Table of Contents REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2023 Commission File Number 001-36202 NAVIGATOR HOLDINGS LTD. (Translation of registrant's name into English) c/o NGT Services (UK) Ltd 10 Bressenden Place London, SW1E 5DH United Kingdom (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 2 ...

Financial Performance - Total operating revenues increased to $473,792 thousand in 2022, up 16.4% from $406,481 thousand in 2021[21] - Net income attributable to stockholders of Navigator Holdings Ltd. was $53,473 thousand in 2022, a significant recovery from a net loss of $30,964 thousand in 2021[21] - Adjusted EBITDA rose to $212,676 thousand in 2022, compared to $160,263 thousand in 2021, reflecting a 32.7% increase[25] - Operating income improved to $60,662 thousand in 2022, compared to an operating loss of $2,951 thousand in 2021[21] - Cash, cash equivalents, and restricted cash increased to $153,194 thousand as of December 31, 2022, up from $124,223 thousand in 2021[22] - Operating revenues for 2022 reached $405.346 million, an increase of 14.8% from $352.922 million in 2021[29] - Net cash provided by operating activities was $130,308 thousand in 2022, an increase from $97,941 thousand in 2021[22] Fleet and Operations - The company operates a fleet of 56 vessels, with some employed in the spot market, exposing it to fluctuations in charter rates[48] - Fleet utilization remained stable at 89.0% in 2022, consistent with the previous year[22] - Earning days increased to 14,010 in 2022, compared to 12,688 in 2021, reflecting improved fleet utilization[29] - Voyage expenses rose to $78.674 million in 2022, up from $71.953 million in 2021, indicating increased operational costs[29] - The average daily time charter equivalent rate increased to $23,317 in 2022, up from $22,145 in 2021[22] Market and Economic Conditions - Future growth in demand for services is contingent on global economic conditions and the demand for liquefied gas transportation[42] - The company faces potential adverse impacts on financial condition and operating results if demand for liquefied gases and seaborne transportation does not grow, influenced by various market factors[55] - The cyclical nature of charter rates for liquefied gas carriers may lead to volatility in profitability and vessel values[41] - The ongoing conflict between Russia and Ukraine could disrupt supply chains and impose economic sanctions, adversely affecting the company's operations and financial condition[77] Regulatory and Compliance Risks - The company has obligations to comply with various sanctions and embargo laws globally, and any violations could severely impact its reputation and market access[88] - Compliance with anti-corruption laws is critical, as violations could result in substantial fines and damage to the company's reputation[114] - The regulatory environment surrounding data privacy is evolving, and non-compliance could lead to significant fines and increased operational costs[117] - The company must comply with economic substance regulations in the Marshall Islands, which require entities to demonstrate adequate management, income-generating activities, and physical presence[192] Environmental and Climate Risks - Climate change poses significant operational and financial risks, particularly for the Ethylene Export Terminal in Houston, Texas, which may be affected by rising sea levels and extreme weather events[135] - Compliance with extensive environmental regulations may lead to substantial expenses and operational limitations[130] - The IMO's new regulations aim for a 40% reduction in carbon emissions by 2023 compared to 2008, requiring ships to meet specific energy efficiency standards[138] - Companies that do not comply with evolving ESG standards may face reputational damage and hindered access to capital, impacting their financial condition[141] Financial Obligations and Debt - The company has outstanding debt of $464.7 million subject to interest rate swaps, while $397.3 million is subject to variable interest rates, indicating exposure to interest rate fluctuations[167] - A hypothetical increase of 100 basis points in SOFR or U.S. LIBOR would raise annual interest payments by $4.0 million based on the debt outstanding as of December 31, 2022[167] - The company’s credit facilities bear interest rates ranging from 1.90% to 2.60% above SOFR or LIBOR, with the Terminal Facility rates at 2.5% to 3.00% above LIBOR, reflecting increased borrowing costs due to rising interest rates[166] Shareholder and Corporate Governance - The company has repurchased 1,564,333 shares between December 31, 2022, and March 17, 2023, reducing outstanding shares to 75,240,141[177] - As of March 17, 2023, principal shareholders BW Group and Ultranav collectively own approximately 57.3% of the company’s common stock, which may influence corporate actions[179] - The company currently does not pay dividends on its common stock, meaning returns for shareholders depend solely on stock price appreciation[183] - The company’s articles of incorporation contain provisions that may have anti-takeover effects, potentially discouraging unsolicited acquisition offers[198] Operational Challenges - The company continues to face operational risks related to the Ethylene Export Terminal, including potential inability to operate due to adverse weather conditions or operational issues[80] - A shortage of qualified officers could impair the company's ability to operate vessels and increase crewing costs[121] - The company may incur impairment losses if market conditions lead to a decline in vessel values, potentially breaching covenants in debt facilities[65] Strategic Initiatives - The company’s growth strategy includes selectively acquiring existing liquefied gas carriers or newbuildings, but competition may limit opportunities or increase costs[68] - The company is involved in a 50/50 joint venture for the Ethylene Export Terminal, with success dependent on the managing member's performance, which may not align with the company's interests[76]

Call Start: 10:00 January 1, 0000 10:41 AM ET Navigator Holdings Ltd. (NYSE:NVGS) Q4 2022 Earnings Conference Call March 21, 2023 10:00 ET Company Participants Randy Giveans - Executive Vice President, Investor Relations and Business Development Mads Peter Zacho - Chief Executive Officer Niall Nolan - Chief Financial Officer Oeyvind Lindeman - Chief Commercial Officer Conference Call Participants Ben Nolan - Stifel Omar Nokta - Jefferies Randy Giveans [Operator Instructions] Welcome to the Fourth Quarter Fi ...

Exhibit 1 NAVIGATOR HOLDINGS LTD. PRELIMINARY FOURTH QUARTER AND FINANCIAL YEAR 2022 RESULTS (UNAUDITED) Highlights The Company's financial information for the quarter and year ended December 31, 2022, included in this press release is preliminary and unaudited and is subject to change in connection with the completion of the Company's year-end close procedures and further financial review, including the audit currently underway by the Company's independent registered public accounting firm. Actual audited ...

Financial Data and Key Metrics Changes - Operating revenues for Q3 2022 increased by 7.9% year-over-year to $106.8 million from $102.7 million in Q3 2021 [7][11] - Adjusted EBITDA for Q3 2022 was $41.5 million, slightly up from $40.5 million in Q3 2021, but down from $55 million in the first two quarters of 2022 [10][30] - Net income for Q3 2022 was $2.4 million, a decrease from earlier quarters, with expectations for improvement in Q4 [23] Business Line Data and Key Metrics Changes - Vessel utilization improved to 85% in Q3 2022, consistent with the same period last year [8] - Average charter rates increased to over $22,000 per day in Q3 2022 from $21,900 per day in Q3 2021 [12] - Operating revenue from the Luna Pool was $3.2 million for the quarter, with voyage expenses of $3.6 million, indicating a net contribution of $400,000 to other pool participants [14] Market Data and Key Metrics Changes - Approximately 80% of U.S. ethylene exports were transported to Europe, highlighting the importance of energy security in the region [7] - Ethylene throughput at the terminal was 189,000 tons in Q3 2022, lower than previous quarters but higher than 128,000 tons in Q3 2021 [22] - The company noted a significant increase in handysize LPG export volumes in October 2022, up 40% compared to September [35] Company Strategy and Development Direction - The company announced two joint ventures to expand operational capabilities in the global liquefied gas supply chain, including a joint venture with Greater Bay Gas to acquire five ethylene-capable liquid carriers [5][47] - The company is focusing on increasing its footprint in infrastructure and supply chain connectivity, exploring synergies between shipping and terminal operations [67] - Plans for terminal expansion at Morgan's Point are underway, with construction expected to commence in Q1 2023 [51] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism for Q4 2022, expecting utilization to exceed 90% due to higher volumes of ethylene exports and ammonia demand [55][45] - The company anticipates a return to or exceeding earlier EBITDA levels in Q4 2022, driven by improved utilization and demand [10][88] - Management highlighted the structural changes in ammonia demand due to supply constraints in Europe, indicating a long-term opportunity for the company [92] Other Important Information - The company had cash of $157.1 million and total debt of $881.4 million as of September 30, 2022, with a reduction in debt by $38.8 million during Q3 [24][25] - The company is exploring refinancing options for its vessel loan facility and converting existing facilities to lower-cost financing [26] Q&A Session Summary Question: Funding for terminal expansion - Management indicated that existing cash resources are sufficient for the terminal expansion, but they are exploring options for the lowest cost of capital [60] Question: Utilization rates and time charters - Management clarified that many vessels are on time charters, contributing to improved utilization rates, and they are working on optimizing vessel employment [62][65] Question: Potential for using older vessels for infrastructure - Management acknowledged opportunities to repurpose older vessels for infrastructure projects, leveraging their tanks for storage [69] Question: Share repurchase program status - Management confirmed that the share repurchase program has not yet been initiated due to blackout periods but is expected to commence soon [75] Question: Impact of terminal expansion on current operations - Management assured that current capacity would continue operating normally during the terminal expansion [101]

WASHINGTON, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2022 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission File Number 001-36202 NAVIGATOR HOLDINGS LTD. (Translation of registrant's name into English) c/o NGT Services (UK) Ltd 10 Bressenden Place London, SW1E 5DH United Kingdom (Address of principal executive office) Indicate by check mark whether the regis ...

Navigator Holdings Ltd. (NYSE:NVGS) Q2 2022 Earnings Conference Call August 19, 2022 9:00 AM ET Company Participants Randy Giveans - Executive Vice President, Investor Relations and Business Development Dag von Appen - Chairman Mads Peter Zacho - Chief Executive Officer Niall Nolan - Chief Financial Officer Oeyvind Lindeman - Chief Commercial Officer Conference Call Participants Omar Nokta - Jefferies Ben Nolan - Stifel Sean Morgan - Evercore Turner Holm - Clarksons Climent Molins - Value InvestorÂ's Edge T ...

Financial Highlights - Operating revenues for Q2 2022 reached $123.9 million, a 45% increase compared to $85.7 million in Q2 2021[7] - Net income for Q2 2022 was $14 million, or $018 per share, a significant increase of 5,300% compared to $03 million, or $001 per share, in Q2 2021[7] - Adjusted EBITDA for Q2 2022 was $55 million, compared to $283 million for Q2 2021[7] - Cash increased to $1512 million as of June 30, 2022, compared to $964 million as of June 30, 2021[7] - Debt was reduced by $459 million during Q2 2022, bringing the total debt to $9058 million, with net debt at $7546 million[8] Commercial Performance - Fleet utilization was 874% for Q2 2022, compared to 854% for Q2 2021[9] - Ethylene export volumes through the Marine Export Terminal were 268,444 tons for Q2 2022, compared to 155,428 tons for Q2 2021[9] - Ammonia earnings days almost doubled compared to Q2 2021, reaching 15% of total earnings days[48] - Petchem earnings days increased by 15% compared to Q2 2021[48] Outlook and Strategy - Utilization in Q3 2022 is expected to remain above 85%[10] - Q3 2022 ethylene export volumes through the Marine Export Terminal are expected to be approximately 200,000 tons[11]

[Management's Discussion and Analysis of Financial Condition and Results of Operations](index=3&type=section&id=Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) [Overview](index=3&type=section&id=Overview) Navigator Holdings is the owner and operator of 53 liquefied gas carriers, including the world's largest fleet of handysize vessels, also holding a 50% share in the Ethylene Export Terminal at Morgan's Point, Texas, with its fleet specializing in transporting LPG, petrochemical gases, and ammonia for diverse clients - As of June 30, 2022, the company owns and operates a fleet of **53** liquefied gas carriers, making it the world's largest owner of handysize liquefied gas carriers[8](index=8&type=chunk)[10](index=10&type=chunk) - The company owns a **50%** share in an ethylene export marine terminal on the Houston Ship Channel, which has an export capacity of at least **one million tons** of ethylene per year[10](index=10&type=chunk)[16](index=16&type=chunk) - The fleet primarily transports LPG (propane and butane), petrochemical gases (like ethylene and propylene), and ammonia, serving a diverse client base of energy companies, industrial consumers, and commodity traders[14](index=14&type=chunk)[15](index=15&type=chunk) [Our Fleet](index=4&type=section&id=Our%20Fleet) As of August 17, 2022, the company's fleet consists of 53 vessels, including ethylene/ethane capable midsize and handysize carriers, semi-refrigerated handysize and smaller vessels, and fully-refrigerated vessels, with a significant portion employed on time charters or operating in the spot market or within vessel pools Fleet Composition and Employment Status (as of August 17, 2022) | Vessel Type | Total Count | Employment Mix | | :--- | :--- | :--- | | Ethylene/ethane capable semi-refrigerated midsize | 4 | All on Time Charter | | Ethylene/ethane capable semi-refrigerated handysize | 9 | Mix of Time Charter and Spot Market | | Ethylene/ethane capable semi-refrigerated smaller size | 5 | All in Unigas Pool | | Semi-refrigerated handysize | 19 | Mix of Time Charter and Spot Market | | Semi-refrigerated smaller size | 4 | All in Unigas Pool | | Fully-refrigerated | 7 | All on Time Charter | - Several vessels operate within pools: **nine** owned vessels are in the Luna Pool for ethylene/ethane transport, and **nine** smaller vessels are in the independently managed Unigas Pool[18](index=18&type=chunk)[19](index=19&type=chunk) [Recent Developments](index=6&type=section&id=Recent%20Developments) The company has managed impacts from the Russia-Ukraine conflict, with two charters to a Russian counterparty concluding and two others set to expire in December 2023, while the Ethylene Export Terminal saw a significant year-over-year increase in throughput to **268,444 metric tons** in Q2 2022, driven by strong European demand for U.S. energy and petrochemicals, and the company is also expanding its presence in the ammonia transport market - Two vessels on charter to a Russian counterparty were redelivered in July 2022; two other charters with the same party expire in December 2023. The counterparty remains unsanctioned[20](index=20&type=chunk) - Ethylene Export Terminal throughput increased to **268,444 metric tons** in Q2 2022, a significant rise from **155,428 metric tons** in Q2 2021, primarily driven by strong European demand[22](index=22&type=chunk) - Handysize semi-refrigerated 12-month time charter rates increased by **$35,000 pcm** during Q2 2022 to **$720,000 pcm**[23](index=23&type=chunk) - The company increased its vessels on ammonia charters to **seven** in Q2 2022, which now constitutes **15%** of its earnings days[26](index=26&type=chunk) [Results of Operations](index=7&type=section&id=Results%20of%20Operations) The company reported significant growth in both the three and six months ended June 30, 2022, compared to the same periods in 2021, driven by the addition of vessels from the Ultragas Transaction, higher time charter equivalent (TCE) rates, and increased fleet utilization, leading to a substantial increase in net income bolstered by improved operating performance and higher earnings from the Ethylene Export Terminal joint venture [Comparison for the Three Months Ended June 30, 2022 and 2021](index=7&type=section&id=Unaudited%20Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202022%20Compared%20to%20the%20Three%20Months%20Ended%20June%2030%2C%202021) For the second quarter of 2022, total operating revenues grew **44.6%** to **$123.9 million**, and net income attributable to stockholders surged to **$14.0 million** from **$0.3 million** in Q2 2021, driven by a **19.7%** increase in vessel available days from the Ultragas fleet acquisition, a rise in average TCE rates to **$24,633/day**, and higher fleet utilization of **87.4%**, with a significant contribution from the Ethylene Export Terminal joint venture, which rose to **$6.8 million** from **$2.0 million** year-over-year Q2 2022 vs Q2 2021 Financial Highlights (in thousands) | Metric | Q2 2022 | Q2 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Total Operating Revenues | $123,917 | $85,699 | 44.6% | | Operating Income | $16,771 | $7,366 | 127.7% | | Net Income Attributable to Stockholders | $14,022 | $260 | 5,293.1% | Q2 2022 vs Q2 2021 Operating Metrics | Metric | Q2 2022 | Q2 2021 | | :--- | :--- | :--- | | Fleet Utilization | 87.4% | 85.4% | | Average Daily TCE Rate | $24,633 | $22,169 | - Revenue growth was primarily due to: **$12.3 million** from increased vessel available days (Ultragas Transaction), **$8.3 million** from higher TCE rates, and **$2.0 million** from increased fleet utilization[28](index=28&type=chunk) - Depreciation and amortization increased by **61.6%** to **$31.5 million**, with **$6.2 million** of the increase resulting from changing the useful economic life of vessels from 30 to 25 years[40](index=40&type=chunk) - Share of income from the Ethylene Export Terminal Joint Venture increased to **$6.8 million** from **$2.0 million**, driven by a throughput increase to **268,444 tons** from **155,428 tons**[47](index=47&type=chunk) [Comparison for the Six Months Ended June 30, 2022 and 2021](index=11&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202022%20Compared%20to%20the%20Six%20Months%20Ended%20June%2030%2C%202021) For the first half of 2022, total operating revenues increased **42.1%** to **$243.7 million**, and net income attributable to stockholders was **$41.1 million**, compared to **$3.1 million** in H1 2021, driven by a **17.7%** increase in vessel available days, an increase in average TCE rates to **$23,781/day**, and a rise in fleet utilization to **88.4%**, with earnings from the Ethylene Export Terminal joint venture increasing to **$13.3 million** from **$1.4 million** due to a more than doubling of throughput volumes H1 2022 vs H1 2021 Financial Highlights (in thousands) | Metric | H1 2022 | H1 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Total Operating Revenues | $243,694 | $171,447 | 42.1% | | Operating Income | $34,466 | $19,700 | 75.0% | | Net Income Attributable to Stockholders | $41,060 | $3,080 | 1,233.1% | H1 2022 vs H1 2021 Operating Metrics | Metric | H1 2022 | H1 2021 | | :--- | :--- | :--- | | Fleet Utilization | 88.4% | 86.8% | | Average Daily TCE Rate | $23,781 | $22,060 | - Revenue growth was primarily due to: **$22.6 million** from increased vessel available days, **$11.7 million** from higher TCE rates, and **$3.0 million** from increased fleet utilization[51](index=51&type=chunk) - Share of income from the Ethylene Export Terminal Joint Venture increased to **$13.3 million** from **$1.4 million**, as throughput volumes rose to **535,554 tons** from **245,805 tons**[70](index=70&type=chunk) [Liquidity and Capital Resources](index=15&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2022, the company had **$151.2 million** in cash and **$20.0 million** available on a revolving credit facility, with a net current liability position of **$27.7 million** due to upcoming debt maturities, which management is actively working to refinance, while cash from operations increased to **$58.7 million** for the first half of 2022, investing activities provided **$40.4 million**, and financing activities used **$72.1 million** for debt repayments, with no newbuildings on order but potential future investments [Liquidity and Cash Needs](index=15&type=section&id=Liquidity%20and%20Cash%20Needs) The company's primary funding sources are cash from operations and financing activities, with liquidity at **$151.2 million** in cash and **$20.0 million** in undrawn credit as of June 30, 2022, and despite a net current liability of **$27.7 million** due to maturing debt, management is negotiating refinancing and believes existing resources are sufficient for the next twelve months - As of June 30, 2022, the company had cash, cash equivalents, and restricted cash of **$151.2 million**, plus **$20.0 million** available under a revolving credit facility[73](index=73&type=chunk) - A net current liability position of **$27.7 million** was reported, primarily due to the upcoming maturity of two secured term loan facilities. Management expects to refinance these facilities[76](index=76&type=chunk) - Total outstanding obligations were **$920.2 million**, with **$82.9 million** maturing in the remainder of 2022[77](index=77&type=chunk) [Capital Expenditures](index=15&type=section&id=Capital%20Expenditures) The company currently has no newbuildings on order, but future capital may be allocated to acquiring additional vessels or investing in terminal infrastructure, such as expanding the existing Ethylene Export Terminal - The company has no newbuildings on order but may acquire additional vessels or invest in terminal infrastructure as part of its growth strategy[79](index=79&type=chunk) [Cash Flows](index=16&type=section&id=Cash%20Flows) For the six months ended June 30, 2022, net cash from operating activities was **$58.7 million**, an increase from **$53.8 million** in the prior year period, net cash from investing activities was **$40.4 million**, largely from vessel sales, and net cash used in financing activities was **$72.1 million** for debt repayments, resulting in a cash balance of **$151.2 million** at the end of the period Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $58,705 | $53,812 | | Net cash provided by investing activities | $40,352 | $2,745 | | Net cash used in financing activities | ($72,064) | ($19,472) | | **Net increase in cash** | **$26,993** | **$37,085** | - Investing cash flows in H1 2022 were driven by **$26.4 million** in proceeds from vessel sales and **$14.2 million** in distributions from the Export Terminal Joint Venture[85](index=85&type=chunk) - Financing cash flows in H1 2022 were primarily used for **$68.8 million** in repayments of secured term loan facilities[87](index=87&type=chunk) [Debt Facilities](index=17&type=section&id=Debt%20Facilities) The company's debt structure includes a Terminal Facility for the Ethylene Export Terminal, multiple secured term loan and revolving credit facilities, and both senior secured and unsecured bonds, with total outstanding principal on these facilities approximately **$864 million** as of June 30, 2022, and the company was in compliance with all financial covenants Summary of Secured Term Loan and Revolving Credit Facilities (as of June 30, 2022) | Facility Date | Principal Outstanding (millions) | Maturity Date | | :--- | :--- | :--- | | January 2015 | $65.6 | Aug 2022 - Apr 2023 | | October 2016 | $70.3 | November 2023 | | June 2017 | $78.3 | June 2023 | | Total (all facilities) | $692.3 | Various | - The company has **NOK 600 million** in 2018 Senior Secured Bonds maturing in November 2023, secured by three vessels[100](index=100&type=chunk)[101](index=101&type=chunk)[103](index=103&type=chunk) - The company has **$100.0 million** in 2020 Senior Unsecured Bonds maturing in September 2025[108](index=108&type=chunk)[110](index=110&type=chunk) [Critical Accounting Estimates](index=20&type=section&id=Critical%20Accounting%20Estimates) The company's financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that are regularly reviewed, but actual results could differ, with key accounting policies detailed in the 2021 Annual Report - The preparation of financial statements under U.S. GAAP requires management to make estimates and judgments that could materially affect reported results[119](index=119&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=21&type=section&id=Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) [Interest Rate Risk](index=21&type=section&id=Interest%20Rate%20Risk) The company is exposed to interest rate risk on its variable-rate debt, with **$419.2 million** of debt subject to variable interest rates as of June 30, 2022, where a **100 basis point** change in U.S. LIBOR would impact annual interest payments by **$4.2 million**, and the company utilizes interest rate swaps to mitigate this risk - As of June 30, 2022, the company had **$419.2 million** in outstanding debt subject to variable interest rates[123](index=123&type=chunk) - A **100 basis point (1%)** variation in U.S. LIBOR would result in a **$4.2 million** change in annual interest payments[123](index=123&type=chunk) - Interest rate swaps are used to reduce exposure to market risk from changes in interest rates[124](index=124&type=chunk) [Foreign Currency Exchange Rate Risk](index=21&type=section&id=Foreign%20Currency%20Exchange%20Rate%20Risk) The company's primary currency is the U.S. Dollar, but it incurs expenses in other currencies like the Euro and Pound Sterling, with the main foreign currency exposure coming from its **NOK 600 million** senior secured bonds, which is economically hedged using a cross-currency interest rate swap to mitigate risks on both interest and principal payments - The company's primary currency is the U.S. Dollar, but it has transactional risk from expenses in foreign currencies, primarily the Euro, Pound Sterling, Danish Kroner, and Polish Zloty[125](index=125&type=chunk) - A significant exposure exists from the **NOK 600 million** senior secured bonds issued in 2018. This risk is mitigated through a cross-currency interest rate swap covering both interest and principal[126](index=126&type=chunk)[127](index=127&type=chunk) [Inflation](index=21&type=section&id=Inflation) Inflation affects operating expenses such as crewing, insurance, and drydocking costs, and rising bunker (fuel) costs can have a material effect on voyage charters where the company bears the fuel expense, potentially causing a temporary negative impact on results despite freight rates tending to adjust - Operating expenses like crewing, insurance, and drydocking are subject to inflation[128](index=128&type=chunk) - Increases in bunker costs primarily affect vessels on voyage charters, as charterers pay for fuel on time charters. As of June 30, 2022, **28 of 44** owned and managed vessels were on time charter[128](index=128&type=chunk) [Credit Risk](index=21&type=section&id=Credit%20Risk) The company faces credit risk from its vessel charterers and continuously evaluates their creditworthiness, with credit risk concentration limited as of June 30, 2022, as no single charterer employed more than four of the company's vessels - The company continuously monitors credit risk associated with its charterers. As of June 30, 2022, no single charterer employed more than **four** of its vessels[129](index=129&type=chunk) [Important Information Regarding Forward-Looking Statements](index=22&type=section&id=Important%20Information%20Regarding%20Forward-Looking%20Statements) [Forward-Looking Statements Disclosure](index=22&type=section&id=Forward-Looking%20Statements%20Disclosure) This section contains a standard safe harbor statement, warning that the report includes forward-looking statements regarding plans, strategies, and future performance, listing numerous risks and uncertainties such as market conditions, charter rates, the impact of the Russian invasion of Ukraine, and the financial success of its joint ventures, that could cause actual results to differ materially from those projected, and the company disclaims any obligation to update these statements - The report includes forward-looking statements concerning future operations and economic performance[132](index=132&type=chunk) - Key risks identified include global health crises, market trends, charter rates, ability to comply with debt covenants, the impact of the Russian invasion of Ukraine, and the success of the Ethylene Export Terminal and Ultragas integration[133](index=133&type=chunk) [Unaudited Condensed Consolidated Financial Statements](index=23&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Balance Sheets](index=23&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20December%2031%2C%202021%20and%20June%2030%2C%202022) As of June 30, 2022, the company reported total assets of **$2.125 billion**, a slight decrease from **$2.157 billion** at year-end 2021, with total liabilities decreasing to **$965.4 million** from **$1.040 billion** primarily due to debt repayments, and total stockholders' equity increasing to **$1.159 billion** from **$1.117 billion** Balance Sheet Highlights (in thousands) | Account | June 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Cash, cash equivalents and restricted cash | $151,216 | $124,223 | | Vessels, net | $1,709,356 | $1,763,252 | | **Total Assets** | **$2,124,865** | **$2,157,425** | | Current portion of secured term loan facilities | $222,684 | $148,570 | | **Total Liabilities** | **$965,405** | **$1,039,971** | | **Total Stockholders' Equity** | **$1,159,460** | **$1,117,454** | [Condensed Consolidated Statements of Operations](index=24&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20ended%20June%2030%2C%202021%20and%202022) The company's statements of operations show significant year-over-year improvement, with net income attributable to stockholders at **$14.0 million** (**$0.18** per diluted share) for Q2 2022, compared to **$0.3 million** (**$0.01** per diluted share) in Q2 2021, and **$41.1 million** (**$0.53** per diluted share) for the six-month period, up from **$3.1 million** (**$0.05** per diluted share) in H1 2021 Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | Total Operating Revenues | $123,917 | $85,699 | $243,694 | $171,447 | | Operating Income | $16,771 | $7,366 | $34,466 | $19,700 | | Net Income Attributable to Stockholders | $14,022 | $260 | $41,060 | $3,080 | | Diluted EPS | $0.18 | $0.01 | $0.53 | $0.05 | [Condensed Consolidated Statements of Comprehensive Income](index=25&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20for%20the%20Three%20and%20Six%20Months%20ended%20June%2030%2C%202021%20and%202022) For the six months ended June 30, 2022, total comprehensive income was **$41.5 million**, consisting of **$41.8 million** in net income and a foreign currency translation loss of **$0.2 million**, compared to a total comprehensive income of **$3.9 million** for the same period in 2021 Comprehensive Income Summary (in thousands) | Metric | H1 2022 | H1 2021 | | :--- | :--- | :--- | | Net Income | $41,764 | $3,863 | | Foreign currency translation (loss) / gain | ($235) | $33 | | **Total Comprehensive Income** | **$41,529** | **$3,896** | [Condensed Consolidated Statements of Stockholders' Equity](index=26&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20for%20the%20Three%20and%20Six%20Months%20ended%20June%2030%2C%202021%20and%202022) Stockholders' equity increased from **$1.117 billion** at the start of 2022 to **$1.159 billion** as of June 30, 2022, primarily driven by net income of **$41.8 million** for the six-month period, partially offset by a foreign currency translation loss, with the number of outstanding shares remaining relatively stable at approximately **77.3 million** - Total equity increased from **$1,117.5 million** on January 1, 2022, to **$1,159.5 million** on June 30, 2022[143](index=143&type=chunk) - The primary driver of the equity increase was net income of **$41.8 million** for the six-month period[143](index=143&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=27&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20ended%20June%2030%2C%202021%20and%202022) For the first six months of 2022, cash and cash equivalents increased by **$27.0 million**, with net cash provided by operating activities at **$58.7 million**, investing activities providing **$40.4 million** largely from vessel sales, and financing activities using **$72.1 million** for debt repayments, resulting in a cash balance of **$151.2 million** at the end of the period Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $58,705 | $53,812 | | Net cash provided by investing activities | $40,352 | $2,745 | | Net cash used in financing activities | ($72,064) | ($19,472) | | **Net increase in cash** | **$26,993** | **$37,085** | | **Cash at end of period** | **$151,216** | **$96,356** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=28&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies and financial figures, covering the basis of presentation, revenue recognition, vessels, equity investments, debt structure, derivative instruments, share-based compensation, commitments, and related party transactions, notably including a significant accounting change reducing vessels' estimated useful lives from 30 to 25 years [Note 1: General Information and Basis of Presentation](index=28&type=section&id=Note%201.%20General%20Information%20and%20Basis%20of%20Presentation) The company operates a fleet of **53** gas carriers and has a **50%** share in an ethylene export terminal, with financial statements prepared under U.S. GAAP, and despite a net current liability position of **$27.7 million** due to maturing debt, management has determined the going concern basis is appropriate as it expects to successfully refinance these facilities - Management has adopted the going concern basis for preparing financial statements, despite a net current liability of **$27.7 million**, based on the expectation of refinancing maturing debt facilities[156](index=156&type=chunk)[157](index=157&type=chunk) [Note 3: Operating Revenues](index=30&type=section&id=Note%203.%20Operating%20revenues) Operating revenues are generated from time charters and voyage charters, with time charter revenues at **$112.5 million** and voyage charter revenues at **$93.7 million** for the six months ended June 30, 2022, and as of June 30, 2022, the company had committed future undiscounted time charter revenues of **$388.6 million** Operating Revenue by Source - H1 2022 (in thousands) | Revenue Source | H1 2022 | | :--- | :--- | | Time charters | $112,522 | | Voyage charters | $93,749 | | Voyage charters from Luna Pool | $12,530 | | Operating revenues from Unigas Pool | $24,893 | | **Total Operating Revenues** | **$243,694** | - As of June 30, 2022, estimated undiscounted cash flows for committed time charter revenues totaled **$388.6 million**, with **$167.5 million** expected within one year[162](index=162&type=chunk) [Note 4: Vessels, Net](index=31&type=section&id=Note%204.%20Vessels%2C%20net) The net book value of the company's vessels was **$1.709 billion** as of June 30, 2022, following a significant accounting change effective January 1, 2022, reducing the estimated useful lives of vessels from **30 years** to **25 years** to reflect the impact of climate change, and during the first half of 2022, the company sold two vessels, Navigator Neptune and Happy Bird - Effective January 1, 2022, the company changed the estimated useful lives of its vessels from **30 years** to **25 years**[172](index=172&type=chunk) - The net book value of vessels decreased from **$1.763 billion** at year-end 2021 to **$1.709 billion** at June 30, 2022, reflecting depreciation and the sale of two vessels[168](index=168&type=chunk) [Note 5: Equity Method Investments](index=31&type=section&id=Note%205.%20Equity%20Method%20Investments) The company holds several equity method investments, with the largest being its **50%** stake in the Export Terminal Joint Venture, which had a carrying value of **$147.0 million** as of June 30, 2022 with no impairment recorded, and the company also holds interests in Luna Pool Agency, Unigas International, and Dan Unity CO2 - The carrying value of the investment in the Export Terminal Joint Venture was **$147.0 million** as of June 30, 2022. No impairment has been recorded[185](index=185&type=chunk) - For H1 2022, the company recognized **$13.3 million** in income from its equity method investments and received **$14.2 million** in distributions[177](index=177&type=chunk)[183](index=183&type=chunk) [Note 9: Derivative Instruments](index=34&type=section&id=Note%209.%20Derivative%20Instruments%20Accounted%20for%20at%20Fair%20Value) The company uses derivative instruments, primarily interest rate swaps and a cross-currency interest rate swap, to manage market risks, with interest rate swaps having a net fair value asset of **$14.4 million** as of June 30, 2022, and the cross-currency swap, used to hedge the NOK-denominated bonds, having a fair value liability of **$12.7 million**, resulting in an unrealized loss of **$7.7 million** for the first half of 2022 Fair Value of Derivative Instruments (as of June 30, 2022, in thousands) | Instrument | Fair Value (Asset / Liability) | | :--- | :--- | | Cross-currency interest rate swap | $(12,725) | | Interest rate swap agreements | $14,405 | - The cross-currency interest rate swap is used to economically hedge the foreign currency exposure on the NOK-denominated 2018 Bonds[204](index=204&type=chunk) [Note 12: Share-Based Compensation](index=38&type=section&id=Note%2012.%20Share-Based%20Compensation) The company maintains a long-term incentive plan, granting restricted shares and share options to directors, officers, and employees, with **85,716** restricted shares and **10,000** share options granted in H1 2022, total share-based compensation cost recognized in H1 2022 approximately **$0.5 million**, and **$0.9 million** in unrecognized compensation costs as of June 30, 2022 - During H1 2022, the company recognized **$475,692** in share-based compensation costs for share grants[225](index=225&type=chunk) - As of June 30, 2022, there was a total of **$857,827** in unrecognized compensation costs related to non-vested restricted shares, expected to be recognized over a weighted average period of **1.55 years**[225](index=225&type=chunk) [Note 13: Commitments and Contingencies](index=39&type=section&id=Note%2013.%20Commitments%20and%20Contingencies) As of June 30, 2022, the company had total contractual obligations of **$920.2 million**, including **$692.3 million** for secured term loan facilities, **$100.0 million** for the 2020 Bonds, **$71.7 million** for the 2018 Bonds, and **$51.5 million** for the Navigator Aurora facility Total Contractual Obligations (as of June 30, 2022, in thousands) | Obligation | Total Amount | | :--- | :--- | | Secured term loan facilities | $692,286 | | 2020 Bonds | $100,000 | | 2018 Bonds | $71,697 | | Office operating leases | $4,705 | | Navigator Aurora Facility | $51,488 | | **Total** | **$920,176** | [Note 16: Variable Interest Entities (VIEs)](index=41&type=section&id=Note%2016.%20Variable%20Interest%20Entities) The company consolidates several Variable Interest Entities (VIEs) where it is deemed the primary beneficiary, including PT Navigator Khatulistiwa, the lessor entity for the Navigator Aurora (OCY Aurora Ltd.), and two entities acquired in the Ultragas Transaction (UCPI and USPI), with these VIEs having total assets of **$186.2 million** and liabilities of **$69.9 million** included in the consolidated balance sheet as of June 30, 2022 - The company consolidates OCY Aurora Ltd., the special purpose vehicle that owns the vessel Navigator Aurora under a sale and leaseback arrangement, because it is deemed the primary beneficiary[243](index=243&type=chunk)[244](index=244&type=chunk) - As of June 30, 2022, the consolidated VIEs had total assets of **$186.2 million** and total liabilities of **$69.9 million**[248](index=248&type=chunk) [Note 17: Related Party Transactions](index=41&type=section&id=Note%2017.%20Related%20Party%20Transactions) Following the Ultragas Transaction, Naviera Ultranav Limitada became a principal shareholder with a **27.5%** ownership interest, and the company entered into a Transitional Services Agreement with an Ultranav affiliate (UBS) for back-office services at a monthly fee of **$173,659**, with other related parties including Ocean Yield Malta Limited (related to the Navigator Aurora financing) and various pools - Naviera Ultranav Limitada holds a **27.5%** ownership interest in the company and is considered a principal shareholder[250](index=250&type=chunk) - A Transitional Services Agreement is in place with Ultranav Business Support ApS for various back-office services, with a monthly fee of **$173,659**[251](index=251&type=chunk)

PART I [Key Information](index=5&type=section&id=Item%203.%20Key%20Information) This section presents selected historical financial data and outlines significant business, stock, and tax-related risks [Selected Financial Data](index=5&type=section&id=A.%20Selected%20Financial%20Data) The company's financial performance from 2017-2021 shows revenue growth but a net loss in 2021 due to vessel impairment Selected Historical Financial Data (2017-2021) | Indicator | 2017 | 2018 | 2019 | 2020 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Operating Revenues** | $298.6M | $310.0M | $301.4M | $332.5M | $406.5M | | **Operating Income/(Loss)** | $47.2M | $41.5M | $32.6M | $41.8M | ($3.0M) | | **Net Income/(Loss) Attributable to Stockholders** | $5.3M | ($5.7M) | ($16.7M) | ($0.4M) | ($31.0M) | | **EPS (Basic & Diluted)** | $0.10 | ($0.10) | ($0.30) | ($0.01) | ($0.48) | | **Total Assets** | $1,853.9M | $1,832.8M | $1,874.3M | $1,839.4M | $2,157.4M | | **Net Cash from Operating Activities** | $75.9M | $77.5M | $49.7M | $44.7M | $98.0M | | **Adjusted EBITDA** | $120.8M | $117.6M | $107.7M | $119.1M | $160.3M | Key Operational Metrics (2017-2021) | Metric | 2017 | 2018 | 2019 | 2020 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Fleet Utilization** | 87.6% | 89.0% | 86.8% | 86.8% | 87.4% | | **Time Charter Equivalent (TCE) Rate** | $21,018 | $20,284 | $20,831 | $21,573 | $22,145 | | **Daily Vessel Operating Expenses** | $7,635 | $7,694 | $8,037 | $7,873 | $7,954 | - In 2021, the company recorded a significant vessel impairment loss of **$63.6 million**, which was a primary driver of the net loss for the year[23](index=23&type=chunk)[64](index=64&type=chunk) [Risk Factors](index=8&type=section&id=D.%20Risk%20Factors) The company faces risks from charter rate cyclicality, customer dependency, geopolitical events, and internal control weaknesses - The international liquefied gas carrier market is cyclical, leading to **volatility in charter rates, profitability, and vessel values**[42](index=42&type=chunk) - A significant portion of revenue is generated from a limited number of customers; in 2021, two customers accounted for approximately **20.7% of total operating revenues**[55](index=55&type=chunk) - The conflict between Russia and Ukraine could disrupt supply chains, impact charterparties with a Russian counterparty, and create crewing challenges[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) - The company has identified and is working to remediate a **material weakness in its internal control over financial reporting** related to a lack of sufficient accounting personnel[181](index=181&type=chunk) - Major shareholders BW Group and Ultranav collectively own approximately **55.8% of the company's common stock**, allowing them to exert considerable influence[173](index=173&type=chunk) [Information on the Company](index=40&type=section&id=Item%204.%20Information%20on%20the%20Company) The company owns the world's largest fleet of handysize liquefied gas carriers and details its history, operations, and strategy [History and Development of the Company](index=40&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Navigator Holdings Ltd was formed in 1997, completed its IPO in 2013, and acquired the Ultragas fleet in 2021 - The company was formed in 1997, redomiciled to the Marshall Islands in 2008, and completed its IPO on the NYSE (ticker: NVGS) in November 2013[204](index=204&type=chunk)[205](index=205&type=chunk) - In August 2021, the company acquired the fleet and businesses of Ultragas by issuing **21,202,671 shares of common stock** to Ultranav[205](index=205&type=chunk) [Business Overview](index=40&type=section&id=B.%20Business%20Overview) The company operates a fleet of 53 liquefied gas carriers and a 50% stake in a marine export terminal, serving major energy companies - The company owns and operates 53 liquefied gas carriers and holds a **50% share in an ethylene export marine terminal** with a capacity of one million tons per year[206](index=206&type=chunk)[212](index=212&type=chunk) - Key business strategies include maximizing terminal throughput, achieving synergies from the Ultragas merger, and capitalizing on growing demand for seaborne ethane and ethylene transport[213](index=213&type=chunk) - As of December 31, 2021, the fleet consisted of 55 vessels, with **26 on time charters** and **17 in the spot market**[221](index=221&type=chunk) - The company provides in-house technical management for 33 of its 53 vessels, with the remaining 20 managed by third parties[247](index=247&type=chunk) - Operations are subject to extensive environmental regulations, including MARPOL Annex VI air emission standards and the U.S. Oil Pollution Act of 1990 (OPA 90)[285](index=285&type=chunk)[290](index=290&type=chunk)[302](index=302&type=chunk) [Operating and Financial Review and Prospects](index=69&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section analyzes the company's 2021 financial performance, liquidity, market trends, and critical accounting estimates [Operating Results](index=69&type=section&id=A.%20Operating%20Results) Operating revenues increased 22.3% in 2021, but a $63.6 million vessel impairment led to a significant net loss Comparison of Operating Results (2020 vs. 2021) | Metric | 2020 | 2021 | % Change | | :--- | :--- | :--- | :--- | | **Total Operating Revenues** | $332.5M | $406.5M | 22.3% | | **Total Operating Expenses** | $290.7M | $409.4M | 40.8% | | **Operating Income / (Loss)** | $41.8M | ($3.0M) | -107.2% | | **Impairment Losses on Vessels** | $0 | $63.6M | N/A | | **Share of Result of Equity Method Investments** | $0.7M | $11.1M | 1612.3% | | **Net Loss Attributable to Stockholders** | ($0.4M) | ($31.0M) | -6912.4% | - The increase in 2021 operating revenue was primarily due to a **6.1% increase in vessel available days** and a rise in average TCE rates to $22,145/day[417](index=417&type=chunk)[418](index=418&type=chunk) - Vessel operating expenses increased by **19.8% to $131.2 million** in 2021, while general and administrative costs rose **21.0% to $28.9 million**[425](index=425&type=chunk)[428](index=428&type=chunk) - The company recorded a **$63.6 million impairment loss** on eight vessels in 2021 after reducing the estimated useful life of vessels from 30 to 25 years[427](index=427&type=chunk)[559](index=559&type=chunk) [Liquidity and Capital Resources](index=85&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $124.2 million in cash and reports total outstanding debt of $993.1 million at year-end 2021 - As of December 31, 2021, the company had **$124.2 million in cash and cash equivalents** and $22.8 million available from credit facilities[464](index=464&type=chunk) Summary of Cash Flows (in thousands) | Cash Flow Activity | 2019 | 2020 | 2021 | | :--- | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $49,700 | $44,673 | $97,989 | | **Net Cash (Used in)/Provided by Investing Activities** | ($90,409) | ($16,151) | $33,057 | | **Net Cash Provided by/(Used in) Financing Activities** | $35,324 | ($35,381) | ($66,094) | - The company has various debt instruments including secured term loans, **NOK 600 million senior secured bonds** due 2023, and **$100 million senior unsecured bonds** due 2025[484](index=484&type=chunk)[495](index=495&type=chunk)[520](index=520&type=chunk)[527](index=527&type=chunk) - Debt facilities contain financial covenants, including maintaining **minimum liquidity of $50.0 million** and a **minimum equity ratio of 30%**, with which the company was in compliance[516](index=516&type=chunk)[518](index=518&type=chunk)[525](index=525&type=chunk) [Trend Information](index=95&type=section&id=D.%20Trend%20Information) Key business trends include risks from the Russia-Ukraine conflict, strong terminal performance, and positive shipping market dynamics - The Russian invasion of Ukraine creates uncertainty, potentially affecting four charterparties and the crewing of vessels with approximately **120 Russian and Ukrainian officers**[540](index=540&type=chunk)[542](index=542&type=chunk)[543](index=543&type=chunk) - The Marine Export Terminal achieved a record monthly export of **106,000 metric tons of ethylene** in January 2022[544](index=544&type=chunk) - Vessel utilization improved significantly from 80.8% in September 2021 to **95.4% in December 2021**, with handysize freight rates rising 15% in Q4 2021[545](index=545&type=chunk) - A high oil price environment is making U.S. ethane-based ethylene more competitive globally, increasing demand for exports[547](index=547&type=chunk) [Critical Accounting Estimates](index=97&type=section&id=E.%20Critical%20Accounting%20Estimates) Key estimates involve vessel valuation and impairment, with a change in useful life triggering a $58.2 million impairment charge in 2021 - The valuation of vessels acquired in the Ultragas Transaction was a critical estimate, using a discounted cash flow model[551](index=551&type=chunk)[553](index=553&type=chunk) - In 2021, the company reduced the **estimated useful life of its vessels from 30 to 25 years**, which triggered an impairment review[559](index=559&type=chunk) - The impairment review indicated that eight vessels were impaired, leading to an aggregate impairment loss of **$58.2 million** recognized in 2021[559](index=559&type=chunk)[810](index=810&type=chunk) - The impairment analysis relies on subjective assumptions, including **10-year historical average TCE rates** for unfixed vessels[561](index=561&type=chunk) [Directors, Senior Management and Employees](index=99&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details the company's board composition, executive compensation, committee structure, and employee count - The Board of Directors includes designees from major shareholders Naviera Ultranav Limitada and BW Group[566](index=566&type=chunk)[571](index=571&type=chunk)[572](index=572&type=chunk) - Executive officers include Oeyvind Lindeman (CCO), Niall Nolan (CFO), and Michael Schroder (Executive Officer)[575](index=575&type=chunk)[576](index=576&type=chunk)[577](index=577&type=chunk) - For fiscal year 2021, aggregate cash compensation for all officers was **$1.4 million**, supplemented by **22,135 shares of restricted stock**[582](index=582&type=chunk)[584](index=584&type=chunk) - The company had **124 employees** as of December 31, 2021, an increase from 80 employees at the end of 2020[612](index=612&type=chunk) [Major Shareholders and Related Party Transactions](index=105&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) BW Group and Ultranav collectively own a majority stake of 55.8% and have significant influence through Investor Rights Agreements Major Shareholders as of April 27, 2022 | Beneficial Owner | Shares Beneficially Owned | Percentage | | :--- | :--- | :--- | | BW Group | 21,874,716 | 28.3% | | Naviera Ultranav Limitada | 21,202,671 | 27.5% | | Neil Gagnon | 4,058,179 | 5.3% | - The company entered into Investor Rights Agreements with BW Group and Ultranav, providing each with the right to designate two members to the board of directors[619](index=619&type=chunk)[620](index=620&type=chunk) [Financial Information](index=107&type=section&id=Item%208.%20Financial%20Information) The company does not anticipate paying dividends in the near term and reports no material legal proceedings - The company does not anticipate declaring or paying any cash dividends in the near term and plans to retain earnings for business growth[624](index=624&type=chunk) - The company is not aware of any legal proceedings or claims that would have a material adverse effect on its financial statements[623](index=623&type=chunk) [Additional Information](index=108&type=section&id=Item%2010.%20Additional%20Information) This section outlines material contracts, U.S. federal income tax consequences, and the company's non-PFIC status - Material contracts include multiple secured credit facilities, bond agreements, the PTNK Joint Venture Agreement, and Investor Rights Agreements[632](index=632&type=chunk)[633](index=633&type=chunk)[634](index=634&type=chunk) - The company believes it was **not a Passive Foreign Investment Company (PFIC)** for any prior taxable year and does not expect to be one in the future[197](index=197&type=chunk)[199](index=199&type=chunk)[649](index=649&type=chunk) - As a Marshall Islands corporation, the company is not subject to Republic of the Marshall Islands income, capital gains, or withholding taxes[667](index=667&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=116&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to market risks from interest rates, foreign currency exchange rates, and inflation - The company is exposed to interest rate risk on **$466.3 million of outstanding variable-rate debt**; a 1% change in LIBOR would result in a **$4.7 million change** in annual interest expense[675](index=675&type=chunk) - Foreign currency risk is primarily associated with **NOK 600 million in senior secured bonds**, which is economically hedged using a cross-currency interest rate swap[679](index=679&type=chunk) - Inflation poses a risk to operating expenses such as crewing, insurance, and drydocking costs[681](index=681&type=chunk) PART II [Controls and Procedures](index=118&type=section&id=Item%2015.%20Controls%20and%20Procedures) Disclosure controls were deemed ineffective as of year-end 2021 due to an unremediated material weakness in financial reporting - Management concluded that **disclosure controls and procedures were not effective** as of December 31, 2021[688](index=688&type=chunk) - A **material weakness in internal control over financial reporting persists**, relating to a lack of sufficient accounting personnel with expertise in U.S. GAAP and SEC requirements[691](index=691&type=chunk)[693](index=693&type=chunk) - The audit of internal controls for 2021 excluded the newly acquired Ultragas entities, which represented approximately **19% of consolidated total assets**[695](index=695&type=chunk) [Corporate Governance and Accountant Information](index=119&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Accountant%20Information) This section covers the change in principal accountant, audit committee composition, and differences from NYSE governance standards - The company changed its independent registered public accounting firm from **Ernst & Young LLP to PricewaterhouseCoopers LLP**, effective November 30, 2021[699](index=699&type=chunk)[708](index=708&type=chunk) - The change in auditors was not the result of any disagreements on accounting principles or practices[708](index=708&type=chunk) - As a foreign private issuer, the company's corporate governance practices **differ from NYSE standards** for U.S. companies, notably in committee structure[710](index=710&type=chunk)[711](index=711&type=chunk)[713](index=713&type=chunk) PART III [Financial Statements](index=123&type=section&id=Item%2018.%20Financial%20Statements) This section contains the company's audited consolidated financial statements and reports from its independent auditors [Notes to the Consolidated Financial Statements](index=140&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail key accounting policies, the Ultragas acquisition, debt facilities, and subsequent events - The company completed the acquisition of Ultragas on August 4, 2021, for a total consideration of **$410.4 million**[863](index=863&type=chunk)[864](index=864&type=chunk) - In 2021, the company changed its estimate for the useful life of its vessels from 30 years to 25 years, resulting in a **$58.2 million impairment charge** on eight vessels[810](index=810&type=chunk) - The company has multiple debt facilities with various financial covenants and was in compliance with all covenants as of December 31, 2021[939](index=939&type=chunk)[944](index=944&type=chunk)[947](index=947&type=chunk) - Subsequent to year-end, the company sold two older vessels in January and March 2022 for combined proceeds of **$27.1 million**[1033](index=1033&type=chunk)[1034](index=1034&type=chunk)