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Dynagas LNG Partners LP(DLNG) - 2020 Q4 - Earnings Call Transcript
2021-03-17 16:55
Dynagas LNG Partners LP (NYSE:DLNG) Q4 2020 Earnings Conference Call March 17, 2021 10:00 AM ET Company Participants Tony Lauritzen - Chief Executive Officer Michael Gregos - Chief Financial Officer Conference Call Participants Randy Giveans - Jefferies Operator Thank you for standing by and welcome to Dynagas LNG Partners’ Conference Call on the Fourth Quarter 2020 Financial Results. We have with us Mr. Tony Lauritzen, Chief Executive Officer and Mr. Michael Gregos, Chief Financial Officer of the company. ...
Dynagas LNG Partners LP(DLNG) - 2020 Q3 - Earnings Call Transcript
2020-11-16 19:01
Financial Data and Key Metrics Changes - For Q3 2020, the company reported net income of $10 million, an increase of approximately 313% compared to Q3 2019 [6][10] - Adjusted EBITDA for the quarter was $24.3 million, reflecting a 1.7% increase from the same period in 2019 [6][10] - The weighted average interest expense decreased from 6.5% in Q3 2019 to 3.27% in Q3 2020, due to lower LIBOR rates and reduced indebtedness [12][16] Business Line Data and Key Metrics Changes - All 6 LNG carriers in the fleet achieved 100% utilization for Q3 2020, despite operational challenges from COVID-19 [4][24] - The fleet's cash breakeven rate was $48,300 per day per vessel, compared to contracted rates of $61,000 per day per vessel [18] Market Data and Key Metrics Changes - The charter market for LNG carriers faced challenges in Q2 and Q3 2020, but the prompt LNG shipping spot market improved significantly due to reduced cancellations of U.S. cargoes and better gas pricing [22] - The company holds a market share of about 82% of the global Arc-4 equivalent LNG carrier fleet, indicating strong competitive positioning [26] Company Strategy and Development Direction - The company aims to continue deleveraging its balance sheet using cash flow generation, with a focus on building equity value over time [9][30] - The fleet has a contract backlog of approximately $1.15 billion, with an average remaining charter period of about 7.9 years per vessel [10][30] Management's Comments on Operating Environment and Future Outlook - Management noted that while revenue has not been affected by COVID-19 due to long-term contracts, they are closely monitoring the situation [24] - The company expects net leverage to decrease from 5.7x to 3.5x by 2024, assuming stable market conditions [17] Other Important Information - The company has no scheduled capital expenditures until 2022, when three LNG carriers will undergo special surveys [15] - The partnership has issued and sold 122,580 common units under an aftermarket offering program, resulting in net proceeds of about $0.4 million [7] Q&A Session Summary Question: Details on the Arctic Aurora contract option - Management confirmed that the option for Arctic Aurora is priced at an escalated rate compared to the current charter rate, but market conditions will influence Equinor's decision to exercise it [32] Question: Long-term prospects related to Arctic LNG 2 - Management expressed interest in Arctic LNG 2 but noted that most Arc-7 LNG contracts are likely to go to a joint venture, limiting opportunities for the company [35] Question: ATM program activity - Management indicated that they do not anticipate being active on the ATM program at current prices, suggesting a wait for better pricing [36]
Dynagas LNG Partners LP(DLNG) - 2020 Q2 - Earnings Call Transcript
2020-09-04 16:41
Dynagas LNG Partners LP (NYSE:DLNG) Q2 2020 Results Conference Call September 4, 2020 10:00 AM ET Company Participants Tony Lauritzen - CEO Michael Gregos - CFO Conference Call Participants Randy Giveans - Jefferies Ben Nolan - Stifel Operator Thank you for standing by, ladies and gentlemen. And welcome to the Dynagas LNG Partners Conference Call on the Second Quarter 2020 Financial Results. We have with us, Mr. Tony Lauritzen, Chief Executive Officer; and Mr. Michael Gregos, Chief Financial Officer of the ...
Dynagas LNG Partners LP(DLNG) - 2020 Q1 - Earnings Call Transcript
2020-06-05 17:36
Dynagas LNG Partners LP (NYSE:DLNG) Q1 2020 Results Conference Call June 5, 2020 10:00 AM ET Company Participants Tony Lauritzen - CEO Michael Gregos - CFO Conference Call Participants Randy Giveans - Jefferies Ben Nolan - Stifel Liam Burke - B. Riley Operator Thank you for standing by, ladies and gentlemen. And welcome to the Dynagas LNG Partners Conference Call on the First Quarter 2020 Financial Results. We have with us, Mr. Tony Lauritzen, Chief Executive Officer; and Mr. Michael Gregos, Chief Financial ...
Dynagas LNG Partners LP(DLNG) - 2019 Q4 - Annual Report
2020-04-16 20:13
[PART I](index=9&type=section&id=PART%20I) This section provides key financial data, risk factors, and an overview of the partnership's business, organizational structure, and operational assets [ITEM 3. KEY INFORMATION](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section presents the partnership's selected historical financial data, highlighting key performance indicators and non-GAAP measures like TCE and Adjusted EBITDA, along with an extensive overview of associated risks [A. SELECTED FINANCIAL DATA](index=9&type=section&id=A.%20SELECTED%20FINANCIAL%20DATA) The partnership's selected financial data for the five years ending December 31, 2019, shows voyage revenues increasing to **$130.9 million** in 2019, while net income remained flat at **$3.6 million**, and Adjusted EBITDA decreased to **$90.4 million** Selected Financial Performance (2017-2019) | Financial Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | **Voyage Revenues (in thousands)** | $130,901 | $127,135 | $138,990 | | **Operating Income (in thousands)** | $59,916 | $52,983 | $63,944 | | **Net Income (in thousands)** | $3,613 | $3,613 | $17,339 | | **EPS (Common Unit)** | $(0.22) | $(0.11) | $0.27 | | **Adjusted EBITDA (in thousands)** | $90,357 | $96,094 | $107,545 | | **Cash distributions per common unit** | $0.13 | $1.17 | $1.69 | Selected Balance Sheet and Cash Flow Data (As of Dec 31, in thousands) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | **Total Assets** | $989,187 | $1,063,436 | $1,054,319 | | **Total Long-term Debt (gross)** | $663,000 | $722,800 | $727,600 | | **Total Partners' Equity** | $313,707 | $326,485 | $318,318 | | **Net cash from operating activities** | $43,177 | $42,994 | $59,339 | - Fleet utilization was **98.5%** in 2019, a slight decrease from **100%** in 2018, while the Time Charter Equivalent (TCE) rate increased marginally to **$58,535** in 2019 from **$57,972** in 2018[38](index=38&type=chunk) [D. RISK FACTORS](index=12&type=section&id=D.%20RISK%20FACTORS) The partnership faces significant risks, including reliance on a small fleet and limited charterers, operational challenges, financial constraints from debt, industry volatility, and the impact of the COVID-19 pandemic - The fleet consists of only **six LNG carriers**, making the business highly sensitive to any operational limitations or off-hire time for any single vessel[50](index=50&type=chunk)[51](index=51&type=chunk) - Revenue is concentrated among a few key charterers, with **Gazprom accounting for 47%**, **Yamal for 31%**, and **Equinor for 16%** of total revenues for the year ended December 31, 2019[56](index=56&type=chunk) - The **$675 million Credit Facility** restricts the partnership from paying distributions to its common unitholders while borrowings are outstanding, significantly impacting common unitholder returns[52](index=52&type=chunk)[86](index=86&type=chunk)[101](index=101&type=chunk) - The **COVID-19 pandemic** is identified as a material risk that could adversely affect global demand for LNG, charter rates, and disrupt operations through travel restrictions and potential workforce health impacts[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) - The partnership is exposed to risks from the planned phase-out of **LIBOR after 2021**, which could increase the cost of its variable rate indebtedness and affect its profitability[104](index=104&type=chunk)[106](index=106&type=chunk) [ITEM 4. INFORMATION ON THE PARTNERSHIP](index=62&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20PARTNERSHIP) This section details the partnership's history, business strategy, operational assets, and an in-depth analysis of the international LNG shipping industry and its extensive environmental and safety regulations [A. HISTORY AND DEVELOPMENT OF THE PARTNERSHIP](index=62&type=section&id=A.%20HISTORY%20AND%20DEVELOPMENT%20OF%20THE%20PARTNERSHIP) Dynagas LNG Partners LP was formed in May 2013, completed its IPO in November 2013 with an initial fleet of three LNG carriers, and refinanced all existing debt with a new **$675 million Credit Facility** in September 2019 - The partnership was organized on **May 30, 2013**, and completed its IPO on **November 18, 2013**, with an initial fleet of three LNG carriers acquired from its Sponsor[355](index=355&type=chunk) - In **September 2019**, the Partnership entered into a **$675 million Credit Facility** to refinance its existing Term Loan B and its 2019 Senior Notes[360](index=360&type=chunk) [B. BUSINESS OVERVIEW](index=62&type=section&id=B.%20BUSINESS%20OVERVIEW) The partnership's strategy prioritizes debt repayment over fleet expansion, operating a fully contracted six-vessel LNG fleet with a **$1.23 billion** revenue backlog, while navigating a competitive market and evolving environmental regulations - The current business strategy focuses on capital allocation for **debt repayment** and strengthening the balance sheet, rather than pursuing immediate growth, due to an elevated cost of equity capital[361](index=361&type=chunk)[363](index=363&type=chunk) Fleet Overview and Charter Details (as of April 16, 2020) | Vessel Name | Year Built | Capacity (cbm) | Ice Class | Propulsion | Charterer | Earliest Charter Expiration | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Clean Energy | 2007 | 149,700 | No | Steam | Gazprom | March 2026 | | Ob River | 2007 | 149,700 | Yes | Steam | Gazprom | March 2028 | | Amur River | 2008 | 149,700 | Yes | Steam | Gazprom | June 2028 | | Arctic Aurora | 2013 | 155,000 | Yes | TFDE | Equinor | July 2021 | | Yenisei River | 2013 | 155,000 | Yes | TFDE | Yamal | Q4 2033 | | Lena River | 2013 | 155,000 | Yes | TFDE | Yamal | Q2 2034 | - As of **April 16, 2020**, the fleet had an estimated contracted revenue backlog of approximately **$1.23 billion**, with an average remaining contract duration of about **8.5 years**[365](index=365&type=chunk)[393](index=393&type=chunk) - The partnership holds purchase options for its Sponsor's **49% interest** in three **172,000 cbm ARC7 ice-class LNG carriers** currently chartered to the Yamal LNG Project[374](index=374&type=chunk)[378](index=378&type=chunk) - The company is subject to significant environmental regulations, including **MARPOL Annex VI (IMO 2020)** which mandated a reduction in sulfur emissions to **0.5%** from **January 1, 2020**, and the **BWM Convention** for ballast water management[510](index=510&type=chunk)[516](index=516&type=chunk)[530](index=530&type=chunk) [C. ORGANIZATIONAL STRUCTURE](index=103&type=section&id=C.%20ORGANIZATIONAL%20STRUCTURE) Dynagas LNG Partners LP is a Marshall Islands limited partnership and holding company that owns its six-vessel LNG fleet through wholly-owned subsidiaries, primarily Dynagas Operating LP - The Partnership is a holding company that owns its vessels through separate wholly-owned subsidiaries incorporated in the Marshall Islands and Malta, with Dynagas Operating LP as the primary operating subsidiary[571](index=571&type=chunk) [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=103&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section provides management's analysis of the partnership's financial performance and condition, detailing results of operations, liquidity, capital resources, cash flows, contractual obligations, and recent developments [A. RESULTS OF OPERATIONS](index=103&type=section&id=A.%20RESULTS%20OF%20OPERATIONS) For the year ended December 31, 2019, voyage revenues increased by **3.0%** to **$130.9 million**, while vessel operating expenses rose **13.6%** to **$28.4 million**, and interest and finance costs increased **16.0%** to **$58.6 million** Comparison of Results of Operations (in thousands) | Item | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | **Voyage Revenues** | $130,901 | $127,135 | 3.0% | | **Vessel Operating Expenses** | $28,351 | $25,042 | 13.6% | | **Dry-docking Costs** | $0 | $7,422 | -100.0% | | **Interest and Finance Costs** | $58,591 | $50,490 | 16.0% | | **Net Income** | $3,613 | $3,613 | 0.0% | - The increase in 2019 voyage revenues was driven by new charters for the *Clean Energy* and *Yenisei River*, partially offset by lower charter rates for the *Ob River* and *Arctic Aurora* and positioning time for the *Lena River*[624](index=624&type=chunk)[625](index=625&type=chunk) - The significant increase in interest and finance costs in 2019 was primarily due to the accelerated amortization of deferred financing fees associated with the refinancing of the Term Loan B[633](index=633&type=chunk) [B. LIQUIDITY AND CAPITAL RESOURCES](index=113&type=section&id=B.%20LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The partnership's liquidity relies on operating cash flows and debt financing, highlighted by a new **$675 million Credit Facility** in 2019 that restricts common unitholder distributions, with **$66.2 million** in cash as of December 31, 2019 - In **September 2019**, the Partnership entered into a new **5-year, $675 million** senior secured term loan to refinance its Term Loan B and 2019 Senior Notes[652](index=652&type=chunk) - A significant covenant of the new **$675 million Credit Facility** is the restriction on paying distributions to common unitholders while the loan is outstanding, though preferred unitholder distributions are permitted if no event of default occurs[646](index=646&type=chunk)[653](index=653&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Activity | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | **Net cash from Operating Activities** | $43,177 | $42,994 | $59,339 | | **Net cash from Investing Activities** | $0 | $(409) | $0 | | **Net cash from Financing Activities** | $(86,888) | $(132) | $(74,470) | - As of **December 31, 2019**, the Partnership had **$663.0 million** of debt outstanding and access to an undrawn **$30.0 million** revolving credit facility from its Sponsor[651](index=651&type=chunk)[658](index=658&type=chunk) [F. CONTRACTUAL OBLIGATIONS](index=119&type=section&id=F.%20CONTRACTUAL%20OBLIGATIONS) As of December 31, 2019, the partnership had total contractual obligations of **$817.7 million**, primarily consisting of **$663.0 million** in long-term debt and **$131.7 million** in estimated interest payments Contractual Obligations as of December 31, 2019 (in thousands) | Obligations | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | **Long-term debt** | $663,000 | $48,000 | $96,000 | $519,000 | $0 | | **Interest on long term debt** | $131,738 | $31,800 | $57,471 | $42,467 | $0 | | **Management fees & commissions** | $20,536 | $8,324 | $2,733 | $2,597 | $6,882 | | **Executive services fee** | $2,344 | $604 | $1,208 | $532 | $0 | | **Administrative services fee** | $40 | $40 | $0 | $0 | $0 | | **Total** | **$817,658** | **$88,768** | **$157,412** | **$564,596** | **$6,882** | [ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](index=121&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section outlines the corporate governance structure, including the five-member board of directors and senior management, noting that executive officer services are provided by the Manager, Dynagas Ltd., and the partnership has no direct employees - The board consists of five members: **Georgios Prokopiou (Chairman)**, **Tony Lauritzen (CEO)**, **Levon Dedegian**, **Alexios Rodopoulos**, and **Evangelos Vlahoulis**[702](index=702&type=chunk) - The partnership has no direct employees, with executive officers and administrative staff provided by the Manager, Dynagas Ltd., through Executive and Administrative Services Agreements[711](index=711&type=chunk)[722](index=722&type=chunk) - The board has three key committees: an **Audit Committee**, a **Conflicts Committee** to review related-party transactions, and a **Compensation Committee**[719](index=719&type=chunk)[721](index=721&type=chunk) [ITEM 7. MAJOR UNITHOLDERS AND RELATED PARTY TRANSACTIONS](index=125&type=section&id=ITEM%207.%20MAJOR%20UNITHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details the ownership structure, with the Sponsor holding a **43.9%** stake, and outlines key related party agreements, including the Omnibus Agreement and various management service agreements, which create potential conflicts of interest Major Unitholders (as of April 16, 2020) | Name of Beneficial Owner | Number of Common Units | Percentage | | :--- | :--- | :--- | | Dynagas Holding Ltd. (Sponsor) | 15,595,000 | 43.9% | | Cobas Asset Management SGIIC SA | 3,690,128 | 10.4% | - The Omnibus Agreement with the Sponsor provides the Partnership with rights of first offer and purchase options for certain LNG carriers, including the 'Optional Vessels', and contains non-competition clauses[729](index=729&type=chunk)[731](index=731&type=chunk)[737](index=737&type=chunk) - The Partnership pays its Manager, Dynagas Ltd., a daily technical management fee (**$3,075 per day** per vessel in 2019), a **1.25%** commercial management fee on gross charter hire, an executive services fee (**€538,000 per annum**), and an administrative services fee (**$10,000 per month**)[749](index=749&type=chunk)[750](index=750&type=chunk)[755](index=755&type=chunk)[758](index=758&type=chunk) - The Partnership Agreement contains provisions that modify and limit the fiduciary duties of the General Partner and directors to unitholders, allowing them to consider the interests of other parties, such as the Sponsor, when resolving conflicts of interest[761](index=761&type=chunk)[768](index=768&type=chunk) [ITEM 8. FINANCIAL INFORMATION](index=133&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section covers legal proceedings, including a putative class action lawsuit filed in May 2019, and the partnership's cash distribution policy, which is significantly limited by the **$675 million Credit Facility**'s restriction on common unit distributions - A putative class action lawsuit was filed against the Partnership in **May 2019**, alleging violations of the Securities Exchange Act related to statements about new charter agreements and distribution sustainability, which the Partnership believes are without merit[781](index=781&type=chunk) - The Partnership's cash distribution policy is to distribute all available cash quarterly, but this is subject to board discretion and significant restrictions, with the **$675 million Credit Facility** prohibiting cash distributions to common unitholders while outstanding[783](index=783&type=chunk)[795](index=795&type=chunk) [ITEM 10. ADDITIONAL INFORMATION](index=136&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section provides supplementary details, focusing on material U.S. and Marshall Islands tax considerations for unitholders, including the partnership's election to be taxed as a corporation and its qualification for the Section 883 exemption - The Partnership has elected to be treated as a corporation for U.S. federal income tax purposes[817](index=817&type=chunk) - The Partnership believes it qualifies for the **Section 883 exemption**, which exempts its U.S.-source shipping income from U.S. federal income tax, by satisfying the 'Publicly-Traded Test'[821](index=821&type=chunk)[828](index=828&type=chunk) - There is a risk the Partnership could be classified as a **Passive Foreign Investment Company (PFIC)**, which would have adverse U.S. federal income tax consequences for U.S. unitholders, though management believes it is not a PFIC based on current operations and counsel's opinion[352](index=352&type=chunk)[840](index=840&type=chunk)[843](index=843&type=chunk) - Under current Marshall Islands law, the Partnership is not subject to tax on income, and unitholders are not subject to Marshall Islands tax on distributions or capital gains[858](index=858&type=chunk) [ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=145&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The partnership is exposed to market risks including interest rate risk on its **$663.0 million** floating-rate debt, foreign currency exchange risk, and significant credit risk due to high revenue concentration from a few major charterers - The Partnership has significant exposure to interest rate risk, with **$663.0 million** in floating-rate debt as of **December 31, 2019**, where a **1% increase in LIBOR** would have decreased 2019 net income by an estimated **$5.3 million**[867](index=867&type=chunk)[868](index=868&type=chunk) - The Partnership is exposed to foreign currency risk as approximately **26%** of its operating expenses and **32%** of G&A expenses in 2019 were in non-U.S. dollar currencies[870](index=870&type=chunk) Charterer Revenue Concentration | Charterer | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Gazprom | 47% | 69% | 72% | | Yamal | 31% | 8% | - | | Equinor | 16% | 18% | 19% | | Major energy company | 6% | 2% | - | | **Total from Top 4** | **100%** | **97%** | **91%** | [ITEM 15. CONTROLS AND PROCEDURES](index=146&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the partnership's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2019, with no material changes reported during the period - Management concluded that the Partnership's disclosure controls and procedures were effective as of **December 31, 2019**[880](index=880&type=chunk) - Based on an evaluation using the **COSO framework**, management concluded that the Partnership's internal controls over financial reporting were effective as of **December 31, 2019**[886](index=886&type=chunk) [ITEM 16G. CORPORATE GOVERNANCE](index=148&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE) As a foreign private issuer, the partnership is exempt from certain NYSE corporate governance standards, including requirements for a nominating/corporate governance committee, a three-member audit committee, and regular executive sessions for non-management directors - The Partnership, as a foreign private issuer, follows home country (Marshall Islands) practice in lieu of certain NYSE corporate governance requirements[900](index=900&type=chunk) - Significant differences from NYSE standards include not having a nominating/corporate governance committee, an audit committee of two members instead of three, and no requirement for regular executive sessions of non-management directors[900](index=900&type=chunk)[902](index=902&type=chunk)[903](index=903&type=chunk) [PART III](index=149&type=section&id=PART%20III) This section contains the audited consolidated financial statements for Dynagas LNG Partners LP for the fiscal years ended December 31, 2019, 2018, and 2017 [ITEM 18. FINANCIAL STATEMENTS](index=149&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section contains the audited consolidated financial statements for Dynagas LNG Partners LP for the fiscal years ended December 31, 2019, 2018, and 2017, prepared in conformity with U.S. GAAP and audited by Ernst & Young (Hellas) Consolidated Balance Sheet Summary (in thousands) | Account | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Total Current Assets** | $18,172 | $112,963 | | **Vessels, net** | $916,697 | $947,377 | | **Total Assets** | **$989,187** | **$1,063,436** | | **Total Current Liabilities** | $64,635 | $272,742 | | **Total Long-term Debt (net)** | $607,672 | $461,062 | | **Total Partners' Equity** | **$313,707** | **$326,485** | Consolidated Income Statement Summary (in thousands) | Account | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | **Voyage Revenues** | $130,901 | $127,135 | $138,990 | | **Operating Income** | $59,916 | $52,983 | $63,944 | | **Net Income** | $3,613 | $3,613 | $17,339 | - The financial statements were prepared in conformity with **U.S. generally accepted accounting principles (U.S. GAAP)** and audited by **Ernst & Young (Hellas) Certified Auditors Accountants S.A.**[921](index=921&type=chunk)
Dynagas LNG Partners LP(DLNG) - 2018 Q4 - Annual Report
2019-04-24 21:22
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F [_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ OR [_] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 1 ...