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 29, 2014
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 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 29, 2014, Navios Maritime Partners L.P. (“Navios Partners”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2013. 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, 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. 333-192176.
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: February 10, 2014 | ||
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 99.1 | Press Release dated January 29, 2014 | |
Exhibit 99.1
Navios Maritime Partners L.P.
Reports Financial Results for the Fourth Quarter and
Year Ended December 31, 2013
• Net Income:
| • | $10.1 million in Q4; $59.0 million for the year |
• EBITDA:
| • | $35.6 million in Q4; $153.4 million for the year |
• Operating Surplus:
| • | $26.1 million in Q4; $125.5 million for the year |
• Entered container segment
| • | Delivery of five container vessels in December 2013 |
• Delivery and charter of four Japanese-built drybulk vessels
• Dividend of $0.4425 per common unit for Q4
Monaco, January 29, 2014 – 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 year ended December 31, 2013.
Angeliki Frangou, Chairman and Chief Executive Officer of Navios Partners, stated: “Navios Partners previously announced that it was committed to a minimum distribution of $1.77 through 2014 and today extends this through the year 2015. Moreover, as drybulk shipping recovers and the charter rates improve, we will be positioned to increase distributions in the medium term.”
Angeliki Frangou continued, “2013 was a transformational year. During the year, we engaged in a novel financing through the Term Loan B, broadening our access to debt capital, and entered a new businesses line, the container segment, by mitigating market risk through using long-term charters. We also renewed our fleet by opportunistically purchasing four Japanese-built drybulk vessels. As the cycle is turning, our hard work of the past year is evident and we are positioned to reap the benefits.”
RECENT DEVELOPMENTS
Cash Distribution
The Board of Directors of Navios Partners declared a cash distribution for the fourth quarter of 2013 of $0.4425 per unit. The cash distribution is payable on February 14, 2014 to unitholders of record on February 10, 2014.
Add-on to the Term Loan B
On November 1, 2013, Navios Partners completed the issuance of $189.5 million add-on to its existing Term Loan B facility. The add-on to the Term Loan B bears an interest rate of LIBOR +425 basis points and has a five year term maturing in June 2018, with a 1.0% amortization profile. Navios Partners used the net proceeds to partially finance the acquisition of five container vessels.
Vessel deliveries
In January 2014, Navios Partners took delivery of the Navios Sun, a 2005-built Panamax vessel of 76,619 dwt. The
1
Navios Sun has been chartered out to a high quality counterparty for 12 to 14 months at a rate of $13,063 net per day.
In January 2014, Navios Partners took delivery of the Navios La Paix, a newbuilding ultra-Handymax vessel of 61,485 dwt. The Navios La Paix has been chartered out to a high quality counterparty for about two years based on the Supramax time charter Index plus 10%, with a minimum rate of $9,500, net per day.
In December 2013, Navios Partners took delivery of the Hyundai Hongkong, the Hyundai Singapore, the Hyundai Tokyo, the Hyundai Shanghai and the Hyundai Busan, all 2006-built container vessels of 6,800 TEU each. All five vessels have been chartered out to an investment grade counterparty for ten years (with Navios Partners’ option to terminate after year seven), at a rate of $30,119 net per day per vessel
In October 2013, Navios Partners took delivery of the Navios Harmony, 2006-built Panamax vessel of 82,790 dwt. The Navios Harmony has been chartered out to a high quality counterparty for four to six months at a rate of $14,725 net per day.
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 3.4 years, providing a stable base of revenue and distributable cash flow. Navios Partners has currently contracted out 74.7% of its available days for 2014, 52.6% for 2015 and 41.5% for 2016, expecting to generate revenues of approximately $197.8 million, $163.5 million and $138.1 million, respectively. The average expected daily charter-out rate for the fleet is $24,233 for 2014, $28,384 for 2015 and $30,324 for 2016. The average daily charter-in rate for the charter-in vessels is $13,513 for 2014.
Navios Partners has insured certain long-term charter-out contracts of drybulk vessels for credit default occurring until the end of 2016, either through a “AA” rated European Union insurance provider up to a maximum cash payment of $120.0 million initially or through a separate agreement with Navios Maritime Holdings Inc. 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 months periods and years ended December 31, 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.
| (in $‘000 except per unit data) | Three Month Period Ended December 31, |
Three Month Period Ended December 31, 2012 (unaudited) |
Year Ended December 31, 2013 (unaudited) |
Year Ended December 31, 2012 (unaudited) |
||||||||||||
| Revenue |
$ | 52,146 | $ | 52,786 | $ | 198,159 | $ | 205,435 | ||||||||
| Net income |
$ | 10,126 | $ | 40,137 | * | $ | 59,006 | $ | 95,898 | * | ||||||
| EBITDA |
$ | 35,629 | $ | 61,251 | * | $ | 153,371 | $ | 177,443 | * | ||||||
| Earnings per Common unit (basic and diluted) |
$ | 0.13 | $ | 0.65 | * | $ | 0.84 | $ | 1.61 | * | ||||||
| Operating Surplus |
$ | 26,093 | $ | 54,150 | * | $ | 125,503 | $ | 148,879 | * | ||||||
| Maintenance and Replacement Capital expenditure reserve |
$ | 4,143 | $ | 4,942 | $ | 14,593 | $ | 18,869 | ||||||||
| * | Positively affected by $22.5 million accounting effect from the restructuring of credit default insurance. |
Three month periods ended December 31, 2013 and 2012
Time charter and voyage revenues for the three month period ended December 31, 2013 decreased by $0.6 million
2
or 1.2% to $52.1 million, as compared to $52.8 million for the same period in 2012. The decrease in time charter and voyage revenues was due to the decrease in time charter equivalent (“TCE”) to $22,682 for the three month period ended December 31, 2013, from $27,297 for the three month period ended December 31, 2012. The above decrease was partially mitigated by the increase in time charter and voyage revenues due to the acquisitions of the Navios Joy on September 11, 2013, the Navios Harmony on October 11, 2013 and the acquisition of five container vessels in December 2013. As a result of the vessel acquisitions, available days of the fleet increased to 2,216 days for the three month period ended December 31, 2013, as compared to 1,914 days for the three month period ended December 31, 2012.
EBITDA decreased by $25.6 million to $35.6 million for the three month period ended December 31, 2013, as compared to $61.3 million for the same period in 2012. The decrease in EBITDA was mainly due to a $21.9 million decrease in other income due to a $22.5 million accounting effect from the restructuring of credit default insurance in November 2012, a $0.6 million decrease in revenue, a $1.4 million increase in time charter and voyage expenses due to an increase in voyage expenses incurred, a $1.6 million increase in management fees due to the increased number of vessels, and a $0.2 million increase in general and administrative expenses. The above decrease was partially mitigated by a $0.1 million decrease in other expenses.
The reserve for estimated maintenance and replacement capital expenditures for the three month periods ended December 31, 2013 and 2012 was $4.1 million and $4.9 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 December 31, 2013 of $26.1 million, as compared to $54.2 million for the three month period ended December 31, 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 December 31, 2013 amounted to $10.1 million compared to $40.1 million for the three months ended December 31, 2012. The decrease in net income by $30.0 million was due to a $25.6 million decrease in EBITDA, a $3.7 million increase in interest expense and finance cost, net and a $0.6 million increase in depreciation and amortization expense due to the increased fleet size.
Years ended December 31, 2013 and 2012
Time charter and voyage revenues for the year ended December 31, 2013 decreased by $7.3 million or 3.5% to $198.2 million, as compared to $205.4 million for the same period in 2012. The decrease in time charter and voyage revenues was due to the decrease in time charter equivalent to $24,284 for the year ended December 31, 2013, from $28,907 for the year ended December 31, 2012. The above decrease was partially mitigated by the increase in time charter and voyage revenues due to the acquisitions of the Navios Buena Ventura on June 15, 2012, the Navios Soleil on July 24, 2012, the Navios Helios on July 27, 2012, the Navios Joy on September 11, 2013, the Navios Harmony on October 11, 2013 and the acquisition of five container vessels in December 2013. As a result of the vessel acquisitions, available days of the fleet increased to 7,952 days for the year ended December 31, 2013, as compared to 7,002 days for the year ended December 31, 2012.
EBITDA decreased by approximately $24.1 million to $153.4 million for the year ended December 31, 2013, as compared to $177.4 million for the same period in 2012. The decrease in EBITDA was due to a $7.3 million decrease in revenue, a $2.0 million increase in time charter and voyage expenses due to an increase in voyage expenses incurred, a $4.5 million increase in management fees due to the increased number of vessels, a $0.7 million increase in general and administrative expenses, a $8.9 million decrease in other income and a $0.7 million increase in other expenses.
The reserve for estimated maintenance and replacement capital expenditures for the years ended December 31, 2013 and 2012 was $14.6 million and $18.9 million, respectively (please see Reconciliation of Non-GAAP Financial Measures in Exhibit 3).
3
Navios Partners generated an Operating Surplus for the year ended December 31, 2013 of $125.5 million, as compared to $148.9 million for the year ended December 31, 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 year ended December 31, 2013 amounted to $59.0 million compared to $95.9 million for the year ended December 31, 2012. The decrease in net income by $36.9 million was due to a $24.1 million decrease in EBITDA, a $6.9 million increase in interest expense and finance cost, net and a $5.9 million increase in depreciation and amortization expense due to the increased fleet size.
Fleet Employment Profile
The following table reflects certain key indicators of Navios Partners’ core fleet performance for the three month periods and years ended December 31, 2013 and 2012.
| Three Month Period Ended December 31 2013 (unaudited) |
Three Month Period Ended December 31, 2012 (unaudited) |
Year Ended December 31, 2013 (unaudited) |
Year Ended December 31, 2012 (unaudited) |
|||||||||||||
| Available Days (1) |
2,216 | 1,914 | 7,952 | 7,002 | ||||||||||||
| Operating Days (2) |
2,195 | 1,912 | 7,923 | 6,984 | ||||||||||||
| Fleet Utilization (3) |
99.0 | % | 99.9 | % | 99.6 | % | 99.8 | % | ||||||||
| Time Charter Equivalent (per day) (4) |
$ | 22,682 | $ | 27,297 | $ | 24,284 | $ | 28,907 | ||||||||
| Vessels operating at period end |
28 | 21 | 28 | 21 | ||||||||||||
| (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, Wednesday, January 29, 2014 to discuss the results for the fourth quarter and year ended December 31, 2013.
Conference Call details:
Call Date/Time: Wednesday, January 29, 2014 at 08:30 am ET
4
Call Title: Navios Partners Q4 2013 Financial Results Conference Call
US Dial In: +1.866.394.0817
International Dial In: +1.706.679.9759
Conference ID: 3139 9304
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: 3139 9304
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 drybulk 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
Navios Maritime Partners L.P.
+1 (212) 906 8645
Investors@navios-mlp.com
5
Nicolas Bornozis
Capital Link, Inc.
naviospartners@capitallink.com
6
EXHIBIT 1
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED BALANCE SHEET
(Expressed in thousands of U.S. Dollars except unit data)
| December 31, 2013 (unaudited) |
December 31, 2012 |
|||||||
| ASSETS |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 35,346 | $ | 32,132 | ||||
| Restricted cash |
1,177 | 29,529 | ||||||
| Accounts receivable, net |
16,298 | 7,778 | ||||||
| Prepaid expenses and other current assets |
1,663 | 594 | ||||||
|
|
|
|
|
|||||
| Total current assets |
54,484 | 70,033 | ||||||
|
|
|
|
|
|||||
| Vessels, net |
1,026,153 | 721,391 | ||||||
| Deposits for vessels acquisitions |
7,271 | — | ||||||
| Deferred financing costs, net |
8,463 | 2,767 | ||||||
| Other long term assets |
94 | 282 | ||||||
| Loans receivable from related parties |
780 | — | ||||||
| Intangible assets |
119,405 | 160,479 | ||||||
| Restricted cash |
33,429 | — | ||||||
|
|
|
|
|
|||||
| Total non-current assets |
1,195,595 | 884,919 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 1,250,079 | $ | 954,952 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND PARTNERS’ CAPITAL |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | 3,171 | $ | 2,090 | ||||
| Accrued expenses |
3,876 | 3,599 | ||||||
| Deferred voyage revenue |
2,997 | 9,112 | ||||||
| Current portion of long-term debt |
5,358 | 23,727 | ||||||
| Amounts due to related parties |
204 | 21,748 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
15,606 | 60,276 | ||||||
|
|
|
|
|
|||||
| Long-term debt, net of current portion and discount |
527,966 | 275,982 | ||||||
|
|
|
|
|
|||||
| Total non-current liabilities |
527,966 | 275,982 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
543,572 | 336,258 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies |
— | — | ||||||
| Partners’ capital: |
||||||||
| Common Unitholders (71,034,163 and 60,109,163 units issued and outstanding at December 31, 2013 and December 31, 2012, respectively) |
702,478 | 616,604 | ||||||
| General Partner (1,449,681 and 1,226,721 units issued and outstanding at December 31, 2013 and December 31, 2012, respectively) |
4,029 | 2,090 | ||||||
|
|
|
|
|
|||||
| Total partners’ capital |
706,507 | 618,694 | ||||||
|
|
|
|
|
|||||
| Total liabilities and partners’ capital |
$ | 1,250,079 | $ | 954,952 | ||||
|
|
|
|
|
|||||
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, 2013 ($ ‘000) (unaudited) |
Three Month Period Ended December 31, 2012 ($ ‘000) (unaudited) |
Year Ended December 31, 2013 ($ ‘000) (unaudited) |
Year Ended December 31, 2012 ($ ‘000) |
|||||||||||||
| Time charter and voyage revenues (includes related party revenue of $23,738 and $7,357 for the years ended December 31, 2013 and 2012, respectively) |
$ | 52,146 | $ | 52,786 | $ | 198,159 | $ | 205,435 | ||||||||
| Time charter and voyage expenses |
(4,386 | ) | (3,027 | ) | (14,943 | ) | (12,937 | ) | ||||||||
| Direct vessel expenses |
— | — | — | (25 | ) | |||||||||||
| Management fees (entirely through related parties transactions) |
(10,308 | ) | (8,680 | ) | (36,173 | ) | (31,689 | ) | ||||||||
| General and administrative expenses |
(1,853 | ) | (1,681 | ) | (6,305 | ) | (5,555 | ) | ||||||||
| Depreciation and amortization |
(19,273 | ) | (18,648 | ) | (77,505 | ) | (71,622 | ) | ||||||||
| Write-off of intangible asset |
— | — | — | — | ||||||||||||
| Interest expense and finance cost, net |
(6,258 | ) | (2,516 | ) | (16,910 | ) | (10,127 | ) | ||||||||
| Interest income |
28 | 50 | 50 | 229 | ||||||||||||
| Other income |
284 | 22,196 | 13,730 | 22,598 | ||||||||||||
| Other expense |
(254 | ) | (343 | ) | (1,097 | ) | (409 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 10,126 | $ | 40,137 | $ | 59,006 | $ | 95,898 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Earnings per unit:
| Three Month Period Ended December 31, 2013 (unaudited) |
Three Month Period Ended December 31, 2012 (unaudited) |
Year Ended December 31, 2013 (unaudited) |
Year Ended December 31, 2012 |
|||||||||||||
| Net income |
$ | 10,126 | $ | 40,137 | $ | 59,006 | $ | 95,898 | ||||||||
| Earnings per unit: |
||||||||||||||||
| Common unit (basic and diluted) |
$ | 0.13 | $ | 0.65 | $ | 0.84 | $ | 1.61 | ||||||||
8
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
| Year Ended December 31, 2013 (unaudited) |
Year Ended December 31, 2012 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net income |
$ | 59,006 | $ | 95,898 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
77,505 | 71,622 | ||||||
| Write-off of intangible asset |
— | — | ||||||
| Amortization and write-off of deferred financing cost |
4,035 | 787 | ||||||
| Amortization of deferred dry dock costs |
— | 25 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Net increase in restricted cash |
(2 | ) | (3 | ) | ||||
| Increase in accounts receivable |
(8,520 | ) | (2,943 | ) | ||||
| (Increase)/decrease in prepaid expenses and other current assets |
(1,069 | ) | 1,583 | |||||
| (Decrease)/ increase in other long term assets |
188 | (202 | ) | |||||
| Increase in accounts payable |
1,081 | 68 | ||||||
| Increase in accrued expenses |
277 | 613 | ||||||
| Decrease in deferred voyage revenue |
(6,115 | ) | (6,038 | ) | ||||
| (Decrease)/increase in amounts due to related parties |
(21,544 | ) | 17,671 | |||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
104,842 | 179,081 | ||||||
|
|
|
|
|
|||||
| INVESTING ACTIVITIES: |
||||||||
| Acquisition of vessels |
(341,193 | ) | (46,307 | ) | ||||
| Acquisition of vessels from related parties |
— | (42,198 | ) | |||||
| Deposits for acquisition of vessels |
(7,271 | ) | — | |||||
| Acquisition of intangibles |
— | — | ||||||
| Acquisition of intangibles from related parties |
— | (21,193 | ) | |||||
| Loans receivable from related party |
(780 | ) | — | |||||
| Increase in restricted cash |
(98,179 | ) | — | |||||
| Release of restricted cash for vessel acquisitions |
64,750 | — | ||||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(382,673 | ) | (109,698 | ) | ||||
|
|
|
|
|
|||||
| FINANCING ACTIVITIES: |
||||||||
| Cash distributions paid |
(122,382 | ) | (106,878 | ) | ||||
| Net proceeds from issuance of general partner units |
3,167 | 1,472 | ||||||
| Proceeds from issuance of common units, net of offering costs |
148,022 | 68,563 | ||||||
| Proceeds from long term debt |
434,500 | 44,000 | ||||||
| Net decrease/(increase) in restricted cash |
28,354 | (21,058 | ) | |||||
| Repayment of long-term debt and payment of principal |
(201,412 | ) | (70,340 | ) | ||||
| Debt issuance costs |
(9,204 | ) | (1,088 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by/(used in) financing activities |
281,045 | (85,329 | ) | |||||
|
|
|
|
|
|||||
| Increase/(decrease) in cash and cash equivalents |
3,214 | (15,946 | ) | |||||
|
|
|
|
|
|||||
| Cash and cash equivalents, beginning of period |
32,132 | 48,078 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents, end of period |
$ | 35,346 | $ | 32,132 | ||||
|
|
|
|
|
|||||
9
EXHIBIT 2
| Owned Vessels |
Type |
Built | Capacity (DWT) |
|||||||
| Navios Apollon |
Ultra-Handymax | 2000 | 52,073 | |||||||
| Navios Soleil |
Ultra-Handymax | 2009 | 57,337 | |||||||
| Navios La Paix |
Ultra-Handymax | 2014 | 61,485 | |||||||
| Navios Gemini S |
Panamax | 1994 | 68,636 | |||||||
| Navios Libra II |
Panamax | 1995 | 70,136 | |||||||
| Navios Felicity |
Panamax | 1997 | 73,867 | |||||||
| Navios Galaxy I |
Panamax | 2001 | 74,195 | |||||||
| Navios Helios |
Panamax | 2005 | 77,075 | |||||||
| Navios Hyperion |
Panamax | 2004 | 75,707 | |||||||
| Navios Alegria |
Panamax | 2004 | 76,466 | |||||||
| Navios Orbiter |
Panamax | 2004 | 76,602 | |||||||
| Navios Hope |
Panamax | 2005 | 75,397 | |||||||
| Navios Sagittarius |
Panamax | 2006 | 75,756 | |||||||
| Navios Harmony |
Panamax | 2006 | 82,790 | |||||||
| Navios Sun |
Panamax | 2005 | 76,619 | |||||||
| Navios Fantastiks |
Capesize | 2005 | 180,265 | |||||||
| Navios Aurora II |
Capesize | 2009 | 169,031 | |||||||
| Navios Pollux |
Capesize | 2009 | 180,727 | |||||||
| Navios Fulvia |
Capesize | 2010 | 179,263 | |||||||
| Navios Melodia |
Capesize | 2010 | 179,132 | |||||||
| Navios Luz |
Capesize | 2010 | 179,144 | |||||||
| Navios Buena Ventura |
Capesize | 2010 | 179,259 | |||||||
| Navios Joy |
Capesize | 2013 | 181,389 | |||||||
| Chartered-in Vessels | ||||||||||
| Navios Prosperity |
Panamax | 2007 | 82,535 | |||||||
| Navios Aldebaran |
Panamax | 2008 | 76,500 | |||||||
| Container Vessels |
Type |
Built | TEU | |||||||
| Hyundai Hongkong |
Container | 2006 | 6,800 | |||||||
| Hyundai Singapore |
Container | 2006 | 6,800 | |||||||
| Hyundai Tokyo |
Container | 2006 | 6,800 | |||||||
| Hyundai Shanghai |
Container | 2006 | 6,800 | |||||||
| Hyundai Busan |
Container | 2006 | 6,800 | |||||||
10
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. |
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.
11
4. Reconciliation of Non-GAAP Financial Measures
| Three Month Period Ended December 31, 2013 ($ ‘000) (unaudited) |
Three Month Period Ended December 31, 2012 ($ ‘000) (unaudited) |
Year Ended December 31, 2013 ($ ‘000) (unaudited) |
Year Ended December 31, 2012 ($ ‘000) (unaudited) |
|||||||||||||
| Net cash provided by operating activities |
$ | 12,936 | $ | 63,624 | $ | 104,842 | $ | 179,081 | ||||||||
| Net decrease/(increase) in operating assets |
2,078 | (623 | ) | 9,403 | 1,565 | |||||||||||
| Net increase/(decrease) in operating liabilities |
15,071 | (3,849 | ) | 26,301 | (12,314 | ) | ||||||||||
| Net interest cost |
6,230 | 2,466 | 16,860 | 9,898 | ||||||||||||
| Amortization and write-off of deferred financing costs |
(686 | ) | (367 | ) | (4,035 | ) | (787 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBITDA(1) |
$ | 35,629 | $ | 61,251 | $ | 153,371 | $ | 177,443 | ||||||||
| Cash interest income |
24 | 66 | 49 | 262 | ||||||||||||
| Cash interest paid |
(5,417 | ) | (2,225 | ) | (13,324 | ) | (9,957 | ) | ||||||||
| Maintenance and replacement capital expenditures |
(4,143 | ) | (4,942 | ) | (14,593 | ) | (18,869 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating Surplus |
$ | 26,093 | $ | 54,150 | $ | 125,503 | $ | 148,879 | ||||||||
| Cash distribution paid relating to the first three quarters of the year |
— | — | (92,445 | ) | (82,050 | ) | ||||||||||
| Cash reserves |
6,480 | (26,587 | ) | (485 | ) | (39,266 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Available cash for distribution |
$ | 32,573 | $ | 27,563 | $ | 32,573 | $ | 27,563 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) |
||||||||||||||||
| Three Month Period Ended December 31, 2013 ($‘000) (unaudited) |
Three Month Period Ended December 31, 2012 ($‘000) (unaudited) |
Year Ended December 31, 2013 ($‘000) (unaudited) |
Year Ended December 31, 2012 ($‘000) (unaudited) |
|||||||||||||
| Net cash provided by operating activities |
$ | 12,936 | $ | 63,624 | $ | 104,842 | $ | 179,081 | ||||||||
| Net cash used in investing activities |
$ | (275,086 | ) | $ | — | $ | (382,673 | ) | $ | (109,698 | ) | |||||
| Net cash provided by/(used in) financing activities |
$ | 151,672 | $ | (55,157 | ) | $ | 281,045 | $ | (85,329 | ) | ||||||
12