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: July 25, 2013
Commission File No. 001-33811
NAVIOS MARITIME PARTNERS L.P.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(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 þ 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 þ
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 þ
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 þ
If “Yes” is marked, indicate the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
On July 25, 2013, Navios Maritime Partners L.P. (“Navios Partners”) issued a press release announcing its financial results for the second quarter and six months ended June 30, 2013. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
On August 20, 2013 the Navios Group, composed of Navios Maritime Holdings Inc. (“Navios Holdings”), Navios Maritime Acquisition Corporation (“Navios Acquisition”) and Navios Partners, issued a press release announcing the formation of Navios Europe Inc. (“Navios Europe”) pursuant to a letter of intent signed with HSH Nordbank AG (“HSH”). Navios Europe, which will initially acquire five product tankers and five container vessels from debtors of HSH, is owned 47.5% by Navios Holdings, 47.5% by Navios Acquisition and 5% by Navios Partners. Navios Europe is expected to take ownership of all 10 vessels by November 1, 2013, at which point management of the remaining vessels will be transferred as well. The transaction is subject to a number of conditions, and no assurance can be provided that the transaction will be concluded as contemplated, if at all. A copy of the press release is furnished as Exhibit 99.2 to this report and is incorporated herein by reference.
The information contained in this report, except the second and third paragraph of Exhibit 99.1, which contain certain quotes by the Chairman and Chief Executive Officer of Navios Partners, 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/ Angeliki Frangou | |
| Angeliki Frangou | ||
| Chief Executive Officer | ||
| Date: August 20, 2013 | ||
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 99.1 | Press Release dated July 25, 2013 | |
| 99.2 | Press Release dated August 20, 2013 | |
Exhibit 99.1
Navios Maritime Partners L.P.
Reports Financial Results for the Second Quarter Ended June 30, 2013
| • | Cash distribution of $0.4425 per unit for Q2 2013 |
| • | 17.0% increase in quarterly net income to $19.5 million |
| • | 23.8% increase in quarterly EBITDA to $45.0 million |
| • | 35.6% increase in quarterly Operating Surplus to $40.0 million |
PIRAEUS, GREECE, July 25, 2013 – Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM), an owner and operator of dry cargo vessels, today reported its financial results for the second quarter ended June 30, 2013.
Angeliki Frangou, Chairman and Chief Executive Officer of Navios Partners, stated: “We recently announced a quarterly distribution of $0.44 and a quarter cent. This represents an annual distribution of $1.77 and a current yield of about 11.8%. As we are committed to our distribution, we have worked hard over the past six months, engaging in a novel Term Loan B fundraising, taking costs out of our system and ensuring low leverage and a flexible chartering strategy. As a result of our hard work, we can assure investors that the current quarterly distribution is secure not only for the balance of 2013 but also for all of 2014”.
Angeliki Frangou continued, “In accessing the Term Loan B market, a first for dry bulk shipping, we raised $250.0 million. This institutional debt market provides us access to new lenders, as traditional sources of shipping finance continue to shrink. Successfully completing this transaction is just one of many examples of Navios Partners’ ability to quickly identify and respond to changes in the market environment while positioning Navios Partners to take advantage of the eventual recovery in the dry bulk market”.
RECENT DEVELOPMENTS
Cash Distribution
The Board of Directors of Navios Partners declared a cash distribution for the second quarter of 2013 of $0.4425 per unit. The cash distribution is payable on August 13, 2013 to unitholders of record on August 8, 2013.
$250.0 million Term Loan B
In June 2013, Navios Partners announced the issuance of a $250.0 million Term Loan B facility (the “Term Loan B”). The Term Loan B bears an interest rate of LIBOR +425 basis points and has a five year term, with 1% amortization profile. It is secured by first priority mortgages covering certain vessels owned by subsidiaries of Navios Partners, in addition to other collateral and guaranteed by each subsidiary of Navios Partners.
The net proceeds of the Term Loan B were used as follows: i) $142.8 million to refinance existing indebtedness; ii) $98.2 million, held in escrow, partially to finance part of the acquisition of four new vessels; and iii) to cover fees and expenses.
1
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 2.7 years, providing a stable base of revenue and distributable cash flow. Navios Partners has currently contracted out 95.6% of its available days for 2013, 44.0% for 2014 and 33.8% for 2015, generating revenues of approximately $181.9 million, $116.8 million and $96.6 million, respectively. The average contractual daily charter-out rate for the fleet is $24,001, $29,058 and $31,291 for 2013, 2014 and 2015, respectively. The average daily charter-in rate for the charter-in vessels is $13,513 for 2013.
We have insured certain of our long-term charter-out contracts until the end of 2016, either through a “AA” rated European Union insurance provider up to a maximum cash payment of $120.0 million or through a separate agreement with Navios Maritime Holdings Inc. (“Navios Holdings”) up to a maximum cash payment of $20.0 million.
FINANCIAL HIGHLIGHTS
For the following results and the selected financial data presented herein, Navios Partners has compiled consolidated statements of income for the three and six month periods ended June 30, 2013 and 2012. The quarterly 2013 and 2012 information was derived from the unaudited condensed consolidated financial statements for the respective periods. EBITDA and Operating Surplus are non-GAAP financial measures and should not be used in isolation or substitution for Navios Partners’ results.
| Three Month | Three Month | Six Month | Six Month | |||||||||||||
| Period ended | Period ended | Period ended | Period ended | |||||||||||||
| (in $‘000 except per | June 30, 2013 | June 30, 2012 | June 30, 2013 | June 30, 2012 | ||||||||||||
| unit data) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||
| Revenue |
$ | 49,154 | $ | 49,122 | $ | 99,435 | $ | 97,109 | ||||||||
| Net income |
$ | 19,511 | * | $ | 16,681 | $ | 35,757 | * | $ | 33,618 | ||||||
| EBITDA |
$ | 45,046 | $ | 36,377 | $ | 82,100 | $ | 73,162 | ||||||||
| Earnings per Common unit(basic and diluted) |
$ | 0.29 | * | $ | 0.29 | $ | 0.53 | * | $ | 0.59 | ||||||
| Operating Surplus |
$ | 40,008 | $ | 29,497 | $ | 71,223 | $ | 59,087 | ||||||||
| Maintenance and Replacement Capital expenditure reserve |
$ | (3,467 | ) | $ | (4,525 | ) | $ | (6,934 | ) | $ | (8,986 | ) | ||||
| (*) | Negatively affected by the non-cash write-off of $3.2 million for both the three and six month periods ended June 30, 2013, relating to a favorable contract. Also includes the write off of deferred finance fees of $2.0 million and $2.4 million for the three and six month periods ended June 30, 2013. |
Three month periods ended June 30, 2013 and 2012
Time charter revenues for the three month period ended June 30, 2013 increased by $0.1 million or 0.1% to $49.2 million, as compared to $49.1 million for the same period in 2012. The increase was mainly attributable to the acquisitions of the Navios Buena Ventura on June 15, 2012, the Navios Soleil on July 24, 2012 and the Navios Helios on July 27, 2012. As a result of the vessel acquisitions, available days of the fleet increased to 1,894 days for the three month period ended June 30, 2013, as compared to 1,630 days for the three month period ended June 30, 2012. The above increase in time charter revenues was partially mitigated by the decrease in time charter equivalent (“TCE”) to $25,318 for the three month period ended June 30, 2013, from $29,262 for the three month period ended June 30, 2012.
EBITDA increased by $8.6 million to $45.0 million for the three month period ended June 30, 2013, as compared to $36.4 million for the same period in 2012. The increase in EBITDA was due to a $0.1 million increase in revenue following the acquisitions of the vessels, a $0.2 million decrease in time charter expenses and a $10.0 million increase in other income. The above increase was offset by a $1.3 million increase in management fees due to the increased number of vessels, a $0.1 million increase in general and administrative expenses and a $0.2 million increase in other expenses.
2
The reserve for estimated maintenance and replacement capital expenditures for the three month periods ended June 30, 2013 and 2012 was $3.5 million and $4.5 million, respectively (please see Reconciliation of Non-GAAP Financial Measures in Exhibit 3).
Navios Partners generated an Operating Surplus for the three month period ended June 30, 2013 of $40.0 million, as compared to $29.5 million for the three month period ended June 30, 2012. 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 June 30, 2013 amounted to $19.5 million compared to $16.7 million for the three months ended June 30, 2012. The increase in net income by $2.8 million was due to an $8.6 million increase in EBITDA partially offset by a $1.5 million increase in interest expense and finance cost and a $4.3 million increase in depreciation and amortization expense due to the acquisitions of the vessels and the favorable lease terms recognized in relation to the Navios Buena Ventura.
Six month periods ended June 30, 2013 and 2012
Time charter revenues for the six month period ended June 30, 2013 increased by $2.3 million or 2.4% to $99.4 million, as compared to $97.1 million for the same period in 2012. The increase was mainly attributable to the acquisitions of the Navios Buena Ventura on June 15, 2012, the Navios Soleil on July 24, 2012 and the Navios Helios on July 27, 2012. As a result of the vessel acquisitions, available days of the fleet increased to 3,784 days for the six month period ended June 30, 2013, as compared to 3,206 days for the six month period ended June 30, 2012. The above increase in time charter revenues was partially mitigated by the decrease in time charter equivalent (“TCE”) to $25,781 for the six month period ended June 30, 2013, from $29,614 for the six month period ended June 30, 2012.
EBITDA increased by $8.9 million to $82.1 million for the six month period ended June 30, 2013, as compared to $73.2 million for the same period in 2012. The increase in EBITDA was due to a $2.3 million increase in revenue following the acquisitions of the vessels, a $0.3 million decrease in time charter expenses and a $9.8 million increase in other income. The above increase was offset by a $2.5 million increase in management fees due to the increased number of vessels, a $0.5 million increase in general and administrative expenses and a $0.5 million increase in other expense.
The reserve for estimated maintenance and replacement capital expenditures for the six month periods ended June 30, 2013 and 2012 was $6.9 million and $8.9 million, respectively (please see Reconciliation of Non-GAAP Financial Measures in Exhibit 3).
Navios Partners generated an Operating Surplus for the six month period ended June 30, 2013 of $71.2 million, as compared to $59.1 million for the six month period ended June 30, 2012. 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 six months ended June 30, 2013 amounted to $35.8 million compared to $33.6 million for the six months ended June 30, 2012. The increase in net income by $2.2 million was due to a $8.9 million increase in EBITDA partially offset by a $1.1 million increase in interest expense and finance cost, a $5.5 million increase in depreciation and amortization expense due to the acquisitions of the vessels and the favorable lease terms recognized in relation to the Navios Buena Ventura and a $0.1 million decrease in interest income.
3
Fleet Employment Profile
The following table reflects certain key indicators of Navios Partners’ core fleet performance for the three and six month periods ended June 30, 2013 and 2012.
| Three Month | Three Month | Six Month | Six Month | |||||||||||||
| Period ended | Period ended | Period ended | Period ended | |||||||||||||
| June 30, 2013 | June 30, 2012 | June 30, 2013 | June 30, 2012 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Available Days(1) |
1,894 | 1,630 | 3,784 | 3,206 | ||||||||||||
| Operating Days(2) |
1,893 | 1,628 | 3,779 | 3,202 | ||||||||||||
| Fleet Utilization(3) |
99.9 | % | 99.9 | % | 99.9 | % | 99.9 | % | ||||||||
| Time Charter Equivalent (per day)(4) |
$ | 25,318 | $ | 29,262 | $ | 25,781 | $ | 29,614 | ||||||||
| Vessels operating at period end |
21 | 19 | 21 | 19 | ||||||||||||
| (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. |
Conference Call details:
Navios Partners’ management will host a conference call today, Thursday, July 25, 2013 to discuss the results for the second quarter ended June 30, 2013.
4
Conference Call details:
Call Date/Time: Thursday, July 25, 2013 at 08:30 am ET
Call Title: Navios Partners Q2 2013 Financial Results Conference Call
US Dial In: +1.866.394.0817
International Dial In: +1.706.679.9759
Conference ID: 1842 6240
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: 1842 6240
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 8:00 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 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
5
EXHIBIT 1
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED BALANCE SHEET
(Expressed in thousands of U.S. Dollars except unit data)
| June 30, 2013 (unaudited) |
December 31, 2012 |
|||||||
| ASSETS |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 62,349 | $ | 32,132 | ||||
| Restricted cash, short-term portion |
830 | 29,529 | ||||||
| Accounts receivable, net |
22,506 | 7,778 | ||||||
| Prepaid expenses and other current assets |
560 | 594 | ||||||
|
|
|
|
|
|||||
| Total current assets |
86,245 | 70,033 | ||||||
|
|
|
|
|
|||||
| Vessels, net |
703,795 | 721,391 | ||||||
| Deposits for vessels acquisitions |
3,361 | — | ||||||
| Deferred financing costs, net |
4,783 | 2,767 | ||||||
| Other long term assets |
249 | 282 | ||||||
| Intangible assets |
138,048 | 160,479 | ||||||
| Restricted cash, long-term portion |
98,179 | — | ||||||
|
|
|
|
|
|||||
| Total non-current assets |
948,415 | 884,919 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 1,034,660 | $ | 954,952 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND PARTNERS’ CAPITAL |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | 2,359 | $ | 2,090 | ||||
| Accrued expenses |
3,778 | 3,599 | ||||||
| Deferred voyage revenue |
2,724 | 9,112 | ||||||
| Current portion of long-term debt |
2,472 | 23,727 | ||||||
| Amounts due to related parties |
14,925 | 21,748 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
26,258 | 60,276 | ||||||
|
|
|
|
|
|||||
| Long-term debt, net of current portion and discount |
342,559 | 275,982 | ||||||
|
|
|
|
|
|||||
| Total non-current liabilities |
342,559 | 275,982 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
$ | 368,817 | $ | 336,258 | ||||
|
|
|
|
|
|||||
| Commitments and contingencies |
— | — | ||||||
| Partners’ capital: |
||||||||
| Common Unitholders (65,284,163 and 60,109,163 units issued and outstanding at June 30, 2013 and December 31, 2012, respectively) |
662,741 | 616,604 | ||||||
| General Partner (1,332,334 and 1,226,721 units issued and outstanding at June 30, 2013 and December 31, 2012, respectively) |
3,102 | 2,090 | ||||||
|
|
|
|
|
|||||
| Total partners’ capital |
$ | 665,843 | $ | 618,694 | ||||
|
|
|
|
|
|||||
| Total liabilities and partners’ capital |
$ | 1,034,660 | $ | 954,952 | ||||
|
|
|
|
|
|||||
6
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 June 30, 2013 ($ ‘000) (unaudited) |
Three Month Period ended June 30, 2012 ($ ‘000) (unaudited) |
Six
Month Period ended June 30, 2013 ($ ‘000) (unaudited) |
Six
Month Period ended June 30, 2012 ($ ‘000) (unaudited) |
|||||||||||||
| Time charter revenues (includes related party revenue of $4.3 million and $7.5 million for the three and six months ended June 30, 2013, respectively, and $1.5 million and $2.0 million for the three and six months ended June 30 2012, respectively) |
$ | 49,154 | $ | 49,122 | $ | 99,435 | $ | 97,109 | ||||||||
| Time charter expenses |
(3,658 | ) | (3,923 | ) | (6,770 | ) | (7,138 | ) | ||||||||
| Management fees |
(8,586 | ) | (7,336 | ) | (17,077 | ) | (14,582 | ) | ||||||||
| General and administrative expenses |
(1,448 | ) | (1,267 | ) | (3,057 | ) | (2,552 | ) | ||||||||
| Depreciation and amortization |
(21,615 | ) | (17,328 | ) | (40,026 | ) | (34,478 | ) | ||||||||
| Interest expense and finance cost, net |
(3,927 | ) | (2,384 | ) | (6,332 | ) | (5,196 | ) | ||||||||
| Interest income |
7 | 29 | 15 | 155 | ||||||||||||
| Other income |
10,083 | 107 | 10,127 | 342 | ||||||||||||
| Other expense |
(499 | ) | (339 | ) | (558 | ) | (42 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 19,511 | $ | 16,681 | $ | 35,757 | $ | 33,618 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Earnings per unit:
| Three Month Period ended June 30, 2013 (unaudited) |
Three Month Period ended June 30, 2012 (unaudited) |
Six
Month Period ended June 30, 2013 (unaudited) |
Six
Month Period ended June 30, 2012 (unaudited) |
|||||||||||||
| Net income |
$ | 19,511 | $ | 16,681 | $ | 35,757 | $ | 33,618 | ||||||||
| Earnings per unit: |
||||||||||||||||
| Common unit (basic and diluted) |
$ | 0.29 | $ | 0.29 | $ | 0.53 | $ | 0.59 | ||||||||
7
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
| Six Month Period Ended June 30, 2013 (unaudited) |
Six Month Period Ended June 30, 2012 (unaudited) |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net income |
$ | 35,757 | $ | 33,618 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
40,026 | 34,478 | ||||||
| Amortization and write-off of deferred financing cost |
2,788 | 272 | ||||||
| Amortization of deferred dry dock costs |
— | 25 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Increase in restricted cash |
(1 | ) | (1 | ) | ||||
| (Increase)/decrease in accounts receivable |
(14,728 | ) | 351 | |||||
| Decrease in prepaid expenses and other current assets |
34 | 1,773 | ||||||
| Decrease/(increase) in other long term assets |
33 | (318 | ) | |||||
| Increase/(decrease) in accounts payable |
269 | (456 | ) | |||||
| Increase in accrued expenses |
179 | 982 | ||||||
| Decrease in deferred voyage revenue |
(6,388 | ) | (3,110 | ) | ||||
| (Decrease)/increase in amounts due to related parties |
(6,823 | ) | 4,883 | |||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
51,146 | 72,497 | ||||||
|
|
|
|
|
|||||
| INVESTING ACTIVITIES: |
||||||||
| Acquisition of vessels |
— | (40,820 | ) | |||||
| Deposits for acquisition of vessels |
(3,361 | ) | — | |||||
| Acquisition of intangibles |
— | (18,681 | ) | |||||
| Increase in restricted cash |
(98,179 | ) | — | |||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(101,540 | ) | (59,501 | ) | ||||
|
|
|
|
|
|||||
| FINANCING ACTIVITIES: |
||||||||
| Cash distributions paid |
(59,872 | ) | (51,752 | ) | ||||
| Proceeds from issuance of general partner units |
1,494 | 1,472 | ||||||
| Proceeds from issuance of common units, net of offering costs |
69,770 | 68,563 | ||||||
| Proceeds from long term debt, net of discount |
245,000 | — | ||||||
| Decrease/(increase) in restricted cash |
28,700 | (2,696 | ) | |||||
| Repayment of long-term debt and payment of principal |
(199,689 | ) | (35,600 | ) | ||||
| Debt issuance costs |
(4,792 | ) | — | |||||
|
|
|
|
|
|||||
| Net cash provided by/( used in) financing activities |
80,611 | (20,013 | ) | |||||
|
|
|
|
|
|||||
| Increase/(decrease) in cash and cash equivalents |
30,217 | (7,017 | ) | |||||
|
|
|
|
|
|||||
| Cash and cash equivalents, beginning of period |
32,132 | 48,078 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents, end of period |
$ | 62,349 | $ | 41,061 | ||||
|
|
|
|
|
|||||
8
EXHIBIT 2
| Owned Vessels |
Type | Built | Capacity (DWT) |
Charter Expiration Date | Charter-Out Rate(1) |
|||||||||||
| Navios Apollon |
Ultra-Handymax | 2000 | 52,073 | February 2014 | $ | 13,500 | (2) | |||||||||
| Navios Soleil |
Ultra-Handymax | 2009 | 57,337 | December 2013 | $ | 8,906 | ||||||||||
| Navios La Paix(3) |
Ultra-Handymax | 2014 | 61,000 | — | — | |||||||||||
| Navios Gemini S |
Panamax | 1994 | 68,636 | February 2014 | $ | 24,225 | ||||||||||
| Navios Libra II |
Panamax | 1995 | 70,136 | September 2015 | $ | 12,000 | (2) | |||||||||
| Navios Felicity |
Panamax | 1997 | 73,867 | May 2014 | $ | 12,000 | (4) | |||||||||
| Navios Galaxy I |
Panamax | 2001 | 74,195 | February 2018 | $ | 21,937 | ||||||||||
| Navios Helios |
Panamax | 2005 | 77,075 | December 2013 | $ | 7,838 | ||||||||||
| Navios Hyperion |
Panamax | 2004 | 75,707 | April 2014 | $ | 37,953 | ||||||||||
| Navios Alegria |
Panamax | 2004 | 76,466 | February 2014 | $ | 16,984 | (5) | |||||||||
| Navios Orbiter |
Panamax | 2004 | 76,602 | April 2014 | $ | 38,052 | ||||||||||
| Navios Hope |
Panamax | 2005 | 75,397 | July 2014 | $ | 10,000 | ||||||||||
| Navios Sagittarius |
Panamax | 2006 | 75,756 | November 2018 | $ | 26,125 | ||||||||||
| Navios Harmony(6) |
Panamax | 2006 | 82,790 | — | — | |||||||||||
| Navios Sun(6) |
Panamax | 2005 | 76,619 | — | — | |||||||||||
| Navios Fantastiks |
Capesize | 2005 | 180,265 | March 2014 | $ | 14,678 | ||||||||||
| Navios Aurora II |
Capesize | 2009 | 169,031 | November 2019 | $ | 41,325 | ||||||||||
| Navios Pollux |
Capesize | 2009 | 180,727 | April 2019 | $ | 40,888 | ||||||||||
| Navios Fulvia |
Capesize | 2010 | 179,263 | September 2015 | $ | 50,588 | ||||||||||
| Navios Melodia(7) |
Capesize | 2010 | 179,132 | September 2022 | $ | 29,356 | (8) | |||||||||
| Navios Luz |
Capesize | 2010 | 179,144 | November 2020 | $ | 29,356 | (9) | |||||||||
| Navios Buena Ventura |
Capesize | 2010 | 179,259 | October 2020 | $ | 29,356 | (9) | |||||||||
| Navios Joy(6) |
Capesize | 2013 | 180,000 | — | — | |||||||||||
Chartered-in Vessels
| Navios Prosperity(10) |
Panamax | 2007 | 82,535 | November 2013 | $ | 12,000 | (4) | |||||||||||||
| Navios Aldebaran(11) |
Panamax | 2008 | 76,500 | November 2013 | $ | 11,000 | (12) |
| (1) | Daily charter-out rate, net of commissions or net insurance or settlement proceeds, where applicable. |
| (2) | Profit sharing 50% on the actual results above the period rates. |
| (3) | Expected to be delivered in the first quarter of 2014. |
| (4) | Profit sharing: The owners will receive 100% of the first $1,500 in profits above the base rate and thereafter all profits will be split 50% to each party. |
| (5) | Profit sharing 50% above $16,984/ day based on Baltic Exchange Panamax TC Average. |
| (6) | Expected to be delivered in the fourth quarter of 2013. |
| (7) | In January 2011, Korea Line Corporation (“KLC”) filed for receivership. The charter was affirmed and will be performed by KLC on its original terms, following an interim suspension period during which Navios Partners trades the vessel directly. |
| (8) | Profit sharing 50% above $37,500/ day based on Baltic Exchange Capesize TC Average. |
| (9) | Profit sharing 50% above $38,500/ day based on Baltic Exchange Capesize TC Average. |
| (10) | 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. |
| (11) | 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. |
| (12) | Profit sharing: The owners will receive 100% of the first $2,500 in profits above the base rate and thereafter all profits will be split 50% to each party. |
9
EXHIBIT 3
Disclosure of Non-GAAP Financial Measures
1. EBITDA
EBITDA represents net income plus interest and finance costs plus depreciation and amortization and income taxes.
EBITDA is 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 is a “non-GAAP financial measure” 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 is frequently used as a measure of operating results and the ability to meet debt service requirements, the definition of 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 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.
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; |
| • | 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. |
10
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 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.
4. Reconciliation of Non-GAAP Financial Measures
| Three Month Period ended June 30, 2013 ($ ‘000) (unaudited) |
Three Month Period ended June 30, 2012 ($ ‘000) (unaudited) |
Six
Month Period ended June 30, 2013 ($ ‘000) (unaudited) |
Six
Month Period ended June 30, 2012 ($ ‘000) (unaudited) |
|||||||||||||
| Net cash provided by operating activities |
$ | 21,753 | $ | 34,709 | $ | 51,146 | $ | 72,497 | ||||||||
| Net increase/(decrease) in operating assets |
13,655 | 726 | 14,662 | (1,805 | ) | |||||||||||
| Net increase in operating liabilities |
7,970 | (1,279 | ) | 12,763 | (2,299 | ) | ||||||||||
| Net interest cost |
3,920 | 2,355 | 6,317 | 5,041 | ||||||||||||
| Amortization and write-off of deferred financing costs |
(2,252 | ) | (134 | ) | (2,788 | ) | (272 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
EBITDA(1) |
$ | 45,046 | $ | 36,377 | $ | 82,100 | $ | 73,162 | ||||||||
| Cash interest income |
7 | 93 | 16 | 188 | ||||||||||||
| Cash interest paid |
(1,578 | ) | (2,448 | ) | (3,959 | ) | (5,277 | ) | ||||||||
| Maintenance and replacement capital expenditures |
(3,467 | ) | (4,525 | ) | (6,934 | ) | (8,986 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating Surplus |
$ | 40,008 | $ | 29,497 | $ | 71,223 | $ | 59,087 | ||||||||
| Cash distribution paid relating to the first quarter |
— | — | (29,936 | ) | (26,923 | ) | ||||||||||
| Cash reserves |
(10,072 | ) | (1,934 | ) | (11,351 | ) | (4,601 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Available cash for distribution |
$ | 29,936 | $ | 27,563 | $ | 29,936 | $ | 27,563 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) |
| Three Month Period ended June 30, 2013 ($ ‘000) (unaudited) |
Three Month Period ended June 30, 2012 ($ ‘000) (unaudited) |
Six Month Period ended June 30, 2013 ($ ‘000) (unaudited) |
Six Month Period ended June 30, 2012 ($ ‘000) (unaudited) |
|||||||||||||
| Net cash provided by operating activities |
$ | 21,753 | $ | 34,709 | $ | 51,146 | $ | 72,497 | ||||||||
| Net cash used in investing activities |
(101,540 | ) | (59,501 | ) | (101,540 | ) | (59,501 | ) | ||||||||
| Net cash provided / (used in) financing activities |
68,244 | 32,357 | 80,611 | (20,013 | ) | |||||||||||
11
Exhibit 99.2
The Navios Group Announces
Formation of
Navios Europe Inc.
And
Management of Five Vessels for the Benefit of HSH Nordbank AG
MONACO — (Marketwired) — 08/20/13 — The Navios Group, composed of Navios Maritime Holdings Inc. (NYSE: NM) (“Navios Holdings”), Navios Maritime Acquisition Corporation (NYSE: NNA) (“Navios Acquisition”) and Navios Maritime Partners L.P. (NYSE: NMM) (“Navios Partners”), announce the formation of Navios Europe Inc. (“Navios Europe”) as the next step in concluding the letter of intent signed with HSH Nordbank AG (“HSH”) in April of 2013.
Navios Europe, which will initially acquire five product tankers and five container vessels from debtors of HSH, will be owned 47.5% by Navios Holdings, 47.5% by Navios Acquisition and 5% by Navios Partners. It is anticipated that funding requirements will be satisfied in the same percentages.
Management of Vessels
In August 2013, Navios Europe arranged technical and commercial management for five out of the ten vessels. To date, the following vessels were delivered:
(1) The Esperanza N, a 2,007 TEU Sub-Panamax Container built in 2008; and
(2) The Harmony N, a 2,824 TEU Sub-Panamax Container built in 2006.
Three tanker vessels are also expected to be delivered through September 2013.
Closing
Navios Europe is expected to take ownership of all 10 vessels by November 1, 2013, at which point management of the remaining vessels will be transferred as well.
The transaction is subject to a number of conditions, and no assurance can be provided that the transaction will be concluded as contemplated, if at all.
Strategic Partnership
HSH and Navios are committed to their excellent working relationship. After the completion of this transaction, HSH and Navios hope to work together toward similar transactions.
About Navios Maritime Holdings Inc.
Navios Holdings (NYSE: NM) is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain. For more information about Navios Holdings please visit its website: www.navios.com.
About Navios Maritime Acquisition Corporation
Navios Acquisition (NYSE: NNA) is an owner and operator of tanker vessels focusing in the transportation of petroleum products (clean and dirty) and bulk liquid chemicals. For more information about Navios Acquisition, please visit its website: www.navios-acquisition.com.
About Navios Maritime Partners
Navios Partners (NYSE: NMM) is a publicly traded master limited partnership which owns and operates dry cargo vessels. For more information, please visit its website: www.navios-mlp.com.
About Navios Europe
Navios Europe is an owner and operator of container and tanker vessels. For more information about Navios Europe please visit its website: www.navios-europe.com.
Contact:
Navios Maritime Holdings Inc.
+1.212.906.8643
investors@navios.com