e6vk
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:
April 26, 2010
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:
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
On
April 26, 2010,
Navios Maritime Partners L.P.
(Navios) issued a press release announcing its cash
distribution of $0.415 per unit for the quarter ended March 31,
2010, representing a 1.2% increase over the prior quarters
distribution.
The cash distribution will be payable on May 13, 2010 to unit holders
of record as of May 10, 2010.
A copy of
the press release is furnished as Exhibit 99.1 to this Report
and is incorporated herein by reference.
On
April 28, 2010,
Navios issued a press release announcing its financial
results for the first quarter ended March 31, 2010. A
copy of the press release is furnished as Exhibit 99.2 to this
Report and is incorporated herein by reference.
The information contained in this Report is hereby incorporated by reference into the Registration Statement on Form F-3,
File No. 333-157000.
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
Date: April 28, 2010 |
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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 April 26, 2010 |
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99.2
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Press Release dated April 28, 2010 |
exv99w1
NAVIOS MARITIME PARTNERS L.P.
INCREASES CASH DISTRIBUTION BY 1.2% TO $0.415 PER UNIT
PIRAEUS, GREECE April 26, 2010 Navios Maritime Partners L.P. (Navios Partners) (NYSE: NMM)
announced today that its Board of Directors has declared a cash distribution of $0.415 per unit for
the quarter ended March 31, 2010. This distribution represents a 1.2% increase over the prior
quarters distribution of $0.41 per unit and an annual distribution of $1.66 per unit. The cash
distribution will be payable on May 13, 2010 to unit holders of record as of May 10, 2010.
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 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 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
Investor Relations Contact:
Navios Maritime Partners L.P.
Investor Relations
Nicolas Bornozis
Capital Link, Inc.
Tel. (212) 661-7566
E-mail:naviospartners@capitallink.com
exv99w2
Navios Maritime Partners L.P.
Reports Financial Results for the First Quarter Ended
March 31, 2010
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1.2% increase in cash distribution to $0.415 per unit for Q1 2010 |
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67.9% increase in quarterly Operating Surplus to $17.8 million |
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44.9% increase in quarterly EBITDA to $21.3 million |
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40.0% increase in quarterly Net Income to $12.6 million |
PIRAEUS, GREECE, April 28, 2010 Navios Maritime Partners L.P. (Navios Partners) (NYSE:
NMM), an owner and operator of dry cargo vessels, reported its financial results for the first
quarter ended March 31, 2010.
Ms. Angeliki Frangou, Chairman and Chief Executive Officer of Navios Partners, stated: I am
pleased with our performance during the first quarter we engaged in a number of transactions that
created stability of Navios Partners by raising additional equity, adding vessels and reducing
leverage. With the $62.4 million we raised in the equity markets, we purchased the Navios Aurora
II, thereby increasing the average charter coverage to 4.1 years and reducing the average age of
our fleet to 6.2 years. By consistently implementing our strategy, we have been able to steadily
increase quarterly distributions by a total of 18.6% since we went public about 2.5 years ago.
Ms. Frangou continued, We believe that we are well positioned to take advantage of growth
opportunities in 2010.
RECENT DEVELOPMENTS
Increase in Cash Distributions
The Board of Directors of Navios Partners declared a cash distribution for the first quarter
of 2010 of $0.415 per unit. This represents an increase of 1.2% from $0.41 per unit declared in
the fourth quarter of 2009. The distribution is payable on May 13, 2010 to holders of record on
May 10, 2010.
Acquisition of Vessels
On March 18, 2010, Navios Partners purchased from Navios Holdings the vessel Navios Aurora II,
a 169,031 dwt Capesize vessel built in 2009, for a price of $110.0 million. Navios Aurora II has
been chartered out at a net rate of $41,325 per day until November 2019. The annual EBITDA is
expected to be approximately $12.9 million.
Following the acquisition of Navios Aurora II, Navios Partners operational fleet consists of
13 drybulk vessels comprised of two Capesize, ten Panamax and one Ultra-Handymax vessels. The
fleet has a total capacity of approximately 1.2 million dwt and an average age of approximately 6.2
years.
Credit Facility
On March 30, 2010, Navios Partners entered into an amendment to its existing credit facility
(Credit Facility) and borrowed an additional $30.0 million under a new tranche to partially
finance the acquisition of
1
Navios Aurora II. The amendment provides for, among other things, a new interest rate margin
ranging from 1.25% to 1.65% depending on the applicable loan to value ratio.
Completion of Offering of 4,025,000 Common Units raising $62.4 million gross proceeds
On February 8, 2010, Navios Partners completed its public offering of 3,500,000 common units
at $15.51 per unit and raised gross proceeds of approximately $54.3 million to fund its fleet
expansion. The net proceeds of this offering were approximately $51.8 million. On the same date,
the overallotment option was exercised resulting in the issuance of 525,000 additional common
units, raising additional gross proceeds of $8.1 million and net proceeds of approximately $7.8
million. Pursuant to this offering, Navios Partners issued 82,143 additional general partnership
units to its General Partner raising net proceeds of $1.3 million.
Long Term and Insured Cash Flow
Navios Partners has entered into long-term time charter-out agreements for all 13 vessels with
a remaining average term of 4.1 years, providing a stable base of revenue and distributable cash
flow. Navios Partners has currently contracted out 100.0% for 2010, 84.6% for 2011 and 79.7% for
2012 generating revenues of approximately $130.3 million, $118.8 million and $113.8 million,
respectively. The average contractual daily charter-out rate for the fleet is $27,980, $29,595 and
$30,001 for 2010, 2011 and 2012, respectively. The average daily charter-in rate for the active
long-term charter-in vessels for 2010 is $13,449.
Navios Partners charter-out contracts have been insured by an AA+ rated European Union
governmental agency.
FINANCIAL HIGHLIGHTS
For the following results and the selected financial data presented herein, Navios Partners
has compiled consolidated statement of operations for the three month periods ended March 31, 2010
and 2009. The quarterly 2010 and 2009 information was derived from the unaudited condensed
consolidated financial statements for the respective periods. EBITDA and Operating Surplus are
non-US GAAP financial measures and should not be used in isolation or substitution for Navios
Partners results.
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Three Month |
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Three Month |
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Period ended |
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Period ended |
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March 31, 2010 |
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March 31, 2009 |
($000) |
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(unaudited) |
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(unaudited) |
Revenues |
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$ |
29,413 |
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$ |
21,157 |
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EBITDA |
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$ |
21,341 |
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$ |
14,728 |
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Net income |
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$ |
12,585 |
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$ |
8,959 |
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Earnings per Common
unit (basic and
diluted) |
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$ |
0.39 |
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$ |
0.41 |
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Operating Surplus |
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$ |
17,808 |
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$ |
10,550 |
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Maintenance and
Replacement Capital
Expenditures
Reserve |
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$ |
3,299 |
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$ |
1,957 |
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Three month period ended March 31, 2010
Time charter and voyage revenues for the three month period ended March 31, 2010 increased by
$8.2 million, or 38.7%, to $29.4 million as compared to $21.2 million for the same period in 2009.
The increase was mainly attributable to the acquisition of the rights to the Navios Sagittarius in
June 2009 and the acquisition of the Navios Apollon on October 29, 2009, the Navios Hyperion on
January 8, 2010 and the Navios Aurora II on March 18, 2010.
2
EBITDA increased by $6.6 million to $21.3 million for the three month period ended March 31,
2010 as compared to $14.7 million for the same period of 2009. This $6.6 million increase in EBITDA
was primarily due to a $8.2 million increase in revenue as a result of the delivery of Navios
Sagittarius in June 2009, Navios Apollon in October 2009, Navios Hyperion in January 2010 and
Navios Aurora II in March 2010, into Navios Partners fleet. The above increase was mitigated by:
(a) a $1.4 million increase in management fees as a result of the increased number of vessels in
Navios Partners fleet; and (b) a $0.2 million increase in general and administrative.
The reserve for estimated maintenance and replacement capital expenditures for the three month
periods ended March 31, 2010 and 2009 was $3.3 million and $2.0 million, respectively. Expansion
capital expenditures reserve for the three month periods ended March 31, 2010 and 2009 was $175.8
million and $0, respectively (please see Reconciliation of Non-GAAP Financial Measures on Exhibit
3).
Navios Partners generated Operating Surplus for the three month period ended March 31, 2010 of
$17.8 million in comparison to $10.6 million for the three month period ended March 31, 2009.
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).
Net income for the three months ended March 31, 2010 amounted to $12.6 million compared to
$9.0 million for the three months ended March 31, 2009. The increase in net income by $3.6 million
was due to: (a) a $6.6 million increase in EBITDA; (b) a $1.2 million decrease in interest expense;
(c) a $0.1 million increase in interest income; and (d) a $0.1 million decrease in direct vessel
expenses. The overall increase of $8.0 million was partly offset by a $4.4 million increase in
depreciation and amortization expense due to the acquisition of the Navios Sagittarius, Navios
Apollon, Navios Hyperion and Navios Aurora II and the backlog assets that were recognized in
relation to these acquisitions.
Fleet Employment Profile
The following table reflects certain key indicators indicative of the performance of Navios
Partners and its core fleet performance for the three month periods ended March 31, 2010 and 2009.
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Three Month |
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Three Month |
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Period ended |
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Period ended |
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March 31, 2010 |
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March 31, 2009 |
Available Days (1) |
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1,080.5 |
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810 |
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Operating Days (2) |
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1,075 |
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809.6 |
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Fleet Utilization (3) |
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99.51 |
% |
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99.95 |
% |
Time Charter Equivalent (per day) |
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$ |
27,222 |
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$ |
26,120 |
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Vessels operating at period end |
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13 |
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9 |
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(1) |
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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. |
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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. |
3
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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 efficiency in finding employment for
vessels. |
Conference Call details:
Navios Partners management will host a conference call to discuss the results on Wednesday,
April 28, 2010, 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.
A telephonic replay of the conference call will be available until May 5, 2010 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#
Slides and audio webcast:
There will also be a live webcast of the conference call, through the NAVIOS MARITIME PARTNERS
L.P. 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 EDT on the day of the call.
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 dry cargo vessels. For more
information, please visit our website at www.navios-mlp.com
Forward Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended) concerning future events and Navios Partners growth strategy and measures to implement
such strategy; including expected vessel acquisitions and entering into further time charters.
Words such as may, expects, intends, plans, believes, anticipates, hopes,
estimates, and variations of such words and similar expressions are intended to identify
forward-looking statements. Such statements include comments regarding expected revenue and time
charters. Although the Navios Partners believes that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such expectations will
prove to have been correct. These statements involve known and unknown risks and are based upon a
number of assumptions and estimates which are inherently subject to significant uncertainties and
contingencies, many of which are beyond the control of Navios Partners. Actual results may differ
materially from those expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially include, but are not limited to changes in the demand for
dry bulk vessels, competitive factors in the market in which Navios
4
Partners operates; risks associated with operations outside the United States; and other
factors listed from time to time in the Navios Partners filings with the Securities and Exchange
Commission. Navios Partners expressly disclaims any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to reflect any change
in Navios Partners expectations with respect thereto or any change in events, conditions or
circumstances on which any statement is based.
Contacts
Investor Relations Contact:
Navios Maritime Partners L.P.
Investor Relations
Nicolas Bornozis
Capital Link, Inc.
Tel. (212) 661-7566
E-mail: naviospartners@capitallink.com
5
EXHIBIT 1
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars except unit data)
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March 31, |
|
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December 31, |
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2010 |
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2009 |
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|
(unaudited) |
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ASSETS |
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Current assets |
|
|
|
|
|
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Cash and cash equivalents |
|
$ |
25,373 |
|
|
$ |
77,878 |
|
Restricted cash |
|
|
823 |
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|
|
13,322 |
|
Accounts receivable, net |
|
|
837 |
|
|
|
602 |
|
Prepaid expenses and other current assets |
|
|
2,319 |
|
|
|
777 |
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|
|
|
|
|
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Total current assets |
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|
29,352 |
|
|
|
92,579 |
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Vessels, net |
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|
426,921 |
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|
|
299,695 |
|
Deferred financing costs, net |
|
|
1,912 |
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|
|
1,431 |
|
Other long term assets |
|
|
359 |
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|
|
179 |
|
Intangible assets other than goodwill |
|
|
103,539 |
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|
|
40,372 |
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Deposits for vessel acquisitions |
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2,500 |
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Total non-current assets |
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532,731 |
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|
|
344,177 |
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Total assets |
|
$ |
562,083 |
|
|
$ |
436,756 |
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|
|
LIABILITIES AND PARTNERS CAPITAL |
|
|
|
|
|
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Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,042 |
|
|
$ |
518 |
|
Accrued expenses |
|
|
1,727 |
|
|
|
1,844 |
|
Deferred voyage revenue |
|
|
9,294 |
|
|
|
9,025 |
|
Amounts due to related parties |
|
|
8,342 |
|
|
|
1,964 |
|
|
|
|
|
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Total current liabilities |
|
|
20,405 |
|
|
|
13,351 |
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|
|
|
|
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Long-term debt |
|
|
236,500 |
|
|
|
195,000 |
|
Unfavorable lease terms |
|
|
2,163 |
|
|
|
2,662 |
|
Deferred voyage revenue |
|
|
16,063 |
|
|
|
17,753 |
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
254,726 |
|
|
|
215,415 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
275,131 |
|
|
|
228,766 |
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Partners Capital: |
|
|
|
|
|
|
|
|
Common Unitholders (29,491,034 and
24,291,815 units issued and outstanding
at March 31, 2010 and December 31,
2009, respectively) |
|
|
448,242 |
|
|
|
369,747 |
|
|
|
|
|
|
|
|
|
|
Subordinated Unitholders (7,621,843
units issued and outstanding at March
31, 2010 and December 31, 2009) |
|
|
(165,117 |
) |
|
|
(164,004 |
) |
|
|
|
|
|
|
|
|
|
General Partner (777,815 and 671,708
units issued and outstanding at March
31, 2010 and December 31, 2009,
respectively) |
|
|
(2,255 |
) |
|
|
(3,835 |
) |
|
|
|
|
|
|
|
|
|
Subordinated Series A Unitholders
(1,000,000 units issued and outstanding
at March 31, 2010 and December 31,
2009) |
|
|
6,082 |
|
|
|
6,082 |
|
|
|
|
|
|
|
|
Total partners capital |
|
|
286,952 |
|
|
|
207,990 |
|
|
|
|
|
|
|
|
Total liabilities and partners capital |
|
$ |
562,083 |
|
|
$ |
436,756 |
|
|
|
|
|
|
|
|
6
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of U.S. Dollars except unit and per unit amounts)
|
|
|
|
|
|
|
|
|
|
|
Three Month |
|
|
Three Month |
|
|
|
Period ended |
|
|
Period ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Time charter and voyage revenues |
|
$ |
29,413 |
|
|
$ |
21,157 |
|
Time charter and voyage expenses |
|
|
(2,919 |
) |
|
|
(3,008 |
) |
Direct vessel expenses |
|
|
(32 |
) |
|
|
(124 |
) |
Management fees |
|
|
(4,058 |
) |
|
|
(2,610 |
) |
General and administrative expenses |
|
|
(1,079 |
) |
|
|
(902 |
) |
Depreciation and amortization |
|
|
(7,690 |
) |
|
|
(3,277 |
) |
Interest expense and finance cost, net |
|
|
(1,191 |
) |
|
|
(2,425 |
) |
Interest income |
|
|
157 |
|
|
|
57 |
|
Other income |
|
|
44 |
|
|
|
91 |
|
Other expense |
|
|
(60 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,585 |
|
|
$ |
8,959 |
|
|
|
|
|
|
|
|
Earnings per unit:
|
|
|
|
|
|
|
|
|
|
|
Three Month |
|
Three Month |
|
|
Period ended |
|
Period ended |
|
|
March 31, 2010 |
|
March 31, 2009 |
|
|
(unaudited) |
|
(unaudited) |
Net income |
|
$ |
12,585 |
|
|
$ |
8,959 |
|
|
|
|
|
|
|
|
|
|
Earnings attributable to: |
|
|
|
|
|
|
|
|
Common unit holders |
|
|
10,323 |
|
|
|
5,612 |
|
Subordinated unit holders |
|
|
2,012 |
|
|
|
3,138 |
|
General partner unit holders |
|
|
250 |
|
|
|
209 |
|
Subordinated Series A unit holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average units outstanding
(basic and diluted) |
|
|
|
|
|
|
|
|
Common unit holders |
|
|
26,800,027 |
|
|
|
13,631,415 |
|
Subordinated unit holders |
|
|
7,621,843 |
|
|
|
7,621,843 |
|
General partner unit holders |
|
|
722,896 |
|
|
|
433,740 |
|
Subordinated Series A unit holders |
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit (basic and diluted): |
|
|
|
|
|
|
|
|
Common unit holders |
|
$ |
0.39 |
|
|
$ |
0.41 |
|
Subordinated unit holders |
|
$ |
0.26 |
|
|
$ |
0.41 |
|
General partner unit holders |
|
$ |
0.35 |
|
|
$ |
0.48 |
|
Subordinated Series A unit holders |
|
$ |
|
|
|
$ |
|
|
7
NAVIOS MARITIME PARTNERS L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
Three Month |
|
|
Three Month |
|
|
|
period Ended |
|
|
period Ended |
|
|
|
March 31, 2010 |
|
|
March 31, 2009 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,585 |
|
|
$ |
8,959 |
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
7,690 |
|
|
|
3,277 |
|
Amortization and write-off of deferred financing cost |
|
|
102 |
|
|
|
62 |
|
Amortization of deferred dry dock costs |
|
|
32 |
|
|
|
124 |
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Increase in restricted cash |
|
|
(1 |
) |
|
|
(820 |
) |
Increase in accounts receivable |
|
|
(235 |
) |
|
|
(465 |
) |
(Increase)/decrease in prepaid expenses and other current assets |
|
|
(1,542 |
) |
|
|
260 |
|
Increase in other long term assets |
|
|
(212 |
) |
|
|
|
|
Increase in accounts payable |
|
|
524 |
|
|
|
283 |
|
Decrease in accrued expenses |
|
|
(117 |
) |
|
|
(389 |
) |
(Decrease)/increase in deferred voyage revenue |
|
|
(1,421 |
) |
|
|
28,717 |
|
Increase in amounts due to related parties |
|
|
6,378 |
|
|
|
3,040 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
23,783 |
|
|
|
43,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Acquisition of vessels |
|
|
(102,572 |
) |
|
|
|
|
Acquisition of intangibles other than goodwill |
|
|
(73,185 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(175,757 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Cash distributions paid |
|
|
(15,087 |
) |
|
|
(8,675 |
) |
Proceeds from issuance of general partner units |
|
|
1,682 |
|
|
|
|
|
Proceeds from issuance of common units, net of offering costs |
|
|
59,457 |
|
|
|
|
|
Proceeds from long term debt |
|
|
54,000 |
|
|
|
|
|
Decrease/(increase) in restricted cash |
|
|
12,500 |
|
|
|
(5,000 |
) |
Repayment of long-term debt and payment of principal |
|
|
(12,500 |
) |
|
|
(40,000 |
) |
Debt issuance costs |
|
|
(583 |
) |
|
|
(200 |
) |
|
|
|
|
|
|
|
Net cash provided by/(used in) financing activities |
|
|
99,469 |
|
|
|
(53,875 |
) |
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
|
(52,505 |
) |
|
|
(10,827 |
) |
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
77,878 |
|
|
|
28,374 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
25,373 |
|
|
$ |
17,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
1,270 |
|
|
$ |
2,278 |
|
Issuance of common units to Navios Holdings related to the
acquisition of Navios Aurora II in March 2010 |
|
$ |
20,325 |
|
|
$ |
|
|
|
|
|
|
|
|
|
8
EXHIBIT 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Original Charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration Date/ |
|
Original Charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Charter |
|
Out Rate/ New |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration Date |
|
Charter Out Rate |
Owned Vessels |
|
Type |
|
Built |
|
Capacity (DWT) |
|
(1) |
|
per day (2) |
Navios Gemini S |
|
Panamax |
|
|
1994 |
|
|
|
68,636 |
|
|
February 2014 |
|
$ |
24,225 |
|
Navios Libra II |
|
Panamax |
|
|
1995 |
|
|
|
70,136 |
|
|
December 2010 |
|
$ |
23,513 |
|
Navios Felicity |
|
Panamax |
|
|
1997 |
|
|
|
73,867 |
|
|
June 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 Hope |
|
Panamax |
|
|
2005 |
|
|
|
75,397 |
|
|
May 2010 |
|
$ |
10,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 2013 |
|
$ |
17,562 |
|
Navios Apollon |
|
Ultra Handymax |
|
|
2000 |
|
|
|
52,073 |
|
|
November 2012 |
|
$ |
23,700 |
|
Navios Sagittarius |
|
Panamax |
|
|
2006 |
|
|
|
75,756 |
|
|
November 2018 |
|
$ |
26,125 |
|
Navios Hyperion |
|
Panamax |
|
|
2004 |
|
|
|
75,707 |
|
|
April 2014 |
|
$ |
37,953 |
|
Navios Aurora II |
|
Capesize |
|
|
2009 |
|
|
|
169,031 |
|
|
November 2019 |
|
$ |
41,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Chartered-in Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Navios Prosperity (3) |
|
Panamax |
|
|
2007 |
|
|
|
82,535 |
|
|
July 2012 |
|
$ |
24,000 |
|
Navios Aldebaran (4) |
|
Panamax |
|
|
2008 |
|
|
|
76,500 |
|
|
March 2013 |
|
$ |
28,391 |
|
|
|
|
(1) |
|
Represents the initial expiration date of the time charter and, if applicable, the new time
charter expiration date for the vessels with new time charters. |
|
(2) |
|
Net time charter-out rate per day (net of commissions). Represents the charter-out rate during
the time charter period prior to the time charter expiration date and, if applicable, the
charter-out rate under the new time charter. |
|
(3) |
|
Navios Prosperity is chartered-in for seven years starting from June 19, 2008 and we will
have options to extend for two one-year periods. We have the option to purchase the vessel after
June 2012 at a purchase price that is initially 3.8 billion Japanese Yen declining pro rata by 145
million Japanese Yen per calendar year. |
|
(4) |
|
Navios Aldebaran was delivered on March 17, 2008. Navios Aldebaran is chartered-in for seven
years and we have options to extend for two one-year periods. We have the option to purchase the
vessel after March 2013 at a purchase price that is initially 3.6 billion Japanese Yen declining
pro rata by 150 million Japanese Yen per calendar year. |
9
EXHIBIT 3
Disclosure of Non-GAAP Financial Measures
1. EBITDA
EBITDA represents net income plus interest and finance costs plus depreciation and
amortization and income taxes. EBITDA is included because it is used by certain investors to
measure a companys financial performance. 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.
EBITDA is presented to provide additional information with respect to Navios Partners ability
to satisfy its obligations including debt service, capital expenditures, working capital
requirements and determination of cash distribution. 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 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 |
10
|
|
|
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.
4. Reconciliation of Non-GAAP Financial Measures
|
|
|
|
|
|
|
|
|
|
|
(unaudited) |
|
|
(unaudited) |
|
|
|
Three Month |
|
|
Three Month |
|
|
|
Period ended |
|
|
Period ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
($ 000) |
|
|
($ 000) |
|
Net Cash from operating activities |
|
$ |
23,783 |
|
|
$ |
43,048 |
|
Net increase in operating assets |
|
|
1,990 |
|
|
|
1,025 |
|
Net increase in operating liabilities |
|
|
(5,364 |
) |
|
|
(31,651 |
) |
Net interest cost |
|
|
1,034 |
|
|
|
2,368 |
|
Deferred finance charges |
|
|
(102 |
) |
|
|
(62 |
) |
|
|
|
|
|
|
|
EBITDA |
|
|
21,341 |
|
|
|
14,728 |
|
Cash interest income |
|
|
157 |
|
|
|
57 |
|
Cash interest paid |
|
|
(1,270 |
) |
|
|
(2,278 |
) |
Expansion capital expenditures |
|
|
(175,757 |
) |
|
|
|
|
Equity Issuance |
|
|
61,139 |
|
|
|
|
|
Borrowings to fund expansion capital expenditures |
|
|
53,417 |
|
|
|
|
|
Release of expansion capital expenditures reserve |
|
|
62,080 |
|
|
|
|
|
Maintenance and replacement capital expenditures |
|
|
(3,299 |
) |
|
|
(1,957 |
) |
|
|
|
|
|
|
|
Operating Surplus |
|
|
17,808 |
|
|
|
10,550 |
|
Recommended reserves accumulated as of beginning
of January 1 |
|
|
4,459 |
|
|
|
2,127 |
|
Recommended reserves held as of quarter end |
|
|
(6,468 |
) |
|
|
(4,002 |
) |
|
|
|
|
|
|
|
Available cash for distribution |
|
$ |
15,799 |
|
|
$ |
8,675 |
|
|
|
|
|
|
|
|
11