Transactions with related parties: | 3. Transactions with related parties: During the years ended December 31, 2015, 2014 and 2013, the Partnership incurred the following charges in connection with related party transactions, which are included in the accompanying consolidated financial statements: Year ended December 31, 2015 2014 2013 Included in voyage expenses Charter hire commissions (a) $ 1,821 $ 1,363 $ 1,011 Included in general and administrative expenses Executive services fee (d) $ 599 $ 803 $ — Administrative services fee (e) $ 120 $ 134 $ — Management fees-related party Management fees (a) $ 4,870 $ 3,566 $ 2,737 As of December 31, 2015 and 2014 balances with related parties consisted of the following: Year ended December 31, 2015 2014 Assets: Working capital advances granted to the Manager (a) $ 460 $ 889 Security deposits to Manager (a) $ 1,350 $ 1,125 Liabilities included in Due to related party: Executive service charges due to Manager (d) $ — $ 135 Administrative service charges due to Manager (e) $ 30 $ — Other Partnership expenses due to Manager $ 200 $ 7 Total liabilities due to related party, current $ 230 $ 142 Credit financing balance due to Sponsor (c) $ 35,000 $ — Total liabilities due to related party, non-current $ 35,000 $ — (a) Dynagas Ltd. Dynagas Ltd.is a company beneficially owned by the Partnership's Chairman. The Manager provides each vessel-owning entity of the Partnership with certain technical and vessel administrative management services in exchange for a daily management fee, pursuant to identical management agreements that initially terminate on December 31, 2020, and which shall, thereafter, automatically be extended in additional eight-year increments if notice of termination is not previously provided by the Partnership's vessel-owning subsidiaries. The management agreements initially provided for a daily management fee of $2.5. Beginning on the first calendar year after the commencement of the vessel management agreements and each calendar year thereafter, these fees are adjusted upwards by 3% until expiration of the management agreement, subject to further annual increases to reflect material unforeseen costs of providing the management services, by an amount to be agreed between the Partnership and the Manager, which amount will be reviewed and approved by the Partnership's conflicts committee. Under the terms of the management agreements, the Manager charges the Partnership for any additional capital expenditures, financial costs, operating expenses for the vessels and general and administrative expenses of the vessel owning subsidiaries of the Partnership that are not covered by the management fees. In each of the years ended December 31, 2015, 2014 and 2013, each vessel was charged with a daily management fee of $2.7, $2.6 and $2.5, respectively. The management agreements also provide for: (i) a commission of 1.25% over charter-hire agreements arranged by the Manager and, (ii) a lump sum new-building supervision fee of $700 for the services rendered by the Manager in respect of the construction of the vessel plus out of pocket expenses. The agreements will terminate automatically after a change of control of the owners and/or of the owners' ultimate parent, in which case an amount equal to the estimated remaining fees but in any case not less than for a period of at the least 36 months and not more than 60 months, will become payable to the Manager. As of December 31, 2015, based on the maximum period prescribed in the management agreements and the basic daily fee in effect during the year ended December 31, 2015, such termination fee would be approximately $29.1 million. The management agreements also provide for an advance equal to three months daily management fee. In the case of termination of the management agreements, prior to their eight year term, by any reason other than Manager's default, the advance is not refundable. Such advances as of December 31, 2015 and 2014, amounted to $1,350 and $1,125, respectively, and are separately reflected in Non-Current Assets as Due from related party in the accompanying consolidated balance sheets. (b) Loan from related party On November 18, 2013, upon the completion of its IPO, the Partnership entered into an interest free $30.0 million revolving credit facility with its Sponsor, with an original term of five years from the closing date, to be used for general Partnership purposes, including working capital. The facility may be drawn and be prepaid in whole or in part at any time during the life of the facility. No amounts have been drawn under the respective facility as of December 31, 2015 and 2014. (c) Omnibus Agreement On November 18, 2013, the Partnership entered into an agreement with its Sponsor (the “Omnibus Agreement”) to govern among other things i) the terms and the extent the Partnership and the Sponsor may compete each other, ii) the procedures to be followed for the exercise of Partnership's options to acquire certain vessels offered by its Sponsor (the “Optional Vessels”) , iii) certain rights of first offer to the Sponsor for the acquisition of LNG carriers from the Partnership and, iv) Sponsor's provisions of certain indemnities to the Partnership. On June 23, 2014 and September 25, 2014, the Partnership completed the drop down of two of these Optional Vessels and acquired, the two sister, 2013 built, ice class, LNG carriers namely Arctic Aurora Yenisei River Arctic Aurora Yenisei River control transactions, with the aggregate amount of $88.1 million in excess of the assets' net book value recognized as preferential deemed dividend to the Sponsor (Note 9). Under the partnership agreement, the general partner has irrevocably delegated to the Partnership's Board of Directors the power to oversee and direct the operations, manage and determine the strategies and policies of Dynagas Partners. During the period from the IPO in November 2013 until the time of the Partnership's first annual general meeting ("AGM") in October 2014, the General Partner retained the sole power to appoint, remove and replace all members of the Partnership's Board of Directors. From the first AGM, three of the five board members became electable by the common unitholders and as a result, the Partnership no longer accounts for vessel acquisitions from the Sponsor as transfers of equity interests between entities under common control. On December 21, 2015, the Partnership completed the third dropdown from its Sponsor and acquired 100% of the ownership interests in the entity that owns and operates the Lena River Arctic Aurora Yenisei River Lena River Lena River Lena River The acquisition was funded with i) the net proceeds of an underwritten offering of 3,000,000 9.00% Series A Cumulative Perpetual Redeemable Preferred Units (the “Series A Preferred Units”) concluded in July 2015 (Note 9), ii) approximately $126.3 million from the borrowings under a new $200 million senior term loan facility backed by a group of lenders, with ABN Amro NV acting as agent, dated December 17, 2015 (the “$200 Million Term Loan Facility”) (Note 5), and iii) cash on hand. At the closing date of the transaction, the Sponsor provided a $35.0 million interest free credit financing to the Partnership in respect of unsettled amounts in connection with the acquisition, which should be repaid by the Partnership on the first business day falling 180 after the delivery of the vessel or at any earlier date at the Partnership's option. The Lena River As of December 31, 2015, the Partnership still retained the legal right to purchase from its' Sponsor four Optional Vessels, wholly owned by it. Following an amendment to the Omnibus Agreement in April 2016 (Note 13 (g)), the Partnership has also the right, but not the obligation, to acquire from its Sponsor its ownership interest in each of the five entities that each owns a 172,000 cubic meter ARC7 LNG carrier that is currently under construction, or the Additional Optional Vessels. (d) Executive Services Agreement On March 21, 2014, the Partnership entered into an executive services agreement with its Manager with retroactive effect from the IPO closing date, pursuant to which the Manager provides the Partnership the services of its executive officers, who report directly to the Board of Directors. Under the agreement, the Manager is entitled to an executive services fee of €538 per annum (or $587 on the basis of a Euro/US Dollar exchange rate of €1.0000/$1.0906 at December 31, 2015), payable in equal monthly installments. The agreement has an initial term of five years and automatically renews for successive five year terms unless terminated earlier. (e) Administrative Services Agreement On December 30, 2014 and effective as of the IPO closing date, the Partnership entered into an administrative services agreement with its Manager, according to which the Partnership is provided with certain financial, accounting, reporting, secretarial and information technology services, for a monthly fee of $10, plus expenses, payable in quarterly installments. The agreement can be terminated upon 120 days' notice granted either by the Partnership's Board of Directors or by Dynagas. |