Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM), an
international owner and operator of dry cargo vessels, today
reported its financial results for the fourth quarter and year
ended December 31, 2020.
Angeliki Frangou, Chairman and Chief Executive
Officer of Navios Partners stated, “I am pleased with the results
for the full year and fourth quarter of 2020. For the full
year 2020, Navios Partners reported revenue of $226.8 million and
adjusted EBITDA of $99.8 million. For the fourth quarter, Navios
Partners reported revenue of $69.2 million and adjusted EBITDA of
$35.5 million.”Angeliki Frangou continued, “Our approved merger
with Navios Maritime Containers will be a transformative
transaction. Proforma for the merger, we will have 85 vessels and
have one of the 10 largest publicly listed dry cargo fleets. The
transaction also provides significant benefits of
diversification. Approximately half of our vessels in the
fleet will be dry bulk vessels and the other half will be
containerships. Navios Partners is well positioned to benefit
from the different sector fundamentals.The transaction builds scale
through a larger, diversified asset base. We will also benefit from
eliminating duplicative costs. The financial potency of the
combination can be measured through proforma combined
revenue. Had the merger been effective for 2020, revenue
would have been $354 million. For 2021, contracted
revenue already exceeds this amount and with more than a third
of available days either open or index linked, there is ample
opportunity for significant additional revenue and free cash flow.
”
Acquisition of Navios Maritime
Containers L.P.
On March 24, 2021, at a Special Meeting of
limited partners of Navios Maritime Containers L.P. (“Navios
Containers”), the Navios Containers’ common unit holders approved
the merger (the “Merger”) contemplated by the previously announced
Agreement and Plan of Merger, (the “Merger Agreement”), dated
December 31, 2020, by and among Navios Partners, its direct
wholly-owned subsidiary NMM Merger Sub LLC (“Merger Sub”), Navios
Containers and its general partner, Navios Maritime Containers GP
LLC. Pursuant to the Merger Agreement, Merger Sub will be merged
with and into Navios Containers, with Navios Containers being a
wholly-owned subsidiary of Navios Partners.
Pursuant to the terms of the Merger Agreement,
at the effective time of the Merger, each outstanding common unit
representing limited partner interests in Navios Containers that is
held by a common unit holder other than Navios Partners, Navios
Containers and their respective subsidiaries will be cancelled and
automatically converted into the right to receive 0.39 of a common
unit representing limited partner interests in Navios Partners.
The Merger is expected to be completed on March
31, 2021. The assets and liabilities and results of operations of
Navios Containers will be included in Navios Partners’ consolidated
results of operations from and only for periods subsequent to the
closing of the Merger. Following the Merger, Navios Containers will
no longer be a publicly traded company.
Fleet Developments
- Three Bareboat Charter-in Newbuilding Capesize
Vessels
In January 2021, Navios Partners agreed to
bareboat charter-in three Japanese newbuilding capesize
vessels from an unrelated third party. Each vessel has
approximately 180,000 dwt and is being bareboat chartered-in for 15
years. Navios Partners has the option to acquire the vessels
starting at the end of year four until the end of the charter
period. Assuming exercise of the option at the end of the 15-year
period, the implied fixed interest rate is 4.4%. The vessels are
expected to be delivered into Navios Partners’ fleet during the
second half of 2022.
- Acquisition of
two Kamsarmax
Vessels
In March 2021, Navios Partners agreed to acquire
from Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE:NM)
the Navios Avior, a 2012 built Kamsarmax vessel of 81,355 dwt, and
the Navios Centaurus, a 2012 built Kamsarmax vessel of 81,472 dwt,
for a purchase price of 39.3 million, including working capital
adjustments. The acquisition of the vessels will be financed with a
$26.7 million to be drawn from a new credit facility from a
commercial bank and the remaining balance with available cash.
- Acquisition of one Newbuilding Kamsarmax
Vessel
In March 2021, Navios Partners agreed to acquire
from an unrelated third party a newbuilding Kamsarmax vessel for a
purchase price of $31.6 million. The vessel has approximately
81,000 dwt and is expected to be delivered into Navios Partners’
fleet during the second half of 2022.
- $ 32.8 million Sale of four Vessels in Q1
2021
In January 2021, Navios Partners, completed the
sale of the Solar N, a 2006-built Containership of 3,398 TEU to an
unrelated third party for a net sale price of $11.1 million.
In January 2021, Navios Partners, completed the
sale of the Esperanza N, a 2008-built Containership of 2,007 TEU to
an unrelated third party for the net sale price of $4.6
million.
In February 2021, Navios Partners, completed the
sale of the Castor N, a 2007-built Containership of 3,091 TEU to an
unrelated third party for a net sale price of $8.9 million.
In February 2021, Navios Partners agreed to sell
the Joie N, a 2011-built Ultra Handymax vessel of 56,557 dwt, to an
unrelated third party, for a net sale price of approximately $8.2
million.
Financing Arrangements
In March 2021, Navios Partners entered into a
new credit facility with a commercial bank for a total amount of
$58.0 million in order to refinance two dry bulk vessels and to
finance the acquisition of two dry bulk vessels. The credit
facility has an amortization profile of 8.8 years, matures in March
2026 and bears interest at LIBOR plus 3% per annum.
Navios Partners is in advance discussions with a
commercial bank for a new credit facility of up to $115.0 million
for the refinancing of its’ existing facility maturing in August
2021. The new facility is expected to have an amortization profile
of 5.0 years, matures in the second quarter of 2025 and bears
interest at LIBOR plus 3% per annum. The transaction is expected to
close in the second quarter of 2021. No assurance can be provided
that the definitive agreement will be executed or that the
refinancing will be consummated in whole or in part.
Cash Distribution
The Board of Directors of Navios Partners
declared a cash distribution for the fourth quarter of 2020 of
$0.05 per unit. The distribution was paid on February 12, 2021 to
all unitholders of record as of February 9, 2021. The aggregate
amount of the declared distribution was $0.6 million. The
declaration and payment of any further dividends remain subject to
the discretion of the Board of Directors and will depend on, among
other things, Navios Partners’ cash requirements as measured by
market opportunities and restrictions under its credit agreements
and other debt obligations and such other factors as the Board of
Directors may deem advisable.
Charter coverage for Q1
2021
As of March 22, 2021, Navios Partners and Navios
Containers (together, the “Navios Partners Group”) have
chartered-out approximately 98% and 100% of the available days for
the first quarter of 2021 at an Average Expected daily charter-out
rate of $15,151 and $16,949, respectively. The Average Expected
daily charter-out rate is the contracted rate net of commissions
and is subject to performance by the counterparties and the Navios
Partners Group.Long-Term Cash Flow
Following the completion of the Merger, Navios
Partners will own and operate a fleet comprised of 49 dry bulk
vessels and 36 containerships. Navios Partners Group has
entered into medium to long-term time charter-out agreements for
its vessels with a remaining average term of approximately 1.4
years. Navios Partners Group has currently contracted out 79.3% of
its available days for 2021, 31.5% for 2022 and 15.8% for 2023,
including index-linked charters. Excluding index-linked charters,
Navios Partners Group expects to generate revenues of approximately
$356.4 million, $201.4 million and $106.0 million, respectively.
The Average Expected daily charter-out rate for the fleet is
$18,612, $25,011 and $27,828 for 2021, 2022 and 2023,
respectively.
EARNINGS HIGHLIGHTSFor the
following results and the selected financial data presented herein,
Navios Partners has compiled condensed consolidated statements of
operations for the three month periods and years ended December 31,
2020 and 2019. The quarterly information was derived from the
unaudited condensed consolidated financial statements for the
respective periods. EBITDA, Adjusted EBITDA, Adjusted Earnings per
Common Unit and Adjusted Net Income are non-GAAP financial measures
and should not be used in isolation or substitution for Navios
Partners’ results calculated in accordance with U.S. generally
accepted accounting principles (“U.S. GAAP”).
|
Three Month |
Three Month |
|
|
|
Period Ended |
Period Ended |
Year Ended |
Year Ended |
|
December 31, 2020 |
December 31, 2019 |
December 31, 2020 |
December 31, 2019 |
(in $‘000 except per
unit data) |
(unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
Revenue |
$ |
69,233 |
|
$ |
61,268 |
|
|
$ |
226,771 |
|
$ |
219,379 |
|
|
Net Loss |
$ |
(50,167) |
|
$ |
(62,947) |
|
|
$ |
(68,541) |
|
$ |
(62,134) |
|
|
Adjusted Net Income |
$ |
12,830 |
(1) |
$ |
12,168 |
(2) |
(3) |
$ |
9,936 |
(4) |
$ |
26,861 |
(5) |
(6) |
Net cash provided by operating
activities |
$ |
25,386 |
|
$ |
23,300 |
|
|
$ |
94,086 |
|
$ |
70,395 |
|
|
EBITDA |
$ |
(27,448) |
|
$ |
(38,202) |
|
|
$ |
21,366 |
|
$ |
37,119 |
|
|
Adjusted EBITDA |
$ |
35,549 |
(1) |
$ |
33,736 |
(2) |
|
$ |
99,843 |
(4) |
$ |
120,040 |
(5) |
|
Loss per Common Unit (basic
and diluted) |
$ |
(4.39) |
|
$ |
(5.72) |
|
|
$ |
(6.13) |
|
$ |
(5.62) |
|
|
Adjusted Earnings per Common
Unit (basic and diluted) |
$ |
1.12 |
(1) |
$ |
1.11 |
(2) |
(3) |
$ |
0.89 |
(4) |
$ |
2.43 |
(5) |
(6) |
(1) |
Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per
Common Unit for the three month period ended December 31, 2020 have
been adjusted to exclude a $51.0 million impairment loss related to
four of our vessels and a $12.0 million impairment loss related to
the sale of two of our vessels. |
|
|
(2) |
Adjusted
EBITDA, Adjusted Net Income and Adjusted Earnings per Common Unit
for the three month period ended December 31, 2019 have been
adjusted to exclude a $29.3 million impairment loss related to one
of our vessels and a $42.6 million other than temporary impairment
loss (“OTTI”) in an investment in Navios Containers (“Navios
Containers Investment”). |
|
|
(3) |
Adjusted
Net Income and Adjusted Earnings per Common Unit for the three
month period ended December 31, 2019 have been adjusted to exclude
a $3.2 million write-off of deferred finance fees and discount
related to prepayments of the Term Loan B Facility in the fourth
quarter of 2019. |
|
|
(4) |
Adjusted
EBITDA, Adjusted Net Income and Adjusted Earnings per Common Unit
for the year ended December 31, 2020 have been adjusted to exclude
a $6.9 million loss related to the other-than-temporary impairment
recognized in the Navios Partners’ receivable from Navios Europe
II, a $57.8 million impairment loss related to seven of our vessels
and a $13.8 million impairment loss relating to the sale of three
of our vessels. |
|
|
(5) |
Adjusted
EBITDA, Adjusted Net Income and Adjusted Earnings per Common Unit
for the year ended December 31, 2019 have been adjusted to exclude
a $29.4 million impairment loss related to one of our vessels, a
$42.6 million OTTI loss in Navios Containers Investment, a $7.3
million impairment loss related to the sale of one of our vessels
and a $3.6 million change in estimated guarantee claim
receivable. |
|
|
(6) |
Adjusted
Net Income and Adjusted Earnings per Common Unit for the year ended
December 31, 2019 have been adjusted to exclude a $6.1 million
write-off of deferred finance fees and discount related to
prepayments of the Term Loan B Facility. |
Three month periods ended December 31,
2020 and 2019
Time charter and voyage revenues for the three
month period ended December 31, 2020 increased by approximately
$8.0 million, or 13.0%, to $69.2 million, as compared to
$61.3 million for the same period in 2019. The increase in
time charter and voyage revenues was mainly attributable to the
increase in the size of our fleet. The available days of the fleet
increased to 4,805 days for the three month period ended December
31, 2020, as compared to 3,450 days for the three month period
ended December 31, 2019. For the three month period ended December
31, 2020, the time charter equivalent rate, or TCE rate, decreased
to $14,021 per day, in relation to $16,981 per day which was for
the three month period ended December 31, 2019.
EBITDA for the three month period ended December
31, 2020 and 2019 was affected by items described in the table
above. Excluding these items, Adjusted EBITDA increased by $1.8
million to $35.5 million for the three month period ended December
31, 2020, as compared to $33.7 million for the same period in 2019.
The increase in Adjusted EBITDA was primarily due to: (i) an
approximately $8.0 million increase in time charter and voyage
revenues; (ii) a $1.2 million decrease in time charter voyage
expenses; and (iii) a $2.4 million increase in other income. The
above increase was partially mitigated by a: (i) $6.9 million
increase in vessel operating expenses, mainly due to the increased
fleet; (ii) $1.6 million increase in general and administrative
expenses, mainly due to the increased fleet; (iii) $0.9 million
increase in other expenses; and (iv) $0.4 million decrease in
equity in net earnings of affiliated companies.
Net Loss for the three month period ended
December 31, 2020 was $50.2 million as compared to $62.9 million
for the same period in 2019. Net Loss was affected by items
described in the table above. Excluding these items, Adjusted Net
Income for the three month period ended December 31, 2020 amounted
to $12.8 million compared to $12.2 million income for the three
month period ended December 31, 2019. The increase in Adjusted Net
Income of $0.7 million was due to a: (i) $1.8 million increase in
Adjusted EBITDA; and (ii) $1.4 million decrease in interest expense
and finance cost, net. The above increase was partially mitigated
by a: (i) $0.5 million increase in direct vessel expenses; (ii)
$1.2 million increase in depreciation and amortization expense; and
(iii) $0.7 million decrease in interest income.
Years ended December 31, 2020 and
2019
Time charter and voyage revenues for the year
ended December 31, 2020 increased by $7.4 million, or 3.4%, to
$226.8 million, as compared to $219.4 million for the same period
in 2019. The increase in time charter and voyage revenues was
mainly attributable to the increase in the size of our fleet. The
available days of the fleet increased to 17,430 days for the year
ended December 31, 2020, as compared to 13,170 days for the year
ended December 31, 2019. For the year ended December 31, 2020, the
TCE rate, decreased to $12,497 from $15,791 per day for the year
ended December 31, 2019.
EBITDA for the year ended December 31, 2020 was
$21.4 million, as compared to $37.1 million for the same period in
2019. EBITDA was affected by items described in the table above.
Excluding these items, Adjusted EBITDA decreased by $20.2 million
to $99.8 million for the year ended December 31, 2020, as compared
to $120.0 million for the same period in 2019. The decrease in
Adjusted EBITDA was primarily due to a: (i) $25.5 million increase
in vessel operating expenses, mainly due to the increased fleet;
(ii) $3.0 million increase in general and administrative expenses,
mainly due to the increased fleet; (iii) $2.9 million increase in
other expenses; and (iv) $1.4 million decrease in equity in net
earnings of affiliated companies. The above decrease was partially
mitigated by a: (i) $7.4 million increase in time charter and
voyage revenues; (ii) $1.3 million decrease in time charter and
voyage expenses; and (iii) $4.0 million increase in other
income.
Net Loss for the year ended December 31, 2020
was $68.5 million, as compared to $62.1 million loss for the same
period in 2019. Net Loss was affected by items described in the
table above. Excluding these items, Adjusted Net Income for the
year ended December 31, 2020 amounted to $9.9 million compared to
$26.9 million for the year ended December 31, 2019. The decrease in
Adjusted Net Income of $16.9 million was due to a: (i) $20.2
million decrease in adjusted EBITDA; (ii) $3.4 million increase in
direct vessel expenses; (iii) $2.8 million increase in depreciation
and amortization expense; and (iv) $5.5 million decrease in
interest income. The above decrease was partially mitigated by a
$15.0 million decrease in interest expense and finance cost,
net.
Fleet Employment Profile
The following table reflects certain key
indicators of Navios Partners’ core fleet performance for the three
month periods and years ended December 31, 2020 and 2019.
|
|
Three MonthPeriod Ended December
31, 2020
(unaudited) |
Three Month Period Ended
December 31, 2019
(unaudited) |
Year EndedDecember 31, 2020
(unaudited) |
Year Ended December
31, 2019
(unaudited) |
Available Days(1) |
|
4,805 |
|
|
3,450 |
|
|
17,430 |
|
|
13,170 |
|
Operating Days(2) |
|
4,780 |
|
|
3,428 |
|
|
17,245 |
|
|
13,014 |
|
Fleet Utilization(3) |
|
99.5 |
% |
|
99.4 |
% |
|
98.9 |
% |
|
98.8 |
% |
Time Charter Equivalent Combined (per day) (4) |
$ |
14,021 |
|
$ |
16,981 |
|
$ |
12,497 |
|
$ |
15,791 |
|
Time Charter Equivalent Drybulk (per day) (4) |
$ |
12,722 |
|
$ |
15,004 |
|
$ |
10,989 |
|
$ |
13,427 |
|
Time Charter Equivalent Containers (per day) (4) |
$ |
19,507 |
|
$ |
27,400 |
|
$ |
18,385 |
|
$ |
29,685 |
|
Vessels operating at period end |
|
52 |
|
|
46 |
|
|
52 |
|
|
46 |
|
(1) |
Available days for the fleet represent total calendar days the
vessels were in Navios Partners’ possession for the relevant period
after subtracting off-hire days associated with scheduled repairs,
dry dockings or special surveys and ballast days relating to
voyages. The shipping industry uses available days to measure the
number of days in a relevant period during which a vessel is
capable of generating revenues. |
|
|
(2) |
Operating days are the number of available days in the relevant
period less the aggregate number of days that the vessels are
off-hire due to any reason, including unforeseen circumstances. The
shipping industry uses operating days to measure the aggregate
number of days in a relevant period during which vessels actually
generate revenues. |
|
|
(3) |
Fleet utilization is the percentage of time that Navios Partners’
vessels were available for generating revenue, and is determined by
dividing the number of operating days during a relevant period by
the number of available days during that period. The shipping
industry uses fleet utilization to measure efficiency in finding
employment for vessels and minimizing the amount of days that its
vessels are off-hire for reasons other than scheduled repairs, dry
dockings or special surveys. |
|
|
(4) |
TCE rate: Time Charter Equivalent rate per day is defined as voyage
and time charter revenues less voyage expenses during a period
divided by the number of available days during the period. The TCE
rate per day is a standard shipping industry performance measure
used primarily to present the actual daily earnings generated by
vessels on various types of charter contracts for the number of
available days of the fleet. |
Conference Call Details:
Navios Partners' management will host a
conference call on Wednesday, March 24, 2021 to discuss the results
for the fourth quarter and year ended December 31, 2020.
Call Date/Time: Wednesday, March 24, 2021 at 8:30 am ETCall
Title: Navios Partners Q4 2020 Financial Results Conference
Call US Dial In: +1.866.394.0817 International Dial In:
+1.706.679.9759 Conference ID: 319 6066
The conference call replay will be available two hours after the
live call and remain available for one week at the following
numbers:
US Replay Dial In: +1.800.585.8367 International Replay
Dial In: +1.404.537.3406 Conference ID: 319 6066
Slides and audio webcast:
There will also be a live webcast of the
conference call, through the Navios Partners website
(www.navios-mlp.com) under “Investors”. Participants to the live
webcast should register on the website approximately 10 minutes
prior to the start of the webcast.
A supplemental slide presentation will be
available on the Navios Partners website
at www.navios-mlp.com under the "Investors" section at
8:00 am ET on the day of the call.
About Navios Maritime Partners
L.P.
Navios Maritime Partners L.P. (NYSE: NMM) is a
publicly traded master limited partnership which owns and operates
dry cargo vessels. For more information, please visit our website
at www.navios-mlp.com.
Forward-Looking Statements
This press release contains forward-looking
statements (as defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended) concerning future events including Navios
Partners’ expected cash flow generation, future contracted
revenues, future distributions and its ability to have a dividend
going forward, opportunities to reinvest cash accretively in a
fleet renewal program or otherwise, potential capital gains, its
ability to take advantage of dislocation in the market and Navios
Partners’ growth strategy and measures to implement such strategy;
including expected vessel acquisitions and entering into further
time charters. Words such as “may,” “expects,” “intends,” “plans,”
“believes,” “anticipates,” “hopes,” “estimates,” and variations of
such words and similar expressions are intended to identify
forward-looking statements.
These forward-looking statements are based on
the information available to, and the expectations and assumptions
deemed reasonable by Navios Partners at the time these statements
were made. Although Navios Partners believes that the expectations
reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have
been correct. These statements involve risks and are based upon a
number of assumptions and estimates that are inherently subject to
significant uncertainties and contingencies, many of which are
beyond the control of Navios Partners. Actual results may differ
materially from those expressed or implied by such forward-looking
statements.
Factors that could cause actual results to
differ materially include, but are not limited to, risks relating
to: global and regional economic and political conditions including
the impact of the COVID-19 pandemic and efforts
throughout the world to contain its spread, including effects on
global economic activity, demand for seaborne transportation of the
products we ship, the ability and willingness of charterers to
fulfill their obligations to us and prevailing charter rates,
shipyards performing scrubber installations, drydocking and
repairs, changing vessel crews and availability of financing;
potential disruption of shipping routes due to accidents, diseases,
pandemics, political events, piracy or acts by terrorists,
including the impact of the COVID-19 pandemic and the
ongoing efforts throughout the world to contain it; uncertainty
relating to global trade, including prices of seaborne commodities
and continuing issues related to seaborne volume and ton miles, our
continued ability to enter into long-term time charters, our
ability to maximize the use of our vessels, expected demand in the
dry cargo shipping sector in general and the demand for our
Panamax, Capesize, Ultra-Handymax and Containerships in particular,
fluctuations in charter rates for dry cargo carriers and container
vessels, the aging of our fleet and resultant increases in
operations costs, the loss of any customer or charter or vessel,
the financial condition of our customers, changes in the
availability and costs of funding due to conditions in the bank
market, capital markets and other factors, increases in costs and
expenses, including but not limited to: crew, 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,
general domestic and international political conditions,
competitive factors in the market in which Navios Partners
operates; risks associated with operations outside the United
States; and other factors listed from time to time in Navios
Partners’ filings with the Securities and Exchange Commission,
including its Form 20-Fs and Form 6-Ks. Navios Partners expressly
disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in Navios Partners’ expectations with
respect thereto or any change in events, conditions or
circumstances on which any statement is based. Navios Partners
makes no prediction or statement about the performance of its
common units.
Contacts
Navios Maritime Partners L.P.+1 (212) 906
8645Investors@navios-mlp.com
Nicolas BornozisCapital Link, Inc.+1 (212) 661
7566naviospartners@capitallink.com
EXHIBIT 1
NAVIOS MARITIME PARTNERS L.P.
SELECTED BALANCE SHEET DATA(Expressed in thousands
of U.S. Dollars except unit data)
|
|
|
|
December
31,2020(unaudited) |
|
December
31,2019(unaudited) |
|
|
|
ASSETS |
|
|
Cash and cash equivalents, including restricted cash |
$ |
30,728 |
|
$ |
30,402 |
Other current
assets |
|
30,052 |
|
|
45,588 |
Vessels,
net |
|
1,041,138 |
|
|
1,062,258 |
Other
non-current assets |
|
105,351 |
|
|
115,269 |
Total
assets |
$ |
1,207,269 |
|
$ |
1,253,517 |
|
|
|
LIABILITIES AND PARTNERS’ CAPITAL |
|
|
Other current
liabilities |
$ |
51,417 |
|
$ |
20,004 |
Total
borrowings, net (including current and non-current) |
|
486,857 |
|
|
489,028 |
Other
non-current liabilities |
|
14,165 |
|
|
16,466 |
Total
partners’ capital |
|
654,830 |
|
|
728,019 |
Total
liabilities and partners’ capital |
$ |
1,207,269 |
|
$ |
1,253,517 |
|
|
|
|
|
|
NAVIOS MARITIME PARTNERS
L.P.CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS(Expressed in thousands of U.S. Dollars except
unit and per unit data)
|
Three MonthPeriod EndedDecember
31, 2020(unaudited) |
|
Three Month Period EndedDecember 31,
2019(unaudited) |
|
Year EndedDecember 31,
2020(unaudited) |
|
Year EndedDecember 31,
2019(unaudited) |
Time charter and voyage revenues |
$ |
69,233 |
|
$ |
61,268 |
|
|
226,771 |
|
$ |
219,379 |
Time charter
and voyage expenses |
|
(2,381) |
|
|
(3,610) |
|
|
(11,028) |
|
|
(12,331) |
Direct vessel
expenses |
|
(2,667) |
|
|
(2,162) |
|
|
(10,337) |
|
|
(6,985) |
Vessel
operating expenses (management fees entirely through related
parties transactions) |
|
(25,308) |
|
|
(18,387) |
|
|
(93,732) |
|
|
(68,188) |
General and
administrative expenses |
|
(8,168) |
|
|
(6,559) |
|
|
(24,012) |
|
|
(20,984) |
Depreciation
and amortization |
|
(14,597) |
|
|
(13,352) |
|
|
(56,050) |
|
|
(53,255) |
Vessels
impairment loss |
|
(62,997) |
|
|
(29,335) |
|
|
(71,577) |
|
|
(36,680) |
Interest
expense and finance cost, net |
|
(5,523) |
|
|
(10,062) |
|
|
(24,159) |
|
|
(45,254) |
Interest
income |
|
125 |
|
|
780 |
|
|
639 |
|
|
6,172 |
Impairment of
receivable in affiliated company |
|
— |
|
|
— |
|
|
(6,900) |
|
|
— |
Other
income |
|
2,711 |
|
|
357 |
|
|
5,055 |
|
|
1,053 |
Other
expense |
|
(1,142) |
|
|
(265) |
|
|
(4,344) |
|
|
(4,990) |
Equity in net
earnings of affiliated companies |
|
547 |
|
|
(41,620) |
|
|
1,133 |
|
|
(40,071) |
Net
loss |
$ |
(50,167) |
|
$ |
(62,947) |
|
$ |
(68,541) |
|
$ |
(62,134) |
|
|
|
|
|
|
|
|
|
|
Earnings/ (loss) per unit:
|
Three MonthPeriod EndedDecember
31, 2020(unaudited) |
|
Three MonthPeriod EndedDecember
31, 2019(unaudited) |
|
Year EndedDecember 31,
2020(unaudited) |
|
Year EndedDecember 31,
2019(unaudited) |
|
|
|
|
|
Loss per
unit: |
|
|
|
|
Common unit (basic and diluted) |
$ |
(4.39 |
) |
|
$ |
(5.72 |
) |
|
$ |
(6.13 |
) |
|
$ |
(5.62 |
) |
NAVIOS MARITIME PARTNERS
L.P.Other Financial Information(Expressed
in thousands of U.S. Dollars except unit data)
|
|
|
|
Year EndedDecember 31,
2020(unaudited) |
|
Year EndedDecember 31,
2019(unaudited) |
Net cash provided by operating
activities |
$ |
94,086 |
|
$ |
70,395 |
Net cash used in investing
activities |
|
(83,854) |
|
|
(17,034) |
Net cash used in financing
activities |
|
(9,906) |
|
|
(84,414) |
Increase/ (decrease) in
cash, cash equivalents and restricted cash |
$ |
326 |
|
$ |
(31,053) |
|
|
|
|
|
|
EXHIBIT 2
NAVIOS MARITIME PARTNERS L.P.
Owned Drybulk Vessels |
|
Type |
|
Built |
|
Capacity (DWT) |
Navios La Paix |
|
Ultra-Handymax |
|
2014 |
|
61,485 |
Navios Christine B |
|
Ultra-Handymax |
|
2009 |
|
58,058 |
Navios Amaryllis |
|
Ultra-Handymax |
|
2008 |
|
58,735 |
Serenitas N |
|
Ultra-Handymax |
|
2011 |
|
56,644 |
Navios Hyperion |
|
Panamax |
|
2004 |
|
75,707 |
Navios Alegria |
|
Panamax |
|
2004 |
|
76,466 |
Navios Orbiter |
|
Panamax |
|
2004 |
|
76,602 |
Navios Anthos |
|
Panamax |
|
2004 |
|
75,798 |
Navios Azalea |
|
Panamax |
|
2005 |
|
74,759 |
Navios Camelia |
|
Panamax |
|
2009 |
|
75,162 |
Navios Helios |
|
Panamax |
|
2005 |
|
77,075 |
Navios Hope |
|
Panamax |
|
2005 |
|
75,397 |
Navios Sun |
|
Panamax |
|
2005 |
|
76,619 |
Navios Sagittarius |
|
Panamax |
|
2006 |
|
75,756 |
Navios Harmony |
|
Panamax |
|
2006 |
|
82,790 |
Navios Prosperity I |
|
Panamax |
|
2007 |
|
75,527 |
Navios Libertas |
|
Panamax |
|
2007 |
|
75,511 |
Navios Symmetry |
|
Panamax |
|
2006 |
|
74,381 |
Navios Apollon I |
|
Panamax |
|
2005 |
|
87,052 |
Navios Altair I |
|
Panamax |
|
2006 |
|
74,475 |
Navios Sphera |
|
Panamax |
|
2016 |
|
84,872 |
Copernicus N |
|
Panamax |
|
2010 |
|
93,062 |
Unity N |
|
Panamax |
|
2011 |
|
79,642 |
Odysseus N |
|
Panamax |
|
2011 |
|
79,642 |
Navios Victory |
|
Panamax |
|
2014 |
|
77,095 |
Navios Gem |
|
Capesize |
|
2014 |
|
181,336 |
Navios Fantastiks |
|
Capesize |
|
2005 |
|
180,265 |
Navios Aurora II |
|
Capesize |
|
2009 |
|
169,031 |
Navios Pollux |
|
Capesize |
|
2009 |
|
180,727 |
Navios Fulvia |
|
Capesize |
|
2010 |
|
179,263 |
Navios Melodia |
|
Capesize |
|
2010 |
|
179,132 |
Navios Luz |
|
Capesize |
|
2010 |
|
179,144 |
Navios Buena Ventura |
|
Capesize |
|
2010 |
|
179,259 |
Navios Joy |
|
Capesize |
|
2013 |
|
181,389 |
Navios Beaufiks |
|
Capesize |
|
2004 |
|
180,310 |
Navios Ace |
|
Capesize |
|
2011 |
|
179,016 |
Navios Sol |
|
Capesize |
|
2009 |
|
180,274 |
Navios Symphony |
|
Capesize |
|
2010 |
|
178,132 |
Navios Aster |
|
Capesize |
|
2010 |
|
179,314 |
Navios Mars |
|
Capesize |
|
2016 |
|
181,259 |
Bareboat Chartered-in vessel |
|
Type |
|
Built |
|
Capacity(DWT) |
|
Purchase Option |
Navios Libra |
|
Panamax |
|
2019 |
|
82,011 |
|
Yes |
Owned Containerships |
|
Type |
|
Built |
|
Capacity(TEU) |
Hyundai Hongkong |
|
Containership |
|
2006 |
|
6,800 |
Hyundai Singapore |
|
Containership |
|
2006 |
|
6,800 |
Hyundai Tokyo |
|
Containership |
|
2006 |
|
6,800 |
Hyundai Shanghai |
|
Containership |
|
2006 |
|
6,800 |
Hyundai Busan |
|
Containership |
|
2006 |
|
6,800 |
Harmony N |
|
Containership |
|
2006 |
|
2,824 |
Protostar N |
|
Containership |
|
2007 |
|
2,741 |
Bareboat Chartered-in vessels to be delivered |
|
Type |
|
Built |
|
Capacity(DWT) |
|
Purchase Option |
|
|
|
|
|
|
|
|
TBN1 |
Panamax |
|
2021 |
|
81,000 |
|
Yes |
TBN2 |
Panamax |
|
2021 |
|
81,000 |
|
Yes |
TBN3 |
Capesize |
|
2022 |
|
180,000 |
|
Yes |
TBN4 |
Capesize |
|
2022 |
|
180,000 |
|
Yes |
TBN5 |
Capesize |
|
2022 |
|
180,000 |
|
Yes |
Owned Vessels to be Delivered |
|
Type |
|
Built |
|
Capacity(DWT) |
|
|
|
|
|
|
Navios Avior |
Panamax |
|
2012 |
|
81,355 |
Navios Centaurus |
Panamax |
|
2012 |
|
81,472 |
TBN6 |
Panamax |
|
2022 |
|
81,000 |
EXHIBIT 3
Disclosure of Non-GAAP Financial
Measures
EBITDA, Adjusted EBITDA, Adjusted Net Income and
Adjusted Earnings per Common Unit are “non-U.S. GAAP financial
measures” and should not be used in isolation or considered
substitutes for net income/(loss), cash flow from operating
activities and other operations or cash flow statement data
prepared in accordance with generally accepted accounting
principles in the United States.
EBITDA represents net (loss)/ income
attributable to Navios Partners’ unitholders before interest and
finance costs, before depreciation and amortization (including
intangible accelerated amortization) and income taxes. Adjusted
EBITDA represents EBITDA excluding certain items, as described
under “Earnings Highlights”. Navios Partners uses Adjusted EBITDA
as a liquidity measure and reconcile EBITDA and Adjusted EBITDA to
net cash provided by operating activities, the most comparable U.S.
GAAP liquidity measure. EBITDA in this document is calculated as
follows: net cash provided by 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 and write-off of deferred financing cost;
(v) equity in net earnings of affiliate companies;
(vi) impairment charges; (vii) non-cash accrued interest
income and amortization of deferred revenue; (viii) equity
compensation expense; (ix) non-cash accrued interest income from
receivable from affiliates; and (x) amortization of operating lease
right-of-use asset. Navios Partners believes that EBITDA and
Adjusted EBITDA are each the basis upon which liquidity can be
assessed and presents useful information to investors regarding
Navios Partners’ ability to service and/or incur indebtedness, pay
capital expenditures, meet working capital requirements and make
cash distributions. Navios Partners also believes that EBITDA and
Adjusted EBITDA are 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 and Adjusted EBITDA have limitations as
an analytical tool, and should not be considered in isolation or as
a substitute for the analysis of Navios Partners’ results as
reported under U.S. GAAP. Some of these limitations are:
(i) EBITDA and Adjusted EBITDA do 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 and Adjusted EBITDA do not reflect
any cash requirements for such capital expenditures. Because of
these limitations, EBITDA and Adjusted EBITDA should not be
considered as a principal indicator of Navios Partners’
performance. Furthermore, our calculation of EBITDA and Adjusted
EBITDA may not be comparable to that reported by other companies
due to differences in methods of calculation.
4. Reconciliation of
Non-GAAP Financial Measures
|
|
Three MonthPeriod EndedDecember
31, 2020($
‘000)(unaudited) |
|
Three MonthPeriod EndedDecember
31, 2019($
‘000)(unaudited) |
|
Year EndedDecember
31, 2020($
‘000)(unaudited) |
|
Year EndedDecember
31, 2019($
‘000)(unaudited) |
Net cash provided by operating activities |
$ |
25,386 |
|
|
$ |
23,300 |
|
|
$ |
94,086 |
|
|
$ |
70,395 |
|
Net (increase)/
decrease in operating assets |
|
(766) |
|
|
|
3,587 |
|
|
|
7,261 |
|
|
|
11,069 |
|
Net increase/
(decrease) in operating liabilities |
|
7,126 |
|
|
|
(2,289) |
|
|
|
(22,207) |
|
|
|
(2,643) |
|
Net interest
cost |
|
5,398 |
|
|
|
9,282 |
|
|
|
23,520 |
|
|
|
39,082 |
|
Amortization and
write-off of deferred financing cost |
|
(571) |
|
|
|
(3,658) |
|
|
|
(2,141) |
|
|
|
(10,916) |
|
Amortization of
operating lease right-of-use asset |
|
(253) |
|
|
|
(220) |
|
|
|
(956) |
|
|
|
(378) |
|
Non cash accrued
interest income and amortization of deferred revenue |
|
400 |
|
|
|
3,167 |
|
|
|
1,588 |
|
|
|
12,638 |
|
Stock-based
compensation expense |
|
(223) |
|
|
|
(481) |
|
|
|
(946) |
|
|
|
(2,018) |
|
Vessels impairment
loss |
|
(62,997) |
|
|
|
(29,335) |
|
|
|
(71,577) |
|
|
|
(36,680) |
|
Other than temporary
impairment loss in Navios Containers investment |
|
— |
|
|
|
(42,603) |
|
|
|
— |
|
|
|
(42,603) |
|
Non cash accrued
interest income from receivable from affiliates |
|
— |
|
|
|
65 |
|
|
|
— |
|
|
|
279 |
|
Impairment of
receivable in affiliated company |
|
— |
|
|
|
— |
|
|
|
(6,900) |
|
|
|
— |
|
Allowance for credit
losses |
|
(1,495) |
|
|
|
— |
|
|
|
(1,495) |
|
|
|
— |
|
Change in estimated
guarantee claim receivable |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,638) |
|
Equity in net
earnings of affiliates, net of dividends received |
|
547 |
|
|
|
983 |
|
|
|
1,133 |
|
|
|
2,532 |
|
EBITDA(1) |
$ |
(27,448) |
|
|
$ |
(38,202) |
|
|
$ |
21,366 |
|
|
$ |
37,119 |
|
Change in estimated
guarantee claim receivable |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,638 |
|
Impairment of
receivable in affiliated company |
|
— |
|
|
|
— |
|
|
|
6,900 |
|
|
|
— |
|
Other than temporary
impairment loss in Navios Containers investment |
|
— |
|
|
|
42,603 |
|
|
|
— |
|
|
|
42,603 |
|
Vessels impairment
loss |
|
62,997 |
|
|
|
29,335 |
|
|
|
71,577 |
|
|
|
36,680 |
|
Adjusted
EBITDA |
$ |
35,549 |
|
|
$ |
33,736 |
|
|
$ |
99,843 |
|
|
$ |
120,040 |
|
|
|
(1) |
|
|
|
|
Three MonthPeriod EndedDecember
31, 2020($
‘000)(unaudited) |
|
|
|
Three MonthPeriod EndedDecember
31, 2019($
‘000)(unaudited) |
|
|
|
Year EndedDecember
31, 2020($
‘000)(unaudited) |
|
|
|
Year EndedDecember
31, 2019($
‘000)(unaudited) |
|
Net cash provided
by operating activities |
$ |
25,386 |
|
|
$ |
23,300 |
|
|
$ |
94,086 |
|
|
$ |
70,395 |
|
Net cash used in
investing activities |
$ |
(5,508) |
|
|
$ |
(10,150) |
|
|
$ |
(83,854) |
|
|
$ |
(17,034) |
|
Net cash used in
financing activities |
$ |
(19,765) |
|
|
$ |
(8,743) |
|
|
$ |
(9,906) |
|
|
$ |
(84,414) |
|
Increase/
(decrease) in cash, cash equivalents and restricted
cash |
$ |
113 |
|
|
$ |
4,407 |
|
|
|
326 |
|
|
$ |
(31,053) |
|
EXHIBIT 4
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
The following unaudited pro forma condensed
combined financial information gives effect to the Merger. The pro
forma condensed combined financial information for the year ended
December 31, 2020 has been derived from (i) the
historical consolidated financial statements of Navios Partners and
Navios Containers, and (ii) applying to them transaction
accounting adjustments based upon assumptions that management
believes to be reasonable and which are described in the footnotes
included hereto. The unaudited pro forma condensed combined balance
sheet is presented as if the Merger had occurred on
December 31, 2020. The unaudited pro forma condensed combined
statements of operations for the year ended December 31, 2020
is presented as if the Merger had occurred on January 1, 2020.
We refer to the Unaudited Pro Forma Condensed Balance Sheet and the
Unaudited Pro Forma Condensed Statement of Operations together as
the “unaudited pro forma financial information.”
Navios Partners and Navios Containers Merger
On December 31, 2020, Navios Partners and Navios
Containers entered into the Merger Agreement. Under the terms of
the Merger Agreement, Merger Sub, a wholly owned subsidiary of
Navios Partners, will merge with and into Navios Containers with
Navios Containers surviving as a wholly owned subsidiary of Navios
Partners. Each outstanding Navios Containers Public Unit will be
cancelled and automatically converted into the right to receive
0.39 of a Navios Partners Common Unit at the effective time of the
Merger.
Basis of Presentation
The unaudited pro forma condensed combined
financial statements reflect the application of pro forma
adjustments that are preliminary (such as fair values of vessels,
intangibles, debt, non-recurring gains and transaction costs) and
are based upon available information through March 24, 2021 and
certain assumptions, described in the accompanying notes hereto,
that management believes are reasonable under the circumstances.
The fair value calculations of the assets acquired and liabilities
assumed are in process and will not be completed until subsequent
to the closing of the Merger. Actual results may differ materially
from the assumptions within the accompanying unaudited pro forma
condensed combined financial statements. The unaudited pro forma
condensed combined financial statements have been prepared by
management and are not necessarily indicative of the financial
position or results of operations that would have been realized had
the Merger occurred as of the dates indicated above, nor is it
meant to be indicative of any anticipated financial position or
future results of operations that Navios Partners or Navios
Containers will experience going forward. In addition, the
accompanying unaudited pro forma condensed combined statement of
operations does not reflect any expected cost savings on
restructuring actions that Navios Partners or Navios Containers may
incur or generate. The acquisition of Navios Containers will be
accounted for as a business combination and will reflect the
application of acquisition accounting in accordance with Accounting
Standards Codification ASC 805, Business Combinations.
The unaudited pro forma financial information is
based upon, has been derived from and should be read in conjunction
with, the unaudited historical condensed consolidated financial
statements of Navios Partners for the year ended December 31, 2020
filed on Form 6-K, as filed with the SEC on March 24,
2021, and the unaudited historical condensed consolidated financial
statements of Navios Containers for the year ended December 31,
2020, (in each case, prepared in accordance with U.S. GAAP).
Unaudited Pro Forma Condensed Combined
Balance SheetAs of December 31,
2020(In thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NaviosPartners |
|
NaviosContainers |
|
TransactionAccountingAdjustments |
|
|
Notes |
|
|
Pro FormaCombined |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
19,303 |
|
$ |
7,573 |
|
$ |
— |
|
|
|
|
|
|
$ |
26,876 |
|
Restricted cash |
|
|
11,425 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
11,425 |
|
Accounts receivable, net |
|
|
16,969 |
|
|
3,456 |
|
|
— |
|
|
|
|
|
|
|
20,425 |
|
Due from related parties, short
term |
|
|
5,000 |
|
|
150 |
|
|
— |
|
|
|
|
|
|
|
5,150 |
|
Prepaid expenses and other
current assets |
|
|
8,083 |
|
|
5,505 |
|
|
— |
|
|
|
|
|
|
|
13,588 |
|
Total current
assets |
|
|
60,780 |
|
|
16,684 |
|
|
— |
|
|
|
|
|
|
|
77,464 |
|
Vessels, net |
|
|
1,041,138 |
|
|
384,970 |
|
|
134,030 |
|
|
|
(1 |
) |
|
|
1,560,138 |
|
Other long-term assets |
|
|
18,850 |
|
|
1,632 |
|
|
(533 |
) |
|
|
(1 |
) |
|
|
19,949 |
|
Deferred dry dock and special
survey costs, net |
|
|
37,045 |
|
|
19,068 |
|
|
(19,068 |
) |
|
|
(1 |
) |
|
|
37,045 |
|
Due from related parties, long
term |
|
|
— |
|
|
8,436 |
|
|
— |
|
|
|
|
|
|
|
8,436 |
|
Investment in affiliates |
|
|
26,158 |
|
|
— |
|
|
(117,245 |
) |
|
|
(2 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
91,087 |
|
|
|
(1 |
) |
|
|
— |
|
Favorable lease assets |
|
|
2,000 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
2,000 |
|
Notes receivable, net of current
portion |
|
|
8,013 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
8,013 |
|
Operating lease assets |
|
|
13,285 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
13,285 |
|
Total non-current assets |
|
|
1,146,489 |
|
|
414,106 |
|
|
88,271 |
|
|
|
|
|
|
|
1,648,866 |
|
Total
assets |
|
$ |
1,207,269 |
|
$ |
430,790 |
|
$ |
88,271 |
|
|
|
|
|
|
$ |
1,726,330 |
|
LIABILITIES AND PARTNERS’
CAPITAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
6,299 |
|
$ |
3,168 |
|
$ |
— |
|
|
$ |
|
|
|
|
9,467 |
|
Accrued expenses |
|
|
4,781 |
|
|
2,813 |
|
|
1,224 |
|
|
|
(1 |
) |
|
|
8,818 |
|
Deferred revenue |
|
|
3,185 |
|
|
1,105 |
|
|
— |
|
|
|
|
|
|
|
4,290 |
|
Operating lease liabilities,
current portion |
|
|
1,173 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
1,173 |
|
Current portion of financial
liabilities, net |
|
|
6,277 |
|
|
22,165 |
|
|
890 |
|
|
|
(1 |
) |
|
|
29,332 |
|
Current portion of long-term
debt, net |
|
|
195,558 |
|
|
10,611 |
|
|
360 |
|
|
|
(1 |
) |
|
|
206,529 |
|
Amounts due to related
parties |
|
|
35,979 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
35,979 |
|
Total current
liabilities |
|
|
253,252 |
|
|
39,862 |
|
|
2,474 |
|
|
|
|
|
|
|
295,588 |
|
Unfavorable lease
liabilities |
|
|
|
|
|
|
|
|
95,716 |
|
|
|
(1 |
) |
|
|
95,716 |
|
Operating lease liabilities,
net |
|
|
11,980 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
11,980 |
|
Long-term financial liabilities,
net |
|
|
56,481 |
|
|
154,272 |
|
|
2,053 |
|
|
|
(1 |
) |
|
|
212,806 |
|
Long-term debt, net |
|
|
228,541 |
|
|
45,111 |
|
|
408 |
|
|
|
(1 |
) |
|
|
274,060 |
|
Deferred revenue |
|
|
2,185 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
2,185 |
|
Total non-current liabilities |
|
|
299,187 |
|
|
199,383 |
|
|
98,177 |
|
|
|
|
|
|
|
596,747 |
|
Total
liabilities |
|
$ |
552,439 |
|
$ |
239,245 |
|
$ |
100,651 |
|
|
|
|
|
|
$ |
892,335 |
|
Commitments and
contingencies |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners’
capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,778 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(117,245 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
91,087 |
|
|
|
(1 |
) |
|
|
|
|
Total Partners’
capital: |
|
|
654,830 |
|
|
191,545 |
|
|
(12,380 |
) |
|
|
|
|
|
|
833,995 |
|
Total liabilities and
stockholders’ equity |
|
$ |
1,207,269 |
|
$ |
430,790 |
|
$ |
88,271 |
|
|
|
|
|
|
$ |
1,726,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the Unaudited Pro Forma
Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined
Statement of OperationsFor the year ended
December 31, 2020(In thousands of U.S.
dollars, except unit data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NaviosPartners |
|
|
NaviosContainers |
|
|
TransactionAccountingAdjustments |
|
Notes |
|
|
Pro FormaCombined |
|
Revenue |
|
$ |
226,771 |
|
|
$ |
127,188 |
|
|
$ |
— |
|
|
|
|
|
|
$ |
353,959 |
|
|
Time charter and voyage
expenses |
|
|
(11,028 |
) |
|
|
(6,327 |
) |
|
|
— |
|
|
|
|
|
|
|
(17,355 |
) |
|
Direct vessel expenses |
|
|
(10,337 |
) |
|
|
(5,488 |
) |
|
|
— |
|
|
|
|
|
|
|
(15,825 |
) |
|
Vessel operating expenses
(management fees entirely through related parties
transactions) |
|
|
(93,732 |
) |
|
|
(69,147 |
) |
|
|
— |
|
|
|
|
|
|
|
(162,879 |
) |
|
General and administrative
expenses |
|
|
(24,012 |
) |
|
|
(10,890 |
) |
|
|
(1,224 |
) |
|
|
(1 |
) |
|
|
(36,126 |
) |
|
Transaction costs |
|
|
— |
|
|
|
(1,626 |
) |
|
|
1,626 |
|
|
|
(1 |
) |
|
|
— |
|
|
Depreciation and
amortization |
|
|
(56,050 |
) |
|
|
(16,598 |
) |
|
|
47,406 |
|
|
|
(1 |
) |
|
|
(25,242 |
) |
|
Vessels impairment loss |
|
|
(71,577 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
(71,577 |
) |
|
Impairment of receivable in
affiliated company |
|
|
(6,900 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
(6,900 |
) |
|
Interest expense and finance
cost, net |
|
|
(24,159 |
) |
|
|
(13,912 |
) |
|
|
2,361 |
|
|
|
(1 |
) |
|
|
(35,710 |
) |
|
Interest income |
|
|
639 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
639 |
|
|
Bargain purchase gain |
|
|
— |
|
|
|
— |
|
|
|
64,826 |
|
|
|
(1 |
) |
|
|
64,826 |
|
|
Other income |
|
|
5,055 |
|
|
|
409 |
|
|
|
— |
|
|
|
|
|
|
|
5,464 |
|
|
Other expense |
|
|
(4,344 |
) |
|
|
(261 |
) |
|
|
— |
|
|
|
|
|
|
|
(4,605 |
) |
|
Equity in net earnings of
affiliated companies |
|
|
1,133 |
|
|
|
— |
|
|
|
23,344 |
|
|
|
(2 |
) |
|
|
24,477 |
|
|
Net
(loss)/income |
|
$ |
(68,541 |
) |
|
$ |
3,348 |
|
|
$ |
138,339 |
|
|
|
|
|
|
$ |
73,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)/ income attributable
to Common unitholders |
|
$ |
(67,173 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
71,683 |
|
|
Pro forma basic and diluted
(loss)/ income per unit attributable to common unitholders |
|
$ |
(6.13 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3.75 |
|
|
Pro forma basic and diluted
weighted average common units |
|
|
10,966,518 |
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
19,099,305 |
|
|
See accompanying notes to the Unaudited Pro Forma
Condensed Combined Financial Information
Notes to the Unaudited Pro Forma
Condensed Combined Financial Statements (In thousands of U.S.
dollars, except unit data)
Fair Value of Consideration
For the purpose of the preparation of the
unaudited pro forma condensed combined financial statements, it has
been assumed that all of the holders of Navios Containers common
units, other than Navios Partners, Navios Containers and their
respective subsidiaries (the “Navios Containers Public Units”),
will exchange their Navios Containers Public Units for the merger
consideration.
The preliminary fair value estimate of purchase
consideration of $141,722 was calculated based on the closing stock
price of Navios Partners Common Units on December 31, 2020 of
$11.20 and represents the fair value of 100% of the conversion of
the outstanding units of Navios Containers of 32,445,577 at an
exchange rate of 0.39.
The preliminary estimate of the consideration
reflected in the unaudited pro forma financial information does not
purport to represent the actual consideration to be transferred
upon closing of the Merger. In accordance with GAAP, the fair value
of Navios Partners Common Units to be issued as part of the
consideration transferred in connection with the Merger will be
measured on the completion date of the exchange of units at the
then-current market price of Navios Partners Common Units. This
requirement will likely result in a consideration different from
the amount assumed in the unaudited pro forma financial
information.
If the Company assumes a more current stock
price based on the closing stock price as of March 23, 2021 of
$24.75, the change in share price would increase the consideration
by approximately $171,000. Based upon the purchase price allocation
in Note 1, this would result in the recognition of goodwill of
approximately $107,000. The fair value calculations of the assets
to be acquired and liabilities to be assumed are preliminary and
will not be completed until subsequent to the closing of the
Merger. A change of 5% per share in the closing stock price
of Navios Partners Common Units as of March 23, 2021 would increase
or decrease the consideration by approximately $16,000, which would
be reflected in the unaudited pro forma financial information as a
decrease or increase to goodwill, respectively.
Transaction Accounting
Adjustments
In May 2020, the SEC adopted Release No.
33-10786 entitled “Amendments to Financial Disclosures about
Acquired and Disposed Businesses,” or the Final Rule. The Final
Rule was effective on January 1, 2021 and the unaudited
pro forma condensed combined financial information herein is
presented in accordance therewith.
Adjustments included in the column under the
heading “Transaction Accounting Adjustments” are solely based on
information contained within the Merger Agreement. Transaction
Accounting Adjustments are required adjustments that reflect only
the application of required accounting to the transaction linking
the effects of the acquisition of Navios Containers to the
historical financial information of Navios Partners.
(1) |
Pro forma adjustments are necessary to reflect the acquisition
consideration exchanged and to adjust amounts related to tangible
assets and liabilities of Navios Containers to reflect the
preliminary assessment of the fair value of the assets to be
acquired and liabilities to be assumed and is based upon reasonable
estimates that are subject to revision as additional information
becomes available. The preliminary fair values, as well as their
incremental effects, are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CarryingValue as
ofDecember 31,2020 |
|
|
Pro FormaEstimatedFair Value |
|
|
Pro FormaFair
ValueAdjustment |
|
|
|
|
|
|
|
(In thousands of U.S. dollars) |
|
Vessels, including deferred
drydock and special survey costs, net |
|
$ |
404,038 |
|
|
$ |
519,000 |
|
|
$ |
(114,962 |
) |
Unfavorable lease
liabilities |
|
|
— |
|
|
|
(95,716 |
) |
|
|
95,716 |
|
Net working capital |
|
|
19,666 |
|
|
|
19,133 |
|
|
|
533 |
|
Debt |
|
|
(235,869 |
) |
|
|
(235,869 |
) |
|
|
— |
|
Debt discount |
|
|
1,464 |
|
|
|
— |
|
|
|
1,464 |
|
Deferred finance costs |
|
|
2,246 |
|
|
|
— |
|
|
|
2,246 |
|
Net assets |
|
$ |
191,545 |
|
|
$ |
206,548 |
|
|
$ |
(15,003 |
) |
Fair value of consideration |
|
|
|
|
|
|
141,722 |
|
|
|
|
|
Bargain purchase gain |
|
|
|
|
|
$ |
64,826 |
|
|
|
|
|
Vessels: Represents the
preliminary fair value adjustment to bring the carrying value of
the vessels to their fair value as well as their respective
incremental depreciation. Deferred dry docking and special survey
costs of Navios Containers have been eliminated. The useful lives
used to calculate the incremental depreciation are consistent with
the useful lives used in the financial statements of the acquirer
and the remaining useful lives which range from 15 to 20 years. A
10% increase in the fair value of vessels results in an approximate
$2.9 million increase in incremental depreciation expense.
Unfavorable Lease
Liabilities: Represents the preliminary fair value
adjustment to bring the carrying value of the favorable and
unfavorable lease liabilities to their fair values as well as their
respective incremental amortization. The useful lives used to
calculate the incremental amortization are consistent with the
lease terms of the underlying charter contracts and the remaining
lives of the lease terms which range from 0.2 to 5.3 years.
Net Working Capital: Net
working capital consists of the historical Navios Containers
balances of cash and cash equivalents, other long-term assets,
accounts receivable, due from related parties current
and non-current, prepaid expenses and other current
assets, accounts payable, prepaid revenue and accrued expenses. The
straight line of leases has been eliminated. The carrying value of
all other working capital items are assumed to approximate fair
value.
Transaction Costs: Reflects an
accrual for estimated transaction expenses of $1,874 in the
unaudited pro forma condensed combined Balance Sheet and the
unaudited pro forma condensed combined Statement of Operations for
the year ended December 31, 2020. These transaction costs are
one-time non-recurring expenses directly associated with the
Merger.
Debt: Represents the
preliminary fair value of the debt. The outstanding balance of the
floating rate debt approximates its fair value as estimated based
on currently available debt with similar contract terms, interest
rate and remaining maturity, as well as taking into account Navios
Partners’ creditworthiness. The debt discount and the deferred
finance costs related to Navios Containers are eliminated. In
addition, the income statement reflects the adjustment to
amortization expense of $2,361 for the year ended December 31,
2020, had the fair value of debt discount and deferred financing
costs been eliminated as of January 1, 2020.
Bargain Purchase Gain: The
estimated fair value of the net assets exceeds the fair value of
the consideration in the Merger. As the unaudited pro forma
condensed combined financial information assumes the Merger
occurred as of January 1, 2020, this gain has been recorded as a
transaction accounting adjustment for the year ended December 31,
2020. This bargain purchase gain will not affect the Navios
Partners statement of operations beyond 12 months after the closing
of the Merger.
(2) |
Represents the elimination of the equity method investment held by
Navios Partners in Navios Containers and the earnings and the gain
to be recognized at the date of the controlling interest is
acquired. Upon closing of the Merger, Navios Partners will acquire
the remaining 64.3% equity interest of Navios Containers and, in
accordance with ASC 805-10-25-10, Navios Partners’
previously held equity interest of 35.7% should be remeasured to
fair value at the date the controlling interest is acquired. The
fair value of 100% of Navios Containers was estimated based on the
fair value of consideration exchanged. The difference between the
carrying value and the estimated fair value of the previously held
equity interest will be recognized as a gain in the statement of
operations. The difference between the carrying value and the
estimated fair value of the 35.7% of the consideration exchanged
results in a gain of $24,477 and has been calculated as
follows: |
|
|
|
|
|
Historical value of the 35.7%
equity method investment in Navios Containers as of
December 31, 2020 |
|
$ |
26,158 |
|
Estimated fair value of 35.7% of
Navios Containers equity |
|
|
(50,635 |
) |
Estimated gain on equity
method investment upon obtaining control |
|
$ |
(24,477 |
) |
The gain on the equity method investment is
reflected in the pro forma statement of operations for the year
ended December 31, 2020, as the Merger is assumed to have
occurred on January 1, 2020 for purposes of the unaudited pro
forma condensed combined financial information. This equity method
gain will not affect the Navios Partners statement of operations
beyond 12 months after the closing of the Merger.
(3 |
) |
The calculation of the pro forma basic and diluted earnings per
share attributable to the holders of Navios Partners Common Units
is based on: (i) the closing share price of Navios Partners
Common Units of $11.20 on December 31, 2020, and
(ii) the Exchange Ratio for Navios Containers Public
Units. |
|
|
|
|
|
|
|
For the year ended
December 31, 2020 |
|
Numerator: |
|
|
|
|
Pro forma net income |
|
$ |
73,146 |
|
Net income attributable to common
unit holders (basic and diluted) |
|
$ |
71,683 |
|
Denominator: |
|
|
|
|
Weighted average units
outstanding |
|
|
10,966,518 |
|
Units issued as consideration for
the Merger |
|
|
8,132,787 |
|
Denominator for basic and diluted
net income per unit: |
|
|
|
|
Pro forma weighted average
units |
|
|
19,099,305 |
|
Net income per unit, basic and
diluted |
|
$ |
3.75 |
|
EXHIBIT 5
NAVIOS MARITIME CONTAINERS L.P. FINANCIAL
STATEMENTS
|
UNAUDITED CONSOLIDATED BALANCE
SHEETS AT DECEMBER 31, 2020 AND 2019 |
UNAUDITED CONSOLIDATED
STATEMENTS OF OPERATIONS FOR EACH OF THE YEARS ENDED DECEMBER 31,
2020, 2019 AND 2018 |
UNAUDITED CONSOLIDATED
STATEMENTS OF CASH FLOWS FOR EACH OF THE YEARS ENDED DECEMBER 31,
2020, 2019 AND 2018 |
UNAUDITED CONSOLIDATED
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL FOR EACH OF THE YEARS
ENDED DECEMBER 31, 2020, 2019 AND 2018 |
NAVIOS MARITIME CONTAINERS
L.P.UNAUDITED CONSOLIDATED BALANCE
SHEETS(Expressed in thousands of U.S. dollars except unit
and per unit data)
|
December 31, |
|
December 31, |
|
2020 |
|
2019 |
ASSETS |
|
|
|
|
|
|
Current
assets |
|
|
|
|
|
|
Cash and cash equivalents |
$ |
7,573 |
|
$ |
16,685 |
|
Restricted cash |
|
— |
|
|
1,424 |
|
Accounts receivable, net |
|
3,456 |
|
|
2,287 |
|
Inventories |
|
4,505 |
|
|
4,457 |
|
Balance due from related
parties, current |
|
150 |
|
— |
|
Other current assets |
|
674 |
|
4,525 |
|
Prepaid expenses |
|
326 |
|
|
72 |
|
Total current
assets |
|
16,684 |
|
|
29,450 |
|
Non-current
assets |
|
|
|
|
|
|
Vessels, net |
|
384,970 |
|
395,621 |
|
Intangible assets |
|
— |
|
6,288 |
|
Deferred drydock and special
survey costs, net |
|
19,068 |
|
|
19,522 |
|
Balance due from related
parties, non-current |
|
8,436 |
|
8,195 |
|
Other long-term assets |
|
1,632 |
|
|
1,226 |
|
Total non-current
assets |
|
414,106 |
|
|
430,852 |
|
Total
assets |
$ |
430,790 |
|
$ |
460,302 |
|
LIABILITIES AND PARTNERS’ CAPITAL |
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
|
Accounts payable |
$ |
3,168 |
|
$ |
2,343 |
|
Accrued expenses |
|
2,813 |
|
4,928 |
|
Deferred income and cash
received in advance |
|
1,105 |
|
|
807 |
|
Balance due to related
parties, current |
|
— |
|
16,586 |
|
Financial liabilities short
term, net of deferred finance costs |
|
22,165 |
|
8,237 |
|
Current portion of long-term
debt, net of deferred finance costs |
|
10,611 |
|
|
38,496 |
|
Total current
liabilities |
|
39,862 |
|
|
71,397 |
|
Non-current
liabilities |
|
|
|
|
|
|
Long-term financial
liabilities, net of current portion and net of deferred finance
costs |
|
154,272 |
|
69,863 |
|
Long-term debt, net of current
portion and net of deferred finance costs |
|
45,111 |
|
|
129,062 |
|
Total non-current
liabilities |
|
199,383 |
|
|
198,925 |
|
Total
liabilities |
|
239,245 |
|
|
270,322 |
|
|
|
|
|
|
Commitment and
contingencies |
|
|
|
|
|
|
|
— |
|
|
— |
Partners’
capital |
|
|
|
|
|
|
|
Common unit holders
—32,445,577 and 34,603,100 common units issued and outstanding at
December 31, 2020 and December 31, 2019, respectively |
|
191,545 |
|
|
189,980 |
|
|
Total Partners’
capital |
|
191,545 |
|
|
189,980 |
|
|
Total liabilities and
Partners’ capital |
$ |
430,790 |
|
|
460,302 |
|
|
|
|
|
|
|
|
|
|
NAVIOS MARITIME CONTAINERS
L.P.UNAUDITED CONSOLIDATED STATEMENTS OF
OPERATIONS(Expressed in thousands of U.S. dollars except
unit and per unit data)
|
|
Year Ended |
|
|
|
Year Ended |
|
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
2020 |
|
|
|
2019 |
|
|
|
2018 |
|
Revenue |
$ |
127,188 |
|
|
$ |
141,532 |
|
|
$ |
133,921 |
|
Time charter and voyage
expenses |
|
(6,327 |
) |
|
|
(5,754 |
) |
|
|
(4,178 |
) |
Direct vessel expenses |
|
(5,488 |
) |
|
|
(4,077 |
) |
|
|
(1,314 |
) |
Vessel operating expenses
(management fees entirely through related parties
transactions) |
|
(69,147 |
) |
|
|
(65,638 |
) |
|
|
(53,772 |
) |
General and administrative
expenses |
|
(10,890 |
) |
|
|
(10,223 |
) |
|
|
(7,413 |
) |
Transaction costs |
|
(1,626 |
) |
|
|
— |
|
|
|
(4,990 |
) |
Depreciation and
amortization |
|
(16,598 |
) |
|
|
(28,647 |
) |
|
|
(38,552 |
) |
Interest expense and finance
cost |
|
(13,912 |
) |
|
|
(16,846 |
) |
|
|
(11,785 |
) |
Interest income |
|
— |
|
|
|
— |
|
|
|
90 |
|
Other income |
|
409 |
|
|
|
603 |
|
|
|
1,017 |
|
Other expense |
|
(261 |
) |
|
|
(3,443 |
) |
|
|
(324 |
) |
Net
income |
$ |
3,348 |
|
|
$ |
7,507 |
|
|
$ |
12,700 |
|
Net earnings per
common unit, basic and diluted |
$ |
0.10 |
|
|
$ |
0.22 |
|
|
$ |
0.38 |
|
Weighted average
number of common units, basic and diluted |
|
34,007,718 |
|
|
|
34,603,100 |
|
|
|
33,527,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NAVIOS MARITIME CONTAINERS
L.P.UNAUDITED CONSOLIDATED STATEMENTS OF CASH
FLOWS(Expressed in thousands of U.S. dollars except unit
and per unit data)
|
|
Year EndedDecember 31, |
|
|
Year EndedDecember 31, |
|
|
Year EndedDecember 31, |
|
|
2020 |
|
|
2019 |
|
|
2018 |
OPERATING
ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income |
$ |
3,348 |
|
$ |
7,507 |
|
$ |
12,700 |
Adjustments to reconcile net
income to net cash provided by operating activities: |
|
|
|
|
|
|
|
Depreciation and
amortization |
|
16,598 |
|
|
28,647 |
|
|
38,552 |
Amortization of deferred
financing costs |
|
2,361 |
|
|
1,943 |
|
|
1,598 |
Amortization of deferred
drydock and special survey costs |
|
5,311 |
|
|
3,639 |
|
|
1,314 |
Changes in operating assets
and liabilities: |
|
|
|
|
|
|
|
(Increase)/decrease in
accounts receivable |
|
(1,169) |
|
|
356 |
|
|
(2,001) |
(Increase)/decrease in balance
due from related companies, current |
|
(150) |
|
|
— |
|
|
5,643 |
Increase in inventories |
|
(48) |
|
|
(3,858) |
|
|
(63) |
Decrease/(increase) in other
current assets |
|
4,409 |
|
|
(1,622) |
|
|
(2,854) |
(Increase)/decrease in prepaid
expenses |
|
(254) |
|
|
28 |
|
|
(100) |
Increase in balance due from
related parties, non-current |
|
(242) |
|
|
(333) |
|
|
(2,097) |
Increase in other long term
assets |
|
(407) |
|
|
(127) |
|
|
(1,099) |
Increase/(decrease) in
accounts payable |
|
828 |
|
|
(1,230) |
|
|
2,992 |
Increase/(decrease) in accrued
expenses |
|
885 |
|
|
2,626 |
|
|
(1,631) |
(Decrease)/increase in due to
related companies |
|
(15,664) |
|
|
12,521 |
|
|
4,065 |
Increase/(decrease) in
deferred income and cash received in advance |
|
298 |
|
|
(1,345) |
|
|
(392) |
Payments for drydock and
special survey costs |
|
(5,416) |
|
|
(11,776) |
|
|
(9,118) |
Net cash provided by
operating activities |
$ |
10,688 |
|
$ |
36,976 |
|
$ |
47,509 |
INVESTING
ACTIVITIES: |
|
|
|
|
|
|
|
|
Acquisition of/additions to
vessels |
|
(581) |
|
|
(62,513) |
|
|
(170,503) |
Purchase option fee |
|
(3,000) |
|
|
— |
|
|
— |
Net cash used in
investing activities |
$ |
(3,581) |
|
$ |
(62,513) |
|
$ |
(170,503) |
FINANCING
ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from long-term debt
and financial liabilities, net |
|
119,060 |
|
|
125,022 |
|
|
216,200 |
Repayment of long-term debt
and financial liabilities |
|
(132,400) |
|
|
(98,417) |
|
|
(114,255) |
Debt issuance costs |
|
(2,520) |
|
|
(1,851) |
|
|
(3,615) |
Proceeds from issuance of
common units, net of offering costs |
|
— |
|
|
— |
|
|
29,055 |
Repurchase of common
units |
|
(1,783) |
|
|
— |
|
|
— |
Net cash (used
in)/provided by financing activities |
$ |
(17,643) |
|
$ |
24,754 |
|
$ |
127,385 |
Net (decrease)/increase in
cash and cash equivalents and restricted cash |
|
(10,536) |
|
|
(783) |
|
|
4,391 |
Cash and cash
equivalents and restricted cash, beginning of period |
|
18,109 |
|
|
18,892 |
|
|
14,501 |
Cash and cash
equivalents and restricted cash, end of period |
$ |
7,573 |
|
$ |
18,109 |
|
$ |
18,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest,
net |
$ |
12,016 |
|
$ |
14,296 |
|
$ |
9,028 |
|
|
|
|
|
|
|
|
|
NAVIOS MARITIME CONTAINERS
L.P.UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES
IN PARTNERS’ CAPITAL(Expressed in thousands of U.S.
dollars except unit and per unit data)
|
|
|
|
|
|
|
|
|
|
Common
unit holders |
|
Partners’ |
|
|
|
Units |
|
Amount |
|
Capital |
|
Balance, December 31, 2017 |
|
29,148,554 |
|
$ |
140,718 |
|
|
$ |
140,718 |
|
|
Proceeds from private
placements, net of offering costs |
|
5,454,546 |
|
|
29,055 |
|
29,055 |
|
|
Net income |
|
— |
|
|
12,700 |
|
|
|
12,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2018 |
|
34,603,100 |
|
$ |
182,473 |
|
|
$ |
182,473 |
|
|
Net income |
|
— |
|
|
7,507 |
|
|
|
7,507 |
|
|
Balance, December 31,
2019 |
|
34,603,100 |
|
$ |
189,980 |
|
|
$ |
189,980 |
|
|
Repurchase of common
units |
|
(2,157,523 |
) |
|
(1,783 |
) |
|
|
(1,783 |
) |
|
Net income |
|
— |
|
|
3,348 |
|
|
|
3,348 |
|
|
Balance, December 31,
2020 |
|
32,445,577 |
|
$ |
191,545 |
|
|
$ |
191,545 |
|
|
|
|
EXHIBIT 6
NAVIOS MARITIME CONTAINERS L.P.
Owned Containerships |
|
Type |
|
Built |
|
Capacity(TEU) |
Navios Summer (1) |
|
Containership |
|
2006 |
|
3,450 |
Navios Verano (1) |
|
Containership |
|
2006 |
|
3,450 |
Navios Spring (1) |
|
Containership |
|
2007 |
|
3,450 |
Navios Amaranth (1) |
|
Containership |
|
2007 |
|
4,250 |
Navios Indigo (1) |
|
Containership |
|
2007 |
|
4,250 |
Navios Vermilion (1) |
|
Containership |
|
2007 |
|
4,250 |
Navios Verde (1) |
|
Containership |
|
2007 |
|
4,250 |
Navios Amarillo (1) |
|
Containership |
|
2007 |
|
4,250 |
Navios Azure (1) |
|
Containership |
|
2007 |
|
4,250 |
Navios Domino (1) |
|
Containership |
|
2008 |
|
4,250 |
Navios Delight (1) |
|
Containership |
|
2008 |
|
4,250 |
Navios Dedication (1) |
|
Containership |
|
2008 |
|
4,250 |
Navios Devotion (1) |
|
Containership |
|
2009 |
|
4,250 |
Navios Destiny (1) |
|
Containership |
|
2009 |
|
4,250 |
Navios Lapis |
|
Containership |
|
2009 |
|
4,250 |
Navios Tempo |
|
Containership |
|
2009 |
|
4,250 |
Navios Dorado |
|
Containership |
|
2010 |
|
4,250 |
Navios Felicitas |
|
Containership |
|
2010 |
|
4,360 |
Bahamas |
|
Containership |
|
2010 |
|
4,360 |
Bermuda |
|
Containership |
|
2010 |
|
4,360 |
Navios Miami |
|
Containership |
|
2009 |
|
4,563 |
Navios Magnolia |
|
Containership |
|
2008 |
|
4,730 |
Navios Jasmine |
|
Containership |
|
2008 |
|
4,730 |
APL Denver |
|
Containership |
|
2008 |
|
4,730 |
Navios Nerine |
|
Containership |
|
2008 |
|
4,730 |
Navios Utmost (1) |
|
Containership |
|
2006 |
|
8,204 |
Navios Unite (1) |
|
Containership |
|
2006 |
|
8,204 |
Navios Unison (2) |
|
Containership |
|
2010 |
|
10,000 |
Navios Constellation (2) |
|
Containership |
|
2011 |
|
10,000 |
|
(1) |
The vessel is
subject to a sale and leaseback transaction for a period of up to
five years, at which time Navios Containers has an obligation to
purchase the vessel. |
|
(2) |
The vessel is subject to a sale and leaseback transaction for a
period of up to seven years, at which time Navios Containers has an
obligation to purchase the vessel. |
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