6-K
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, 2009
Commission File No. 001-33811
NAVIOS MARITIME PARTNERS L.P.
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F:
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):
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):
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.
TABLE OF CONTENTS
Financial Results for the Fourth Quarter and Year Ended December 31, 2008.
On January 29, 2009, Navios Maritime Partners L.P. issued a press release announcing its financial results for the
fourth quarter and year ended December 31, 2008. A copy of the press release is furnished as Exhibit 99.1 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.
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NAVIOS MARITIME PARTNERS L.P.
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By: |
/s/ Angeliki Frangou |
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Angeliki Frangou |
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Chief Executive Officer |
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Dated: January 29, 2009 |
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EXHIBIT INDEX
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Exhibit No. |
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Exhibit |
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99.1 |
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Press Release dated January 29, 2009 |
EX-99.1
Exhibit 99.1
Navios Maritime Partners L.P.
Reports Financial Results for the Fourth Quarter and Year ended December 31, 2008
and
Increases Cash Distribution by 4% to $0.40 per unit for the Fourth Quarter of 2008
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Revenue of $21.6 million and $75.1 million for the three month period and
the year ended December 31, 2008 |
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Operating Surplus of $9.4 million and $32.1 million for the three month
period and the year ended December 31, 2008 |
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Distribution of $0.40 per unit for the three month period ended December 31, 2008 |
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$30.5 million accelerated lump sum charter payment receivable in Q1 2009 |
PIRAEUS, GREECE, January 29, 2009 Navios Maritime Partners L.P. (Navios Partners or Company)
(NYSE: NMM), an owner and operator of Capesize and Panamax vessels, reported its financial
results for the three month period and the year ended December 31, 2008.
Ms. Angeliki Frangou, Chairman and Chief Executive Officer of Navios Partners, stated: The results
of the fourth quarter of 2008 were in line with our expectations, and we have declared a $0.40 per
unit cash distribution for the fourth quarter of 2008. This distribution represents a 4% increase
over the prior quarter. We are comfortable with this dividend policy in the current environment as
Navios Partners is well positioned given the long-term employment of its fleet, averaging 4.4
years, the quality of its charter parties and the AA+ EU governmental agency insurance on all its
charter-out contracts.
Ms. Frangou continued There is some data that allows measured optimism for our industry. It
appears that urbanization and the associated demand for dry bulk cargo continues. The BDI has
progressed well off its December lows and various governmental stimulus packages are targeted
towards infrastructure development.
Recent Developments
Navios Aurora Employment Terms:
Navios Partners will receive approximately $30.5 million lump sum charter payment for Navios Aurora
I in the first quarter of 2009. This charter payment represents an acceleration of a significant
portion of the $56.2 million nominal charter amount. Navios Partners will receive the entire amount
of the original charter through the lump sum payment and the new charter payments for the remainder
of the term of the original charter (ending in 2013). The acceleration of the charter payment
provides Navios Partners with a present value benefit of approximately $3.7 million.
Revolving Facility Amendment:
Navios Partners has agreed to amend the terms of its existing credit facility. The company will
prepay $40.0 million of its credit revolving facility in the first quarter of 2009. This would
result in interest expense savings for 2009 of approximately $1.5 million and a reduction in the
Companys leverage. The interest rate on the remaining facility of $195.0 million would have a
spread of 225 bps.
The amendment will be effective until January 15, 2010 and will be applied for year end 2008
compliance
purposes. No further principal payments would be required to be made until the first quarter of
2012.
1
Shelf Registration Filing:
The Company has filed a shelf registration statement on January 29, 2009 under which it may sell
any combination of securities (debt or equity) for up to a total of $500.0 million
Cash Distributions
The Board of Directors of Navios Partners declared a cash distribution for the fourth quarter of
2008 of $0.40 per unit. This distribution is payable on February 12, 2009 to all holders of record
as of February 9, 2009.
Long Term and Insured Cash Flow
Navios Partners has entered into long-term time charters-out for all ten vessels with a remaining
average term of 4.4 years, providing a stable base of revenue and distributable cash flow. The
Company has currently contracted out 100% of available days for 2009 and 2010 generating revenues
of $117.6 million and $98.0 million respectively. The average contractual daily charter-out rate
for the fleet is $33,914 (rate is adjusted to include the $30.5 million lump sum to be received in
Q1 2009) and $26,840 for 2009 and 2010, respectively. The average daily charter-in rate for the
active long term charter-in vessels for 2009 is $13,513.
Navios Partners charter-out contracts have been fully insured by a AA+ rated European Union
governmental agency.
Operating Expense Visibility
Navios Partners has entered into a five-year management agreement expiring in November 2012, with a
subsidiary of Navios Holdings. Vessel operating expense rates are fixed until November 16, 2009 at
(i) $4,000 per day for each owned Panamax vessel and (ii) $5,000 for each owned Capesize vessel.
FINANCIAL HIGHLIGHTS
The following table presents consolidated revenue and expense information for the quarter and the
year ended December 31, 2008. We do not present comparative information for periods prior to the
closing of our initial public offering on November 16, 2007 because we only operated for 46 days in
2007 and we believe that periods prior to November 16, 2007 are not necessarily comparable given
the change in the nature and focus of the business. For example, it is the policy of Navios
Partners not to trade FFAs, whereas certain prior periods contain such transactions. In addition,
certain agreements such as the management agreement were first effective as of November 16, 2007.
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(unaudited) |
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(unaudited) |
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Three Month Period |
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Year ended |
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ended December 31, |
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December 31, |
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2008 |
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2008 |
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($ 000) |
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($ 000) |
|
Time charter and voyage revenue |
|
$ |
21,551 |
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$ |
75,082 |
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Time charter and voyage expenses |
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(2,797 |
) |
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(11,598 |
) |
Direct vessel expenses |
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|
(145 |
) |
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(578 |
) |
Management fees |
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|
(2,668 |
) |
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|
(9,275 |
) |
General and administrative expenses |
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|
(1,578 |
) |
|
|
(3,798 |
) |
Depreciation and amortization |
|
|
(3,277 |
) |
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|
(11,865 |
) |
Interest expense and finance cost, net |
|
|
(2,117 |
) |
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|
(9,216 |
) |
Interest income |
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|
135 |
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|
|
301 |
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Other income |
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23 |
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Other expense |
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(295 |
) |
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(318 |
) |
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Net income |
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$ |
8,809 |
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$ |
28,758 |
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EBITDA |
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$ |
14,213 |
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$ |
50,116 |
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Operating surplus |
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$ |
9,420 |
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$ |
32,099 |
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2
Three month period ended December 31, 2008
For three month period ended December 31, 2008, Navios Partners time charter revenue amounted to
$21.6 million whereas time charter expenses for the same period were $2.8 million. Other expenses,
including management fees and general and administrative expenses amounted to $4.2 million.
EBITDA for the three month period ended December 31, 2008 was $14.2 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 December 31, 2008 was $2.7 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 $9.4 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 $3.4 million and interest expense
and finance cost related to $235.0 million of borrowings under Navios Partners facility agreement
was $2.1 million.
Net income for three month period ended December 31, 2008 was $8.8 million.
Year ended December 31, 2008
For the year ended December 31, 2008, Navios Partners time charter revenue amounted to $75.1
million whereas time charter expenses for the year were $11.6 million. Other expenses including
management fees and general and administrative expenses amounted to $13.1 million.
EBITDA for the year ended December 31, 2008 was $50.1 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
year ended December 31, 2008 was $9.9 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 $32.1 million. Operating surplus
is a non-
3
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 $12.4 million and interest expense
and finance cost related to $235.0 million of borrowings under Navios Partners facility agreement
was $9.2 million.
Net income for the year ended December 31, 2008 was $28.8 million.
Fleet Employment Profile
The following table reflects certain key indicators indicative of the performance of Navios
Partners and its core fleet performance for the quarter and the year ended December 31, 2008.
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Three Month |
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Year ended |
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Period ended |
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December 31, |
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December 31, 2008 |
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2008 |
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(Unaudited) |
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(Unaudited) |
Available Days (1) |
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828 |
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3,019 |
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Operating Days (2) |
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817 |
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2,991 |
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Fleet Utilization (3) |
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98.7 |
% |
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99.1 |
% |
Time Charter Equivalent (per day) |
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$ |
26,027 |
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$ |
24,873 |
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(1) |
|
Available days for fleet are 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 vessels should be capable of generating
revenues. |
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(2) |
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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. |
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(3) |
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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 a companys efficiency in finding suitable
employment for its vessels. |
Conference Call Details:
As previously announced, Navios Partners management will host a conference call to discuss the
results today, Thursday, January 29, 2009, at 8:30 am EST. 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.
A telephonic replay of the conference call will be available until February 5, 2009 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#
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.
A supplemental slide presentation will be available on the Navios Maritime Partners L.P. website at
www.navios-mlp.com under the Investors section at 7:45 am EST.
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
Exhibit 2 displays the core fleet employment profile of Navios Partners.
5
EXHIBIT 1
NAVIOS MARITIME PARTNERS L.P.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of US Dollars)
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|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2008 |
|
|
|
|
|
|
|
(unaudited) |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
10,095 |
|
|
$ |
28,374 |
|
Restricted cash |
|
|
797 |
|
|
|
|
|
Accounts receivable, net |
|
|
381 |
|
|
|
313 |
|
Prepaid expenses and other current assets |
|
|
39 |
|
|
|
371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
11,312 |
|
|
|
29,058 |
|
|
|
|
|
|
|
|
Vessels, net |
|
|
135,976 |
|
|
|
291,340 |
|
Deferred financing costs, net |
|
|
1,811 |
|
|
|
1,915 |
|
Deferred dry dock and special survey costs, net |
|
|
1,171 |
|
|
|
594 |
|
Favorable lease terms |
|
|
54,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
193,742 |
|
|
|
293,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
205,054 |
|
|
$ |
322,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS CAPITAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
570 |
|
|
$ |
594 |
|
Accrued expenses |
|
|
1,431 |
|
|
|
1,662 |
|
Deferred voyage revenue |
|
|
153 |
|
|
|
2,606 |
|
Amounts due to related parties |
|
|
4,458 |
|
|
|
1,539 |
|
Current portion of long term debt |
|
|
|
|
|
|
40,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
6,612 |
|
|
|
46,401 |
|
|
|
|
|
|
|
|
Long term debt |
|
|
165,000 |
|
|
|
195,000 |
|
Unfavorable lease terms |
|
|
6,656 |
|
|
|
4,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
171,656 |
|
|
|
199,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
178,268 |
|
|
|
246,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Unitholders (10,500,000 and
13,631,415 units issued and outstanding at
December 31, 2007 and December 31, 2008,
respectively) |
|
|
194,265 |
|
|
|
243,639 |
|
Subordinated Unitholders (7,621,843 units
issued and outstanding at December 31,
2007 and December 31, 2008, respectively) |
|
|
(159,759 |
) |
|
|
(160,092 |
) |
General Partner (369,834 and 433,740 units
issued and outstanding at December 31,
2007 and December 31, 2008, respectively) |
|
|
(7,720 |
) |
|
|
(6,700 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Partners capital |
|
|
26,786 |
|
|
|
76,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and partners capital |
|
$ |
205,054 |
|
|
$ |
322,907 |
|
|
|
|
|
|
|
|
6
NAVIOS MARITIME PARTNERS L.P.
CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of US Dollars except unit and per unit amounts)
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Year Ended |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
|
|
|
|
|
(unaudited) |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
Time charter and voyage revenue |
|
$ |
14,078 |
|
|
$ |
21,551 |
|
|
$ |
50,352 |
|
|
$ |
75,082 |
|
Time charter and voyage expenses |
|
|
(2,809 |
) |
|
|
(2,797 |
) |
|
|
(8,352 |
) |
|
|
(11,598 |
) |
Direct vessel expenses |
|
|
(968 |
) |
|
|
(145 |
) |
|
|
(5,608 |
) |
|
|
(578 |
) |
Management fees |
|
|
(920 |
) |
|
|
(2,668 |
) |
|
|
(920 |
) |
|
|
(9,275 |
) |
General and administrative expenses |
|
|
(530 |
) |
|
|
(1,578 |
) |
|
|
(1,419 |
) |
|
|
(3,798 |
) |
Depreciation and amortization |
|
|
(2,765 |
) |
|
|
(3,277 |
) |
|
|
(9,375 |
) |
|
|
(11,865 |
) |
Interest expense and finance cost, net |
|
|
(1,823 |
) |
|
|
(2,117 |
) |
|
|
(5,522 |
) |
|
|
(9,216 |
) |
Interest income |
|
|
|
|
|
|
135 |
|
|
|
|
|
|
|
301 |
|
Other income |
|
|
30 |
|
|
|
|
|
|
|
93 |
|
|
|
23 |
|
Other expense |
|
|
(259 |
) |
|
|
(295 |
) |
|
|
(226 |
) |
|
|
(318 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
4,034 |
|
|
$ |
8,809 |
|
|
|
19,023 |
|
|
|
28,758 |
|
Deferred income tax |
|
|
|
|
|
|
|
|
|
|
485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/ (loss) |
|
$ |
4,034 |
|
|
$ |
8,809 |
|
|
$ |
19,508 |
|
|
$ |
28,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Year Ended |
|
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
(unaudited) |
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31 |
|
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
4,034 |
|
|
|
8,809 |
|
|
|
19,508 |
|
|
|
28,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consisting of net income attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periods from November 16, 2007 to December 31,
2008 |
|
|
1,613 |
|
|
|
8,809 |
|
|
|
1,613 |
|
|
|
28,758 |
|
Periods from January 1, 2007 to November 15,
2007 |
|
|
|
|
|
|
|
|
|
|
17,895 |
|
|
|
|
|
Periods from October 1, 2007 to November 15,
2007 |
|
|
2,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit (periods from November 16,
2007 to December 31, 2008)
Common unit (basic and diluted) |
|
$ |
0.15 |
|
|
$ |
0.41 |
|
|
$ |
0.15 |
|
|
$ |
1.56 |
|
Subordinated unit (basic and diluted) |
|
$ |
|
|
|
$ |
0.41 |
|
|
$ |
|
|
|
$ |
1.22 |
|
General partner unit (basic and diluted) |
|
$ |
0.09 |
|
|
$ |
0.43 |
|
|
$ |
0.09 |
|
|
$ |
1.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit (periods from January 1, 2006
to November 15, 2007)
Common unit (basic and diluted) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated unit (basic and diluted) |
|
|
|
|
|
|
|
|
|
$ |
2.30 |
|
|
|
|
|
General partner unit (basic and diluted) |
|
|
|
|
|
|
|
|
|
$ |
0.97 |
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Year Ended |
|
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
(unaudited) |
|
|
December 31, |
|
December 31, |
|
December 31, |
|
December 31, |
|
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit (periods from October 1, 2007
to November 15, 2007) |
Common unit (basic and diluted) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated unit (basic and diluted) |
|
$ |
0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
General partner unit (basic and diluted) |
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit (periods from October 1, 2007
to December 31, 2007)
|
Common unit (basic and diluted) |
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated unit (basic and diluted) |
|
$ |
0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
General partner unit (basic and diluted) |
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit (periods from January 1, 2007
to December 31, 2008) |
Common unit (basic and diluted) |
|
|
|
|
|
|
|
|
|
$ |
0.15 |
|
|
$ |
1.56 |
|
Subordinated unit (basic and diluted) |
|
|
|
|
|
|
|
|
|
$ |
2.30 |
|
|
$ |
1.22 |
|
General partner unit (basic and diluted) |
|
|
|
|
|
|
|
|
|
$ |
1.06 |
|
|
$ |
1.53 |
|
8
NAVIOS MARITIME PARTNERS L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of US Dollars)
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
Year Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2008 |
|
|
|
|
|
|
|
(unaudited) |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net income |
|
$ |
19,508 |
|
|
$ |
28,758 |
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
9,375 |
|
|
|
11,865 |
|
Amortization and write-off of deferred financing cost |
|
|
160 |
|
|
|
221 |
|
Amortization of deferred dry dock costs |
|
|
608 |
|
|
|
578 |
|
Deferred taxation |
|
|
(485 |
) |
|
|
|
|
Provision for losses on accounts receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase) decrease in restricted cash |
|
|
(797 |
) |
|
|
797 |
|
(Increase) decrease in accounts receivable |
|
|
(249 |
) |
|
|
68 |
|
Decrease (increase) in prepaid expenses and other current assets |
|
|
986 |
|
|
|
(332 |
) |
Decrease (increase) in accounts payable |
|
|
(155 |
) |
|
|
24 |
|
Increase in accrued expenses |
|
|
870 |
|
|
|
231 |
|
(Decrease) increase in deferred voyage revenue |
|
|
(725 |
) |
|
|
2,453 |
|
Decrease in amounts due to related parties |
|
|
(17,731 |
) |
|
|
(2,919 |
) |
Payments for dry dock and special survey costs |
|
|
(849 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
10,516 |
|
|
|
41,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Acquisition of vessels |
|
|
|
|
|
|
(69,505 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
|
|
|
|
(69,505 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Cash distribution paid |
|
|
|
|
|
|
(24,552 |
) |
Proceeds from long term loan |
|
|
165,000 |
|
|
|
70,000 |
|
Repayment of long term debt and payment of principal |
|
|
(2,291 |
) |
|
|
|
|
Proceeds from issuance of common units, net of offering costs |
|
|
192,684 |
|
|
|
|
|
Proceeds from issuance of general partners units |
|
|
|
|
|
|
918 |
|
Cash contribution to Navios Holdings |
|
|
(353,300 |
) |
|
|
|
|
Debt issuance costs |
|
|
(2,514 |
) |
|
|
(326 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(421 |
) |
|
|
46,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
10,095 |
|
|
|
18,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of year/period |
|
|
|
|
|
|
10,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year/period |
|
$ |
10,095 |
|
|
$ |
28,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
3,996 |
|
|
$ |
9,022 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Contributions by Navios Holdings in the form of fair value
adjustments related to charter-in contract of Fantastiks |
|
$ |
50,579 |
|
|
|
|
|
Contributions from owner (net liability of business retained by
owner) |
|
$ |
46,413 |
|
|
|
|
|
Issuance of common units to Navios Holdings related to the
acquisition of Navios Aurora I in July 2008 |
|
|
|
|
|
$ |
44,937 |
|
Unamortized portion of favorable lease terms and purchase
option capitalized to fixed assets related to the acquisition
of Navios Fantastiks |
|
|
|
|
|
$ |
53,022 |
|
9
EXHIBIT 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Original Charter |
|
Original Charter |
|
|
|
|
|
|
|
|
|
|
|
|
Expiration Date/ |
|
Out Rate/ New |
|
|
|
|
|
|
|
|
|
|
|
|
New Charter |
|
Charter Out Rate |
Owned Vessels |
|
Type |
|
Built |
|
Capacity (DWT) |
|
Expiration 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
February 2014
|
|
|
36,290 |
|
Navios Aurora I
|
|
Panamax
|
|
|
2005 |
|
|
|
75,397 |
|
|
February 2009
|
|
|
33,863 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
April 2009
|
|
|
3,000 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
April 2010
|
|
|
11,000 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
September 2013
|
|
|
17,000 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned Vessels to be delivered (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Navios TBN I
|
|
Capesize
|
|
Expected delivery
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 will receive a lump sum payment of approximately $30.5 million in the first
quarter of 2009. |
|
(2) |
|
Navios Partners has the option to acquire the capital stock of the subsidiary that will
own TBN II. |
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 and
expansion 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 partnerships 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 partnerships 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 Ended |
|
Year Ended December 31, |
|
|
December 31, 2008 |
|
2008 |
Net Cash from Operating Activities |
|
$ |
11,473 |
|
|
$ |
41,744 |
|
Net increase (decrease) in operating
assets |
|
|
315 |
|
|
|
(533 |
) |
Net decrease in operating liabilities |
|
|
503 |
|
|
|
211 |
|
Net interest cost |
|
|
1,982 |
|
|
|
8,915 |
|
Deferred finance charges |
|
|
(60 |
) |
|
|
(221 |
) |
|
|
|
EBITDA |
|
|
14,213 |
|
|
|
50,116 |
|
Cash interest income |
|
|
115 |
|
|
|
281 |
|
Cash interest paid |
|
|
(2,166 |
) |
|
|
(9,022 |
) |
Expansion capital expenditures |
|
|
|
|
|
|
(69,155 |
) |
Borrowings to fund expansion capital
expenditures |
|
|
|
|
|
|
69,773 |
|
Maintenance and replacement capital
expenditures |
|
|
(2,742 |
) |
|
|
(9,894 |
) |
|
|
|
Operating surplus |
|
|
9,420 |
|
|
|
32,099 |
|
Cash distribution paid relating to
the first nine months of 2008 |
|
|
|
|
|
|
(21,315 |
) |
Recommended reserves accumulated as
of January 1, 2008 |
|
|
18 |
|
|
|
18 |
|
Reserves accumulated during the
first nine months of 2008 to be
distributed in the fourth quarter of
2008 |
|
|
1,364 |
|
|
|
|
|
Recommended reserves held as of
December 31, 2008 |
|
|
(2,127 |
) |
|
|
(2,127 |
) |
|
|
|
Available cash for distribution |
|
$ |
8,675 |
|
|
$ |
8,675 |
|
|
|
|
12