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eric>, Greece
Tel. +30 210 891 7960
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Trading Symbol(s) | Name of Each Exchange on Which Registered | |
Common units representing limited partnership interests | DLNG | New York Stock Exchange |
9.00% Series A Cumulative Redeemable Preferred Units | DLNG PR A | New York Stock Exchange |
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report:
36,747,129382,011 Common Units
35,526 General Partner Units
3,000,000 9.00% Series A Cumulative Redeemable Preferred Units
2,200,000 8.75% Series B Fixed to Floating Rate Cumulative Redeemable Perpetual Preferred Units
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[_] Yes | [X] No |
Table of Contents
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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[_] Yes | [X] No |
Note Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes | [_] No |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
[X] Yes | [_] No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] | Accelerated filer [X] |
Non-accelerated filer [_] | Emerging growth company [_] |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [X]
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
[X] U.S. GAAP
[_] International Financial Reporting Standards as issued by the International Accounting Standards Board
[_] Other
If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
[_] Item 17
[_] Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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[_] Yes | [X] No |
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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[_] Yes | [_] No |
PRESENTATION OF INFORMATION IN THIS ANNUAL REPORT
This annual report on Form 20-F for the year ended December 31, 20245, or this annual report, should be read in conjunction with the consolidated financial statements and accompanying notes included in this annual report. Unless the context otherwise requires, references in this annual report to Dynagas LNG Partners, the Partnership, we, our, and us or similar terms refer to Dynagas LNG Partners LP and its wholly owned subsidiaries, including Dynagas Operating LP. Dynagas Operating LP owns, directly or indirectly, a 100% interest in the entities that own the LNG carriers in our fleetthat we refer to as our Fleet.References in this annual report to our General Partner refer to Dynagas GP LLC, the general partner of Dynagas LNG Partners LP. References in this annual report to our Sponsor are to Dynagas Holding Ltd. and its subsidiaries other than us or our subsidiaries and references to our Manager refer to Dynagas Ltd., which is wholly owned by the chairman of our Board of Directors, Mr. Georgios Prokopiou. References in this annual report to the Prokopiou Family are to our Chairman, Mr. Georgios Prokopiou, and certain members of his family.
All references in this annual report to SEFE, Equinor, Yamal, and NextDecaRio Grande refer to SEFE Marketing and Trading Singapore Pte Ltd (formerly known as Gazprom Marketing & Trading Singapore Pte Ltd), Equinor ASA (formerly, Statoil ASA), Yamal Trade Pte. Ltd., and NextDecade Corporation (NASDAQ:NEXT), Rio Grande LNG, LLC, respectively, and certain of their subsidiaries or affiliates which are our current or prospective charterers.
Unless otherwise indicated, all references to U.S. dollars, dollars, and $ in this annual report are to the lawful currency of the United States. We use the term LNG to refer to liquefied natural gas, and we use the term cbm to refer to cubic meters in describing the carrying capacity of our vessels.
References herein to the SEC refer to the U.S. Securities and Exchange Commission; references herein to NYSE refer to the New York Stock Exchange; references herein to the Partnership Agreement refer to our Fourth Amended and Restated Agreement of Limited Partnership; references herein to U.S. GAAP refer to accounting principles generally accepted in the United States of America.
References herein to the 2024 Lease Financing refer to the June 19, 2024 sale and leaseback agreements between certain subsidiaries of the Partnership and China Development Bank Financial Leasing Co. Ltd. for four of our vessels, the OB River, the Clean Energy, the Amur River, and the Arctic Aurora.
References herein to the $675 Million Credit Facility refer to the 5-year syndicated $675 million senior secured term loan entered into by the Partnership and leading international banks, which was repaid on June 29, 2024.
References herein to the Master Agreement refer to the master management agreement between the Partnership and the Manager for the provision of commercial, technical, crew, accounting and vessel administrative services to the Partnerships owned or controlled vessels.
References herein to the Omnibus Agreement refer to the Omnibus Agreement, as amended and restated and as currently in effect, with our Sponsor. The Omnibus Agreement provides us with the right, but not the obligation, to purchase from our Sponsor any LNG carriers acquired or placed under contracts with an initial term of four or more years, for so long as the Omnibus Agreement is in full force and effect. Please see Item 7. Major Unitholders and Related Party TransactionsB. Related Party Transactions.
The Yamal LNG Project refers to the LNG production terminal on the Yamal Peninsula in Northern Russia. The terminal consists of three LNG trains with a total capacity of 16.5 million metric tons of LNG per year that require ice-class designated vessels to transport LNG from this facility, for which two of the vessels in our Fleet have been contracted. The Yamal LNG Project is a joint venture between NOVATEK (50.1%), TOTAL E&P Yamal (20%), China National Oil & Gas Exploration and Development Corporation (CNODC) (20%), and Yaym Limited (9.9%). Please see Item 4. Information on the PartnershipB. Business Overview.
This annual report contains certain forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act) concerning future events and our operations, performance, and financial condition, including, in particular, the likelihood of our success in developing and expanding our business. The Private Securities Litigation Reform Act of 1995, or the PSLRA, provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business.
We desire to take advantage of the safe harbor provisions of the PSLRA and are including this cautionary statement in connection with this safe harbor legislation. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates, intends, plans, believes, estimates, projects, likely, would, could, seek, continue, possible, might, forecasts, will, may, potential, should, and similar expressions are forward-looking statements. These forward-looking statements reflect managements current views only as of the date of this annual report and are not intended to give any assurance as to future results. As a result, unitholders are cautioned not to rely on any forward-looking statements.
Forward-looking statements appear in a number of places in this annual report and include statements with respect to, among other things:
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| LNG market trends, including charter rates, factors affecting supply and demand, and opportunities for the profitable operations of LNG carriers; |
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| our anticipated growth strategies, including potential expansion into and acquisition of assets and businesses in other sectors of the shipping industry; |
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| the effect of a worldwide economic slowdown; |
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| potential turmoil in the global financial markets; |
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| fluctuations and volatility in currencies, interest rates, and foreign exchange rates; |
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| general market conditions, including fluctuations in charter hire rates and vessel values; |
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| changes in our operating expenses, including dry-docking, surveys, upgrades, crewing and insurance costs, bunker prices, and fuel prices; |
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| the adequacy of our insurance to cover our losses; |
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| our ability to make cash distributions on the units or any increase or decrease in or elimination of our cash distributions; |
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| our future financial condition or results of operations and our future revenues and expenses; |
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| our ability to repay or refinance our current and future indebtedness and our settling of interest rate swaps (if any); |
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| our ability to incur additional indebtedness on acceptable terms or at all, to access the public and private debt and equity markets, and to meet our restrictive covenants and other obligations under our current and future debt and financing agreements; |
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| planned capital expenditures and availability of capital resources to fund capital expenditures; |
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| the impact of increasing scrutiny and changing expectations from investors, lenders, charterers, and other market participants with respect to our E |
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| our ability to comply with additional costs and risks related to our ESG policies; |
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| the effect of applicable tariffs, trade barriers, embargos and regulatory requirements, and changes thereto; |
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| our ability to maintain long-term relationships with major LNG traders; |
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| our ability to leverage our Sponsors relationships and reputation in the shipping industry; |
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| our ability to realize the expected benefits from our vessel acquisitions; |
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| our ability to acquire newbuildings and second-hand vessels on terms acceptable to us from our Sponsor or third parties and the timely deliveries of such vessels if and when acquired; |
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| our ability to compete successfully for future chartering opportunities upon the expiration or termination of existing vessel employment arrangements; |
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| acceptance of a vessel by its charterer; |
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| termination dates and extensions of charters; |
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| the expected cost of, and our ability to comply with, governmental regulations, including regulations relating to ballast water and fuel sulfur, maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business; |
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| availability of skilled labor, vessel crews, and management; |
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| our anticipated incremental general and administrative expenses as a publicly traded limited partnership and our fees and expenses payable under the fleet management agreements and the administrative services agreement with our Manager; |
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| our anticipated taxation and distributions to our unitholders; |
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| estimated future maintenance and replacement capital expenditures; |
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| our ability to retain key employees; |
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| any non-compliance with the amendments by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels, or IMO (the amendments hereinafter referred to as IMO 2020), to Annex VI to 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, which reduced the maximum amount of sulfur that vessels may emit into the air and became effective January 1, 2020; |
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| potential liability from any pending or future litigation and potential costs due to environmental damage and vessel collisions; |
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| potential liability from future litigation related to claims raised by public-interest organizations or activism with regard to our failure to adapt or mitigate climate impact; |
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| new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, a regional level imposed by regional authorities such as the European Union, and/or a national level imposed by individual countries; |
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| our ability to successfully compete for, enter into, and deliver our vessels under time charters or other employment arrangements for our existing vessels after our current charters expire and our ability to earn income in the spot market; |
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| business disruptions, including supply chain congestion, due to climate conditions, political events and tensions, trade wars, public health threats and outbreaks of highly communicable diseases, and international hostilities and instability, ongoing war, piracy or acts by terrorists, or other disasters; |
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| the impact of adverse weather and natural disasters; |
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| future sales of our common units in the public market; |
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| any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity event; |
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| our business strategy and other plans and objectives for future operations; |
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| technology risks associated with energy transition and fleet and/or systems renewal, including in respect of alternative propulsion systems; and |
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| other factors detailed in this annual report and from time to time included in our periodic reports. |
Forward-looking statements in this annual report are estimates reflecting the judgment of senior management and involve known and unknown risks and uncertainties. These forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may not occur or differ materially from those expressed or implied by such forward-looking statements. Accordingly, these forward-looking statements should be considered in light of various important factors, including those set forth in this annual report under the heading Item 3.