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
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated: July 29, 2008
Commission File No. 001-33811
NAVIOS MARITIME PARTNERS L.P.
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
(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 o
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 o 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 o 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 o No þ
Declaration of Quarterly Dividend and Date of Release of Second Quarter 2008 Results and Conference Call
On July 29, 2008, Navios Maritime Partners L.P. issued a press release announcing the
declaration of a dividend for the quarter ended June 30, 2008. Navios Maritime Partners also
announced the date and time of a conference call to discuss the results of the quarter ended June 30, 2008.
A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
In addition, on July 29, 2008, Navios Maritime Partners L.P. issued a press release announcing the
results for the second quarter and six months ended June 30, 2008, as well as announced recommended increases to the
unit distributions of $0.385 for the third quarter and $ 0.40 for the fourth quarter of 2008. A copy of the press
release is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.
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: July 30, 2008 |
||||
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
99.1
|
Press Release dated July 29, 2008 | |
99.2
|
Press Release dated July 29, 2008 |
Exhibit
99.1
NAVIOS MARITIME PARTNERS L.P.
DECLARES CASH DISTRIBUTION OF $0.35 PER UNIT
AND
ANNOUNCES THE DATE FOR SECOND QUARTER 2008 RESULTS,
CONFERENCE CALL AND WEBCAST
DECLARES CASH DISTRIBUTION OF $0.35 PER UNIT
AND
ANNOUNCES THE DATE FOR SECOND QUARTER 2008 RESULTS,
CONFERENCE CALL AND WEBCAST
Earnings Announcement: Today, Tuesday, July 29, 2008, after 4.00 PM EDT
Conference Call and Webcast: Wednesday, July 30, 2008, at 8:30 A.M. EDT
Conference Call and Webcast: Wednesday, July 30, 2008, at 8:30 A.M. EDT
PIRAEUS, GREECE – July 29, 2008 - Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM),
an owner and operator of Capesize and Panamax vessels, announced today that its Board of Directors
has declared a cash distribution of $0.35 per unit for the second quarter ended June 30, 2008. The
cash distribution will be payable on August 14, 2008 to unit holders of record as of August 8,
2008, excluding common units issued to Navios Maritime Holdings Inc. in connection with the sale of
Navios Aurora I in July 2008.
Navios Partners will announce earnings for the second quarter ended June 30, 2008 after 4.00 PM EDT
today, Tuesday, July 29, 2008.
Navios Partners will also host a conference call tomorrow, Wednesday, July 30, 2008 at 8:30 A.M.
EDT, during which Navios Partners’ senior management will discuss the results of the second quarter
ended June 30, 2008.
Conference Call details:
Participants should dial into the call 10 minutes before the scheduled time using the following
numbers:
US Toll Free Dial In: 1866 819 7111
UK Toll Free Dial In: 0800 953 0329
International Dial In: +44 (0) 1452 542 301
UK Toll Free Dial In: 0800 953 0329
International Dial In: +44 (0) 1452 542 301
Please quote “NAVIOS MLP”.
In case of any problems with the above numbers, please dial:
US Toll Free Dial In: 1866 223 0615
UK Toll Free Dial In: 0800 694 1503
International Dial In: +44 (0) 1452 586 513
UK Toll Free Dial In: 0800 694 1503
International Dial In: +44 (0) 1452 586 513
Please quote “NAVIOS MLP”.
A telephonic replay of the conference call will be available until August 6, 2008 by dialing the following numbers:
US Toll Free Dial In: 1866 247 4222
UK Toll Free Dial In: 0800 953 1533
International Dial In: +44 1452 550 000
Access Code: 33433537#
UK Toll Free Dial In: 0800 953 1533
International Dial In: +44 1452 550 000
Access Code: 33433537#
Slides and audio webcast:
There will also be a live, and then archived 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.
(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 at
www.navios-mlp.com under the “Investors” section at 7:45 A.M. EDT on the day of the call.
About Navios Maritime Partners L.P.
Navios Partners (NYSE: NMM), a publicly traded master limited partnership formed by Navios Maritime
Holdings Inc (NYSE: NM), is an owner and operator of Capesize and Panamax 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 intended distributions, expected vessel acquisitions and entering into further
time charters. Words such as “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
Public & Investor Relations Contact:
Navios Maritime Partners L.P.
Investor Relations
Nicolas Bornozis
Capital Link, Inc.
Tel. (212) 661-7566
E-mail:naviospartners@capitallink.com
Investor Relations
Nicolas Bornozis
Capital Link, Inc.
Tel. (212) 661-7566
E-mail:naviospartners@capitallink.com
Exhibit
99.2
Navios Maritime Partners L.P.
Reports Financial Results for the Second Quarter and Six Months of 2008
and
Announces Increased Unit Distributions of $0.385 for the Third Quarter and $0.40 for the Fourth Quarter of 2008
Reports Financial Results for the Second Quarter and Six Months of 2008
and
Announces Increased Unit Distributions of $0.385 for the Third Quarter and $0.40 for the Fourth Quarter of 2008
| o | Revenue of $17.9 million and $32.3 million and for the three month and six month periods ended June 30, 2008 | ||
| o | Operating Surplus of $5.9 million and $13.1 million for the three month and six month periods ended June 30, 2008 | ||
| o | Distribution of $0.35 per unit for the three month period ended June 30, 2008 |
PIRAEUS, GREECE, July 29, 2008 — Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: “NMM”),
an owner and operator of Capesize and Panamax vessels, reported its financial results for the
second quarter of 2008.
Ms. Angeliki Frangou, Chairman and Chief Executive Officer of Navios Partners, stated: “The strong
results of the second quarter of 2008 were in line with our expectations, and we have announced a
quarterly cash distribution of $0.35 per unit for the second quarter of 2008. Our fleet expansion
and the strength of the long-term charter-out market have allowed us to recommend an increase of
more than 14% in distributions for the balance of 2008 — from $0.35 per unit for the second quarter
to $0.40 per unit for the fourth quarter of 2008. We are very pleased to have achieved these
results in less than eight months since we went public in November 2007.”
Ms. Frangou continued “Our relationship with Navios Maritime Holdings Inc. provides access
to further potential vessel drop-downs and operating expense visibility. With only moderate
leverage and strong cash flow from long-term fleet employment, we should be able to take full
advantage of the continuing positive fundamentals of the dry bulk industry. We believe that Navios
Partners is positioned to continue growing its fleet and distributions.”
Cash Distributions
As announced earlier today, the Board of Directors of Navios Partners declared a cash distribution
for the second quarter of 2008 of $0.35 per unit. This distribution is payable on August 14, 2008
to holders of record as of August 8, 2008 (excluding common units issued to Navios Maritime
Holdings Inc. (“Navios Holdings”) in connection with the sale of Navios Aurora I in July 2008).
Navios Partners’ management has also recommended that the Board of Directors increase the cash
distributions for the balance of 2008 as follows: $0.385 per unit for the quarter ended September
30, 2008 and $0.400 per unit for the quarter ended December 31, 2008. The record and payment dates
for the quarters ended September 30, 2008 and December 31, 2008 will be subsequently determined.
Recent Developments
On July 1, 2008, Navios Partners acquired from Navios Holdings the Navios Aurora I, a 75,397 dwt
Panamax vessel built in 2005, for $80.0 million, consisting of $35.0 million cash and 3,131,415
common units. The number of the common units issued was calculated using the $14.3705 volume
weighted average trading price
for the 10 business days immediately before the closing date. Navios Partners financed the cash
portion of the purchase price with a $35.0 million drawdown under a new tranche to its existing
credit facility. The new tranche has an interest rate of LIBOR plus 80 bps, adjustable based on
loan to value ratio. No principal payments would be required to be made until the first quarter of
2012. On July 1, 2008, in connection with the acquisition and issuance of additional common units,
the general partner of Navios Partners elected to contribute approximately $920,000 to Navios
Partners to maintain its 2% general partner interest in Navios Partners.
1
On May 2, 2008, Navios Partners took ownership of the Navios Fantastiks, a 2005-built Capesize
vessel of 180,265 dwt. Previously, the vessel was operating as part of the chartered-in fleet and
the purchase option was exercised in October 2007. The vessel’s purchase price of approximately
$34.2 million was financed by a drawdown of $35.0 million under the existing credit facility.
Secure Cash Flow
Navios Partners has entered into long-term time charters-out for all ten vessels with a remaining
average term of 4.9 years, providing a stable base of revenue and distributable cash flow. Navios
Partners has currently contracted out 100.0% of available days for 2008, 2009 and 2010 for $75.5
million, $95.4 million and $104.2 million in revenue, respectively. The average contractual daily
charter-out rate for the core fleet is $24,746, $27,504 and $28,540 for 2008, 2009 and 2010,
respectively. The average daily charter-in rate for the active long term charter-in vessels for
2008 is $13,513.
Operating Expense Visibility
Navios Partners has entered into a five-year management agreement expiring in November 2012, with a
subsidiary of Navios Holdings. Rates for the first two years (ending November 16, 2009) are fixed
at (i) $4,000 per day for each owned Panamax vessel and (ii) $5,000 for each owned Capesize vessel.
FINANCIAL HIGHLIGHTS
The following table presents consolidated revenue and expense information for the three and six
month periods ended June 30, 2008. We do not present comparative information for periods prior to
the IPO because we believe that those periods are not necessarily comparable given the change in
the nature and focus of the business. For example, it is the policy of Navios Partners’ not to
trade FFAs, whereas certain prior periods contain such transactions. In addition, certain
agreements such as the management agreement were first effective as of November 16, 2007.
| (unaudited) | (unaudited) | |||||||
| Three Month Period | Six Month Period | |||||||
| ended June 30, 2008 | ended June 30, 2008 | |||||||
| ($ ‘000) | ($ ‘000) | |||||||
Time charter and voyage revenue |
$ | 17,939 | $ | 32,259 | ||||
Time charter and voyage expenses |
(3,183 | ) | (6,004 | ) | ||||
Direct vessel expenses |
(145 | ) | (289 | ) | ||||
Management fees |
(2,119 | ) | (3,939 | ) | ||||
General and administrative expenses |
(507 | ) | (1,003 | ) | ||||
Depreciation and amortization |
(2,547 | ) | (5,311 | ) | ||||
Interest expense and finance cost, net |
(2,339 | ) | (4,812 | ) | ||||
Interest income |
43 | 91 | ||||||
Other income |
24 | 23 | ||||||
Other expense |
(11 | ) | (14 | ) | ||||
Net income |
7,155 | $ | 11,001 | |||||
EBITDA |
$ | 12,142 | $ | 21,322 | ||||
Operating Surplus |
$ | 5,909 | $ | 13,065 | ||||
2
Three month period ended June 30, 2008
For three month period ended June 30, 2008, Navios Partners’ time charter revenue amounted to $17.9
million whereas time charter expenses for the same period were $3.2 million. Other expenses,
including management fees and general and administrative expenses, amounted to $2.6 million.
EBITDA for the three month period ended June 30, 2008 was $12.1 million (please see Reconciliation
of Non-GAAP Financial Measures on Exhibit 3).
The increase in the reserve for estimated maintenance and replacement capital expenditures for the
three month period ended June 30, 2008 was $2.3 million. Maintenance and replacement capital
expenditures represent expenditures required to maintain, over the long term the operating capacity
of Navios Partners’ capital assets.
Navios Partners generated an operating surplus for the period of $5.9 million. Operating surplus
is a non-GAAP financial measure used by certain investors to measure the financial performance of
Navios Partners and other master limited partnerships (please see Reconciliation of Non-GAAP
Financial Measures on Exhibit 3).
Depreciation and amortization expense for the period (including amortization of drydocking and
special survey costs presented under direct vessel expenses) was $2.7 million and interest expense
and finance cost related to $200.0 million of borrowings under Navios Partners’ facility agreement
was $2.3 million.
Net income for three month period ended June 30, 2008 was $7.2 million.
Six month period ended June 30, 2008
For six month period ended June 30, 2008, Navios Partners’ time charter revenue amounted to $32.3
million whereas time charter expenses for the same period were $6.0 million. Other expenses
including management fees and general and administrative expenses amounted to $4.9 million.
EBITDA for the six month period ended June 30, 2008 was $21.3 million (please see Reconciliation of
Non-GAAP Financial Measures on Exhibit 3).
The increase in the reserve for estimated maintenance and replacement capital expenditures for the
six month period ended June 30, 2008 was $4.4 million. Maintenance and replacement capital
expenditures represent expenditures required to maintain, over the long term the operating capacity
of Navios Partners’ capital assets.
Navios Partners generated an operating surplus for the period of $13.1 million. Operating surplus
is a non-GAAP financial measure used by certain investors to measure the financial performance of
Navios Partners and other master limited partnerships (please see Reconciliation of Non-GAAP
Financial Measures on Exhibit 3).
Depreciation and amortization expense for the period (including amortization of drydocking and
special survey costs presented under direct vessel expenses) was $5.6 million and interest expense
and finance cost related to $200.0 million of borrowings under Navios Partners’ facility agreement
was $4.8 million.
Net income for six month period ended June 30, 2008 was $11.0 million.
3
Fleet Employment Profile
The following table reflects certain key indicators indicative of the performance of Navios
Partners and its core fleet performance for the three and six month periods ended June 30, 2008.
| Three Month Period ended | Six Month Period ended | |||||||
| June 30, 2008 | June 30, 2008 | |||||||
| (Unaudited) | (Unaudited) | |||||||
Available Days (1) |
728 | 1,363 | ||||||
Operating Days (2) |
722 | 1,356 | ||||||
Fleet Utilization (3) |
99.2 | % | 99.6 | % | ||||
Time Charter Equivalent (per day) |
$ | 24,641 | $ | 23,674 | ||||
| (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 major 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. |
Conference Call Details:
As announced earlier today, Navios Partners’ management will host a conference call to discuss the
results tomorrow, Wednesday, July 30, 2008, at 8:30 am EDT. Participants should dial into the call
10 minutes before the scheduled time using the following numbers:
US Toll Free Dial In: +1866 819 7111
UK Toll Free Dial In: +0800 953 0329
International Dial In: +44 (0) 1452 542 301
Please quote “NAVIOS MLP”.
UK Toll Free Dial In: +0800 953 0329
International Dial In: +44 (0) 1452 542 301
Please quote “NAVIOS MLP”.
In case of any problems with the above numbers, please dial:
US Toll Free Dial In: +1866 223 0615
UK Toll Free Dial In: +0800 694 1503
International Dial In: +44 (0) 1452 586 513
Please quote “NAVIOS MLP”.
US Toll Free Dial In: +1866 223 0615
UK Toll Free Dial In: +0800 694 1503
International Dial In: +44 (0) 1452 586 513
Please quote “NAVIOS MLP”.
A telephonic replay of the conference call will be available until August 6, 2008 by dialing the
following numbers:
US Toll Free Dial In: +1866 247 4222
UK Toll Free Dial In: +0800 953 1533
International Dial In: +44 1452 550 000
Access Code: 33433537#
UK Toll Free Dial In: +0800 953 1533
International Dial In: +44 1452 550 000
Access Code: 33433537#
4
Slides and Audio Webcast:
There will also be a live, and then archived 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.
ABOUT NAVIOS MARITIME PARTNERS L.P.
Navios Maritime Partners L.P. (NYSE: NMM), a publicly traded master limited partnership formed by
Navios Maritime Holdings Inc (NYSE: NM) is an owner and operator of Capesize and Panamax 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 “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
Public & Investor Relations Contact:
Navios Maritime Partners L.P.
Nicolas Bornozis
Capital Link, Inc.
Tel. (212) 661-7566
E-mail: naviospartners@capitallink.com
Navios Maritime Partners L.P.
Nicolas Bornozis
Capital Link, Inc.
Tel. (212) 661-7566
E-mail: naviospartners@capitallink.com
5
Exhibit 2 displays the “core fleet” employment profile of Navios Partners.
6
EXHIBIT 1
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of US Dollars)
| December 31, | ||||||||
| 2007 | June 30, 2008 | |||||||
| (unaudited) | ||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 10,095 | $ | 14,782 | ||||
Restricted cash |
797 | 646 | ||||||
Accounts receivable, net |
381 | 736 | ||||||
Prepaid expenses and other current assets |
39 | 96 | ||||||
Total current assets |
11,312 | 16,260 | ||||||
Vessels, net |
135,976 | 218,911 | ||||||
Other long term assets |
— | 46 | ||||||
Deferred financing costs, net |
1,811 | 1,710 | ||||||
Deferred dry dock and special survey costs, net |
1,171 | 882 | ||||||
Favorable lease terms |
54,784 | — | ||||||
Total non-current assets |
193,742 | 221,549 | ||||||
Total assets |
$ | 205,054 | $ | 237,809 | ||||
LIABILITIES AND PARTNERS’ CAPITAL |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 570 | $ | 1,031 | ||||
Accrued expenses |
1,431 | 1,308 | ||||||
Deferred voyage revenue |
153 | 930 | ||||||
Amounts due to related parties |
4,458 | 804 | ||||||
Total current liabilities |
6,612 | 4,073 | ||||||
Long term debt |
165,000 | 200,000 | ||||||
Unfavorable lease terms |
6,656 | 5,657 | ||||||
Total non-current liabilities |
171,656 | 205,657 | ||||||
Total liabilities |
178,268 | 209,730 | ||||||
Commitments and contingencies |
— | — | ||||||
Partners’ Capital: |
||||||||
Common Unitholders (10,500,000 units
issued and outstanding at December 31,
2007 and June 30, 2008) |
194,265 | 196,490 | ||||||
Subordinated Unitholders (7,621,843 units
issued and outstanding at December 31,
2007 and June 30, 2008) |
(159,759 | ) | (160,717 | ) | ||||
General Partner (369,834 units issued and
outstanding at December 31, 2007 and June
30, 2008) |
(7,720 | ) | (7,694 | ) | ||||
Total partners’ capital |
26,786 | 28,079 | ||||||
Total liabilities and partners’ capital |
$ | 205,054 | $ | 237,809 | ||||
7
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of US Dollars except unit and per unit amounts)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of US Dollars except unit and per unit amounts)
| Three Month Period Ended | Six Month Period Ended | |||||||||||||||
| June 30, 2007 | June 30, 2008 | June 30, 2007 | June 30, 2008 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
Time charter and voyage revenue |
$ | 11,641 | $ | 17,939 | 22,157 | $ | 32,259 | |||||||||
Time charter and voyage expenses |
(1,695 | ) | (3,183 | ) | (2,698 | ) | (6,004 | ) | ||||||||
Direct vessel expenses |
(1,491 | ) | (145 | ) | (3,055 | ) | (289 | ) | ||||||||
Management fees |
— | (2,119 | ) | — | (3,939 | ) | ||||||||||
General and administrative expenses |
(277 | ) | (507 | ) | (521 | ) | (1,003 | ) | ||||||||
Depreciation and amortization |
(2,253 | ) | (2,547 | ) | (4,244 | ) | (5,311 | ) | ||||||||
Interest expense and finance cost, net |
(1,216 | ) | (2,339 | ) | (2,497 | ) | (4,812 | ) | ||||||||
Interest income |
— | 43 | — | 91 | ||||||||||||
Other income |
— | 24 | 27 | 23 | ||||||||||||
Other expense |
(18 | ) | (11 | ) | (46 | ) | (14 | ) | ||||||||
Income before income taxes |
4,691 | 7,155 | 9,123 | 11,001 | ||||||||||||
Deferred income tax |
262 | — | 486 | — | ||||||||||||
Net income |
$ | 4,953 | $ | 7,155 | 9,609 | $ | 11,001 | |||||||||
Earnings per unit:
| Three Month Period Ended | Six Month Period Ended | |||||||||||||||
| June 30, 2007 | June 30, 2008 | June 30, 2007 | June 30, 2008 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
Net income |
$ | 4,953 | $ | 7,155 | $ | 9,609 | $ | 11,001 | ||||||||
Earnings per unit: |
||||||||||||||||
Common unit (basic and diluted) |
— | $ | 0.39 | — | $ | 0.74 | ||||||||||
Subordinated unit (basic and diluted) |
$ | 0.64 | $ | 0.39 | $ | 1.24 | $ | 0.40 | ||||||||
General partner unit (basic and diluted) |
$ | 0.27 | $ | 0.39 | $ | 0.52 | $ | 0.60 | ||||||||
8
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of US Dollars)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of US Dollars)
| Six Month | Six Month | |||||||
| period Ended | period Ended | |||||||
| June 30, 2007 | June 30, 2008 | |||||||
| (unaudited) | (unaudited) | |||||||
OPERATING ACTIVITIES |
||||||||
Net income |
$ | 9,609 | $ | 11,001 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation and amortization |
4,244 | 5,311 | ||||||
Amortization and write-off of deferred financing cost |
74 | 101 | ||||||
Amortization of deferred dry dock costs |
289 | 289 | ||||||
Deferred taxation |
(486 | ) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Decrease in restricted cash |
— | 151 | ||||||
Increase in accounts receivable |
(420 | ) | (356 | ) | ||||
Increase in prepaid expenses and other current assets |
(689 | ) | (57 | ) | ||||
Increase in accounts payable |
702 | 461 | ||||||
Increase/(decrease) in accrued expenses |
1,172 | (123 | ) | |||||
Increase in deferred voyage revenue |
815 | 777 | ||||||
Decrease in amounts due to related parties |
(13,009 | ) | (3,654 | ) | ||||
Payments for dry dock and special survey costs |
(857 | ) | — | |||||
Net cash provided by operating activities |
1,444 | 13,901 | ||||||
INVESTING ACTIVITIES: |
||||||||
Acquisition of vessels |
— | (34,460 | ) | |||||
Increase in long term assets |
— | (46 | ) | |||||
Net cash used in investing activities |
— | (34,506 | ) | |||||
FINANCING ACTIVITIES: |
||||||||
Cash distribution paid |
— | (9,708 | ) | |||||
Proceeds from long term loan |
— | 35,000 | ||||||
Repayment of long term debt and payment of principal |
(764 | ) | — | |||||
Debt issuance costs |
(680 | ) | — | |||||
Net cash provided by (used in) financing activities |
(1,444 | ) | 25,292 | |||||
Increase in cash and cash equivalents |
— | 4,687 | ||||||
Cash and cash equivalents, beginning of period |
— | 10,095 | ||||||
Cash and cash equivalents, end of period |
$ | — | $ | 14,782 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
||||||||
Cash paid for interest |
$ | 1,656 | $ | 4,783 | ||||
Non-cash investing and financing activities: |
||||||||
Contributions by Navios Holdings in the form of fair
value adjustments related to charter-in contract
(Navios Fantastiks in 2007) |
$ | 33,703 | $ | — | ||||
9
EXHIBIT 2
| Original Charter | Original Charter | |||||||||||||||||
| Expiration Date/ New | Out Rate/ New | |||||||||||||||||
| Capacity | Charter Expiration | Charter Out Rate | ||||||||||||||||
| Owned Vessels | Type | Built | (DWT) | Date | per day | |||||||||||||
Navios Gemini S |
Panamax | 1994 | 68,636 | February 2009 | $ | 19,523 | ||||||||||||
| February 2014 | 24,225 | |||||||||||||||||
Navios Libra II |
Panamax | 1995 | 70,136 | December 2010 | 23,513 | |||||||||||||
Navios Felicity |
Panamax | 1997 | 73,867 | April 2013 | 26,169 | |||||||||||||
Navios Galaxy I |
Panamax | 2001 | 74,195 | February 2018 | 21,937 | |||||||||||||
Navios Alegria |
Panamax | 2004 | 76,466 | December 2010 | 23,750 | |||||||||||||
Navios Fantastiks |
Capesize | 2005 | 180,265 | March 2011 | 32,279 | |||||||||||||
| March 2014 | 36,290 | |||||||||||||||||
Navios Aurora I (2) |
Panamax | 2005 | 75,397 | August 2008 | 24,063 | |||||||||||||
| August 2013 | 33,863 | |||||||||||||||||
| Owned Vessels to be delivered (1) | ||||||||||||||||||
| Expected delivery | ||||||||||||||||||
Navios TBN I |
Capesize | June 2009 | 180,000 | June 2014 | 47,400 | |||||||||||||
| Long term Chartered-in Vessels | ||||||||||||||||||
Navios Prosperity |
Panamax | 2007 | 82,535 | July 2012 | 24,000 | |||||||||||||
Navios Aldebaran |
Panamax | 2008 | 76,500 | March 2013 | 28,391 | |||||||||||||
| (1) | Navios Partners has the option to acquire the capital stock of the subsidiary that will own Capesize vessel TBN II. | |
| (2) | Navios Aurora I was acquired from Navios Holdings on July 1, 2008. |
10
EXHIBIT 3
Disclosure of Non-GAAP Financial Measures
1. EBITDA
EBITDA: EBITDA represents net income before interest, taxes, depreciation and amortization.
Navios Partners uses EBITDA because Navios Partners believes that EBITDA is a basis upon which
liquidity can be assessed and because EBITDA presents useful information to investors regarding
Navios Partners’ ability to service and/or incur indebtedness. Navios Partners also uses EBITDA:
(i) in its credit agreement to measure compliance with covenants such as interest coverage and debt
incurrence; (ii) by prospective and current lessors as well as potential lenders to evaluate
potential transactions; and (iii) to evaluate and price potential acquisition candidates.
EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a
substitute for analysis of Navios Partners’ results as reported under US GAAP. Some of these
limitations are: (i) EBITDA does not reflect changes in, or cash requirements for, working capital
needs; and (ii) although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized may have to be replaced in the future, and EBITDA does not reflect any
cash requirements for such capital expenditures. Because of these limitations, EBITDA should not be
considered as a principal indicator of Navios Partners’ performance.
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. Expansion capital expenditures are those capital expenditures that increase 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 our 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 as an alternative to net income or any other indicator of Navios Partners’
performance required by accounting principles generally accepted in the United States.
11
4. Reconciliation of Non-GAAP Financial Measures
| Three Month Period | Six Month Period | |||||||
| Ended June 30, 2008 | Ended June 30, 2008 | |||||||
Net Cash from Operating Activities |
$ | 10,397 | $ | 13,901 | ||||
Net increase in operating assets |
(2,231 | ) | 262 | |||||
Net decrease in operating liabilities |
1,732 | 2,539 | ||||||
Net interest cost |
2,296 | 4,721 | ||||||
Deferred finance charges |
(52 | ) | (101 | ) | ||||
EBITDA |
12,142 | 21,322 | ||||||
Cash interest income |
43 | 91 | ||||||
Cash interest paid |
(4,783 | ) | (4,783 | ) | ||||
Expansion capital expenditures |
(34,155 | ) | (34,155 | ) | ||||
Borrowings to fund expansion capital
expenditures |
35,000 | 35,000 | ||||||
Maintenance and replacement capital
expenditures |
(2,338 | ) | (4,410 | ) | ||||
Operating surplus |
5,909 | 13,065 | ||||||
Cash distribution paid |
(6,472 | ) | ||||||
Recommended reserves accumulated as
of January 1, 2008 |
18 | 18 | ||||||
Reserves accumulated during the
first quarter of 2008 distributed in
the second quarter of 2008 |
684 | — | ||||||
Recommended reserves held as of June
30, 2008 |
(117 | ) | (117 | ) | ||||
Available cash for distribution |
$ | 6,494 | $ | 6,494 | ||||
12