Table of Contents

 

 

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: October 27, 2016

Commission File No. 001-36738

 

 

NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

 

 

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ☐            No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ☐            No  ☒

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐            No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

N/A

 

 

 


Table of Contents

NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

FORM 6-K

TABLE OF CONTENTS

 

     Page  
Operating and Financial Review      3   
Exhibit List      20   
Financial Statements Index      F-1   

 

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The information contained in this Report is hereby incorporated by reference into the Registration Statement on Form F-3, File No. 333-208623.

Operating and Financial Review and Prospects

The following is a discussion of the financial condition and results of operations for the three and nine month periods ended September 30, 2016 and 2015 of Navios Maritime Midstream Partners L.P. (referred to herein as “we”, “us”, “Navios Midstream” or the “Company”). All of the financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). You should read this section together with the consolidated financial statements and the accompanying notes included in Navios Midstream’s 2015 Annual Report filed on Form 20-F with the Securities and Exchange Commission.

This report 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 expectations, including with respect to Navios Midstream’s future dividends and Navios Midstream’s 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. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by, Navios Midstream at the time this filing was made. Although Navios Midstream 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 Midstream. 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, the creditworthiness of our charterers and the ability of our contract counterparties to fulfill their obligations to us, tanker industry trends, including charter rates and vessel values and factors affecting vessel supply and demand, the aging of our vessels and resultant increases in operation and drydocking costs, the loss of any customer or charter or vessel, our ability to repay outstanding indebtedness, to obtain additional financing and to obtain replacement charters for our vessels, in each case, at commercially acceptable rates or at all, increases in costs and expenses, including but not limited to: crew wages, insurance, provisions, port expenses, lube oil, bunkers, repairs, maintenance and general and administrative expenses, the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business, potential liability from litigation and our vessel operations, including discharge of pollutants, general domestic and international political conditions, competitive factors in the market in which Navios Midstream operates, risks associated with operations outside the United States, and other factors listed from time to time in Navios Midstream’s filings with the Securities and Exchange Commission, including its Form 20-Fs and Form 6-Ks. Navios Midstream 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 Midstream’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Navios Midstream makes no prediction or statement about the performance of its common units.

Recent Developments and History

Extension of fixed fee under the Management Agreement

In October 2016, Navios Midstream amended its existing management agreement (the “Management Agreement”) with Navios Tankers Management Inc. (the “Manager”), a wholly-owned subsidiary of Navios Maritime Holdings Inc. (“Navios Holdings”), to extend the fixed fee period for commercial and technical management services of its fleet, until December 31, 2018 at the current rate of $9,500 per day per VLCC, following the expiration of the current fixed fee period. Dry docking expenses are reimbursed at cost for all vessels.

Purchase option extended for three VLCCs

Navios Midstream holds options to acquire up to five VLCCs from Navios Maritime Acquisition Corporation (“Navios Acquisition”) expiring on November 18, 2016. In October 2016, Navios Acquisition extended the options of the Nave Buena Suerte, the Nave Neutrino and the Nave Electron for an additional two-year period expiring on November 18, 2018. The purchase price will be equal to the fair market value of each of the three vessels at the time of the options’ exercise. The extended purchase options do not include any backstop commitments from Navios Acquisition. (See “Option Vessels”.)

 

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Overview

Navios Midstream was formed on October 13, 2014, as a Marshall Islands limited partnership to own, operate and acquire crude oil tankers, refined petroleum product tankers, chemical tankers, and LPG tankers under long-term employment contracts. Navios Maritime Midstream Partners GP LLC, a wholly-owned subsidiary of Navios Acquisition, was formed on October 13, 2014 to act as our general partner. On November 18, 2014, we completed our initial public offering (“IPO”).

Equity Transactions

On July 29, 2016, Navios Midstream entered into a Continuous Offering Program Sales Agreement (the “Sales Agreement”) with S. Goldman Capital LLC, as sales agent (the “Agent”), pursuant to which Navios Midstream may issue and sell from time to time through the Agent common units representing limited partner interests having an aggregate offering price of up to $25.0 million. As of September 30, 2016, Navios Midstream issued 277,103 common units and received net proceeds of $3.4 million after deducting fees and expenses of $0.2 million. In connection with the issuance of the common units, Navios Midstream issued 5,655 general partnership units to its general partner in order to maintain its 2.0% general partner interest. The net proceeds from the issuance of the general partnership units were $0.1 million.

As of September 30, 2016, there were outstanding: 9,619,795 common units, 9,342,692 subordinated units, 1,592,920 subordinated Series A Units and 419,498 general partnership units. As of September 30, 2016, Navios Acquisition owned a 60.06% limited partner interest in Navios Midstream, which included a 2.0% general partner interest.

Our Fleet

Our fleet consists of six VLCCs, which have an average remaining employment term of approximately 4.6 years. They are chartered to three strong counterparties, Dalian Ocean Shipping Co. Ltd., a Chinese state-owned enterprise, SK Shipping Company Limited and Formosa Petrochemical Corporation, a Taiwan Stock Exchange-listed company.

The following table provides summary information about our fleet as of October 27, 2016:

 

Vessels

  

Type

   Built/
Delivery
Date
     DWT      Net
Charter
    Rate  (1)      
    

Profit Share to Owner

       Expiration
Date (2)
 

Shinyo Ocean

   VLCC      2001         281,395       $ 38,400       50% above    $ 43,500 (4)            January 2017   
            $ 38,400                 January 2019 (3)    

Shinyo Kannika

   VLCC      2001         287,175       $ 38,025       50% above    $ 44,000 (5)            February 2017   
            $ 38,025                 February 2019 (3)    

Shinyo Saowalak

   VLCC      2010         298,000       $ 48,153       35% above    $ 54,388 (6)            June 2025   
               40% above    $ 59,388 (6)         
               50% above    $ 69,388 (6)         

Shinyo Kieran

   VLCC      2011         297,066       $ 48,153       35% above    $ 54,388 (6)            June 2026   
               40% above    $ 59,388 (6)         
               50% above    $ 69,388 (6)         

C. Dream

   VLCC      2000         298,570       $ 29,625       50% above    $ 30,000 (8)            March 2019   
               40% above    $ 40,000 (8)         

Nave Celeste

   VLCC      2003         298,717       $ 42,705            —             December 2016   
            $ 35,000            —             December 2018 (7)    

 

(1) Net time charter-out rate per day in dollars (net of commissions).
(2) Estimated dates assuming midpoint of redelivery of charterers.

 

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(3) Includes a backstop period for the Shinyo Ocean and the Shinyo Kannika. Navios Acquisition has provided a backstop commitment to charter-in the vessels for a two-year period as of their scheduled redelivery at the currently contracted rate if the market charter rate is lower than the currently contracted rate. Conversely, if market charter rates are higher than the currently contracted rates at the time of the redelivery of the vessels, such vessels will be chartered out to third-party charterers at prevailing market rates and Navios Acquisition’s backstop commitment will not be triggered. The backstop commitment does not include the profit share as set forth in the table. All data in the table is based on a charter length inclusive of both the initial and backstop periods.
(4) Calculated semi-annually on the basis of the daily values of the Baltic Exchange Tanker Route AG/Japan for the past two quarters adjusted for the vessel’s specifications (i.e. actual consumption and other voyage expenses). Any profit is split between the owner and the charterer with the owner receiving the percentage stated in the table above.
(5) Calculated semi-annually on the basis of the weighted average of the daily values of four Baltic Exchange Tanker Routes for the past two quarters adjusted for certain agreed specifications (i.e. actual consumption and other voyage expenses). Any profit is split between the owner and the charterer with the owner receiving the percentage stated in the table above.
(6) Calculated annually on the basis of the weighted average of the daily values of four Baltic Exchange Tanker Routes for the past four quarters adjusted for certain agreed specifications (i.e. actual consumption and other voyage expenses). Any profit is split between the owner and the charterer with the owner receiving the percentage stated in the table above.
(7) Includes a backstop period for the Nave Celeste. Navios Acquisition has provided a backstop commitment to charter-in the Nave Celeste for a two-year period as of its scheduled redelivery, at the net time charter-out rate per day (net of commissions) of $35,000 if the market charter rate is lower than the charter-out rate of $35,000. Conversely, if market charter rates are higher, such vessels will be chartered out to third-party charterers at prevailing market rates and Navios Acquisition’s backstop commitment will not be triggered. The backstop commitment does not include the profit share as set forth in the table. All data in the table is based on a charter length inclusive of both the initial and backstop periods.
(8) Calculated annually based on the actual earnings of the vessel. Any profit is split between the owner and the charterer with the owner receiving the percentage stated in the table above.

Option Vessels

Pursuant to the share purchase agreement we entered into with Navios Acquisition at the closing of the IPO, we have options, exercisable through November 18, 2016, to purchase the following five VLCCs from Navios Acquisition at fair market value. In October 2016, Navios Acquisition extended the options of the Nave Buena Suerte, the Nave Neutrino and the Nave Electron for an additional two-year period expiring on November 18, 2018.

Although we anticipate that we may exercise some or all of our options to purchase the following VLCCs, the timing of such purchases is uncertain and each such purchase is subject to various conditions, including reaching an agreement with Navios Acquisition regarding the fair market value of the vessels and the availability of financing, which we anticipate would be from external sources. Generally, we expect to fund the acquisition of any or all of the additional VLCCs we may elect to purchase with cash from operations, bank borrowings and the issuance of debt and equity securities.

The following table provides summary information about the vessels subject to the options as of October 27, 2016:

 

Vessels

   Purchase Option
Expiration Date
    

Type

   Built/
Delivery
Date
   DWT        Net Charter
Rate (1)
     Profit
Share
to

Owner
       Employment
Expiration
Date (2)
 

Nave Galactic

     November 2016       VLCC    2009      297,168           Floating Rate (3)        —            September 2017   
                 $ 35,000              February 2019 (6)  

Nave Quasar

     November 2016       VLCC    2010      297,376           Floating Rate (4)        —            March 2018   
                 $ 35,000              February 2019 (6)  

Nave Buena Suerte

     November 2018       VLCC    2011      297,491           Floating Rate (5)        —            August 2017   

Nave Neutrino

     November 2018       VLCC    2003      298,287         $ 37,520         —            September 2017   

Nave Electron

     November 2018       VLCC    2002      305,178           Floating Rate (4)        —            December 2017   

 

(1) Net time charter-out rate per day in dollars (net of commissions).
(2) Estimated dates assuming midpoint of redelivery of charterers.
(3) Rate is based upon daily Baltic International Tanker Routes, Route Tanker Dirty 3 ME Gulf to Japan (“BITR TD3”). The contract provides a minimum rate of $29,625 net per day and $27,156 net per day for the last nine months of the contract.

 

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(4) Rate based on VLCC pool earnings.
(5) Rate is based upon daily BITR TD3. The contract provides a minimum rate of $29,625 net per day.
(6) Includes a backstop period for both Nave Galactic and Nave Quasar. Navios Acquisition has provided a backstop commitment to charter-in the Nave Galactic and the Nave Quasar for a four-year period as of their scheduled redelivery, at the net time charter-out rate per day (net of commissions) of $35,000 if the market charter rate is lower than the charter-out rate of $35,000. Conversely, if market charter rates are higher, such vessels will be chartered out to third-party charterers at prevailing market rates and Navios Acquisition’s backstop commitment will not be triggered. The backstop commitment does not include the profit share as set forth in the table. All data in the table is based on a charter length inclusive of both the initial and backstop periods.

Our Customers

We provide seaborne shipping services under charters with customers that we believe are creditworthy.

For the nine month period ended September 30, 2016, our three customers were Dalian Ocean Shipping Co. Ltd., SK Shipping Company Limited and Formosa Petrochemical Corporation that accounted for 69.9%, 15.8% and 14.3%, respectively, of our revenue. For the year ended December 31, 2015, these three customers accounted for 75.6%, 6.1% and 18.3%, respectively, of our revenue.

Although we believe that if any one of our charters were terminated we could re-charter the related vessel at the prevailing market rate relatively quickly, the permanent loss of a significant customer or a substantial decline in the amount of services requested by a significant customer could harm our business, financial condition and results of operations if we were unable to re-charter our vessel on a favorable basis due to the current market conditions, or otherwise.

We believe that the combination of the long-term nature of our charters (which provide for the receipt of a fixed fee for the life of the charter) and our Management Agreement with the Manager (which provides for a fixed management fee extended through December 31, 2018) will provide us with a strong base of stable cash flows.

Our revenues are driven by the number of vessels in the fleet, the number of days during which the vessels operate and our charters hire rates, which, in turn, are affected by a number of factors, including:

 

    the duration of the charters;

 

    the level of spot and long-term market rates at the time of charter;

 

    decisions relating to vessel acquisitions and disposals;

 

    the amount of time spent positioning vessels;

 

    the amount of time that vessels spend undergoing repairs and upgrades in drydock;

 

    the age, condition and specifications of the vessels; and

 

    the aggregate level of supply and demand in the tanker shipping industry.

Time charters are available for varying periods, ranging from a single trip (spot charter) to long-term which may be many years. In general, a long-term time charter assures the vessel owner of a consistent stream of revenue. Operating the vessel in the spot market affords the owner greater spot market opportunity, which may result in high rates when vessels are in high demand or low rates when vessel availability exceeds demand. We intend to operate our vessels in the long-term charter market. Vessel charter rates are affected by world economics, international events, weather conditions, strikes, governmental policies, supply and demand and many other factors that might be beyond our control.

Trends and Factors Affecting Our Future Results of Operations

We believe the principal factors that will affect our future results of operations are the economic, regulatory, political and governmental conditions that affect the shipping industry generally and that affect conditions in countries and markets in which our vessels engage in business. Please read “Risk Factors” in our 2015 Annual Report on Form 20-F for a discussion of certain risks inherent in our business.

 

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Results of Operations

Overview

The financial condition and the results of operations presented for the nine month periods ended September 30, 2016 and 2015 of Navios Midstream discussed below include the following entities:

 

Company name

       Vessel name        Country of
    incorporation    
         2016                2015      

Navios Maritime Midstream Operating LLC

   N/A    Marshall Islands    1/1-9/30    1/1-9/30

Navios Maritime Midstream Partners L.P.

   N/A    Marshall Islands    1/1-9/30    1/1-9/30

Navios Maritime Midstream Finance (US) Inc.

   Co-Borrower    Delaware    1/1-9/30    6/4-9/30

Shinyo Kannika Limited

   Shinyo Kannika    Hong Kong    1/1-9/30    1/1-9/30

Shinyo Ocean Limited

   Shinyo Ocean    Hong Kong    1/1-9/30    1/1-9/30

Shinyo Saowalak Limited

   Shinyo Saowalak    British Virgin Is.    1/1-9/30    1/1-9/30

Shinyo Kieran Limited

   Shinyo Kieran    British Virgin Is.    1/1-9/30    1/1-9/30

Shinyo Dream Limited

   C. Dream    Hong Kong    1/1-9/30    6/18-9/30

Sikinos Shipping Corporation

   Nave Celeste    Marshall Islands    1/1-9/30    6/18-9/30

The accompanying interim condensed consolidated financial statements of Navios Midstream are unaudited, but, in the opinion of management, contain all adjustments necessary to present a fair statement of results, in all material respects, of Navios Midstream’s condensed consolidated financial position as of September 30, 2016 and the condensed consolidated results of operations for the three and nine month periods ended September 30, 2016 and 2015. The footnotes are condensed as permitted by the requirements for interim financial statements and, accordingly, do not include information and disclosures required under US GAAP for complete financial statements. All such adjustments are deemed to be of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in Navios Midstream’s Annual Report on Form 20-F for the year ended December 31, 2015.

FINANCIAL HIGHLIGHTS

The following table presents consolidated revenue and expense information for the three and nine month periods ended September 30, 2016 and 2015.

 

     Three Month
Period ended
September 30, 2016

($’000)
    (unaudited)    
    Three Month
Period ended
September 30, 2015

($’000)
    (unaudited)    
    Nine Month
Period ended
September 30, 2016

($’000)
    (unaudited)    
    Nine Month
Period ended
September 30, 2015

($’000)
    (unaudited)    
 

Revenue

   $ 22,209      $ 22,473      $ 69,053      $ 57,526   

Time charter expenses

     (412     (247     (1,161     (624

Direct vessel expenses

     (724     (373     (2,312     (951

Management fees

     (5,244     (5,244     (15,618     (12,369

General and administrative expenses

     (866     (773     (2,416     (1,790

Depreciation and amortization

     (6,377     (6,366     (19,156     (16,319

Interest expenses and finance cost

     (3,207     (3,238     (9,647     (7,601

Interest income

     82        —         151        —    

Other (expense)/ income, net

     (4     —         (53     66   

Net income

     5,457        6,232        18,841        17,938   

EBITDA  (1)

     15,683        16,209        49,805        42,809   

Operating Surplus  (1)

     9,331        9,737        30,602        29,460   

 

(1) EBITDA and Operating Surplus are non-GAAP financial measures. See “—Reconciliation of EBITDA to Net Cash from Operating Activities, Operating Surplus and Available Cash for Distribution” for a description of EBITDA and Operating Surplus and a reconciliation of EBITDA and Operating Surplus to the most comparable measure under US GAAP.

 

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Period over Period Comparisons

For the Three Month Period ended September 30, 2016 compared to the Three Month Period ended September 30, 2015

Revenue:  Revenue for the three month period ended September 30, 2016 decreased by $0.3 million to $22.2 million, as compared to $22.5 million for the same period in 2015. Time Charter Equivalent (“TCE”) was $40,835 for the three month period ended September 30, 2016 and $45,432 for the three month period ended September 30, 2015. The decrease in TCE was mainly due to the decrease by $1.5 million of profit sharing recognized in relation to certain charters for the three month period ended September 30, 2016, as compared to the same period of 2015.

Time charter expenses:   Time charter expenses for the three month period ended September 30, 2016 were $0.4 million, as compared to $0.2 million for the three month period ended September 30, 2015.

Direct vessel expenses:   Direct vessel expenses, comprised of the amortization of dry dock and special survey costs, of certain vessels in our fleet amounted to $0.7 million for the three month period ended September 30, 2016, as compared to $0.4 million for the three month period ended September 30, 2015. The increase was due to certain vessels of our fleet having undergone drydocking and special survey.

Management fees:  Management fees amounted to $5.2 million for each of the three month periods ended September 30, 2016 and September 30, 2015. Navios Midstream fixed the fees for commercial and technical management services of the fleet, through December 31, 2018 at the current daily fee of $9,500 per VLCC, following the expiration of the previous fixed fee period. Drydocking expenses are reimbursed at cost.

General and administrative expenses:  Total general and administrative expenses for the three month period ended September 30, 2016 increased by $0.1 million to $0.9 million, as compared to $0.8 million for the three month period ended September 30, 2015. The expenses charged by the Manager for administrative services were $0.4 million for the three month period ended September 30, 2016 as compared to $0.3 million for the three month period ended September 30, 2015.

Depreciation and amortization:  Depreciation and amortization for each of the three month periods ended September 30, 2016 and September 30, 2015 amounted to $6.4 million. Depreciation of vessels is calculated using an estimated useful life of 25 years for the date the vessel was originally delivered from the shipyard. Intangible assets are amortized over the contract periods, which ranged from 6.34 to 15.00 years at inception.

Interest expense and finance cost:  Interest expense and finance cost amounted to $3.2 million for each of the three month periods ended September 30, 2016 and September 30, 2015. After the closing of the IPO on November 18, 2014, we entered into a loan agreement with Credit Suisse AG of up to $126.0 million, which was prepaid in June 2015. On June 18, 2015, Navios Midstream and Navios Maritime Midstream Partners Finance (US) Inc. (“Navios Finance”), as co-borrowers, completed the issuance of the $205.0 million Term Loan B (the “Term Loan B”). For each of the three month periods ended September 30, 2016 and 2015, the outstanding weighted average loan balance was $202.9 million and $205.0 million, respectively, and the weighted average interest rate was 5.50%.

 

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Operating surplus:   Navios Midstream generated operating surplus for the three month period ended September 30, 2016 of $9.3 million, as compared to $9.7 million for the three month period ended September 30, 2015. Operating Surplus is a non-GAAP financial measure used by certain investors to assist in evaluating a partnership’s ability to make quarterly cash distributions. (See “Reconciliation of EBITDA to Net Cash from Operating Activities, EBITDA, Operating Surplus and Available Cash for Distribution” contained herein).

For the Nine Month Period ended September 30, 2016 compared to the Nine Month Period ended September 30, 2015

Revenue:  Revenue for the nine month period ended September 30, 2016 increased by $11.5 million to $69.1 million, as compared to $57.5 million for the same period in 2015. The increase was due to the acquisition of the Nave Celeste and the C. Dream in June 2015 and an increase of $0.4 million in profit sharing recognized in relation to certain charters for the nine month period ended September 30, 2016, as compared to the same period of 2015. TCE was $43,295 for the nine month period ended September 30, 2016 and $45,917 for the nine month period ended September 30, 2015. The decrease in TCE was due to the lower average charter rate of the two VLCCs acquired in June 2015, compared to the existing fleet.

Time charter expenses:  Time charter expenses were $1.2 million for the nine month period ended September 30, 2016 and $0.6 million for the nine month period ended September 30, 2015.

Direct vessel expenses:  Direct vessel expenses, comprised of the amortization of dry dock and special survey costs, of certain vessels in our fleet amounted to $2.3 million for the nine month period ended September 30, 2016 and $1.0 million for the nine month period ended September 30, 2015. The increase was due to certain vessels of our fleet having undergone drydocking and special survey.

Management fees:   Management fees for the nine month period ended September 30, 2016 increased by approximately $3.2 million to $15.6 million, as compared to $12.4 million for the nine month period ended September 30, 2015, due to the acquisition of the Nave Celeste and the C. Dream in June 2015.

In October 2016, Navios Midstream amended its existing Management Agreement with the Manager, a wholly-owned subsidiary of Navios Holdings, to extend the fixed fee period for commercial and technical management services of its fleet, until December 31, 2018 at the current rate of $9,500 per day per VLCC, following the expiration of the current fixed fee period. Dry docking expenses are reimbursed at cost for all vessels.

General and administrative expenses:   Total general and administrative expenses for the nine month period ended September 30, 2016 increased by $0.6 million to $2.4 million, as compared to $1.8 million for the nine month period ended September 30, 2015, due to a $0.2 million increase in legal and professional fees and a $0.4 million increase in general and administrative expenses paid to the Manager. For the nine month period ended September 30, 2016, the expenses charged by Navios Maritime Holdings Inc. (“Navios Holdings”) for administrative services were $1.1 million compared to $0.7 million for the nine month period ended September 30, 2015.

Depreciation and amortization:  Depreciation and amortization for the nine month period ended September 30, 2016 amounted to $19.2 million as compared to $16.3 million for the nine month period ended September 30, 2015. The increase was due to the acquisition of the Nave Celeste and the C. Dream on June 18, 2015. Depreciation of vessels is calculated using an estimated useful life of 25 years for the date the vessel was originally delivered from the shipyard. Intangible assets are amortized over the contract periods, which ranged from 6.34 to 15.00 years at inception.

Interest expense and finance cost:  Interest expense and finance cost for the nine month period ended September 30, 2016 amounted to $9.6 million as compared to $7.6 million for the nine month period ended September 30, 2015. After the closing of the IPO on November 18, 2014, we entered into a loan agreement with Credit Suisse AG of up to $126.0 million, which was prepaid in June 2015. On June 18, 2015, Navios Midstream and Navios Finance, as co-borrowers, completed the issuance of the $205.0 million Term Loan B. As of September 30, 2016 and 2015, the outstanding weighted average loan balance was $203.5 million and $154.9 million, respectively, and the weighted average interest rate was 5.50% and 4.40% for each of the nine month periods ended September 30, 2016 and 2015, respectively.

Operating surplus:   Navios Midstream generated operating surplus for the nine month period ended September 30, 2016 of $30.6 million as compared to $29.5 million for the same period ended September 30, 2015. Operating Surplus is a non-GAAP financial measure used by certain investors to assist in evaluating a partnership’s ability to make quarterly cash distributions. (See “Reconciliation of EBITDA to Net Cash from Operating Activities, EBITDA, Operating Surplus and Available Cash for Distribution” contained herein).

 

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Liquidity and Capital Resources

Our primary short-term liquidity needs will be to fund general working capital requirements and drydocking expenditures, while our long-term liquidity needs are expected to primarily relate to expansion and investment capital expenditures and other maintenance capital expenditures and debt repayment. Expansion capital expenditures are primarily for the purchase or construction of vessels to the extent the expenditures increase the operating capacity of or revenue generated by our fleet, while maintenance capital expenditures primarily consist of drydocking expenditures and expenditures to replace vessels in order to maintain the operating capacity of or revenue generated by our fleet. We anticipate that our primary sources of funds for our short-term liquidity needs will be cash flows from operations and borrowings which we believe will be sufficient to meet our existing short-term liquidity needs for at least the next 12 months. Generally, our long-term sources of funds will be from cash from operations, long-term borrowings and other debt or equity financings. Please read the “Equity Transactions section for a discussion of our Sales Agreement. We expect that we will rely upon external financing sources, including bank and other borrowings, to fund acquisitions and expansion and investment capital expenditures. We cannot assure you that we will be able to secure adequate financing or obtain additional funds on favorable terms to meet our liquidity needs.

On July 29, 2016, Navios Midstream entered into a Sales Agreement with the Agent, pursuant to which Navios Midstream may issue and sell from time to time through the Agent common units representing limited partner interests having an aggregate offering price of up to $25.0 million. As of September 30, 2016, Navios Midstream issued 277,103 common units and received net proceeds of $3.4 million after deducting fees and expenses of $0.2 million. In connection with the issuance of the common units, Navios Midstream issued 5,655 general partnership units to its general partner in order to maintain its 2.0% general partner interest. The net proceeds from the issuance of the general partnership units were $0.1 million.

As of September 30, 2016, an amount of $202.4 million was outstanding under the Term Loan B. The weighted average interest rate for the nine month period ended September 30, 2016 was 5.50%.

As of September 30, 2016, there were outstanding: 9,619,795 common units, 9,342,692 subordinated units, 1,592,920 subordinated Series A units and 419,498 general partnership units.

Credit Facilities

Term Loan B:  On June 18, 2015, Navios Midstream and Navios Finance, as co-borrowers, completed the issuance of the $205.0 million Term Loan B. The Term Loan B is set to mature on June 18, 2020 and is repayable in equal quarterly installments of 0.25% of the initial principal amount of the Term Loan B, beginning on September 18, 2015, with a final payment of the aggregate principal amount of the Term Loan B, plus accrued and unpaid interest, due on maturity. The Term Loan B bears interest at LIBOR plus 4.50% per annum, is secured by first priority mortgages covering six vessels owned by subsidiaries of Navios Midstream, in addition to other collateral, and is guaranteed by such subsidiaries.

The Term Loan B requires maintenance of a loan to value ratio of no greater than 0.85 to 1.0 and a minimum interest coverage ratio of at least 3.75 to 1.0, and other restrictive covenants including restrictions on indebtedness, liens, acquisitions and investments, restricted payments and dispositions. The Term Loan B also provides for excess cash flow prepayments and customary events of default.

As of September 30, 2016, an amount of $202.4 million was outstanding under this facility. The weighted average interest rate for the nine month period ended September 30, 2016 was 5.50%.

As of September 30, 2016, Navios Midstream was in compliance with the covenants set forth in the Term Loan B.

 

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The following table presents cash flow information derived from the unaudited condensed consolidated statements of cash flows of Navios Midstream for the nine month periods ended September 30, 2016 and 2015.

 

     Nine Month
Period Ended
September 30,
2016
($’000)
(Unaudited)
     Nine Month
Period Ended
September 30,
2015
($’000)
(Unaudited)
 

Net cash provided by operating activities

   $ 36,219       $ 24,110   

Net cash used in investing activities

     (500      (72,252

Net cash (used in)/ provided by financing activities

     (24,325      48,610   

Increase in cash and cash equivalents

   $ 11,394       $ 468   

Cash provided by operating activities for the nine month period ended September 30, 2016 as compared to the nine month period ended September 30, 2015:

Net cash provided by operating activities increased by $12.1 million to $36.2 million for the nine month period ended September 30, 2016 as compared to $24.1 million for the same period in 2015. The $12.1 million increase is analyzed as follows:

The net income for the nine month period ended September 30, 2016 was $18.8 million compared to $17.9 million for the nine month period ended September 30, 2015. In determining net cash provided by operating activities for the nine month period ended September 30, 2016, net income was adjusted for the effect of depreciation and amortization of $19.2 million, $1.1 million for amortization of deferred financing cost and $2.3 million for the amortization of drydock and special survey costs. In determining net cash provided by operating activities for the nine month period ended September 30, 2015, net income was adjusted for the effect of depreciation and amortization of $16.3 million, amortization of deferred financing cost of $2.3 million and the amortization of drydock and special survey costs of $1.0 million.

Amounts due to related parties as of September 30, 2016 and December 31, 2015 were $0.5 million and $0.4 million, respectively, which represented amounts payable to related parties and which mainly consisted of voyage expenses of our vessels.

Amounts due from related parties as of September 30, 2016 and December 31, 2015 were $5.2 million and $2.8 million, respectively, which mainly related to payment of management fees.

Accounts receivable decreased by $3.3 million from $5.1 million for the year ended December 31, 2015 to $1.9 million as of September 30, 2016 due to the decrease in receivables from charterers.

Accounts payable increased by $1.7 million from $0.4 million for the year ended December 31, 2015 to $2.1 million for the nine month period ended September 30, 2016. This increase was attributable to the increase in voyage expenses payable by $1.3 million, in brokers expenses payable by $0.3 million, and in various expenses by $0.1 million.

Prepaid expenses and other current assets were $0.1 million for each of the periods ended September 30, 2016 and December 31, 2015.

Accrued expenses were $0.5 million and $0.7 million as of September 30, 2016 and December 31, 2015, respectively.

Deferred voyage revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as revenue over the voyage or charter period. Deferred voyage revenue amounted to $2.5 million for the nine month period ended September 30, 2016 as compared to $1.9 million for the year ended December 31, 2015.

Cash used in investing activities for the nine month period ended September 30, 2016 as compared to the nine month period ended September 30, 2015:

Cash used in investing activities was $0.5 million for the nine month period ended September 30, 2016 as compared to $72.3 million outflow for the same period in 2015. Net cash used in investing activities for each of the nine month periods ended September 30, 2016 and 2015 resulted from amounts paid for the acquisition of vessels.

 

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Cash used in financing activities for the nine month period ended September 30, 2016 as compared to the nine month period ended September 30, 2015:

Net cash used in financing activities for the nine month period ended September 30, 2016 was $24.3 million, compared to $48.6 million net cash provided by financing activities for the nine month period ended September 30, 2015. Net cash used in financing activities for the nine month period ended September 30, 2016 primarily resulted from: (a) $26.3 million of dividend paid; and (b) $1.5 million loan repayment, partially mitigated by: (i) $3.4 million proceeds from issuance of common units; and (ii) $0.1 million proceeds from issuance of general partner units. Net cash provided by financing activities for the nine month period ended September 30, 2015 primarily resulted from: (a) $198.1 million proceeds from long term debt, net of deferred finance costs and discount; and (b) $0.6 million proceeds from issuance of general partner units, partially mitigated by: (i) $126.5 million loan repayment; (ii) $3.3 million of IPO expenses; and (iii) $20.2 million of dividend paid.

Reconciliation of EBITDA to Net Cash from Operating Activities, EBITDA, Operating Surplus and Available Cash for Distribution

 

     Three Month
Period ended
September 30, 2016
($ ‘000)
(unaudited)
    Three Month
Period ended
September 30, 2015
($ ‘000)
(unaudited)
    Nine Month
Period ended
September 30, 2016
($ ‘000)
(unaudited)
    Nine Month
Period ended
September 30, 2015
($ ‘000)
(unaudited)
 

Net cash provided by operating activities

   $ 16,825      $ 6,393      $ 36,219      $ 24,110   

Net (decrease)/ increase in operating assets

     (2,061     7,252        4,869        10,187   

Net (increase)/ decrease in operating liabilities

     (1,851     (317     277        3,232   

Net interest cost

     3,125        3,238        9,496        7,601   

Amortization of deferred finance cost and bond premium

     (355     (357     (1,056     (2,321

EBITDA

   $ 15,683      $ 16,209      $ 49,805      $ 42,809   

Cash interest paid

   $ (2,853   $ (2,881   $ (8,613   $ (5,256

Cash interest income

     82        —         151        —    

Maintenance and replacement capital expenditures

   $ (3,581   $ (3,591   $ (10,741   $ (8,093

Operating Surplus

   $ 9,331      $ 9,737      $ 30,602      $ 29,460   

Cash distribution paid relating to the first six months

     —         —         (17,485     (16,401

Cash reserves

   $ (469   $ (995   $ (4,255   $ (4,317

Available cash for distribution

   $ 8,862      $ 8,742      $ 8,862      $ 8,742   
     Three Month
Period ended
September 30, 2016
($ ‘000)
(unaudited)
    Three Month
Period ended
September 30, 2015
($ ‘000)
(unaudited)
    Nine Month
Period ended
September 30, 2016
($ ‘000)
(unaudited)
    Nine Month
Period ended
September 30, 2015
($ ‘000)
(unaudited)
 

Net cash provided by operating activities

   $ 16,825      $ 6,393      $ 36,219      $ 24,110   

Net cash used in investing activities

   $ —       $ —       $ (500   $ (72,252

Net cash (used in) / provided by financing activities

   $ (5,816   $ (9,473   $ (24,325   $ 48,610   

 

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EBITDA

EBITDA represents net income before interest and finance costs, before depreciation and amortization and income taxes. We use EBITDA as a liquidity measure and reconcile EBITDA to net cash provided by/ (used in) operating activities, the most comparable U.S. GAAP liquidity measure. EBITDA in this document is calculated as follows: net cash provided by/(used in) operating activities adding back, when applicable and as the case may be, the effect of (i) net increase/(decrease) in operating assets, (ii) net (increase)/decrease in operating liabilities, (iii) net interest cost, (iv) amortization of deferred finance charges and other related expenses, (v) provision for losses on accounts receivable, (vi) equity in affiliates, net of dividends received, (vii) payments for drydock and special survey costs, (viii) gain/(loss) on sale of assets/subsidiaries, and (ix) impairment charges. Navios Midstream believes that EBITDA is the basis upon which liquidity can be assessed and presents useful information to investors regarding Navios Midstream’s ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and make cash distributions. Navios Midstream also believes that EBITDA is used (i) by potential lenders to evaluate potential transactions; (ii) to evaluate and price potential acquisition candidates; and (iii) by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for the analysis of Navios Midstream’s results as reported under U.S. 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. 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 Midstream’s performance. Furthermore, our calculation of EBITDA may not be comparable to that reported by other companies due to differences in methods of calculation.

EBITDA represents net income plus interest and finance costs plus depreciation and amortization including accelerated amortization of time charters and income taxes.

EBITDA is presented because Navios Midstream believes that EBITDA is a basis upon which liquidity can be assessed and presents useful information to investors regarding Navios Midstream’s ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and pay dividends. EBITDA is a “non-GAAP financial measure” and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity.

While EBITDA is frequently used as a measure of operating results and the ability to meet debt service requirements, the definition of EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation.

EBITDA decreased by approximately $0.5 million to $15.7 million for the three month period ended September 30, 2016, as compared to $16.2 million for the same period in 2015. The decrease in EBITDA was due to a: (a) $0.3 million decrease in revenue; (b) $0.2 million increase in time charter expenses; and (c) $0.1 million increase in general and administrative expenses.

EBITDA increased by approximately $7.0 million to $49.8 million for the nine month period ended September 30, 2016, as compared to $42.8 million for the same period in 2015. The increase in EBITDA was mainly due to an $11.5 million increase in revenue. The above increase was partially mitigated by a: (a) $3.2 million increase in management fees; (b) $0.6 million increase in general and administrative expenses; (c) $0.5 million increase in time charter expenses; and (d) $0.1 million increase in other (expense)/ income, net.

Operating Surplus

Operating Surplus represents net income adjusted for depreciation and amortization expense, non-cash interest expense and estimated maintenance and replacement capital expenditures. Maintenance and replacement capital expenditures are those capital expenditures required to maintain over the long term the operating capacity of, or the revenue generated by, Navios Midstream’s capital assets.

Operating Surplus is a quantitative measure used in the publicly-traded partnership investment community to assist in evaluating a partnership’s ability to make quarterly cash distributions. Operating Surplus is not required by accounting principles generally accepted in the United States and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity.

 

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Available Cash

Available Cash generally means, for each fiscal quarter, all cash on hand at the end of the quarter:

 

    less the amount of cash reserves established by the Board of Directors to:

 

    provide for the proper conduct of Navios Midstream’s business (including reserve for maintenance and replacement capital expenditures);

 

    comply with applicable law, any of Navios Midstream’s debt instruments, or other agreements; or

 

    provide funds for distributions to the unitholders and to the general partner for any one or more of the next four quarters;

 

    plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under any revolving credit or similar agreement used solely for working capital purposes or to pay distributions to partners.

Available Cash is a quantitative measure used in the publicly traded partnership investment community to assist in evaluating a partnership’s ability to make quarterly cash distributions. Available Cash is not required by accounting principles generally accepted in the United States and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity.

Borrowings

Navios Midstream’s long-term third party borrowings are reflected in its balance sheet as “Long-term debt, net of deferred finance costs and discount.” As of September 30, 2016, the loan balance outstanding amounted to $202.4 million under the Term Loan B, discussed above. As of December 31, 2015, the loan balance outstanding amounted to $204.0 million under the Term Loan B. The current portion of long-term debt amounted to $2.1 million for each of the nine month period ended September 30, 2016 and the year ended December 31, 2015.

Capital Expenditures

Maintenance for our vessels and expenses related to drydocking are paid to our Manager at cost under the Management Agreement.

Maintenance and replacement capital expenditures

Our partnership agreement requires our Board of Directors to deduct from operating surplus each quarter estimated maintenance and replacement capital expenditures, as opposed to actual maintenance and replacement capital expenditures, in order to reduce disparities in operating surplus caused by fluctuating maintenance and replacement capital expenditures, such as drydocking and vessel replacement. The actual cost of replacing the vessels in our fleet will depend on a number of factors, including prevailing market conditions, hire rates and the availability and cost of financing at the time of replacement. Our Board of Directors, with the approval of the conflicts committee, may determine that one or more of our assumptions should be revised, which could cause our Board of Directors to increase the amount of estimated maintenance and replacement capital expenditures. We may elect to finance some or all of our maintenance and replacement capital expenditures through the issuance of additional common units, which could be dilutive to our existing unitholders. We must make substantial capital expenditures to maintain the operating capacity of our fleet, which will reduce cash available for distribution. In addition, each quarter we are required to deduct estimated maintenance and replacement capital expenditures from operating surplus, which may result in less cash available to unitholders than if actual maintenance and replacement capital expenditures were deducted.

Maintenance Capital Expenditures . Our initial annual estimated drydocking capital expenditure reserve is expected to be $2.3 million. The estimation is based on assumptions and estimates regarding the remaining useful lives of the vessels, a relative net investment rate, and drydocking and special survey costs based on current industry data.

 

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Replacement Capital Expenditures . Because of the substantial capital expenditures we are required to make to maintain our fleet over time, our initial annual estimated replacement capital expenditures for estimating maintenance and replacement capital expenditures is expected to be $12.0 million per year, for replacing vessels at the end of their useful lives. The future vessel replacement is based on assumptions and estimates regarding the remaining useful lives of the vessels, a relative net investment rate, vessel replacement values based on current market conditions and residual value of the vessels at the end of their useful lives based on current steel prices.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

F. Contractual Obligations and Contingencies

The following table summarizes our long-term contractual obligations as of September 30, 2016:

 

     Payments due by period
(Unaudited)
 
     Less than
  1 year  
       1-3 years          3-5 years        More than
  5 years  
     Total  
     (In thousands of U.S. dollars)  

Loan obligations (1), (2)

   $ 2,050       $ 4,100       $ 196,288       $ —        $ 202,438   

Total contractual obligations

   $ 2,050       $ 4,100       $ 196,288       $ —        $ 202,438   

 

(1) The amount identified does not include interest costs associated with the outstanding Term Loan B, which are based on LIBOR, plus the costs of complying with any applicable regulatory requirements and a margin of 4.50% per annum.
(2) The amount identified excludes the discount associated with the outstanding Term Loan B.

Fleet Employment Profile

Set forth below are selected historical and statistical data of our fleet for each of the three and nine month periods ended September 30, 2016 and September 30, 2015 that we believe may be useful in better understanding our fleet’s financial position and results of operations.

 

     Three Month
Period ended
September 30, 2016
(unaudited)
    Three Month
Period ended
September 30, 2015
(unaudited)
    Nine Month
Period ended
September 30, 2016
(unaudited)
    Nine Month
Period ended
September 30, 2015
(unaudited)
 

FLEET DATA

        

Available days (1)

     534        489        1,568        1,239   

Operating days (2)

     531        488        1,562        1,238   

Fleet utilization (3)

     99.6     99.8     99.6     99.9

Vessels operating at period end

     6        6        6        6   

AVERAGE DAILY RESULTS

        

Time Charter Equivalent per day (4)

   $ 40,835      $ 45,432      $ 43,295      $ 45,917   

 

(1 ) Available days:  total calendar days the vessels were in Navios Midstream’s possession for the relevant period after subtracting off-hire days associated with major repairs, drydocking 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) Operating days:  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:  the percentage of time that the Navios Midstream’s vessels were available for generating revenue, 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 company’s efficiency in finding suitable employment for its vessels.
(4) Time Charter Equivalent:  (“TCE”): time charter revenues less time charter expenses during a relevant period divided by the number of available days during the period.

Cash Distribution Policy

Rationale for Our Cash Distribution Policy

Our cash distribution policy reflects a basic judgment that our unitholders will be better served by our distributing our cash available (after deducting expenses, including estimated maintenance and replacement capital expenditures and reserves) rather than retaining it. Because we believe we will generally finance any expansion capital expenditures from external financing sources, we believe that our investors are best served by our distributing all of our available cash. Our cash distribution policy is consistent with the terms of our partnership agreement, which requires that we distribute all of our available cash quarterly (after deducting expenses, including estimated maintenance and replacement capital expenditures and reserves).

Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy

There is no guarantee that unitholders will receive quarterly distributions from us. Our distribution policy is subject to certain restrictions and may be changed at any time.

Our ability to make distributions to our unitholders depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, the provisions of existing and future indebtedness, applicable partnership and limited liability company laws and other laws and regulations.

Minimum Quarterly Distribution

The amount of the minimum quarterly distribution is $0.4125 per unit, or $1.65 per unit per year. The amount of available cash from operating surplus, which we also refer to as cash available for distributions, needed to pay the minimum quarterly distribution on all of the common units and subordinated units and the 2.0% general partner interest to be outstanding as of September 30, 2016 for one quarter and for four quarters will be approximately:

 

     Number
of
Units
     Distributions  
      One
Quarter
     Four
Quarters
 

Common units

     9,619,795       $ 3,968,165       $ 15,872,662   

Subordinated Series A units

     1,592,920         657,080         2,628,318   

Subordinated units

     9,342,692         3,853,860         15,415,442   

General Partner interest (1)

     419,498         173,043         692,172   

Total

     20,974,905       $ 8,652,148       $ 34,608,593   

 

(1) The number of general partner units is determined by multiplying the total number of units deemed to be outstanding (i.e., the total number of common and subordinated units outstanding divided by 98.0%) by the general partner’s 2.0% general partner interest.

During the subordination period, before we make any quarterly distributions to subordinated unitholders, our common unitholders are entitled to receive payment of the full minimum quarterly distribution plus any arrearages in distributions from prior quarters. The amount of the minimum quarterly distribution is $0.4125 per unit, or $1.65 per unit per year. We cannot guarantee, however, that we will pay the minimum quarterly distribution or any amount on the common units in any quarter.

In general, our general partner is entitled to 2.0% of all distributions that we make prior to our liquidation. The general partner’s initial 2.0% interest in these distributions, however, may be reduced if we issue additional units in the future and our general partner does not contribute a proportionate amount of capital to us to maintain its initial 2.0% general partner interest. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its current general partner interest.

 

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On January 22, 2016, the Board of Directors of Navios Midstream authorized its quarterly cash distribution for the three month period ended December 31, 2015 of $0.4225 per unit. The distribution was paid on February 12, 2016 to all holders of record of common, subordinated, subordinated Series A units and general partner units on February 9, 2016. The aggregate amount of the distribution paid was $8.7 million.

On April 21, 2016, the Board of Directors of Navios Midstream authorized its quarterly cash distribution for the three month period ended March 31, 2016 of $0.4225 per unit. The distribution was paid on May 12, 2016 to all holders of record of common, subordinated, subordinated Series A units and general partner units on May 6, 2016. The aggregate amount of the distribution paid was $8.7 million.

On July 21, 2016, the Board of Directors of Navios Midstream authorized its quarterly cash distribution for the three month period ended June 30, 2016 of $0.4225 per unit. The distribution was paid on August 12, 2016 to all holders of record of common, subordinated, subordinated Series A units and general partner units on August 10, 2016. The aggregate amount of the distribution paid was $8.8 million.

On October 17, 2016, the Board of Directors of Navios Midstream authorized its quarterly cash distribution for the three month period ended September 30, 2016 of $0.4225 per unit. The distribution is payable on November 10, 2016 to all holders of record of common, subordinated, subordinated Series A Units and general partner units on November 8, 2016. The aggregate amount of the declared distribution is anticipated to be $8.9 million.

Incentive Distribution Rights

Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. Our general partner currently holds the incentive distribution rights, but may transfer these rights separately from its general partner interest, subject to restrictions in the partnership agreement.

The following table illustrates the percentage allocations of the additional available cash from operating surplus among the unitholders and our general partner up to the various target distribution levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of the unitholders and our general partner in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Target Amount,” until available cash from operating surplus we distribute reaches the next target distribution level, if any. The percentage interests shown for the unitholders and our general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests shown for our general partner assume that our general partner maintains its 2.0% general partner interest and assume our general partner has not transferred the incentive distribution rights.

 

     Total Quarterly
Distribution
Total Amount
     Marginal Percentage
Interest
in Distributions
 
      Unitholders     General
Partner
    Holders of
IDRs
 

Minimum Quarterly Distribution

   $      0.4125         98.0     2.0     0

First Target Distribution

   up to $      0.4744         98.0     2.0     0

Second Target Distribution

   above $      0.4744         85.0     2.0     13.0
   up to $      0.5156          

Third Target Distribution

   above $      0.5156         75.0     2.0     23.0
   up to $      0.6188          

Thereafter

   above $      0.6188         50.0     2.0     48.0

Related Party Transactions

Management fees: On November 18, 2014, Navios Midstream entered into the Management Agreement with the Manager pursuant to which the Manager provides commercial and technical management services to Navios Midstream’s vessels for a daily fee of $9,500 per VLCC tanker vessel for the first two years, until November 18, 2016.

 

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In October 2016, Navios Midstream amended its existing Management Agreement with the Manager, a wholly-owned subsidiary of Navios Holdings, to extend the fixed fee period for commercial and technical management services of its fleet, until December 31, 2018 at the current rate of $9,500 per day per VLCC, following the expiration of the current fixed fee period. Dry docking expenses are reimbursed at cost for all vessels.

Total management fees for each of the three and nine month periods ended September 30, 2016 amounted to $5.2 million and $15.6 million, respectively. Total management fees for each of the three and nine month periods ended September 30, 2015 amounted to $5.2 million and $12.4 million, respectively.

General and administrative expenses: On November 18, 2014, Navios Midstream entered into the Administrative Services Agreement with the Manager, expiring on November 18, 2019, pursuant to which the Manager provides certain administrative management services to Navios Midstream which include: bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other services. The Manager is reimbursed for reasonable costs and expenses.

For each of the three and nine month periods ended September 30, 2016, the expense arising from the administrative services rendered by the Manager to the Company’s vessels amounted to $0.4 million and $1.1 million, respectively. For each of the three and nine month periods ended September 30, 2015, the expense arising from the administrative services rendered by the Manager to the Company’s vessels amounted to $0.3 million and $0.7 million, respectively.

Balances due from/ to related parties:  Balances due from/ to related parties relate to amounts from/ to Navios Acquisition and its subsidiaries, as well as Navios Holdings.

Amounts due from related parties as of September 30, 2016 and as of December 31, 2015, were $5.2 million and $2.8 million, respectively, which mainly related to payments of special survey expenses and management fees.

Amounts due to Navios Acquisition as of September 30, 2016 were $0.4 million ($0.3 million as of December 31, 2015) which represents the current accounts payable to Navios Acquisition in relation to voyage expenses of the vessels. Amounts due to Navios Holdings as of September 30, 2016 were $0.1 ($0.1 million as of December 31, 2015).

Omnibus Agreement: On November 18, 2014, Navios Midstream entered into an omnibus agreement, with Navios Acquisition, Navios Holdings and Navios Maritime Partners L.P. (“Navios Partners”) in connection with the Navios Midstream IPO, pursuant to which Navios Acquisition, Navios Holdings, Navios Partners and their controlled affiliates generally have agreed not to acquire or own any VLCCs, crude oil tankers, refined petroleum product tankers, LPG tankers or chemical tankers under time charters of five or more years. The omnibus agreement contains significant exceptions that will allow Navios Acquisition, Navios Holdings, Navios Partners or any of their controlled affiliates to compete with Navios Midstream under specified circumstances.

Under the omnibus agreement, Navios Midstream and its subsidiaries granted to Navios Acquisition a right of first offer on any proposed sale, transfer or other disposition of any of its VLCCs or any crude oil tankers, refined petroleum product tankers, LPG tankers or chemical tankers and related charters owned or acquired by Navios Midstream. Likewise, Navios Acquisition granted a similar right of first offer to Navios Midstream for any of the VLCCs, crude oil tanker, refined petroleum product tanker, LPG tanker or chemical tanker under charter for five or more years it might own. These rights of first offer will not apply to a (a) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any charter or other agreement with a charter party or (b) merger with or into, or sale of substantially all of the assets to, an unaffiliated third-party.

Backstop Agreements: On November 18, 2014, Navios Acquisition entered into backstop agreements with Navios Midstream. In accordance with the terms of the backstop agreements, Navios Acquisition has provided a backstop commitment to charter-in the Shinyo Ocean and the Shinyo Kannika for a two-year period as of their scheduled redelivery at the currently contracted rate if the market charter rate is lower than the currently contracted rate. Further, Navios Acquisition has provided a backstop commitment to charter-in the Nave Celeste for a two-year period as of its scheduled redelivery, at the net time charter-out rate per day (net of commissions) of $35,000 if the market charter rate is lower than the charter-out rate of $35,000. Navios Acquisition has also provided a backstop commitment to charter-in the option vessels, the Nave Galactic and the Nave Quasar for a four-year period as of their scheduled redelivery, at the net time charter-out rate per day (net of commissions) of $35,000 if the market charter rate is lower than the charter-out rate of $35,000. Conversely, if market charter rates are higher during the backstop period, such vessels will be chartered out to third-party charterers at prevailing market rates and Navios Acquisition’s backstop commitment will not be triggered. The backstop commitment does not include any profit sharing.

 

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General Partner Option Agreement:  Navios Holdings has a ten-year option to purchase a minimum of 25% of the general partner interest held by the general partner, the incentive distribution rights held by the general partner and/or the membership interests in the general partner from Navios Acquisition, each at fair market value. The option expires on November 18, 2024.

Option Vessels:  On November 18, 2014, Navios Midstream entered into a share purchase agreement with Navios Acquisition, pursuant to which Navios Midstream has options, that are exercisable through November 18, 2016, to acquire the capital stock of up to seven vessel-owning subsidiaries of Navios Acquisition that own seven VLCC vessels and the related time charters. In June 2015, Navios Midstream exercised its option and acquired two of the seven vessels, the Nave Celeste and the C. Dream, and holds options to acquire the capital stock for five additional vessel-owning subsidiaries of Navios Acquisition. In October 2016, Navios Acquisition extended the options for the Buena Suerte, the Nave Neutrino and the Nave Electron for an additional two-year period expiring on November 18, 2018.

Quantitative and Qualitative Disclosures about Market Risks

Foreign Exchange Risk

Our functional and reporting currency is the U.S. dollar. We engage in worldwide commerce with a variety of entities. Although our operations may expose us to certain levels of foreign currency risk, our transactions are predominantly U.S. dollar denominated. Transactions in currencies other than U.S. dollar are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated, are recognized. Expenses incurred in foreign currencies against which the U.S. Dollar falls in value can increase thereby decreasing our income or vice versa if the U.S. dollar increases in value.

Interest Rate Risk

Borrowings under our credit facility bear interest at rates based on a premium over U.S. $ LIBOR except for the interest rate on the Notes which is fixed. Therefore, we are exposed to the risk that our interest expense may increase if interest rates rise. For the nine month period ended September 30, 2016, we paid interest on our outstanding debt at a weighted average interest rate of 5.50%. A 1% increase in LIBOR would have increased our interest expense for the nine month period ended September 30, 2016 by $1.5 million. For the nine month period ended September 30, 2015, we paid interest on our outstanding debt at a weighted average interest rate of 4.40%.

Concentration of Credit Risk

Financial instruments, which potentially subject us to significant concentrations of credit risk, consist principally of trade accounts receivable. We closely monitor our exposure to customers for credit risk. We have policies in place to ensure that we trade with customers with an appropriate credit history. For the nine month period ended September 30, 2016, customers representing 10% or more of total revenue were Dalian Ocean Shipping Co. Ltd., SK Shipping Company Limited and Formosa and Petrochemical Corporation, which accounted for 69.9%, 15.8% and 14.3%, respectively, of our revenue.

For the year ended December 31, 2015, these three customers accounted for 75.6%, 6.1% and 18.3%, respectively, of our revenue.

Inflation

Inflation has had a minimal impact on vessel operating expenses and general and administrative expenses. Our management does not consider inflation to be a significant risk to direct expenses in the current and foreseeable economic environment.

Critical Accounting Policies

Our interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates in the application of our accounting policies based on the best assumptions, judgments and opinions of management. Following is a discussion of the accounting policies that involve a higher degree of judgment and the methods of their application that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

 

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Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. For a description of all of our significant accounting policies, see Note 2 to the Notes to the consolidated financial statements, included in the annual report on Form 20-F for the year ended December 31, 2015.

Exhibit List

 

Exhibit

Number

    
10.1    First Amendment, dated October 17, 2016, to the Management Agreement between Navios Maritime Midstream Partners L.P. and Navios Tankers Management Inc.*
10.2    First Amendment, dated October 25, 2016, to the Share Purchase Agreement between Navios Maritime Midstream Partners L.P. and Aegean Sea Maritime Holdings Inc.*

 

* Filed herewith.

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

 

CONDENSED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2016 (UNAUDITED) AND DECEMBER 31, 2015

     F-2   

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2016 AND 2015

     F-3   

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2016 AND 2015

     F-4   

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2016 AND 2015

     F-5   

CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

     F-6   

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of U.S. dollars except unit amounts)

 

     Notes      September 30,
2016
     December 31,
2015
 

ASSETS

        

Current assets

        

Cash and cash equivalents

     3       $ 49,228       $ 37,834   

Accounts receivable, net

        1,852         5,110   

Prepaid expenses and other current assets

        126         112   

Due from related parties

     8         5,206         2,804   

Total current assets

        56,412         45,860   

Vessels, net

     4         384,000         400,192   

Intangible assets

     5         25,986         28,450   

Deferred dry dock and special survey costs, net

        11,866         6,066   

Total non-current assets

        421,852         434,708   

Total assets

      $ 478,264       $ 480,568   

LIABILITIES AND PARTNERS’ CAPITAL

        

Current liabilities

        

Accounts payable

      $ 2,091       $ 412   

Accrued expenses

        519         654   

Due to related parties

     8         456         438   

Deferred revenue

        2,494         1,931   

Current portion of long-term debt, net of deferred finance costs and discount

     6         658         643   

Total current liabilities

        6,218         4,078   

Long-term debt, net of deferred finance costs and discount

     6         196,678         197,176   

Total non-current liabilities

        196,678         197,176   

Total liabilities

      $ 202,896       $ 201,254   

Commitments and contingencies

     9         —          —    

Total Partners’ capital

        

Common Unitholders (9,619,795 units and 9,342,692 units issued and outstanding at September 30, 2016 and December 31, 2015, respectively)

        126,363         126,317   

Subordinated Series A Unitholders (1,592,920 units issued and outstanding at September 30, 2016 and December 31, 2015)

        26,808         27,379   

Subordinated Unitholders (9,342,692 units issued and outstanding at September 30, 2016 and December 31, 2015)

        116,811         120,154   

General Partner (419,498 units and 413,843 units issued and outstanding at September 30, 2016 and December 31, 2015, respectively)

        5,386         5,464   

Partners’ capital

        275,368         279,314   

Total liabilities and Partners’ capital

      $ 478,264       $ 480,568   

See unaudited condensed notes to the condensed consolidated financial statements.

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Expressed in thousands of U.S. Dollars, except unit and per unit data)

 

     Notes      Three Month
Period ended
September 30, 2016
(unaudited)
    Three Month
Period ended
September 30, 2015
(unaudited)
    Nine Month
Period ended
September 30, 2016
(unaudited)
    Nine Month
Period ended
September 30, 2015
(unaudited)
 

Revenue

      $ 22,209      $ 22,473      $ 69,053      $ 57,526   

Time charter expenses

        (412     (247     (1,161     (624

Direct vessel expenses

        (724     (373     (2,312     (951

Management fees (entirely through related party transactions)

     8         (5,244     (5,244     (15,618     (12,369

General and administrative expenses

     8         (866     (773     (2,416     (1,790

Depreciation and amortization

     4, 5         (6,377     (6,366     (19,156     (16,319

Interest expenses and finance cost

     6         (3,207     (3,238     (9,647     (7,601

Interest income

        82        —         151        —    

Other (expense)/ income, net

        (4     —         (53     66   

Net income

      $ 5,457      $ 6,232      $ 18,841      $ 17,938   

Earnings attributable to:

           

Common unit holders

      $ 2,480      $ 2,814      $ 8,523      $ 8,342   

Subordinated Series A unit holders

      $ 418      $ 480      $ 1,448      $ 895   

Subordinated unit holders

      $ 2,455      $ 2,814      $ 8,498      $ 8,342   

General Partner

      $ 104      $ 124      $ 372      $ 359   

Earnings per unit (basic and diluted)

           

Common unitholders:

      $ 0.26      $ 0.30      $ 0.91      $ 0.89   

Subordinated Series A unitholders:

      $ 0.26      $ 0.30      $ 0.91      $ 1.46   

Subordinated unitholders:

      $ 0.26      $ 0.30      $ 0.91      $ 0.89   

General Partner:

      $ 0.26      $ 0.30      $ 0.91      $ 0.91   

See unaudited condensed notes to the condensed consolidated financial statements.

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of U.S. Dollars)

 

     Notes      Nine Month
Period Ended
September 30,
2016
(unaudited)
    Nine Month
Period Ended
September 30,
2015
(unaudited)
 

OPERATING ACTIVITIES

       

Net income

      $ 18,841      $ 17,938   

Adjustments to reconcile net income to net cash provided by operating activities:

       

Depreciation and amortization

     4,5         19,156        16,319   

Amortization of deferred finance fees and bond premium

        1,056        2,321   

Amortization of dry dock and special survey costs

        2,312        951   

Changes in operating assets and liabilities:

       

(Increase)/ decrease in prepaid expenses and other current assets

        (14     168   

Payment for Drydocking

        (8,113     (5,638

Decrease/ (increase) in accounts receivable

        3,258        (4,717

Increase in accounts payable

        1,679        484   

Decrease in accrued expenses

        (135     (1,098

(Increase) in due from/ to related parties

     8         (2,384     (2,611

Increase/ (decrease) in deferred revenue

        563        (7

Net cash provided by operating activities

      $ 36,219      $ 24,110   

INVESTING ACTIVITIES

       

Acquisition of vessels

        (500     (72,252

Net cash used in investing activities

      $ (500   $ (72,252

FINANCING ACTIVITIES

       

Proceeds from Long term debt, net of deferred finance costs and discount

        —         198,081   

Loan repayment

        (1,538     (126,513

IPO expenses

        —         (3,347

Dividend paid

        (26,295     (20,162

Proceeds from issuance of general partner units

        75       551   

Proceeds from issuance of common units

        3,433        —    

Net cash (used in)/ provided by financing activities

      $ (24,325   $ 48,610   

Net increase in cash and cash equivalents

        11,394        468   

Cash and cash equivalents, beginning of year

      $ 37,834      $ 30,877   

Cash and cash equivalents, end of year

      $ 49,228      $ 31,345   

Supplemental disclosures of cash flow information

       

Cash interest paid

      $ 8,613      $ 5,256   

See unaudited condensed notes to the condensed consolidated financial statements.

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(Expressed in thousands of U.S. Dollars except unit data)

 

                Limited Partners     Subordinated     Total
 
    General Partner     Common
Unitholders
    Subordinated
Unitholders
    Series A
Unitholders
    Partners’
Capital
 
    Units     $     Units     $     Units     $     Units     $     $  

Consolidated Balance December 31, 2014

    381,334      $ 4,947        9,342,692      $ 127,350        9,342,692      $ 121,187        —       $ —       $ 253,484   

Net Income

    —       $ 359        —       $ 8,342        —       $ 8,342        —       $ 895      $ 17,938   

Issuance of subordinated Series A Units and general partner units

    32,509      $ 551        —       $ —         —       $ —         1,592,920      $ 27,111      $ 27,662   

Cash distribution

    —       $ (403     —       $ (9,551     —       $ (9,551     —       $ (657   $ (20,162

Consolidated Balance
September 30, 2015

    413,843      $ 5,454        9,342,692      $ 126,141        9,342,692      $ 119,978        1,592,920      $ 27,349      $ 278,922   

Consolidated Balance December 31, 2015

    413,843      $ 5,464        9,342,692      $ 126,317        9,342,692      $ 120,154        1,592,920     $ 27,379      $ 279,314   

Net Income

    —       $ 372        —       $ 8,523        —       $ 8,498        —       $ 1,448        18,841   

Equity offering

    5,655      $ 75        277,103      $ 3,433        —       $ —         —       $ —         3,508   

Cash distribution

    —       $ (525     —       $ (11,910     —       $ (11,841     —       $ (2,019     (26,295

Consolidated Balance
September 30, 2016

    419,498      $ 5,386        9,619,795      $ 126,363        9,342,692      $ 116,811        1,592,920     $ 26,808        275,368   

See unaudited condensed notes to the condensed consolidated financial statements.

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

UNAUDITED CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars except unit and per unit data)

NOTE 1: DESCRIPTION OF BUSINESS

Navios Maritime Midstream Partners L.P. (“Navios Midstream”, the “Company” or the “Partnership”) (NYSE: NAP), was formed in The Republic of the Marshall Islands on October 13, 2014. Navios Maritime Midstream Partners GP LLC (the “General Partner”), a Marshall Islands limited liability company and wholly-owned subsidiary of Navios Maritime Acquisition Corporation (“Navios Acquisition”), was also formed on that date to act as the General Partner of Navios Midstream and receive a 2.0% general partner interest.

In connection with the initial public offering (“IPO”) of Navios Midstream in November 2014, Navios Midstream acquired all of the outstanding shares of capital stock of four of Navios Acquisition’s vessel-owning subsidiaries (Shinyo Ocean Limited, Shinyo Kannika Limited, Shinyo Kieran Limited and Shinyo Saowalak Limited) in exchange for: (i) all of the estimated net proceeds from the IPO amounting to $110,403; (ii) $104,451 of the $126,000 borrowings under Navios Midstream’s new credit facility; (iii) 9,342,692 subordinated units and 1,242,692 common units; and (iv) 381,334 general partner units, representing a 2.0% general partner interest in Navios Midstream, and all of the incentive distribution rights in Navios Midstream, to our General Partner.

On or prior to the closing of the IPO, Navios Midstream entered into the following agreements: a) a share purchase agreement with Navios Acquisition pursuant to which Navios Midstream will have options, exercisable at any time during a two-year period until November 18, 2016, to acquire the capital stock of up to seven of its subsidiaries that own seven VLCCs and the related time charters; b) a management agreement (the “Management Agreement”) with Navios Tankers Management Inc. (the “Manager”), a subsidiary of Navios Maritime Holdings Inc. (“Navios Holdings”), pursuant to which the Manager provides Navios Midstream commercial and technical management services; c) an administrative services agreement (the “Administrative Services Agreement”) with the Manager pursuant to which the Manager provides Navios Midstream administrative services; and d) an omnibus agreement with Navios Holdings, Navios Acquisition, Navios Maritime Partners L.P. (“Navios Partners”) and the General Partner governing, among other things, when Navios Midstream, Navios Holdings, Navios Acquisition and Navios Partners may compete against each other as well as rights of first offer on VLCCs, crude oil tankers, refined petroleum product tankers, chemical tankers and LPG tankers.

In June 2015, Navios Midstream exercised its option to acquire the shares of the vessel-owning subsidiaries of the Nave Celeste and the C. Dream from Navios Acquisition for an aggregate purchase price of $100,000. The aggregate purchase price consisted of 1,592,920 subordinated Series A Units, issued to Navios Acquisition, and $73,000 cash consideration. The rights and terms of the subordinated Series A Units are substantially similar to those of the subordinated units in terms of rights such as voting and distributions; provided, however, the subordinated Series A Units are senior in preference in liquidation to the subordinated units and unlike the subordinated units that convert at the end of the subordination period (as such period is determined pursuant to the partnership agreement), all of the outstanding subordinated Series A Units will automatically convert into common units on a one-for-one basis on the earlier of (i) June 18, 2018, or (ii) the Liquidation Date, as defined in the partnership agreement.

Navios Midstream’s principal activity is to own, operate and acquire crude oil tankers under long-term employment contracts as well as refined petroleum product tankers, chemical tankers, and liquefied petroleum gas, or LPG, tankers under long-term employment contracts. The Company intends to charter the vessels under long-term employment contracts to international oil companies, refiners, and large vessel operators.

As of September 30, 2016, there were outstanding: 9,619,795 common units, 9,342,692 subordinated units, 1,592,920 subordinated Series A Units and 419,498 general partnership units. As of September 30, 2016, Navios Acquisition owned a 60.06% limited partner interest in Navios Midstream, which included a 2.0% general partner interest.

As of September 30, 2016, the Company owned six VLCC tanker vessels.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Basis of presentation: The accompanying interim condensed consolidated financial statements are unaudited, but, in the opinion of management, reflect all adjustments for a fair statement of Navios Midstream’s condensed consolidated financial position, statements of income and cash flows for the periods presented. Adjustments consist of normal, recurring entries. The yearend condensed balance sheet data was derived from audited financial statements, but does not include all disclosure required by accounting principles generally accepted in the United States of America (“GAAP”). The results of operations for the interim periods are not necessarily indicative of results for the full year. The footnotes are condensed as permitted by the requirements for interim

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

UNAUDITED CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars except unit and per unit data)

 

financial statements and accordingly, do not include information and disclosures required under GAAP for complete financial statements. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements and notes included in Navios Midstream’s 2015 Annual Report filed on Form 20-F with the Securities and Exchange Commission (“SEC”).

(b) Principles of consolidation: The accompanying interim condensed consolidated financial statements include the accounts of Navios Midstream, a Marshall Islands corporation, and its subsidiaries that are all 100% owned. All significant intercompany balances and transactions have been eliminated in the condensed consolidated statements.

As of September 30, 2016, the entities included in these condensed consolidated financial statements were:

 

Company name

   Vessel name    Country of
incorporation
   2016      2015  

Navios Maritime Midstream Operating LLC

   N/A    Marshall Islands      1/1-9/30         1/1-9/30   

Navios Maritime Midstream Partners L.P.

   N/A    Marshall Islands      1/1-9/30         1/1-9/30   

Navios Maritime Midstream Partners Finance (US) Inc.

   N/A    Delaware      1/1-9/30         6/4-9/30   

Shinyo Kannika Limited

   Shinyo Kannika    Hong Kong      1/1-9/30         1/1-9/30   

Shinyo Ocean Limited

   Shinyo Ocean    Hong Kong      1/1-9/30         1/1-9/30   

Shinyo Saowalak Limited

   Shinyo Saowalak    British Virgin Is.      1/1-9/30         1/1-9/30   

Shinyo Kieran Limited

   Shinyo Kieran    British Virgin Is.      1/1-9/30         1/1-9/30   

Shinyo Dream Limited

   C. Dream    Hong Kong      1/1-9/30         6/18-9/30   

Sikinos Shipping Corporation

   Nave Celeste    Marshall Islands      1/1-9/30         6/18-9/30   

NOTE 3: CASH AND CASH EQUIVALENTS

Cash and cash equivalents consisted of the following:

 

     September 30, 2016      December 31, 2015  

Cash at banks

   $ 46,227       $ 37,719   

Short-term deposits

     3,001         115   

Total cash and cash equivalents

   $ 49,228       $ 37,834   

The bank accounts are legally owned by the entities referenced in Note 1.

Cash deposits and cash equivalents in excess of amounts covered by government-provided insurance are exposed to loss in the event of non-performance by financial institutions. The Company does maintain cash deposits and equivalents in excess of government-provided insurance limits. The Company also minimizes exposure to credit risk by dealing with a diversified group of major financial institutions.

NOTE 4: VESSELS, NET

 

     Cost      Accumulated
Depreciation
     Net Book
Value
 

Balance at December 31, 2014

   $ 387,777       $ (67,548    $ 320,229   

Additions

     99,363         (19,400      79,963   

Balance at December 31, 2015

   $ 487,140       $ (86,948    $ 400,192   

Additions

     500         (16,692      (16,192

Balance at September 30, 2016

   $ 487,640       $ (103,640    $ 384,000   

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

UNAUDITED CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars except unit and per unit data)

 

In June 2015, Navios Midstream exercised its option to acquire the shares of the vessel-owning subsidiaries of the Nave Celeste and the C. Dream from Navios Acquisition for an aggregate purchase price of $100,000. The aggregate purchase price consisted of the issuance of 1,592,920 subordinated Series A Units, to Navios Acquisition, and $73,000 cash consideration.

The purchase price of the Nave Celeste consisted of 884,956 subordinated Series A Units issued to Navios Acquisition, valued at $15,062 and cash of $42,000. The purchase price of the C. Dream consisted of 707,964 subordinated Series A units issued to Navios Acquisition, and cash of $31,000. The number of subordinated Series A Units issued was calculated based on a price of $16.95 per unit, which was the volume weighted average trading price of the common units for the twenty business days immediately prior to the date of the acquisition. For accounting purposes, the subordinated Series A Units were valued based on the closing price of the common units on the day of the transaction, which was $17.02 per common unit. The additional capitalized costs for each of the Nave Celeste and C. Dream amounted to $125. The working capital acquired for the Nave Celeste and the C. Dream was $587 and $(1,586), respectively.

For each of the Nave Celeste and the C. Dream purchased from Navios Acquisition, the acquisition of both vessels was effected through the acquisition of all of the capital stock of the respective vessel-owning companies, which held the ownership and other contractual rights and obligations related to each of the acquired vessels, including the respective charter-out contracts. Management accounted for each acquisition as an asset acquisition under ASC 805. At the transaction date, the purchase price approximated the fair value of the assets acquired, which was determined based on a combination of methodologies including discounted cash flow analyses and independent valuation analyses.

NOTE 5: INTANGIBLE ASSETS

Intangible assets as of September 30, 2016 and December 31, 2015 consisted of the following:

 

Favorable lease terms

   Cost      Accumulated
Amortization
     Net Book
Value
 

Balance at December 31, 2014

   $ 44,877       $ (13,141    $ 31,736   

Additions

     —          (3,286      (3,286

Balance at December 31, 2015

   $ 44,877       $ (16,427    $ 28,450   

Additions

     —          (2,464      (2,464

Balance at September 30, 2016

   $ 44,877       $ (18,891    $ 25,986   

Amortization expense of favorable lease terms for the three and nine month periods ended September 30, 2016 and 2015 is presented in the following table:

 

     Three Month Period Ended      Nine Month Period Ended  
     September 30,
2016
     September 30,
2015
     September 30,
2016
     September 30,
2015
 

Favorable lease terms charter-out

   $ (822    $ (822    $ (2,464    $ (1,643

Total

   $ (822    $ (822    $ (2,464    $ (1,643

The aggregate amortizations of intangible assets will be as follows:

 

Description

   Within
One
Year
    Year
Two
    Year
Three
    Year
Four
    Year
Five
    Thereafter     Total  

Favorable lease terms

   $ (2,965   $ (2,811   $ (2,811   $ (2,811   $ (2,811   $ (11,777   $ (25,986

Total

   $ (2,965   $ (2,811   $ (2,811   $ (2,811   $ (2,811   $ (11,777   $ (25,986

Intangible assets subject to amortization are amortized using the straight-line method over their estimated useful lives to their estimated residual value of zero. Intangible assets are amortized over the contract periods, which ranged from 6.34 to 15.00 years at inception. In relation to the acquisition of the Nave Celeste and the C. Dream in June 2015, please read disclosure in Note 4.

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

UNAUDITED CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars except unit and per unit data)

 

NOTE 6: LONG-TERM DEBT

Long-term debt consisted of the following:

 

     September 30,
2016
     December 31,
2015
 

Term Loan B

     202,438         203,975   

Less deferred finance costs, net

     (3,590      (4,332

Total long term debt

     198,848         199,643   

Less unamortized discount

     (1,511      (1,824

Less current portion, net of deferred finance cost

     (658      (643

Total Long Term Debt, net of current portion and net of deferred finance costs

   $ 196,678       $ 197,176   

Term Loan B:  On June 18, 2015, Navios Midstream and Navios Maritime Midstream Partners Finance (US) Inc. (“Navios Finance”), as co-borrowers, completed the issuance of the $205,000 Term Loan B (the “Term Loan B”). The Term Loan B is set to mature on June 18, 2020 and is repayable in equal quarterly installments of 0.25% of the initial principal amount of the Term Loan B, beginning on September 18, 2015, with a final payment of the aggregate principal amount of the Term Loan B, plus accrued and unpaid interest, due on the maturity. The Term Loan B bears interest at LIBOR plus 4.50% per annum.

The Term Loan B requires maintenance of a loan to value ratio of no greater than 0.85 to 1.0 and a minimum interest coverage ratio of at least 3.75 to 1.0, and other restrictive covenants including restrictions on indebtedness, liens, acquisitions and investments, restricted payments and dispositions. The Term Loan B also provides for excess cash flow prepayments and customary events of default.

Amounts drawn under the facilities are secured by first preferred mortgages on Navios Midstream’s vessels and other collateral and are guaranteed by each vessel-owning subsidiary.

As of September 30, 2016, Navios Midstream was in compliance with the covenants set forth in the Term Loan B.

As of September 30, 2016, a balance of $202,438 was outstanding under the Term Loan B.

The maturity table below reflects the principal payments of credit facilities outstanding as of September 30, 2016 for the next five years and thereafter are based on the repayment schedule of the respective loan facilities (as described above).

The weighted average interest rate as of September 30, 2016 and 2015 was 5.50% and 4.40%, respectively.

 

     September 30,
2016
 

Long-Term Debt Obligations:

  

Year

  

September 30, 2017

   $ 2,050   

September 30, 2018

     2,050   

September 30, 2019

     2,050   

September 30, 2020

     196,288   

Total

   $ 202,438   

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

UNAUDITED CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars except unit and per unit data)

 

NOTE 7: FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents:  The carrying amounts reported in the consolidated balance sheets for interest bearing deposits approximate their fair value because of the short maturity of these investments.

Term Loan B facility:  The fair value of the Company’s debt is estimated based on currently available debt with similar contract terms, interest rate and remaining maturities, as well as taking into account our creditworthiness.

The fair value hierarchy is explained as follows:

Level I: Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.

Level II: Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date.

Level III: Inputs that are unobservable. The Company did not use any Level 3 inputs as of September 30, 2016 or December 31, 2015.

 

     September 30, 2016      December 31, 2015  
     Book Value      Fair Value      Book Value      Fair Value  

Cash and cash equivalents

   $ 49,228       $ 49,228       $ 37,834       $ 37,834   

Term Loan B

   $ 198,848       $ 197,505       $ 199,643       $ 200,405   

Fair Value Measurements

The estimated fair value of our financial instruments that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows:

Level I: Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.

Level II: Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date.

Level III: Inputs that are unobservable. The Company did not use any Level 3 inputs as of September 30, 2016 or December 31, 2015.

 

Fair Value Measurements at September 30, 2016 Using

 
     Total      Level I      Level II      Level III  

Cash and cash equivalents

   $ 49,228       $ 49,228       $ —        $ —    

Term Loan B

   $ 197,505       $ —        $ 197,505       $ —    

Fair Value Measurements at December 31, 2015 Using

 
     Total      Level I      Level II      Level III  

Cash and cash equivalents

   $ 37,834       $ 37,834       $ —        $ —    

Term Loan B

   $ 200,405       $ —        $ 200,405       $ —    

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

UNAUDITED CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars except unit and per unit data)

 

NOTE 8: TRANSACTIONS WITH RELATED PARTIES

Management fees: On November 18, 2014, the Company entered into a Management Agreement with the Manager pursuant to which the Manager provides commercial and technical management services to Navios Midstream’s vessels for a daily fee of $9.5 per VLCC tanker vessel that has been fixed for the first two years until November 18, 2016. Total management fees for each of the three and nine month periods ended September 30, 2016 amounted to $5,244 and $15,618, respectively. Total management fees for each of the three and nine month periods ended September 30, 2015 amounted to $5,244 and $12,369, respectively.

General and administrative expenses: On November 18, 2014, Navios Midstream entered into the Administrative Services Agreement with the Manager, expiring on November 18, 2019, pursuant to which the Manager provides certain administrative management services to Navios Midstream which include: bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other services. The Manager is reimbursed for reasonable costs and expenses.

For each of the three and nine month periods ended September 30, 2016, the expense arising from the administrative services rendered by the Manager to the Company’s vessels amounted to $375 and $1,125, respectively. For each of the three and nine month periods ended September 30, 2015, the expense arising from the administrative services rendered by the Manager to the Company’s vessels amounted to $300 and $714, respectively.

Balances due from/ to related parties:  Balances due from/ to related parties relate to amounts from/ to Navios Acquisition and its subsidiaries, as well as, Navios Holdings.

Amounts due from related parties as of September 30, 2016 and as of December 31, 2015, were $5,206 and $2,804, respectively, which mainly related to payments of special survey expenses and management fees.

Amounts due to Navios Acquisition as of September 30, 2016 were $408 ($346 as of December 31, 2015) which represents the current accounts payable to Navios Acquisition in relation to voyage expenses of the vessels. Amounts due to Navios Holdings as of September 30, 2016 were $48 ($92 as of December 31, 2015).

Omnibus Agreement: On November 18, 2014, Navios Midstream entered into an omnibus agreement, with Navios Acquisition, Navios Holdings and Navios Partners in connection with the Navios Midstream IPO, pursuant to which Navios Acquisition, Navios Holdings, Navios Partners and their controlled affiliates generally have agreed not to acquire or own any VLCCs, crude oil tankers, refined petroleum product tankers, LPG tankers or chemical tankers under time charters of five or more years. The omnibus agreement contains significant exceptions that will allow Navios Acquisition, Navios Holdings, Navios Partners or any of their controlled affiliates to compete with Navios Midstream under specified circumstances.

Under the omnibus agreement, Navios Midstream and its subsidiaries granted to Navios Acquisition a right of first offer on any proposed sale, transfer or other disposition of any of its VLCCs or any crude oil tankers, refined petroleum product tankers, LPG tankers or chemical tankers and related charters owned or acquired by Navios Midstream. Likewise, Navios Acquisition granted a similar right of first offer to Navios Midstream for any of the VLCCs, crude oil tanker, refined petroleum product tanker, LPG tanker or chemical tanker under charter for five or more years it might own. These rights of first offer will not apply to a (a) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any charter or other agreement with a charter party or (b) merger with or into, or sale of substantially all of the assets to, an unaffiliated third-party.

Backstop Agreements: On November 18, 2014, Navios Acquisition entered into backstop agreements with Navios Midstream. In accordance with the terms of the backstop agreements, Navios Acquisition has provided a backstop commitment to charter–in the Shinyo Ocean and the Shinyo Kannika for a two-year period as of their scheduled redelivery at the currently contracted rate if the market charter rate is lower than the currently contracted rate. Further, Navios Acquisition has provided a backstop commitment to charter-in the Nave Celeste for a two-year period as of its scheduled redelivery, at the net time charter-out rate per day (net of commissions) of $35 if the market charter rate is lower than the charter-out rate of $35. Navios Acquisition has also provided a backstop commitment to charter-in the option vessels, the Nave Galactic and the Nave Quasar for a four-year period as of their scheduled redelivery, at the net time charter-out rate per day (net of commissions) of $35 if the market charter rate is lower than the charter-out rate of $35. Conversely, if market charter rates are higher during the backstop period, such vessels will be chartered out to third-party charterers at prevailing market rates and Navios Acquisition’s backstop commitment will not be triggered. The backstop commitment does not include any profit sharing.

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

UNAUDITED CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars except unit and per unit data)

 

General Partner Option Agreement:  Navios Holdings has a ten-year option to purchase a minimum of 25% of the general partner interest held by the general partner, the incentive distribution rights held by the general partner and/or the membership interests in the general partner from Navios Acquisition, each at fair market value. The option expires on November 18, 2024.

Option Vessels:  On November 18, 2014, Navios Midstream entered into a share purchase agreement with Navios Acquisition, pursuant to which Navios Midstream will have options, that are exercisable through November 18, 2016, to acquire the capital stock of up to seven vessel-owning subsidiaries of Navios Acquisition that own seven VLCC vessels and the related time charters. In June 2015, Navios Midstream exercised its option and acquired two of the seven vessels, the Nave Celeste and the C. Dream and holds options to acquire the capital stock for five vessel-owning subsidiaries of Navios Acquisition.

NOTE 9: COMMITMENTS AND CONTINGENCIES

The Company is involved in various disputes and arbitration proceedings arising in the ordinary course of business. Provisions are recognized in the financial statements for all such proceedings where the Company believes that a liability may be probable, and for which the amounts are reasonably estimable, based upon facts known at the date of the financial statements were prepared. In the opinion of the management, the ultimate disposition of these matters individually and in aggregate will not materially affect the Company’s financial position, results of operations or liquidity.

NOTE 10: SEGMENT INFORMATION

The Company reports financial information and evaluates its operations by charter revenues. The Company does not use discrete financial information to evaluate operating results for each type of charter. As a result, management reviews operating results solely by revenue per day and operating results of the fleet and thus the Company has determined that it operates under one reportable segment.

Company monitors operating revenue by geographic region for the Company’s reportable segment. Revenue is allocated on the basis of the geographic region in which the customer is located. Revenues from specific geographic regions which contribute over 10% of total revenue are disclosed separately. For the three and nine month periods ended September 30, 2016 and 2015, all the revenues were derived from customers located in Asia.

Vessels operate on a worldwide basis and are not restricted to specific locations. Accordingly, it is not possible to allocate the assets of these operations to specific countries.

NOTE 11: ISSUANCE OF UNITS

In connection with the initial public offering (“IPO”) of Navios Midstream in November 2014, Navios Midstream acquired all of the outstanding shares of capital stock of four of Navios Acquisition’s vessel-owning subsidiaries (Shinyo Ocean Limited, Shinyo Kannika Limited, Shinyo Kieran Limited and Shinyo Saowalak Limited) in exchange for: (i) all of the estimated net proceeds from the IPO amounting to $110,403; (ii) $104,451 of the $126,000 borrowings under Navios Midstream’s new credit facility; (iii) 9,342,692 subordinated units and 1,242,692 common units; and (iv) 381,334 general partner units, representing a 2.0% general partner interest in Navios Midstream, and all of the incentive distribution rights in Navios Midstream, to our General Partner.

In June 2015, Navios Midstream exercised its option to acquire the shares of the vessel-owning subsidiaries of the Nave Celeste and the C. Dream from Navios Acquisition for an aggregate purchase price of $100,000. The aggregate purchase price consisted of 1,592,920 subordinated Series A Units, issued to Navios Acquisition, and $73,000 cash consideration.

Upon the expiration of such subordination period in June 2018, the subordinated Series A Units will automatically convert into common units.

On June 18, 2015 Navios Midstream issued 32,509 additional general partner units to the General Partner, in order the General Partner to maintain its 2% general partnership interest. The net proceeds from the issuance of the general partnership units were $551.

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

UNAUDITED CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars except unit and per unit data)

 

On July 29, 2016, Navios Midstream entered into a Continuous Offering Program Sales Agreement with the Agent, pursuant to which Navios Midstream may issue and sell from time to time through the Agent common units representing limited partner interests having an aggregate offering price of up to $25,000. As of September 30, 2016, Navios Midstream issued 277,103 common units and received net proceeds of $3,433 after deducting fees and expenses of $246. Pursuant to the issuance of the common units, Navios Midstream issued 5,655 general partnership units to its general partner in order to maintain its 2.0% general partner interest. The net proceeds from the issuance of the general partnership units were $75.

NOTE 12: CASH DISTRIBUTIONS AND EARNINGS/ (LOSSES) PER UNIT

The partnership agreement of Navios Midstream requires that all available cash is distributed quarterly, after deducting expenses, including estimated maintenance and replacement capital expenditures and reserves. Distributions may be restricted by, among other things, the provisions of existing and future indebtedness, applicable partnership and limited liability company laws and other laws and regulations. The amount of the minimum quarterly distribution is $0.4125 per unit or $1.65 per unit per year and is made in the following manner:

 

    First, 98% to the holders of common units and 2% to the General Partner until each common unit has received a minimum quarterly distribution of $0.4125 plus any arrearages from previous quarters;

 

    Second, 98% to the holders of subordinated units and 2% to the General Partner until each subordinated unit has received a minimum quarterly distribution of $0.4125; and

 

    Third, 98% to all unitholders, pro rata, and 2% to General Partner, until each unit has received an aggregate amount of $0.4744.

Thereafter there are incentive distribution rights held by the General Partner, which are analyzed as follows:

 

            Marginal Percentage
Interest in Distributions
 
   Total Quarterly
Distribution
Total Amount
     Common
and
subordinated
Unitholders
    General
Partner
    Holders of
IDRs
 

Minimum Quarterly Distribution

   $      0.4125         98.0     2.0     0

First Target Distribution

   up to $      0.4744         98.0     2.0     0

Second Target Distribution

   above $      0.4744         85.0     2.0     13.0
   up to $      0.5156          

Third Target Distribution

   above $      0.5156         75.0     2.0     23.0
   up to $      0.6188          

Thereafter

   above $      0.6188         50.0     2.0     48.0

On January 22, 2016, the Board of Directors authorized its quarterly cash distribution for the three month period ended December 31, 2015 of $0.4225 per unit. The distribution was paid on February 12, 2016 to all holders of record of common, subordinated, subordinated Series A units and general partner units on February 9, 2016. The aggregate amount of the distribution paid was $8,742.

On April 21, 2016, the Board of Directors of Navios Midstream authorized its quarterly cash distribution for the three month period ended March 31, 2016 of $0.4225 per unit. The distribution was paid on May 12, 2016 to all holders of record of common, subordinated, subordinated Series A units and general partner units on May 6, 2016. The aggregate amount of the distribution paid was $8,742.

On July 21, 2016, the Board of Directors of Navios Midstream authorized its quarterly cash distribution for the three month period ended June 30, 2016 of $0.4225 per unit. The distribution was paid on August 12, 2016 to all holders of record of common, subordinated, subordinated Series A units and general partner units on August 10, 2016. The aggregate amount of the distribution paid was $8,811.

For the period subsequent to the IPO, Navios Midstream calculates earnings per unit by allocating reported net income for each period to each class of units based on the distribution waterfall for available cash specified in Navios Midstream’s partnership agreement, net of the unallocated earnings. Basic earnings per unit are determined by dividing net income by the weighted average number of units outstanding during the period. Basic and diluted net earnings per unit are the same because the Company does not have any potentially dilutive units outstanding for the period presented.

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

UNAUDITED CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars except unit and per unit data)

 

In determining earnings per unit, the net loss for the period prior to the IPO, has been allocated to the general partner.

Net loss per unit undistributed is determined by taking the distributions in excess of net income and allocating between common units, subordinated units and general partner units on a 98%-2% basis.

The calculations of the basic and diluted earnings per unit are presented below.

 

    Three Month
Period ended
September 30, 2016
($ ’000)
(unaudited)
    Three Month
Period ended
September 30, 2015
($ ’000)
(unaudited)
    Nine Month
Period ended
September 30, 2016
($ ’000)
(unaudited)
    Nine Month
Period ended
September 30, 2015
($ ’000)
(unaudited)
 

Net income attributable to Navios Maritime Midstream Partners L.P. subsequent to initial public offering and limited partners’ interest in net income:

  $ 5,457      $ 6,232      $ 18,841      $ 17,938   

Earnings attributable to:

       

Common unit holders

  $ 2,480      $ 2,814      $ 8,523      $ 8,342   

Subordinated unit holders Series A

  $ 418      $ 480      $ 1,448      $ 895   

Subordinated unit holders

  $ 2,455      $ 2,814      $ 8,498      $ 8,342   

General Partner

  $ 104      $ 124      $ 372      $ 359   

Weighted average units outstanding (basic and diluted)

       

Common unit holders

    9,486,406        9,342,692        9,390,946        9,342,692   

Subordinated unit holders Series A

    1,592,920        1,592,920        1,592,920        612,662   

Subordinated unit holders

    9,342,692        9,342,692        9,342,692        9,342,692   

General Partner

    413,904        413,843        413,864        393,837   

Earnings per unit (basic and diluted):

       

Common unit holders

  $ 0.26      $ 0.30      $ 0.91      $ 0.89   

Subordinated unit holders Series A

  $ 0.26      $ 0.30      $ 0.91      $ 1.46   

Subordinated unit holders

  $ 0.26      $ 0.30      $ 0.91      $ 0.89   

General Partner

  $ 0.26      $ 0.30      $ 0.91      $ 0.91   

Earnings per unit - distributed (basic and diluted):

       

Common unit holders

  $ 0.42      $ 0.42      $ 1.27      $ 1.25   

Subordinated unit holders Series A

  $ 0.42      $ 0.42      $ 1.27      $ 2.17   

Subordinated unit holders

  $ 0.42      $ 0.42      $ 1.27      $ 1.25   

General Partner

  $ 0.42      $ 0.42      $ 1.27      $ 1.28   

Losses per unit - undistributed (basic and diluted):

       

Common unit holders

  $ (0.16   $ (0.12   $ (0.36   $ (0.35

Subordinated unit holders Series A

  $ (0.16   $ (0.12   $ (0.36   $ (0.71

Subordinated unit holders

  $ (0.16   $ (0.12   $ (0.36   $ (0.35

General Partner

  $ (0.16   $ (0.12   $ (0.36   $ (0.37

NOTE 13: INCOME TAXES

Marshall Islands, British Virgin Islands, and Hong Kong, do not impose a tax on international shipping income. Under the laws of Marshall Islands, British Virgin Islands, and Hong Kong, of the companies’ incorporation and vessels’ registration, the companies are subject to registration and tonnage taxes which have been included in the daily management fee.

 

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NAVIOS MARITIME MIDSTREAM PARTNERS L.P.

UNAUDITED CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars except unit and per unit data)

 

In accordance with the currently applicable Greek law, foreign flagged vessels that are managed by Greek or foreign ship management companies having established an office in Greece are subject to duties towards the Greek state which are calculated on the basis of the relevant vessels’ tonnage. The payment of said duties exhausts the tax liability of the foreign ship owning company and the relevant manager against any tax, duty, charge or contribution payable on income from the exploitation of the foreign flagged vessel.

Pursuant to Section 883 of the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operation of ships is generally exempt from U.S. income tax if the company operating the ships meets certain incorporation and ownership requirements. Among other things, in order to qualify for this exemption, the company operating the ships must be incorporated in a country, which grants an equivalent exemption from income taxes to U.S. corporations. All of the Company’s vessel- owning subsidiaries satisfy these initial criteria. In addition, these companies must meet an ownership test. The management of the Company believes that this ownership test was satisfied prior to the IPO by virtue of a special rule applicable to situations where the ship operating companies are beneficially owned by a publicly traded company.

For the period after the IPO, the Company believes that the second criterion can also be satisfied based on the trading volume and ownership of the Company’s units but no assurance can be given that this will remain so in the future.

NOTE 14: SUBSEQUENT EVENTS

On October 17, 2016, the Board of Directors of Navios Midstream authorized its quarterly cash distribution for the three month period ended September 30, 2016 of $0.4225 per unit. The distribution is payable on November 10, 2016 to all holders of record of common, subordinated, subordinated Series A units and general partner units on November 8, 2016. The aggregate amount of the declared distribution is anticipated to be $8,862.

In October 2016, Navios Midstream amended its existing Management Agreement with Navios Tankers Management Inc., a wholly-owned subsidiary of Navios Maritime Holdings Inc., to extend the fixed fee period for commercial and technical management services of its fleet, until December 31, 2018 at the current rate of $9.5 per day per VLCC, following the expiration of the current fixed fee period. Dry docking expenses are reimbursed at cost for all vessels.

In October 2016, Navios Acquisition extended the options for the Buena Suerte, the Nave Neutrino and the Nave Electron for an additional two-year period expiring on November 18, 2018.

 

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Table of Contents

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 MIDSTREAM PARTNERS L.P.

By:  

/s/ Angeliki Frangou

  Angeliki Frangou
 

Chief Executive Officer

Date: October 27, 2016

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