NAVIOS MARITIME CONTAINERS L.P.
CONDENSED NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(Expressed in thousands of U.S. dollars except
unit and per unit data)
NOTE 8: 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 condensed consolidated 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 the condensed
consolidated financial statements were prepared. While the ultimate
disposition of these actions cannot be predicted with certainty,
management does not believe the outcome, individually or in
aggregate, of such actions will have a material effect on the
Company’s financial position, results of operations or cash
flows.
In February 2019, the Company announced the exercise of an option
to acquire a 2011-built 10,000 TEU containership from an unrelated
third party for a purchase price of $52,500. In July 2019, the
Company converted the obligation to purchase a 2011-built 10,000
TEU containership, into an option. The agreement granted the
Company the option and the right of first refusal to acquire the
vessel at terms mutually agreed with the seller. During the fourth
quarter of 2019, the Company received notice from the sellers to
acquire the vessel. Navios Containers did not exercise the option
and the containership was sold to a third party. As a result,
Navios Containers made a payment of $3,000 to the sellers on
April 1, 2020.
NOTE 9: TRANSACTIONS WITH RELATED PARTIES
Vessel operating expenses (management fees): Pursuant to a
management agreement dated June 7, 2017, as amended on
November 23, 2017, April 23, 2018, June 1, 2018 and
August 28, 2019 (the “Management Agreement”), the Manager
provides commercial and technical management services to the
Company’s vessels. The term of this agreement is for an initial
period of five years with an automatic extension for five years
periods thereafter unless a notice for termination is received by
either party. In August 2019, the Company extended the duration of
the Management Agreement until January 1, 2025, with an
automatic renewal for an additional five years, unless earlier
terminated by either party, and provides for payment of a
termination fee by Navios Containers, equal to the fees charged for
the full calendar year preceding the termination date, in the event
the Management Agreement is terminated on or before
December 31, 2024. The fixed vessel operating expenses charged
by the Manager for the period through December 31, 2019 and
the two-year period
commencing January 1, 2020 are: (a) $6.1 and $6.2 daily rate
per Container vessel of 3,000 TEU up to 4,999 TEU, respectively;
(b) $7.4 and $7.8 daily rate per Container vessel of 8,000 TEU up
to 9,999 TEU, respectively; (c) $7.4 and $8.3 daily rate per
Container vessel of 10,000 TEU up to 11,999 TEU, respectively; and
(d) commencing January 1, 2020, $0.1 per vessel daily
rate for technical and commercial management services. Commencing
January 1, 2022, the fees described in subsections
(a) through (c) are subject to an annual increase of 3%,
unless otherwise agreed. This fixed daily fee covers all of the
vessels operating expenses, other than certain extraordinary fees
and costs, as defined in the Management Agreement. For the nine
month periods ended September 30, 2020 and 2019 certain
extraordinary fees and costs related to regulatory requirements,
under Company’s Management Agreement amounted to $212 and $7,810,
respectively, and are presented under the caption “Acquisition
of/additions to vessels” in the condensed consolidated statements
of cash flows. Drydocking and special survey are paid to the
Manager at cost. Total fixed vessel operating expenses for the
three month periods ended September 30, 2020 and 2019, under
the respective agreement amounted to $17,381 and $16,754,
respectively, and are presented under the caption “Vessel operating
expenses (management fees entirely through related parties
transactions)” in the condensed consolidated statements of
operations. Total fixed vessel operating expenses for the nine
month periods ended September 30, 2020 and 2019, under the
respective agreement amounted to $51,765 and $48,885, respectively,
and are presented under the caption “Vessel operating expenses
(management fees entirely through related parties transactions)” in
the condensed consolidated statements of operations.
General & administrative expenses: Pursuant
to the administrative services agreement, dated June 7, 2017,
as amended on August 28, 2019 (the “Administrative
Agreement”), the Manager also provides administrative services to
Navios Containers, 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. The Manager is reimbursed for
reasonable costs and expenses incurred in connection with the
provision of these services. The term of this agreement is for an
initial period of five years with an automatic extension for five
years periods thereafter unless a notice for termination is
received by either party. In August 2019, the Company extended the
duration of the Administrative Agreement until January 1,
2025, with an automatic renewal for an additional five years,
unless earlier terminated by either party. The amendment dated
August 28, 2019 also provides for payment of a termination
fee, equal to the fees charged for the full calendar year preceding
the termination date, by the Company in the event the
Administrative Agreement is terminated on or before
December 31, 2024. Total general and administrative fees
charged by the Manager for the three and nine month periods ended
September 30, 2020 amounted to $2,041 and $6,079,
respectively, and are presented under the caption “General and
administrative expenses” in the condensed consolidated statements
of operations. Total general and administrative fees charged by the
Manager for the three and nine month periods ended
September 30, 2019 amounted to $2,046 and $5,987,
respectively, and are presented under the caption “General and
administrative expenses” in the condensed consolidated statements
of operations.
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