SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATED:
July 28, 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 of Form 20-F or Form 40-F.
Form
20-F x 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 x
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Yes o No x
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If
``Yes'' is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
N/A
1
Financial
Results for the Second Quarter of 2009
On July 28, 2009, Navios Maritime
Partners L.P. issued a press release announcing its financial results for
the second quarter ended June 30, 2009. A copy of the press release is
furnished as Exhibit 99.1 to this Report and is incorporated herein by
reference.
2
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
|
|||
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Chief
Executive Officer
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|||
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Date:
August 5, 2009
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3
Exhibit
Index
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Exhibit
No.
|
Exhibit
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|
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99.1
|
Press
Release dated July 28, 2009.
|
4
Navios
Maritime Partners L.P.
Reports
Financial Results for the Second Quarter and Six Months Ended June 30,
2009
|
|
§
|
Distribution of
$0.40 per unit for the three month period ended June 30,
2009
|
|
|
§
|
24.0% increase
in quarterly revenues to $22.2
million
|
|
|
§
|
93.2%
increase in quarterly Operating Surplus to $11.4
million
|
|
|
§
|
25.6%
increase in quarterly EBITDA to $15.2
million.
|
PIRAEUS,
GREECE, July 28, 2009 – 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 and six month period ended June 30,
2009.
Ms.
Angeliki Frangou, Chairman and Chief Executive Officer of Navios Partners,
stated: "Our financial and operational results have been driven by our focus in
the face of a turbulent market and the consistent implementation of our
strategy. During a difficult period, we have been able to increase
and maintain our distributions. We have also been able to access the capital
markets through a successful, traditional "overnight" equity raise and to
increase the size of our fleet. This accretive fundraising and
acquisition demonstrated our continued ability to grow the company and our
commitment to raise money in a shareholder friendly fashion."
Ms.
Frangou continued: "The world's economies are stabilizing, and economic growth
is projected to be positive in the second half of 2009. Emerging markets are
continuing to outperform developed countries, and Navios Partners should be able
to benefit from steadier global demand for dry bulk products while also
participating in the rebalancing of the global fleet."
Net
income was affected during the second quarter by the issuance of 1.0 million
subordinated units in connection with the Navios Bonavis (ex TBN I)
transaction. For US GAAP, this issuance was recognized as a $6.1 million
non-cash expense, computed by reference to the public market price of the common
units and without any discount for illiquidity (these subordinated units are not
freely tradable). These subordinated units are also ineligible to receive
distributions until the third anniversary of their issuance, at which point they
will automatically convert into common units and receive distributions in
accordance with all other common units (“the Non-Cash Expense”).
Throughout
this press release, EBITDA for the three and six months ended June 30, 2009 and
2008 represents net income before interest, depreciation and amortization and
before the Non-Cash Expense.
Recent
Developments
Offering of 3,500,000 Common
Units
On May 8,
2009, Navios Partners completed its public offering of 3.5 million common units
at $10.32 per unit and raised gross proceeds of $36.1 million to fund its fleet
expansion. The net proceeds of this offering, including discounts and excluding
offering costs of $0.5 million, were $34.3 million. Navios Partners also
issued 71,429 additional units to General Partner in exchange for $0.7
million
Acquisition of All Rights to
the Panamax Vessel “Navios Sagittarius”
On June
10, 2009 Navios Partners purchased from Navios Holdings all of the rights to the
Navios Sagittarius, a 2006 Japanese-built Panamax vessel with a capacity of
75,756 dwt including a long term charter-out agreement through November 2018.
The $34.6 million acquisition was funded with the proceeds from the offering of
3,500,000 units. The Navios Sagittarius is a chartered-in-vessel, and Navios
Partners has an option to purchase the vessel, beginning November 2009, at a
purchase price that is initially 2.5 billion Japanese Yen ($26.2 million based
on the exchange rate at June 30, 2009), declining each year by
120.0 million Japanese Yen ($1.3 million based on the exchange rate at June
30, 2009).
1
12-month Option for the
Capesize TBN I – Replacing Purchase Obligation
Navios
Partners was relieved from its obligation to purchase the Capesize vessel Navios
Bonavis (ex TBN I) for $130.0 million and instead was granted a 12-month option
to purchase the vessel for $125.0 million. In return, Navios Partners issued to
Navios Holdings 1,000,000 unregistered subordinated units. For US
GAAP, this issuance was recognized as a $6.1 million Non-Cash
Expense.
In
connection with this transaction, Navios Holdings was also released, for a
two-year period, from the Omnibus Agreement restriction prohibiting Navios
Holdings from acquiring qualifying vessels from third parties. Navios Holdings
was not released from the requirement that it offer to sell to Navios Partners
qualifying vessels in Navios Holdings’ existing fleet. Navios Partners also
issued 20,408 additional units to General Partner in exchange for $0.2
million.
Following
the above transactions, Navios Holding, through the General Partner has
contributed $0.9 million to Navios Partners for the issuance of 91,837
additional units.
Cash
Distributions
The Board
of Directors of Navios Partners declared a cash distribution for the second
quarter of 2009 of $0.40 per unit. This distribution is payable on
August 11, 2009 to all holders of record as of August 6, 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. Navios Partners has currently contracted out
100% of available days for 2009, 100% for 2010 and 80% for 2011 generating
revenues of $90.3 million, $96.1 million and $81.0 million, respectively. The
average contractual daily charter-out rate for the fleet is $25,887, $26,343 and
$27,730 for 2009, 2010 and 2011, respectively. The average daily
charter-in rate for the active long-term charter-in vessels for 2009 and 2010 is
$12,636 and $12,205 respectively.
Navios
Partners’ charter-out contracts have been insured by an AA+ rated European Union
governmental agency.
FINANCIAL
HIGHLIGHTS
For the
following results and the selected financial data presented herein, Navios
Partners has compiled consolidated statement of operations for the three and six
month periods ended June 30, 2009 and June 30, 2008. The quarterly 2009 and 2008
information was derived from the unaudited condensed consolidated financial
statements for the respective periods. EBITDA and Operating Surplus are
non-US GAAP financial measures and should not be used in isolation or
substitution for Navios Partners’ results.
2
|
Three Month
Period ended
June 30, 2009
(unaudited)
|
Three Month
Period ended
June 30, 2008
(unaudited)
|
Six Month
Period ended
June 30, 2009
(unaudited)
|
Six Month
Period ended
June 30, 2008
(unaudited)
|
|||||||||||||
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Revenues
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$ | 22,154 | $ | 17,939 | $ | 43,311 | $ | 32,259 | ||||||||
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EBITDA
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$ | 15,189 | $ | 12,142 | $ | 29,917 | $ | 21,322 | ||||||||
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Net
income
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$ | 3,592 | $ | 7,155 | $ | 12,551 | $ | 11,001 | ||||||||
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Adjusted
Net Income (1)
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$ | 9,674 | $ | 7,155 | $ | 18,633 | $ | 11,001 | ||||||||
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Earnings
per Common unit (basic and diluted)
|
0.22 | 0.39 | 0.62 | 0.74 | ||||||||||||
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Adjusted
Earnings per common unit (basis and diluted)
(1)
|
0.41 | 0.39 | 0.81 | 0.74 | ||||||||||||
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Operating
Surplus
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$ | 11,432 | $ | 5,909 | $ | 21,982 | $ | 13,065 | ||||||||
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Capital
expenditure reserve
|
$ | 1,957 | $ | 2,338 | $ | 3,915 | $ | 4,410 | ||||||||
(1)
Adjusted for $6.1 million Non-Cash Expense for the release of
the obligation to acquire Navios Bonavis (ex TBN I).
Three
month period ended June 30, 2009
Time
charter and voyage revenues for the three month period ended June 30, 2009
increased by $4.3 million or 24.0% to $22.2 million as compared to $17.9 million
for the same period in 2008. The increase was mainly attributable to the
acquisition of the Navios Hope on July 1, 2008, which was operating during
the entire three month period ended June 30, 2009 and the acquisition of the
rights to the Navios Sagittarius on June 10, 2009.
EBITDA
increased by $3.1 million to $15.2 million for the three month period ended June
30, 2009 as compared to $12.1 million for the same period of 2008. This $3.1
million increase in EBITDA was primarily due to a $4.3 million increase in
revenue as a result of the increased number of vessels in Navios Partners’
fleet. The above favorable variance of $4.3 million was mitigated by: (a) a $0.2
million increase in time charter and voyage expenses; (b) a $0.5 million
increase in management fees due to the increase in the number of vessels; (c) a
$0.4 million increase in general and administrative expenses due to the increase
in the number of owned and chartered-in vessels during the three month period
ended June 30, 2009, compared to the respective period in 2008; and (d) a $0.1
million increase in net other expense.
The
reserve for estimated maintenance and replacement capital expenditures for the
three month period ended June 30, 2009 and 2008 was $2.0 million and $2.3
million, respectively. Expansion capital expenditures for the three month period
ended June 30, 2009 and 2008 was $34.6 million and $34.2 million,
respectively.
Navios
Partners generated an Operating Surplus for the three month period ended June
30, 2009 of $11.4 million in comparison to $5.9 million for the three month
period ended June 30, 2008. 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 three months ended June 30, 2009 amounted to $3.6 million
compared to $7.2 million for the three months ended June 30, 2008. The
decrease in net income by $3.6 million was due to (a) a $6.1 million
Non-Cash Expense; and (b) a $1.0 million increase in depreciation and
amortization expense. This decrease was mitigated by (a) a $3.1 million
increase in EBITDA; and (b) a $0.4 million decrease in interest
expense.
Six
month period ended June 30, 2009
Time
charter and voyage revenues for the six month period ended June 30, 2009
increased by $11.0 million or 34.0% to $43.3 million as compared to $32.3
million for the same period in 2008. The increase was mainly attributable to the
acquisition of the Navios Hope on July 1, 2008, which was fully operating
during the three month period ended June 30, 2009 and the acquisition of the
rights of the Navios Sagittarius on June 10, 2009.
3
EBITDA
increased by $8.6 million to $29.9 million for the six month period ended June
30, 2009 as compared to $21.3 million for the same period of 2008. This $8.6
million increase in EBITDA was primarily due to the $11.0 million increase in
revenue as a result of the increased number of vessels in Navios Partners’
fleet. The above favorable variance of $11.0 million was mitigated by: (a) a
$0.4 million increase in time charter and voyage expenses; (b) a $1.4
million increase in management fees due to the increase in the number of
vessels; and (c) a $0.8 million increase in general and administrative expenses
due to the increase in the number of owned and chartered-in vessels during the
six month period ended June 30, 2009, compared to the respective period in
2008.
The
reserve for estimated maintenance and replacement capital expenditures for the
six month period ended June 30, 2009 and 2008 was $3.9 million and $4.4 million,
respectively. Expansion capital expenditures for the six month period ended June
30, 2009 and 2008 was $34.6 million and $34.2 million,
respectively.
Navios
Partners generated an Operating Surplus for the six month period ended June 30,
2009 of $22.0 million in comparison to $13.1 million for the six month period
ended June 30, 2008. 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 six months ended June 30, 2009 amounted to $12.6 million
compared to $11.0 million for the six months ended June 30, 2008. The
increase in net income by $1.6 million was due to (a) $8.6 million increase
in EBITDA; (b) a $0.5 million decrease in interest expense and (c) a $0.1
million net increase other income/expense and interest income. This increase was
mitigated by (a) a $6.1 million Non-Cash Expense; and (b) a $1.5 million
increase in depreciation and amortization expense.
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, 2009.
|
Three Month
Period ended
June 30, 2009
|
Three Month
Period ended
June 30, 2008
|
Six Month
Period ended
June 30, 2009
|
Six
Month
Period
ended
June
30, 2008
|
|||||||||||||
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Available
Days (1)
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840 | 728 | 1,650 | 1,363 | ||||||||||||
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Operating
Days (2)
|
840 | 722 | 1,649 | 1,356 | ||||||||||||
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Fleet
Utilization (3)
|
100 | % | 99.2 | % | 99.9 | % | 99.6 | % | ||||||||
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Time
Charter Equivalent (per day)
|
$ | 26,373 | $ | 24,641 | $ | 26,249 | $ | 23,674 | ||||||||
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Vessels
operating at period end
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10 | 8 | 10 | 8 | ||||||||||||
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(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.
|
4
Conference
Call details:
Navios
Partners’ management will host a conference call to discuss the results on
Wednesday, July 29, 2009, 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 August 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#
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
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.
5
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
6
EXHIBIT
1
NAVIOS
MARITIME PARTNERS L.P.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Expressed
in thousands of U.S. Dollars except unit data)
|
June 30,
|
December 31,
|
|||||||
|
2009
|
2008
|
|||||||
|
(unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
Current
assets
|
||||||||
|
Cash
and cash equivalents
|
$ | 20,481 | $ | 28,374 | ||||
|
Restricted
cash
|
8,321 | - | ||||||
|
Accounts
receivable, net
|
479 | 313 | ||||||
|
Prepaid
expenses and other current assets
|
194 | 371 | ||||||
|
Total
current assets
|
29,475 | 29,058 | ||||||
|
Vessels,
net
|
283,787 | 291,340 | ||||||
|
Deferred
financing costs, net
|
1,989 | 1,915 | ||||||
|
Deferred
dry dock and special survey costs, net
|
345 | 594 | ||||||
|
Intangible
assets other than goodwill
|
34,377 | - | ||||||
|
Total
non-current assets
|
320,498 | 293,849 | ||||||
|
Total
assets
|
$ | 349,973 | $ | 322,907 | ||||
|
LIABILITIES
AND PARTNERS’ CAPITAL
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts
payable
|
$ | 582 | $ | 594 | ||||
|
Accrued
expenses
|
1,936 | 1,662 | ||||||
|
Deferred
voyage revenue
|
8,369 | 2,606 | ||||||
|
Amounts
due to related parties
|
6,368 | 1,539 | ||||||
|
Current
portion of long-term debt
|
- | 40,000 | ||||||
|
Total
current liabilities
|
17,255 | 46,401 | ||||||
|
Long-term
debt
|
195,000 | 195,000 | ||||||
|
Unfavorable
lease terms
|
3,661 | 4,659 | ||||||
|
Deferred
voyage revenue
|
21,134 | - | ||||||
|
Total
non-current liabilities
|
219,795 | 199,659 | ||||||
|
Total
liabilities
|
237,050 | 246,060 | ||||||
|
Commitments
and contingencies
|
- | - | ||||||
|
Partners’
Capital:
|
||||||||
|
Common
Unitholders (13,631,415 and 17,131,415 units issued and outstanding
at December 31, 2008 and June 30, 2009, respectively)
|
275,715 | 243,639 | ||||||
|
Subordinated
Unitholders (7,621,843 units issued and outstanding at December 31,
2008 and June 30, 2009)
|
(163,052 | ) | (160,092 | ) | ||||
|
General
Partner (433,740 and 525,577 units issued and outstanding at December
31, 2008 and June 30, 2009, respectively)
|
(5,822 | ) | (6,700 | ) | ||||
|
Subordinated
Series A Unitholders (0 and 1,000,000 units issued and outstanding at
December 31, 2008 and June 30, 2009, respectively)
|
6,082 | - | ||||||
|
Total
partners’ capital
|
112,923 | 76,847 | ||||||
|
Total
liabilities and partners’ capital
|
$ | 349,973 | $ | 322,907 | ||||
7
NAVIOS
MARITIME PARTNERS L.P.
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(Expressed
in thousands of U.S. Dollars except unit and per unit amounts)
|
Three Month
Period ended
June 30, 2009
(unaudited)
|
Three Month
Period ended
June 30, 2008
(unaudited)
|
Six Month
Period ended
June 30, 2009
(unaudited)
|
Six Month
Period ended
June 30, 2008
(unaudited)
|
|||||||||||||
|
Time
charter and voyage revenues
|
$ | 22,154 | $ | 17,939 | $ | 43,311 | $ | 32,259 | ||||||||
|
Time
charter and voyage expenses
|
(3,351 | ) | (3,183 | ) | (6,359 | ) | (6,004 | ) | ||||||||
|
Direct
vessel expenses
|
(124 | ) | (145 | ) | (248 | ) | (289 | ) | ||||||||
|
Management
fees
|
(2,639 | ) | (2,119 | ) | (5,249 | ) | (3,939 | ) | ||||||||
|
General
and administrative expenses
|
(897 | ) | (507 | ) | (1,799 | ) | (1,003 | ) | ||||||||
|
Depreciation
and amortization
|
(3,501 | ) | (2,547 | ) | (6,778 | ) | (5,311 | ) | ||||||||
|
Interest
expense and finance cost, net
|
(1,922 | ) | (2,339 | ) | (4,347 | ) | (4,812 | ) | ||||||||
|
Interest
income
|
32 | 43 | 89 | 91 | ||||||||||||
|
Compensation
expense
|
(6,082 | ) | - | (6,082 | ) | - | ||||||||||
|
Other
income
|
- | 24 | 13 | 23 | ||||||||||||
|
Other
expense
|
(78 | ) | (11 | ) | - | (14 | ) | |||||||||
|
Net
income
|
$ | 3,592 | $ | 7,155 | $ | 12,551 | 11,001 | |||||||||
Earnings
per unit:
|
Three Month
Period ended
June 30, 2009
(unaudited)
|
Three Month
Period ended
June 30, 2008
(unaudited)
|
Six Month
Period ended
June 30, 2009
(unaudited)
|
Six Month
Period ended
June 30, 2008
(unaudited)
|
|||||||||||||
|
Net
income
|
$ | 3,592 | $ | 7,155 | $ | 12,551 | $ | 11,001 | ||||||||
|
Earnings
per unit:
|
||||||||||||||||
|
Common
unit (basic and diluted)
|
$ | 0.22 | $ | 0.39 | $ | 0.62 | $ | 0.74 | ||||||||
|
Subordinated
unit (basic and diluted)
|
$ | - | $ | 0.39 | $ | 0.41 | $ | 0.40 | ||||||||
|
General
partner unit (basic and diluted)
|
$ | 0.15 | $ | 0.39 | $ | 0.62 | $ | 0.60 | ||||||||
|
Subordinated
Series A Unitholders (basic and diluted)
|
$ | - | $ | - | $ | - | $ | - | ||||||||
8
NAVIOS
MARITIME PARTNERS L.P.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed
in thousands of U.S. Dollars)
|
Six Month
|
Six Month
|
|||||||
|
period Ended
|
period Ended
|
|||||||
|
June 30, 2009
|
June 30, 2008
|
|||||||
|
(unaudited)
|
(unaudited)
|
|||||||
|
OPERATING
ACTIVITIES
|
||||||||
|
Net
income
|
$ | 12,551 | $ | 11,001 | ||||
|
Adjustments
to reconcile net income to net cash
|
||||||||
|
provided
by operating activities:
|
||||||||
|
Depreciation
and amortization
|
6,778 | 5,311 | ||||||
|
Amortization
and write-off of deferred financing cost
|
127 | 101 | ||||||
|
Amortization
of deferred dry dock costs
|
248 | 289 | ||||||
|
Compensation
expense
(1)
|
6,082 | - | ||||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
(Increase)/decrease
in restricted cash
|
(821 | ) | 151 | |||||
|
Increase
in accounts receivable
|
(166 | ) | (356 | ) | ||||
|
(Increase)/
decrease in prepaid expenses and other current assets
|
177 | (57 | ) | |||||
|
Increase/(decrease)
in accounts payable
|
(12 | ) | 461 | |||||
|
Increase/(decrease)
in accrued expenses
|
274 | (123 | ) | |||||
|
Increase
in deferred voyage revenue
|
26,897 | 777 | ||||||
|
Increase/
(decrease) in amounts due to related parties
|
4,829 | (3,654 | ) | |||||
|
Net
cash provided by operating activities
|
56,964 | 13,901 | ||||||
|
INVESTING
ACTIVITIES:
|
||||||||
|
Acquisition
of vessels
|
- | (34,460 | ) | |||||
|
Acquisition
of contracts
|
(34,600 | ) | - | |||||
|
Increase
in long term assets
|
- | (46 | ) | |||||
|
Net
cash used in investing activities
|
(34,600 | ) | (34,506 | ) | ||||
|
FINANCING
ACTIVITIES:
|
||||||||
|
Cash
distribution paid
|
(17,350 | ) | (9,708 | ) | ||||
|
Proceeds
from issuance of general partners units
|
944 | - | ||||||
|
Proceeds
from issuance of common units
|
33,849 | |||||||
|
Proceeds
from long term loan
|
- | 35,000 | ||||||
|
Increase
in restricted cash
|
(7,500 | ) | - | |||||
|
Repayment
of long-term debt and payment of principal
|
(40,000 | ) | - | |||||
|
Debt
issuance costs
|
(200 | ) | - | |||||
|
Net
cash (used in)/provided by financing activities
|
(30,257 | ) | 25,292 | |||||
|
Increase/
(decrease) in cash and cash equivalents
|
(7,893 | ) | 4,687 | |||||
|
Cash
and cash equivalents, beginning of period
|
28,374 | 10,095 | ||||||
|
Cash
and cash equivalents, end of period
|
$ | 20,481 | $ | 14,782 | ||||
|
SUPPLEMENTAL
DISCLOSURES OF CASH
|
||||||||
|
FLOW
INFORMATION
|
||||||||
|
Cash
paid for interest
|
$ | 4,302 | $ | 4,783 | ||||
Non-cash
operating activities
Issuance
of units in connection with the Non-Cash Compensation Expense (1)
9
EXHIBIT
2
|
Owned
Vessels
|
Type
|
Built
|
Capacity
(DWT)
|
Original Charter
Expiration Date/ New
Charter Expiration
Date (1)
|
Original
Charter Out
Rate/ New
Charter Out
Rate 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 (3)
|
Panamax
|
2005
|
75,397
|
May
18, 2010
|
$
|
10,643
|
|||||
|
September
2013
|
$
|
16,841
|
|||||||||
Long-term
Chartered-in Vessels
|
Navios
Prosperity (4)
|
Panamax
|
2007
|
82,535
|
July
2012
|
$
|
24,000
|
|||||
|
Navios
Aldebaran (5)
|
Panamax
|
2008
|
76,500
|
March
2013
|
$
|
28,391
|
|||||
|
Navios
Sagittarius (6)
|
Panamax
|
2006
|
75,756
|
November
2018
|
$
|
26,125
|
(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 Partners received a lump sum charter payment of approximately $29.6
million for Navios Hope in the first quarter of 2009. This charter payment was
net of expenses and 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 rate for the period from April, 1 2009 to August 2013 is
as presented in the table above. On February 9, 2009, Navios Aurora I was
renamed to the Navios Hope.
(4)
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 Yen ($39.8 million based upon the exchange rate at June 30, 2009),
declining pro rata by 145 million Yen ($1.5 million based upon the exchange rate
at June 30, 2009) per calendar year.
(5)
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 Yen ($37.7 million based upon the
exchange rate at June 30, 2009) declining pro rata by 150 million Yen ($1.6
million based upon the exchange rate at June 30, 2009) per calendar
year.
(6) On
June 10, 2009 Navios Partners purchased from Navios Maritime Holdings Inc. the
rights to the Navios Sagittarius, a 2006 Japanese-built Panamax vessel with a
capacity of 75,756 dwt, for a $34.6 million in cash. The Navios Sagittarius is a
chartered-in-vessel, and Navios Partners has an option to purchase the vessel,
beginning December 2009, at a purchase price that is initially 2.5 billion
Japanese Yen ($26.2 million based on the exchange rate at June 30, 2009),
declining each year by 120.0 million Japanese Yen ($1.3 million based on the
exchange rate at June 30, 2009).
10
EXHIBIT
3
Disclosure
of Non-GAAP Financial Measures
1.
EBITDA
EBITDA
represents net income before interest, depreciation and amortization and before
non-cash consideration for the release of the obligation to acquire Navios
Bonavis (ex TBN I). Navios Partners uses EBITDA because Navios Partners believes
that EBITDA is a basis upon which liquidity can be assessed and 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 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;
|
11
|
|
•
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.
4. Reconciliation of Non-GAAP Financial
Measures
|
(unaudited)
Three Month
Period ended
June 30, 2009
($ ‘000)
|
(unaudited)
Three Month
Period ended
June 30, 2008
($ ‘000)
|
(unaudited)
Six Month
Period ended
June 30, 2009
($ ‘000)
|
(unaudited)
Six Month
Period ended
June 30, 2008
($ ‘000)
|
|||||||||||||
|
Net
Cash from Operating Activities
|
$ | 13,916 | $ | 10,397 | $ | 56,964 | $ | 13,901 | ||||||||
|
Net
increase/(decrease) in operating assets
|
(215 | ) | (2,231 | ) | 810 | 262 | ||||||||||
|
Net
increase/(decrease) in operating liabilities
|
(337 | ) | 1,732 | (31,988 | ) | 2,539 | ||||||||||
|
Net
interest cost
|
1,890 | 2,296 | 4,258 | 4,721 | ||||||||||||
|
Deferred
finance charges
|
(65 | ) | (52 | ) | (127 | ) | (101 | ) | ||||||||
|
EBITDA
|
15,189 | 12,142 | 29,917 | 21,322 | ||||||||||||
|
Cash
interest income
|
32 | 43 | 89 | 91 | ||||||||||||
|
Cash
interest paid
|
(2,025 | ) | (4,783 | ) | (4,302 | ) | (4,783 | ) | ||||||||
|
Expansion
capital expenditures
|
(34,600 | ) | (34,155 | ) | (34,600 | ) | (34,155 | ) | ||||||||
|
Equity
Issuance
|
34,793 | - | 34,793 | - | ||||||||||||
|
Borrowings
to fund expansion capital expenditures
|
- | 35,000 | - | 35,000 | ||||||||||||
|
Maintenance
and replacement capital expenditures
|
(1,957 | ) | (2,338 | ) | (3,915 | ) | (4,410 | ) | ||||||||
|
Operating
Surplus
|
11,432 | 5,909 | 21,982 | 13,065 | ||||||||||||
|
Cash
distribution paid relating to the first quarter
|
- | - | (8,675 | ) | (6,472 | ) | ||||||||||
|
Recommended
reserves accumulated as of beginning of January 1
|
2,127 | 18 | 2,127 | 18 | ||||||||||||
|
Reserves
accumulated during the first quarter distributed in the second
quarter
|
1,875 | 684 | - | - | ||||||||||||
|
Recommended
reserves held as of quarter end
|
(5,322 | ) | (117 | ) | (5,322 | ) | (117 | ) | ||||||||
|
Available
cash for distribution
|
$ | 10,112 | $ | 6,494 | $ | 10,112 | $ | 6,494 | ||||||||
12