounts payable:
The carrying values reported in the accompanying consolidated balance sheets for those financial instruments (except for the fair value of non-current portion of amounts due from related party) are reasonable estimates of their fair values due to their short-term nature. The carrying value of these instruments is separately reflected in the accompanying consolidated balance sheets. The fair value of non-current portion of amounts due from related party, determined through Level 3 inputs of the fair value hierarchy by discounting future cash flows using the Partnership's estimated cost of capital, is $972 as of June 30, 2016, compared to its carrying value of $1,350.
|
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
6. Fair Value Measurements (continued):
|
§
|
Long-term debt, restricted cash:
The fair value of the loan facilities and associated restricted cash discussed in Note 5 approximate their recorded value due to the variable interest rates payable. The Notes have a fixed rate and their estimated fair value, determined through Level 2 inputs of the fair value hierarchy (quoted price in over-the-counter market), is approximately $237.5 million as of June 30, 2016, compared to its carrying value of $250.0 million.
|
A fair value hierarchy that prioritizes the inputs used to measure fair value has been established by Generally Accepted Accounting Principles. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data;
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
7. Time charters acquired:
In December 2015, upon the acquisition of the
Lena River
(Note 3(c)), the Partnership paid in excess the value of the attached acquired time charter contract. As a result, the Partnership recognized an intangible asset of $20,000 which represents the fair value of the favorable time charter acquired, at the time of acquisition.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
7. Time charters acquired (continued):
For the six months ended June 30, 2016, the amortization of the above market acquired time charter related to the
Lena River
acquisition amounted to $3,614 and is included in Voyage revenues in the accompanying unaudited interim consolidated statement of income. The unamortized portion of the respective intangible asset as of June 30, 2016, amounting to $16,168, is presented under "Above-market acquired time charter contract" in the accompanying balance sheet and will be amortized to revenues through the expected remaining term of the respective charter contract as follows:
Period/Year ending December 31,
|
|
Amount
|
|
2016
|
|
$
|
3,654
|
|
2017
|
|
|
7,247
|
|
2018
|
|
|
5,267
|
|
Total
|
|
$
|
16,168
|
|
8. Commitments and Contingencies:
(a)
Long-term time charters:
In January 2016, the Partnership, through its wholly owned vessel owning subsidiaries, entered into long-time charter contracts with Yamal Trade Pte. ("Yamal") for the employment of the
Lena River
and the
Yenisei River.
Each of the new charters has an initial term of 15 years, which may be extended by the charterer for three consecutive periods of up to five years each. The charter parties provide for a daily charter hire rate, comprised of a fixed "capex element" and a variable "opex element". In each successive year, the opex element will be subject to adjustment, based on the vessel's budgeted operating expenditures for the relevant year. The vessels are expected to commence employment between January 1, 2019 and June 30, 2020. Each of these time charter contracts is subject to the satisfaction of important conditions, which, if not satisfied, or waived by the charterer, may result in their cancellation before or after the charter term commences, in which case the Partnership will not receive the contracted revenues thereunder.
Further, in March 2016, the Partnership, through one of its wholly owned vessel owning subsidiaries, entered into a time charter contract with Gazprom Marketing and Trading Singapore Pte. Ltd., an affiliate of Gazprom Global LNG Limited, for the
Ob River
, for a firm charter period of 10 years. Concurrently with the entering into the new
Ob River
charter, the Partnership amended its existing charter for the
Ob River
, to extend its firm duration from the third quarter of 2017 to the second quarter of 2018, on identical terms, at which time the New
Ob River
Charter will take effect.
The Partnership's future minimum contractual charter revenues under its long-term time charter contracts as of June 30, 2016, gross of brokerage commissions, including the above discussed charters for the
Lena River
and the
Yenisei River
with Yamal and without taking into consideration any assumed off-hire (including those arising out of periodical class survey requirements), are as analyzed below:
Period/ Year ending December 31,
|
|
Amount
|
|
2016 (period)
|
|
$
|
89,783
|
|
2017
|
|
|
155,934
|
|
2018
|
|
|
103,558
|
|
2019
|
|
|
85,545
|
|
2020
|
|
|
99,417
|
|
2021 and thereafter
|
|
|
1,030,861
|
|
Total
|
|
$
|
1,565,098
|
|
(b)
Other:
Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Partnership's vessels. Currently, management is not aware of any such claims not covered by insurance or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements. The Partnership accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial statements. The Partnership is covered for liabilities associated with the individual vessels' actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
8. Commitments and Contingencies (continued):
(c)
Technical and Commercial Management Agreement:
As further disclosed in Note 3, the Partnership has contracted the commercial, administrative and technical management of its vessels to Dynagas. For the commercial services provided under this agreement the Partnership pays a commission of 1.25% over the charter-hire revenues arranged by the Manager, which will survive the termination of the agreement under all circumstances until the termination of each charter party in force at the time of termination. The estimated commission payable to the Manager over the minimum contractual charter revenues, discussed under (a) above, is $19,564. For vessel administrative and technical management fees the Partnership currently pays a daily management fee of $2.7 per vessel (Note 3(a)). Such management fees for the period from July 1, 2016 to the expiration of the agreements on December 31, 2020, adjusted annually for 3% inflation as per agreement, are estimated to be $28,814 and are analyzed as follows:
Period/ Year ending December 31,
|
|
Amount
|
|
2016 (period)
|
|
$
|
3,016
|
|
2017
|
|
|
6,162
|
|
2018
|
|
|
6,347
|
|
2019
|
|
|
6,537
|
|
2020
|
|
|
6,752
|
|
Total
|
|
$
|
28,814
|
|
9. Partners' Equity:
(a)
|
Initial Public Offering
: On November 18, 2013, the Partnership completed its initial public offering of 8,250,000 common units at a price of $18.00 per unit on the NASDAQ Global Market and raised net proceeds of $136.9 million. Concurrently with the sale of the Partnership's common units and at the same price per unit, the Sponsor sold 4,250,000 common units. The Partnership did not receive any proceeds from this sale. On December 5, 2013, the underwriters exercised their over-allotment option granted to them by Dynagas Holding, following which, the Sponsor offered 1,875,000 additional common units to the public on the same terms as in the initial offering. The Partnership did not receive any proceeds from the sale of these additional common units.
|
(b)
|
Common Units Offering:
On June 18, 2014, the Partnership completed a follow on public offering of 5,520,000 common units, including the full exercise of the underwriters' over-allotment option to purchase up to 720,000 common units. The net proceeds from the offering amounted to $120.5 million, after deducting the underwriting discount of $4.7 million and offering expenses incurred of $0.6 million. No other common units offerings occurred since then.
|
(c)
|
Preferred Units Offering:
On July 20, 2015, the Partnership concluded an underwritten public offering of the 3,000,000 Series A Preferred Units, representing limited partner interests in the Partnership, at a liquidation preference of $25.00 per unit. The Partnership received from this offering $72.3 million, net of underwriting discount of $2.4 million and offering expenses incurred of $0.3 million and used those proceeds to finance the
Lena River
acquisition (Note 3(c)).
|
As of June 30, 2016, the Partnership had 20,505,000 common units, 14,985,000 subordinated units, 3,000,000 Series A Preferred Units and 35,526 general partner units issued and outstanding.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
9. Partners' Equity (continued):
Common, Subordinated and General Partner Units Distributions:
The partnership agreement provides for minimum quarterly distributions of a specified dollar amount to the extent there is sufficient cash from
operations after establishment of cash reserves and payment of fees and expenses, including payments to the General Partner. In general, the Partnership pays quarterly cash distributions in the following manner:
|
•
|
first
, 99.9% to the holders of common units and 0.1% to the General Partner, until each common unit has received a minimum quarterly distribution of a specified dollar amount plus any arrearages from prior quarters
|
|
•
|
second
, 99.9% to the holders of subordinated units and 0.1% to the General Partner, until each subordinated unit has received a minimum quarterly distribution of a specified dollar amount; and
|
|
•
|
third
, 99.9% to all unitholders, pro rata, and 0.1% to the General Partner, until each unit has received an aggregate distribution of a specified dollar amount
|
Thereafter, the percentage allocations of the additional available cash from operating surplus among the unitholders, the General Partner and the holders of the incentive distribution rights up to the various target distribution levels are as follows:
|
|
Total Quarterly
Distribution Target
Amount
|
|
|
Unitholders
|
|
|
General
Partner
|
|
|
Holders
of IDRs
|
|
Minimum Quarterly Distribution
|
|
|
$0.365
|
|
|
|
99.9
|
%
|
|
|
0.1
|
%
|
|
|
0.0
|
%
|
First Target Distribution
|
|
up to $0.420
|
|
|
|
99.9
|
%
|
|
|
0.1
|
%
|
|
|
0.0
|
%
|
Second Target Distribution
|
|
above $0.420 up to $0.456
|
|
|
|
85.0
|
%
|
|
|
0.1
|
%
|
|
|
14.9
|
%
|
Third Target Distribution
|
|
Above $0.456 up to $0.548
|
|
|
|
75.0
|
%
|
|
|
0.1
|
%
|
|
|
24.9
|
%
|
Thereafter
|
|
above $0.548
|
|
|
|
50.0
|
%
|
|
|
0.1
|
%
|
|
|
49.9
|
%
|
Under the partnership agreement, the holder of the incentive distribution rights in the Partnership, which is currently the General Partner, assuming that there are no cumulative arrearages on common unit distributions, has the right to receive an increasing percentage of cash distributions after the first target distribution.
General Partner Distributions:
During the six months ended June 30, 2016 and 2015, the Partnership paid to its General Partner and holder of the incentive distribution rights in the Partnership an amount of $64.
Preferred Units Distributions:
Distributions on the Series A Preferred Units are cumulative from the date of original issue and will be payable quarterly on February 12, May 12, August 12 and November 12, of each year, subject to the discretion of the Partnership's Board of Directors. Distributions will be payable out of amounts legally available at a distribution rate of 9.00% per annum of the stated liquidation preference.
Any time on or after August 12, 2020, the Series A Preferred Units may be redeemed, in whole or in part, at the issuer's option, out of amounts legally available thereof, at a redemption price of $25.00 per unit plus an amount equal to all accumulated and unpaid distributions thereon to the date of redemption.
The Series A Preferred Units represent perpetual equity interests in the Partnership and, unlike the Partnership's indebtedness, do not give rise to a claim for payment of a principal amount at a particular date. The Series A Preferred Units rank senior to the Partnership's common units and to each other class or series of limited partner interests or other equity established after the original issue date of the Series A Preferred Units that is not expressly made senior to or on a parity with the Series A Preferred Units as to payment of distributions. The Series A Preferred Units rank junior to all of the Partnership's indebtedness.
DYNAGAS LNG PARTNERS LP
Notes to the Unaudited Interim Consolidated Financial Statements
June 30, 2016
(Expressed in thousands of U.S. Dollars—except for unit and per unit data, unless otherwise stated)
9. Partners' Equity (continued):
On January 19, 2016, the Partnership's Board of Directors approved a quarterly cash distribution in respect of the fourth quarter of 2015 of $0.4225 per common and subordinated unit, or $15.0 million which, on February 12, 2016, was paid to all unitholders of record as of February 5, 2016.
On April 19, 2016, the Partnership's Board of Directors approved a quarterly cash distribution, in respect of the first quarter of 2016 of $0.4225 per common and subordinated unit, or $15.0 million which, on May 12, 2016, was paid to all unitholders of record as of May 5, 2016.
On January 19, 2016, the Partnership's Board of Directors declared a cash distribution of $0.5625 per unit on its Series A Preferred Units for the period from November 12, 2015, to February 11, 2016. The cash distribution was paid on February 12, 2016 to all Series A preferred unitholders of record as of February 5, 2016.
On April 19, 2016, the Partnership's Board of Directors further declared a cash distribution of $0.5625 per unit on its Series A Preferred Units for the period from February 12, 2016 to May 11, 2016. The cash distribution was paid on May 12, 2016 to all Series A preferred unitholders of record as of May 5, 2016.
10. Earnings per Unit:
The Partnership calculates earnings per unit by allocating distributed and undistributed net income/ (losses) for each period to common, subordinated and general partner units, after adjusting for the effect of preferred distributions, only to the extent that they are earned. Any undistributed earnings for the period are allocated to the various unitholders based on the distribution waterfall for cash available for distribution specified in Dynagas Partners' partnership agreement, as generally prescribed in Note 9 above. Where distributions relating to the period are in excess of earnings, the deficit is also allocated according to the cash distribution model. The sum of the distributed amounts and the allocation of the undistributed earnings or deficit to each class of unitholders is divided by the weighted average number of units outstanding during the period. Diluted earnings per unit, if applicable, reflects the potential dilution that could occur if potentially dilutive instruments were exercised, resulting in the issuance of additional units that would then share in the Partnership's net earnings.
The calculations of the basic and diluted earnings per common unit are presented below:
|
|
Six Months Ended June 30,
|
|
|
|
2016
|
|
|
2015
|
|
Partnership's Net income
|
|
$
|
34,101
|
|
|
$
|
29,181
|
|
Less:
|
|
|
|
|
|
|
|
|
Net Income attributable to preferred unitholders
|
|
|
3,375
|
|
|
|
—
|
|
Net Income attributable to subordinated unitholders
|
|
|
12,946
|
|
|
|
12,295
|
|
General Partner's interest in Net Income
|
|
|
65
|
|
|
|
63
|
|
Net income attributable to common unitholders
|
|
$
|
17,715
|
|
|
$
|
16,823
|
|
Weighted average number of common units outstanding, basic and diluted
|
|
|
20,505,000
|
|
|
|
20,505,000
|
|
Earnings per common unit, basic and diluted
|
|
$
|
0.86
|
|
|
$
|
0.82
|
|
11. Interest and Finance Costs:
The amounts in the accompanying consolidated statements of income are analyzed as follows:
|
|
Six months ended June 30,
|
|
|
|
2016
|
|
|
2015
|
|
Interest expense (Note 5)
|
|
$
|
16,358
|
|
|
$
|
12,956
|
|
Amortization of deferred financing fees
|
|
|
990
|
|
|
|
770
|
|
Commitment fees (Note 5)
|
|
|
2
|
|
|
|
—
|
|
Other
|
|
|
55
|
|
|
|
122
|
|
Total
|
|
$
|
17,405
|
|
|
$
|
13,848
|
|
12. Subsequent Events:
(a)
|
Second quarter of 2016 common and subordinated units distribution:
On July 1, 2016, the Partnership's Board of Directors approved a quarterly cash distribution, for the second quarter of 2016 of $0.4225 per common and subordinated unit, or $15.0 million which, on July 19, 2016, was paid to all unitholders of record as of July 12, 2016.
|
(b)
|
Quarterly Series A Preferred Units distribution:
On July 22, 2016, the Partnership's Board of Directors further declared a cash distribution of $0.5625 per unit on its Series A Preferred Units for the
period from May 12, 2016 to August 11, 2016. The cash distribution will be paid on
or about August 12, 2016 to all Series A preferred unitholders of record as of August 5, 2016.
|