SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Dated: January 26, 2012
Commission File No. 001-33811
NAVIOS MARITIME PARTNERS L.P.
85 AktiMiaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
On January 26, 2012, Navios Maritime Partners L.P. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2011. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
The information contained in this Report is hereby incorporated by reference into the Registration Statement on Form F-3, File No. 333-170284.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAVIOS MARITIME PARTNERS L.P. | ||
| By: | /s/ AngelikiFrangou | |
| AngelikiFrangou | ||
| Chief Executive Officer | ||
| Date: January 27, 2012 | ||
EXHIBIT INDEX
| Exhibit No. |
Exhibit | |
| 99.1 | Press Release dated January 26, 2012 | |
Exhibit 99.1
Navios Maritime Partners L.P.
Reports Financial Results for the Fourth Quarter and Year Ended December 31, 2011
| • | Cash distribution of $0.44 per unit for Q4 2011 |
| • | 18.8% increase in quarterly Revenue to $50.5 million |
| • | 15.5% increase in quarterly Operating Surplus to $31.3 million |
| • | 19.9% increase in quarterly EBITDA to $38.6 million |
PIRAEUS, GREECE, January 26, 2012 – Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM), an owner and operator of dry cargo vessels, today reported its financial results for the fourth quarter and the year ended December 31, 2011.
Ms. Angeliki Frangou, Chairman and Chief Executive Officer of Navios Partners, stated: “We are pleased with the results of the fourth quarter and full year 2011. We declared a distribution of $0.44 per unit for the fourth quarter, representing an annualized distribution of $1.76 and a current yield of almost 11%.”
Ms. Frangou continued, “We built a vibrant MLP, with a strong group of assets generating healthy cash flow. During this past year, we reinforced our operating stability by locking in technical and commercial management services for an additional five years and making accretive acquisitions. We have increased our distributions in the aggregate by 25.7% since our IPO in 2007 and look forward to further growing our cash flows and distributions.”
RECENT DEVELOPMENTS
Cash Distribution
The Board of Directors of Navios Partners declared a cash distribution for the fourth quarter of 2011 of $0.44 per unit. The cash distribution is payable on February 14, 2012 to unitholders of record on February 9, 2012.
Navios Apollon Charter Party
Navios Partners has entered into a new charter with a subsidiary of Navios Maritime Holdings Inc. for the Navios Apollon. The term of this charter is approximately two years commencing upon completion of the current charter, at a daily rate of $12,500 net per day for the first year and $13,500 net per day for the second year, plus 50/50 profit sharing based on actual earnings.
Long-Term and Insured Cash Flow
Navios Partners has entered into medium to long-term time charter-out agreements for its vessels with a remaining average term of approximately four years, providing a stable base of revenue and distributable cash flow. Navios Partners has currently contracted out 96.6% of its available days for 2012, 79.3% for 2013 and 45.0% for 2014, generating revenues of approximately $192.6 million, $159.3 million and $99.7 million, respectively. The average contractual daily charter-out rate for the fleet is $30,270, $30,597 and $33,744 for 2012, 2013 and 2014, respectively. The average daily charter-in rate for the active long-term charter-in vessels is $13,513 for 2012.
1
Navios Partners’ charter-out contracts are insured for credit default by an AA rated European Union governmental agency.
FINANCIAL HIGHLIGHTS
For the following results and the selected financial data presented herein, Navios Partners has compiled consolidated statements of income for the three month periods and for the years ended December 31, 2011 and 2010. The quarterly and year ended 2011 and 2010 information was derived from the unaudited condensed consolidated financial statements for the respective periods. EBITDA, Adjusted EBITDA, Adjusted Net income, Adjusted Earnings per Common Unit and Operating Surplus are non-GAAP financial measures and should not be used in isolation or substitution for Navios Partners’ results.
| (in $ ‘000 except per unit data) | Three Month December 31, (unaudited) |
Three Month Period ended December 31, 2010 (unaudited) |
Year ended (unaudited) |
Year ended (unaudited) |
||||||||||||
| Revenue |
$ | 50,464 | $ | 42,489 | $ | 186,953 | $ | 143,231 | ||||||||
| Net income |
$ | 18,661 | $ | 18,397 | $ | 65,335 | $ | 60,511 | ||||||||
| Adjusted Net income (1) |
$ | 18,661 | $ | 18,397 | $ | 69,314 | $ | 60,511 | ||||||||
| EBITDA |
$ | 38,588 | $ | 32,220 | $ | 137,790 | $ | 107,120 | ||||||||
| Adjusted EBITDA (1) |
$ | 38,588 | $ | 32,220 | $ | 141,769 | $ | 107,120 | ||||||||
| Earnings per Common unit |
$ | 0.35 | $ | 0.38 | $ | 1.33 | $ | 1.51 | ||||||||
| Adjusted Earnings per Common unit(1) |
$ | 0.35 | $ | 0.38 | $ | 1.40 | $ | 1.51 | ||||||||
| Operating Surplus |
$ | 31,332 | $ | 27,050 | $ | 115,870 | $ | 87,731 | ||||||||
| Maintenance and Replacement Capital expenditure reserve |
$ | 4,828 | $ | 4,000 | $ | 18,569 | $ | 14,669 | ||||||||
| (1) | Adjusted Net income, Adjusted EBITDA and Adjusted Earnings per Common Unit (basic and diluted) for the year ended December 31, 2011, exclude a $4.0 million non-cash charge for the write-off of the intangible asset associated with the Navios Apollon charter-out contract. |
Three month periods ended December 31, 2011 and 2010
Time charter revenues for the three month period ended December 31, 2011 increased by $8.0 million or 18.8% to $50.5 million, as compared to $42.5 million for the same period in 2010. The increase was mainly attributable to the acquisitions of the Navios Melodia and the Navios Fulvia on November 15, 2010 and the Navios Luz and the Navios Orbiter on May 19, 2011. As a result of the vessel acquisitions, available days of the fleet increased to 1,647 days for the three month period ended December 31, 2011, as compared to 1,381 days for the three month period ended December 31, 2010. The increase in revenue was partially offset by the decrease of $0.5 million incurred due to scheduled and unscheduled off hires. The time charter equivalent (“TCE”) decreased to $30,646 for the three month period ended December 31, 2011, from $30,767 for the three month period ended December 31, 2010.
EBITDA increased by $6.4 million to $38.6 million for the three month period ended December 31, 2011, as compared to $32.2 million for the same period of 2010. The increase in EBITDA was due to an $8.0 million increase in revenue following the acquisitions of the Navios Melodia and the Navios Fulvia on November 15, 2010 and the Navios Luz and the Navios Orbiter on May 19, 2011. The above increase was partially offset by a $1.0 million increase in management fees, a $0.6 million increase in time charter expenses as a result of the increased number of vessels in Navios Partners’ fleet.
The reserve for estimated maintenance and replacement capital expenditures for the three month periods ended December 31, 2011 and 2010 was $4.8 million and $4.0 million, respectively (please see Reconciliation of Non-GAAP Financial Measures in Exhibit 3).
2
Navios Partners generated an Operating Surplus for the three month period ended December 31, 2011 of $31.3 million, as compared to $27.1 million for the three month period ended December 31, 2010. Operating Surplus is a non-GAAP financial measure used by certain investors to assist in evaluating a partnership’s ability to make quarterly cash distributions (please see Reconciliation of Non-GAAP Financial Measures in Exhibit 3).
Net income for the three months ended December 31, 2011 amounted to $18.7 million compared to $18.4 million for the three months ended December 31, 2010. The increase in net income by $0.3 million was due to a $6.4 million increase in EBITDA partially offset by: (i) a $0.4 million decrease in interest income; (ii) a $1.0 million increase in interest expense and finance cost, net; and (iii) a $4.7 million increase in depreciation and amortization expense due to the acquisitions of the Navios Orbiter and the Navios Luz and the favorable lease terms recognized in relation to these acquisitions.
Years ended December 31, 2011 and 2010
Time charter revenues for the year ended December 31, 2011 increased by $43.8 million or 30.6% to $187.0 million, as compared to $143.2 million for the same period in 2010. The increase was mainly attributable to the acquisition of the Navios Hyperion on January 8, 2010, the Navios Sagittarius on January 12, 2010, the Navios Aurora II on March 18, 2010, the Navios Pollux on May 21, 2010, the Navios Fulvia and the Navios Melodia on November 15, 2010 and the Navios Luz and the Navios Orbiter on May 19, 2011. As a result of these vessel acquisitions, available days of the fleet increased to 6,251 days for the year ended December 31, 2011, as compared to 4,879 days for the year ended December 31, 2010. The increase in revenue was partially offset by the decrease of $7.5 million incurred due to unscheduled off hires. The time charter equivalent (“TCE”) increased to $29,909 for the year ended December 31, 2011, from $29,358 for the year ended December 31, 2010.
Adjusted EBITDA increased by $34.7 million to $141.8 million for the year ended December 31, 2011, as compared to $107.1 million for the same period of 2010. The increase in Adjusted EBITDA was due to a $43.8 million increase in revenue following the acquisitions of the Navios Hyperion and the Navios Sagittarius in January 2010, the Navios Aurora II in March 2010, the Navios Pollux in May 2010, the Navios Melodia and the Navios Fulvia in November 2010 and the Navios Luz and the Navios Orbiter in May 2011. The above increase was partially offset by a $6.6 million increase in management fees, a $1.4 million increase in time charter expenses and a $1.1 million increase in administrative and other income/expenses as a result of the increased number of vessels in Navios Partners’ fleet.
The reserve for estimated maintenance and replacement capital expenditures for the year ended December 31, 2011 and 2010 was $18.6 million and $14.7 million, respectively (please see Reconciliation of Non-GAAP Financial Measures in Exhibit 3).
Navios Partners generated an Operating Surplus for the year ended December 31, 2011 of $115.9 million, as compared to $87.7 million for the year ended December 31, 2010. Operating Surplus is a non-GAAP financial measure used by certain investors to assist in evaluating a partnership’s ability to make quarterly cash distributions (please see Reconciliation of Non-GAAP Financial Measures in Exhibit 3).
Net income for the year ended December 31, 2011 amounted to $65.3 million which was negatively impacted by a $4.0 million non-cash charge for the write-off of the intangible asset associated with the Navios Apollon charter-out contract. Excluding this write-off, Adjusted net income for the year ended December 31, 2011 amounted to $69.3 million compared to $60.5 million for the year ended December 31, 2010. The increase in net income by $8.8 million was due to a $34.7 million increase in Adjusted EBITDA partially offset by: (i) a
3
$2.9 million increase in interest expense and finance cost, net; (ii) a $0.2 million decrease in interest income; and (iii) a $22.8 million increase in depreciation and amortization expense due to the acquisitions of the Navios Sagittarius, the Navios Hyperion, the Navios Aurora II, the Navios Pollux, the Navios Melodia, the Navios Fulvia, the Navios Orbiter and the Navios Luz and the favorable lease terms recognized in relation to these acquisitions.
Fleet Employment Profile
The following table reflects certain key indicators of Navios Partners’ core fleet performance for the three month period and the year ended December 31, 2011 and 2010.
| Three Month Period ended December 31, 2011 (unaudited) |
Three Month Period ended December 31, 2010 (unaudited) |
Year ended December 31, 2011 (unaudited) |
Year ended December 31, 2010 (unaudited) |
|||||||||||||
| Available Days (1) |
1,647 | 1,381 | 6,251 | 4,879 | ||||||||||||
| Operating Days (2) |
1,633 | 1,378 | 5,950 | 4,865 | ||||||||||||
| Fleet Utilization (3) |
99.2 | % | 99.8 | % | 95.2 | % | 99.7 | % | ||||||||
| Time Charter Equivalent (per day) (4) |
$ | 30,646 | $ | 30,767 | $ | 29,909 | $ | 29,358 | ||||||||
| Vessels operating at period end |
18 | 16 | 18 | 16 | ||||||||||||
| (1) | Available days for the fleet represent total calendar days the vessels were in our possession for the relevant period after subtracting off-hire days associated with scheduled repairs, drydockings or special surveys. The shipping industry uses available days to measure the number of days in a relevant period during which a vessel is capable of generating revenues. |
| (2) | Operating days is the number of available days in the relevant period less the aggregate number of days that the vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a relevant period during which vessels actually generate revenues. |
| (3) | Fleet utilization is the percentage of time that our vessels were available for revenue generating available days, and is determined by dividing the number of operating days during a relevant period by the number of available days during that period. The shipping industry uses fleet utilization to measure efficiency in finding employment for vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs, drydockings or special surveys. |
| (4) | Time Charters Equivalents (“TCE”) rates are defined as voyage and time charter revenues less voyage expenses during a period divided by the number of available days during the period. The TCE rate is a standard shipping industry performance measure used primarily to present the actual daily earnings generated by vessels on various types of charter contracts for the number of available days of the fleet. |
4
Conference Call details:
Navios Partners’ management will host a conference call today, Thursday, January 26, 2012 to discuss the results for the fourth quarter and year ended December 31, 2011.
Conference Call details:
Call Date/Time: Thursday, January 26, 2012 at 08:30 am ET
Call Title: Navios Partners Q4 and FY 2011 Financial Results Conference Call
US Dial In: +1.866.394.0817
International Dial In: +1.706.679.9759
Conference ID: 4053 9490
The conference call replay will be available two hours after the live call and remain available for one week at the following numbers:
US Replay Dial In: +1.800.585.8367
International Replay Dial In: +1.404.537.3406
Conference ID: 4053 9490
Slides and audio webcast:
There will also be a live webcast of the conference call, through the Navios Partners website (www.navios-mlp.com) under “Investors”. Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.
A supplemental slide presentation will be available on the Navios Partners website under the “Investors” section by 7:45 am ET on the day of the call.
About Navios Maritime Partners L.P.
Navios Partners (NYSE: NMM) is a publicly traded master limited partnership which owns and operates dry cargo vessels. For more information, please visit our website at www.navios-mlp.com
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and Navios Partners’ growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “may”, “expects”, “intends”, “plans”, “believes”, “anticipates”, “hopes”, “estimates”, and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected revenue and time charters. Although the Navios Partners believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have
5
been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Partners. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to changes in the demand for dry bulk vessels, competitive factors in the market in which Navios Partners operates; risks associated with operations outside the United States; and other factors listed from time to time in the Navios Partners’ filings with the Securities and Exchange Commission. Navios Partners expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Partners’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contacts
Investor Relations Contact:
Navios Maritime Partners L.P.
+1 (212) 906 8645
Investors@navios-mlp.com
Nicolas Bornozis
Capital Link, Inc.
naviospartners@capitallink.com
6
EXHIBIT 1
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars except unit data)
| December 31, 2011 |
December 31, 2010 |
|||||||
| (unaudited) | ||||||||
| ASSETS |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 48,078 | $ | 51,278 | ||||
| Restricted cash |
8,468 | 824 | ||||||
| Accounts receivable, net |
4,835 | 936 | ||||||
| Prepaid expenses and other current assets |
2,177 | 2,574 | ||||||
|
|
|
|
|
|||||
| Total current assets |
63,558 | 55,612 | ||||||
|
|
|
|
|
|||||
| Vessels, net |
667,213 | 612,358 | ||||||
| Deferred financing costs, net |
2,466 | 2,582 | ||||||
| Other long term assets |
106 | 242 | ||||||
| Intangible assets |
176,581 | 170,091 | ||||||
|
|
|
|
|
|||||
| Total non-current assets |
846,366 | 785,273 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 909,924 | $ | 840,885 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND PARTNERS’ CAPITAL |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | 2,022 | $ | 1,076 | ||||
| Accrued expenses |
2,986 | 1,941 | ||||||
| Deferred voyage revenue |
10,920 | 10,575 | ||||||
| Current portion of long-term debt |
36,700 | 29,200 | ||||||
| Amounts due to related parties |
4,077 | 2,633 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
56,705 | 45,425 | ||||||
|
|
|
|
|
|||||
| Long-term debt |
289,350 | 292,300 | ||||||
| Unfavorable lease terms |
— | 665 | ||||||
| Deferred voyage revenue |
4,230 | 10,992 | ||||||
|
|
|
|
|
|||||
| Total non-current liabilities |
293,580 | 303,957 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
350,285 | 349,382 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies |
— | — | ||||||
| Partners’ capital: |
||||||||
| Common Unitholders (46,887,320 and 41,779,404 units issued and outstanding at December 31, 2011 and December 31, 2010, respectively) |
729,550 | 651,965 | ||||||
| Subordinated Unitholders (7,621,843 units issued and outstanding at December 31, 2011 and December 31, 2010) |
(177,969 | ) | (168,229 | ) | ||||
| General Partner (1,132,843 and 1,028,599 units issued and outstanding at December 31, 2011 and December 31, 2010, respectively) |
1,976 | 1,685 | ||||||
| Subordinated Series A Unitholders (1,000,000 units issued and outstanding at December 31, 2011 and December 31, 2010) |
6,082 | 6,082 | ||||||
|
|
|
|
|
|||||
| Total Partners’ capital |
559,639 | 491,503 | ||||||
|
|
|
|
|
|||||
| Total liabilities and Partners’ capital |
$ | 909,924 | $ | 840,885 | ||||
|
|
|
|
|
|||||
7
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of U.S. Dollars except unit and per unit amounts)
| Three Month Period ended December 31, 2011 |
Three Month Period ended December 31, 2010 |
Year ended December 31, 2011 |
Year ended December 31, 2010 |
|||||||||||||
| ($’000) (unaudited) |
($’000) (unaudited) |
($’000) (unaudited) |
($’000) | |||||||||||||
| Time charter revenues |
$ | 50,464 | $ | 42,489 | $ | 186,953 | $ | 143,231 | ||||||||
| Time charter expenses |
(3,801 | ) | (3,219 | ) | (13,473 | ) | (12,027 | ) | ||||||||
| Direct vessel expenses |
(13 | ) | (17 | ) | (61 | ) | (92 | ) | ||||||||
| Management fees |
(6,736 | ) | (5,682 | ) | (26,343 | ) | (19,746 | ) | ||||||||
| General and administrative expenses |
(1,387 | ) | (1,330 | ) | (4,965 | ) | (4,303 | ) | ||||||||
| Depreciation and amortization |
(17,150 | ) | (12,499 | ) | (63,971 | ) | (41,174 | ) | ||||||||
| Write-off of intangible asset |
— | — | (3,979 | ) | — | |||||||||||
| Interest expense and finance cost, net |
(2,830 | ) | (1,794 | ) | (9,244 | ) | (6,360 | ) | ||||||||
| Interest income |
66 | 487 | 821 | 1,017 | ||||||||||||
| Other income |
235 | — | 272 | 85 | ||||||||||||
| Other expense |
(187 | ) | (38 | ) | (675 | ) | (120 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 18,661 | $ | 18,397 | $ | 65,335 | $ | 60,511 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Earnings per unit:
| Three Month Period ended December 31, 2011 (unaudited) |
Three Month Period ended December 31, 2010 (unaudited) |
Year ended December 31, 2011 (unaudited) |
Year ended December 31, 2010 |
|||||||||||||
| Net income |
$ | 18,661 | $ | 18,397 | $ | 65,335 | $ | 60,511 | ||||||||
| Earnings attributable to: |
||||||||||||||||
| Common unit holders |
16,411 | 15,242 | 60,506 | 50,823 | ||||||||||||
| Subordinated unit holders |
1,877 | 2,781 | 3,522 | 8,465 | ||||||||||||
| General partner unit holders |
373 | 374 | 1,307 | 1,223 | ||||||||||||
| Subordinated Series A unit holders |
— | — | — | — | ||||||||||||
| Weighted average units outstanding (basic and diluted) |
||||||||||||||||
| Common unit holders |
46,887,320 | 40,500,038 | 45,409,807 | 33,714,905 | ||||||||||||
| Subordinated unit holders |
7,621,843 | 7,621,843 | 7,621,843 | 7,621,843 | ||||||||||||
| General partner unit holders |
1,132,843 | 1,002,490 | 1,102,689 | 864,017 | ||||||||||||
| Subordinated Series A unit holders |
1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||
| Earnings per unit- overall (basic and diluted): |
||||||||||||||||
| Common unit holders |
$ | 0.35 | $ | 0.38 | $ | 1.33 | $ | 1.51 | ||||||||
| Subordinated unit holders |
$ | 0.25 | $ | 0.37 | $ | 0.46 | $ | 1.11 | ||||||||
| General partner unit holders |
$ | 0.33 | $ | 0.37 | $ | 1.19 | $ | 1.42 | ||||||||
| Subordinated Series A unit holders |
$ | — | $ | — | $ | — | $ | — | ||||||||
8
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
| Year Ended December 31, 2011 |
Year Ended December 31, 2010 |
Year Ended December 31, 2009 |
||||||||||
| (unaudited) | ||||||||||||
| OPERATING ACTIVITIES |
||||||||||||
| Net income |
$ | 65,335 | $ | 60,511 | $ | 34,322 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
| Depreciation and amortization |
63,971 | 41,174 | 15,877 | |||||||||
| Write-off of intangible asset |
3,979 | — | — | |||||||||
| Amortization of deferred financing cost |
530 | 415 | 683 | |||||||||
| Amortization of deferred dry dock costs |
61 | 92 | 415 | |||||||||
| Provision for bad debts |
— | — | 49 | |||||||||
| Compensation expense |
— | — | 6,082 | |||||||||
| Changes in operating assets and liabilities: |
||||||||||||
| Increase in restricted cash |
(2 | ) | (2 | ) | (822 | ) | ||||||
| Increase in accounts receivable |
(3,899 | ) | (334 | ) | (338 | ) | ||||||
| Decrease/(increase) in prepaid expenses and other current assets |
396 | (1,797 | ) | (406 | ) | |||||||
| Decrease/(increase) in other long term assets |
75 | (154 | ) | — | ||||||||
| Increase/(decrease) in accounts payable |
946 | 558 | (76 | ) | ||||||||
| Increase in accrued expenses |
1,045 | 97 | 182 | |||||||||
| (Decrease)/increase in deferred voyage revenue |
(6,417 | ) | (5,211 | ) | 24,172 | |||||||
| Increase in amounts due to related parties |
1,444 | 669 | 425 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by operating activities |
127,464 | 96,018 | 80,565 | |||||||||
|
|
|
|
|
|
|
|||||||
| INVESTING ACTIVITIES: |
||||||||||||
| Acquisition of vessels |
(76,220 | ) | (291,591 | ) | (23,683 | ) | ||||||
| Acquisition of intangibles |
(43,780 | ) | (156,166 | ) | (42,917 | ) | ||||||
| Deposit for vessel acquisitions |
— | — | (2,500 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Net cash used in investing activities |
(120,000 | ) | (447,757 | ) | (69,100 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| FINANCING ACTIVITIES: |
||||||||||||
| Cash distributions paid |
(95,499 | ) | (72,316 | ) | (39,016 | ) | ||||||
| Net proceeds from issuance of general partner units |
2,052 | 6,150 | 2,948 | |||||||||
| Proceeds from issuance of common units, net of offering costs |
86,288 | 253,871 | 126,807 | |||||||||
| Proceeds from long term debt |
35,000 | 139,000 | — | |||||||||
| (Increase)/decrease in restricted cash |
(7,642 | ) | 12,500 | (12,500 | ) | |||||||
| Repayment of long-term debt and payment of principal |
(30,450 | ) | (12,500 | ) | (40,000 | ) | ||||||
| Debt issuance costs |
(413 | ) | (1,566 | ) | (200 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net cash (used in)/provided by financing activities |
(10,664 | ) | 325,139 | 38,039 | ||||||||
|
|
|
|
|
|
|
|||||||
| (Decrease)/increase in cash and cash equivalents |
(3,200 | ) | (26,600 | ) | 49,504 | |||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents, beginning of period |
51,278 | 77,878 | 28,374 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents, end of period |
$ | 48,078 | $ | 51,278 | $ | 77,878 | ||||||
|
|
|
|
|
|
|
|||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
||||||||||||
| Cash paid for interest |
$ | 8,131 | $ | 5,806 | $ | 7,590 | ||||||
| Issuance of common units to Navios Holdings related to the acquisition of Navios Luz and Navios Orbiter in May 2011 |
$ | 9,960 | $ | — | $ | — | ||||||
| Issuance of common units to Navios Holdings related to the acquisition of the Navios Fulvia and the Navios Melodia in November 2010 |
$ | — | $ | 14,971 | $ | — | ||||||
| Issuance of common units to Navios Holdings related to the acquisition of Navios Aurora II in March 2010 |
$ | — | $ | 20,326 | $ | — | ||||||
| Issuance of units in connection with the non-cash compensation expense related to the relief of the obligation on Navios Bonavis |
$ | — | $ | — | $ | 6,082 | ||||||
9
EXHIBIT 2
| Owned Vessels | Type | Built | Capacity (DWT) |
Charter Expiration Date |
Charter-Out Rate (1) |
|||||||||
| Navios Apollon(2) |
Ultra-Handymax | 2000 | 52,073 | March 2012 | $ | 13,775 | ||||||||
| March 2013 | $ | 12,500 | ||||||||||||
| March 2014 | $ | 13,500 | ||||||||||||
| Navios Gemini S |
Panamax | 1994 | 68,636 | February 2014 | $ | 24,225 | ||||||||
| Navios Libra II |
Panamax | 1995 | 70,136 | November 2012 | $ | 18,525 | ||||||||
| Navios Felicity |
Panamax | 1997 | 73,867 | June 2013 | $ | 26,169 | ||||||||
| Navios Galaxy I |
Panamax | 2001 | 74,195 | February 2018 | $ | 21,937 | ||||||||
| Navios Hyperion |
Panamax | 2004 | 75,707 | April 2014 | $ | 37,953 | ||||||||
| Navios Alegria |
Panamax | 2004 | 76,466 | February 2014 | $ | 16,984 | (3) | |||||||
| Navios Orbiter |
Panamax | 2004 | 76,602 | April 2014 | $ | 38,052 | ||||||||
| Navios Hope |
Panamax | 2005 | 75,397 | August 2013 | $ | 17,562 | ||||||||
| Navios Sagittarius |
Panamax | 2006 | 75,756 | November 2018 | $ | 26,125 | ||||||||
| Navios Fantastiks |
Capesize | 2005 | 180,265 | February 2014 | $ | 36,290 | ||||||||
| Navios Aurora II |
Capesize | 2009 | 169,031 | November 2019 | $ | 41,325 | ||||||||
| Navios Pollux |
Capesize | 2009 | 180,727 | July 2019 | $ | 42,250 | ||||||||
| Navios Fulvia |
Capesize | 2010 | 179,263 | September 2015 | $ | 50,588 | ||||||||
| Navios Melodia(4) |
Capesize | 2010 | 179,132 | September 2022 | $ | 29,356 | (5) | |||||||
| Navios Luz |
Capesize | 2010 | 179,144 | November 2020 | $ | 29,356 | (6) | |||||||
|
Long-term Chartered-in Vessels
|
||||||||||||||
| Navios Prosperity (7) |
Panamax | 2007 | 82,535 | July 2012 | $ | 24,000 | ||||||||
| Navios Aldebaran (8) |
Panamax | 2008 | 76,500 | March 2013 | $ | 28,391 | ||||||||
| (1) | Net time charter-out rate per day (net of commissions). Represents the charter-out rate during the time charter period prior to the time charter expiration date and, if applicable, the charter-out rate under new time charter. |
| (2) | New charter for two years at a rate of $12,500 net per day for the first year and $13,500 net per day for the second year plus 50/50 profit sharing based on actual earnings. |
| (3) | Profit sharing 50% above $16,984/ day based on Baltic Exchange Panamax TC Average. |
| (4) | In January 2011, Korea Line Corporation (“KLC”) filed for receivership. The charter was affirmed and will be performed by KLC on its original terms, provided that during an interim suspension period the sub-charterer of the Navios Melodia will pay Navios Partners directly. |
| (5) | Profit sharing 50% above $37,500/ day based on Baltic Exchange Capesize TC Average. |
| (6) | Profit sharing 50% above $38,500/ day based on Baltic Exchange Capesize TC Average. |
| (7) | The Navios Prosperity is chartered-in for seven years until June 2014 and we have options to extend for two one-year periods. We have the option to purchase the vessel after June 2012 at a purchase price that is initially 3.8 billion Yen declining each year by 145 million Yen. |
| (8) | The Navios Aldebaran is chartered-in for seven years until March 2015 and we have options to extend for two one-year periods. We have the option to purchase the vessel after March 2013 at a purchase price that is initially 3.6 billion Yen declining each year by 150 million Yen. |
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EXHIBIT 3
Disclosure of Non-GAAP Financial Measures
EBITDA
EBITDA represents net income plus interest and finance costs plus depreciation and amortization and income taxes.
Adjusted EBITDA
Adjusted EBITDA represents EBITDA plus the non-cash charge for the write-off of the intangible asset associated with the Navios Apollon charter-out contract.
EBITDA and Adjusted EBITDA are presented because Navios Partners believes that EBITDA is a basis upon which liquidity can be assessed and present useful information to investors regarding Navios Partners’ ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and pay dividends. EBITDA and Adjusted EBITDA are “non-GAAP financial measures” and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity.
While EBITDA and Adjusted EBITDA are frequently used as a measure of operating results and the ability to meet debt service requirements, the definition of EBITDA and Adjusted EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation.
2. Operating Surplus
Operating Surplus represents net income adjusted for depreciation and amortization expense, non-cash interest expense and estimated maintenance and replacement capital expenditures. Maintenance and replacement capital expenditures are those capital expenditures required to maintain over the long term the operating capacity of, or the revenue generated by, Navios Partners’ capital assets.
Operating Surplus is a quantitative measure used in the publicly-traded partnership investment community to assist in evaluating a partnership’s ability to make quarterly cash distributions. Operating Surplus is not required by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of Navios Partners’ performance required by accounting principles generally accepted in the United States.
3. Available Cash
Available Cash generally means for each fiscal quarter, all cash on hand at the end of the quarter:
| • | less the amount of cash reserves established by the Board of Directors to: |
| • | provide for the proper conduct of Navios Partners’ business (including reserve for maintenance and replacement capital expenditures); |
| • | comply with applicable law, any of Navios Partners’ debt instruments, or other agreements; or |
| • | provide funds for distributions to the unitholders and to the general partner for any one or more of the next four quarters; |
11
| • | plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under any revolving credit or similar agreement used solely for working capital purposes or to pay distributions to partners. |
Available Cash is a quantitative measure used in the publicly-traded partnership investment community to assist in evaluating a partnership’s ability to make quarterly cash distributions. Available cash is not required by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of Navios Partners’ performance required by accounting principles generally accepted in the United States.
4. Reconciliation of Non-GAAP Financial Measures
| Three Month Period ended December 31, 2011 ($ ‘000) (unaudited) |
Three Month Period ended December 31, 2010 ($ ‘000) (unaudited) |
Year
ended December 31, 2011 ($ ‘000) (unaudited) |
Year
ended December 31, 2010 ($ ‘000) (unaudited) |
|||||||||||||
| Net Cash from Operating Activities |
$ | 31,331 | $ | 30,708 | $ | 127,464 | $ | 96,018 | ||||||||
| Net (decrease)/increase in operating assets |
(1,005 | ) | 110 | 3,430 | 2,287 | |||||||||||
| Net decrease in operating liabilities |
5,634 | 208 | 2,982 | 3,887 | ||||||||||||
| Net interest cost |
2,764 | 1,307 | 8,423 | 5,343 | ||||||||||||
| Write-off of intangible asset |
— | — | (3,979 | ) | — | |||||||||||
| Deferred finance charges |
(136 | ) | (113 | ) | (530 | ) | (415 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
EBITDA(1) |
$ | 38,588 | $ | 32,220 | $ | 137,790 | $ | 107,120 | ||||||||
| Write-off of intangible asset |
— | — | 3,979 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
$ | 38,588 | $ | 32,220 | $ | 141,769 | $ | 107,120 | ||||||||
| Cash interest income |
107 | 495 | 801 | 1,086 | ||||||||||||
| Cash interest paid |
(2,535 | ) | (1,665 | ) | (8,131 | ) | (5,806 | ) | ||||||||
| Maintenance and replacement capital expenditure reserve |
(4,828 | ) | (4,000 | ) | (18,569 | ) | (14,669 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating Surplus(2) |
$ | 31,332 | $ | 27,050 | $ | 115,870 | $ | 87,731 | ||||||||
| Cash distribution paid relating to the first three quarters of the year |
— | — | (73,597 | ) | (57,229 | ) | ||||||||||
| Cash reserves |
(6,503 | ) | (5,149 | ) | (17,444 | ) | (8,601 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Available cash for distribution |
$ | 24,829 | $ | 21,901 | $ | 24,829 | $ | 21,901 | ||||||||
| (1) |
| Three Month Period ended December 31, 2011 ($ ‘000) (unaudited) |
Three Month Period ended December 31, 2010 ($ ‘000) (unaudited) |
Year
ended December 31, 2011 ($ ‘000) (unaudited) |
Year
ended December 31, 2010 ($ ‘000) (unaudited) |
|||||||||||||
| Net cash provided by operating activities |
$ | 31,331 | $ | 30,708 | $ | 127,464 | $ | 96,018 | ||||||||
| Net cash used in investing activities |
$ | — | $ | (162,001 | ) | $ | (120,000 | ) | $ | (447,757 | ) | |||||
| Net cash (used in)/provided by financing activities |
$ | (32,754 | ) | $ | 137,476 | $ | (10,664 | ) | $ | 325,139 | ||||||
| (2) | Excludes expansion capital expenditures. |
12