Navios Maritime Midstream Partners L.P. (“Navios Midstream”)
(NYSE:NAP), an owner and operator of tanker vessels, reported its
financial results today for the second quarter and the six month
period ended June 30, 2018.
Angeliki Frangou, Chairman and Chief Executive
Officer of Navios Midstream, stated, “We are pleased to report
results for the second quarter of 2018. In the second quarter of
2018, we reported $14.7 million of EBITDA and $4.3 million of net
income. We also announced a distribution of $0.125 per unit,
representing an annualized yield of about 14%.”
RECENT DEVELOPMENTS
Merger Proposal from Navios Acquisition
On July 2, 2018, Navios Midstream announced that
its board of directors had received a proposal from Navios
Maritime Acquisition Corporation (“Navios Acquisition”)
(NYSE:NNA) pursuant to which Navios Acquisition would acquire the
publicly held common units of Navios Midstream not already owned by
Navios Acquisition in a stock for units exchange.
Subject to negotiation and execution of a
definitive agreement, Navios Acquisition is proposing consideration
of 6.292 Navios Acquisition shares for each outstanding publicly
held common unit of Navios Midstream as part of a transaction that
would be structured as a merger of Navios Midstream with and into
Navios Acquisition.
The proposed transaction is subject to the
negotiation and execution of a definitive agreement, approval of
the board of directors of Navios Acquisition and the necessary
approvals of the conflicts committee of Navios Midstream under
Navios Midstream’s limited partnership agreement. The consummation
of the proposed transaction would be subject to customary closing
conditions. There can be no assurance that any such approvals will
be forthcoming, that a definitive agreement will be executed, or
that any transaction will be consummated.
Cash Distribution
The Board of Directors of Navios Midstream
declared a cash distribution for the second quarter of 2018 of
$0.125 per unit. The cash distribution is payable on August 14,
2018 to unitholders of record as of August 6, 2018.
Navios Midstream’s ability to make distributions
to its unitholders depends on the performance of its subsidiaries
and their ability to distribute funds to it. The ability of Navios
Midstream’s subsidiaries to make distributions to it may be
restricted by, among other things, the provisions of existing and
future indebtedness, market conditions, applicable partnership and
limited liability company laws and other laws and
regulations.
Time charter coverage
Navios Midstream has entered into charter-out
agreements for its vessels, with a remaining average term of 2.8
years, which are expected to provide a stable base of revenue and
distributable cash flow. Navios Midstream has currently contracted
out 100.0% of its available days for 2018 and 40.8% for 2019
expecting to generate revenues, including the backstop commitment
provided by Navios Acquisition, of approximately $83.7 million and
$40.8 million for 2018 and 2019, respectively. The average expected
daily charter-out rate for the fleet is $39,060 and $45,613 for
2018 and 2019, respectively.
FINANCIAL HIGHLIGHTS
For the following results and the selected
financial data presented herein, Navios Midstream has compiled
condensed consolidated statements of operations for the three and
six months ended June 30, 2018 and 2017. The information for the
quarterly and six month periods ended June 30, 2018 and 2017 was
derived from the unaudited condensed consolidated financial
statements for the respective periods.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in $‘000
except per unit data) |
|
Three Month Period ended June 30, 2018 (unaudited) |
|
|
Three Month Period
ended June 30, 2017 (unaudited) |
|
|
Six Month Period ended June 30, 2018 (unaudited) |
|
|
Six Month Period ended June 30, 2017 (unaudited) |
|
| Revenue |
|
$ |
20,790 |
|
|
$ |
18,510 |
|
|
$ |
40,569 |
|
|
$ |
39,610 |
|
| EBITDA |
|
|
14,741 |
|
|
|
12,412 |
|
|
|
(4,038 |
) |
|
|
27,112 |
|
| Adjusted EBITDA |
|
|
14,741 |
|
|
|
12,412 |
|
|
|
28,406 |
(1 |
) |
|
|
27,112 |
|
| Net income/ (loss) |
|
|
4,286 |
|
|
|
1,960 |
|
|
|
(25,282 |
) |
|
|
6,462 |
|
| Adjusted net
income |
|
|
4,286 |
|
|
|
1,960 |
|
|
|
7,162 |
(1 |
) |
|
|
6,462 |
|
| Earnings/ (losses) per
common unit (basic and diluted) |
|
|
0.21 |
|
|
|
0.10 |
|
|
|
(1.16 |
) |
|
|
0.30 |
|
| Adjusted earnings per
common unit (basic and diluted) |
|
|
0.21 |
|
|
|
0.10 |
|
|
|
0.35 |
(1 |
) |
|
|
0.30 |
|
| Operating Surplus |
|
|
8,865 |
|
|
|
7,048 |
|
|
|
16,687 |
|
|
|
16,517 |
|
| Maintenance and
replacement capital expenditure reserve |
|
|
(2,576 |
) |
|
|
(2,461 |
) |
|
|
(5,378 |
) |
|
|
(4,922 |
) |
(1) Adjusted EBITDA, Adjusted net income and Adjusted
earnings per common unit (basic and diluted) for the six month
period ended June 30, 2018 in this document exclude loss on
sale of vessel of $32.4 million incurred in the first quarter of
2018.
EBITDA, Adjusted EBITDA, Adjusted net income and Adjusted
earnings per common unit (basic and diluted) are non-GAAP financial
measure and should not be used in isolation or substitution for
Navios Midstream’s results (see Exhibit II for reconciliation of
EBITDA and Adjusted EBITDA).
Three month periods ended June 30, 2018 and
2017
Revenue for the three month period ended
June 30, 2018 increased by $2.3 million to
$20.8 million, as compared to $18.5 million for the same
period in 2017. The increase was mainly attributable to the
increase in available days from 463 in the three month period ended
June 30, 2017 to 517 days in the three month period ended
June 30, 2018, due to certain unscheduled off-hires among
which the prolonged drydock of one of our vessels incurred in the
three month period ended June 30, 2017. Time Charter
Equivalent (“TCE”) was $39,578 for the three month period ended
June 30, 2018 and $39,342 for the three month period ended
June 30, 2017.
EBITDA increased by approximately
$2.3 million to $14.7 million for the three month period
ended June 30, 2018, as compared to $12.4 million for the
same period in 2017. The increase in EBITDA was mainly due to the
$2.3 million increase in revenue.
Net income increased by approximately
$2.3 million to $4.3 million for the three month period
ended June 30, 2018, as compared to $2.0 million for the
same period in 2017. The increase in net income of approximately
$2.3 million was mainly attributable to a: (a) $2.3 million
increase in EBITDA; (b) $0.5 million decrease in depreciation and
amortization due to the sale of the Shinyo Kannika mitigated by the
acquisition of the Nave Galactic in the first quarter of 2018; and
(c) $0.1 million increase in interest income; partially mitigated
by a: (i) $0.6 million increase in interest expenses and finance
cost; and (ii) $0.1 million increase in direct vessel expenses.
The reserve for estimated maintenance and replacement capital
expenditures for the three month periods ended June 30, 2018
and 2017 was $2.6 million and $2.5 million, respectively (please
see “Disclosure of Non-GAAP Financial Measures” in Exhibit
3).
Navios Midstream generated an Operating Surplus for the three
month period ended June 30, 2018 of $8.9 million. 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 (please see “Disclosure of Non-GAAP
Financial Measures” in Exhibit 3).
Earnings per common unit for the three month period ended
June 30, 2018 were $0.21.
Six month periods ended June 30, 2018 and
2017
Revenue for the six month period ended
June 30, 2018 increased by $1.0 million to $40.6 million,
as compared to $39.6 million for the same period in 2017. The
increase was mainly attributable to the increase in available days
from 1,003 in the six month period ended June 30, 2017 to
1,039 days in the six month period ended June 30, 2018,
due to certain unscheduled off-hires among which the prolonged
drydock of one of our vessels incurred in the three month period
ended June 30, 2017. TCE was $38,535 for the six month
period ended June 30, 2018 and $38,914 for the six month
period ended June 30, 2017.
EBITDA was affected by a $32.4 million book loss
on the sale of the Shinyo Kannika. Excluding this item, Adjusted
EBITDA was $28.4 million compared to $27.1 million for the
same period in 2017. The increase in Adjusted EBITDA by $1.3
million was due to a: (a) $1.0 million increase in revenue;
(b) $0.5 million increase in other income/(expense), net; and (c)
$0.1 million decrease in management fees; partially mitigated
by a $0.3 million increase in general and administrative
expenses.
Net loss for the six month period ended
June 30, 2018 amounted to $25.3 million as a result of
the above mentioned $32.4 million loss on sale of vessel.
Excluding this item Adjusted net income was $7.2 million
compared to $6.5 million for the same period in 2017. The
increase of $0.7 million was attributable to a: (a) $1.3 million
increase in Adjusted EBITDA; (b) $0.7 million decrease in
depreciation and amortization due to the sale of the Shinyo Kannika
mitigated by the acquisition of the Nave Galactic in the first
quarter of 2018; and (c) $0.1 million increase in interest income;
partially mitigated by a: (i) $0.9 million increase in interest
expenses and finance cost; and (ii) $0.5 million increase in direct
vessel expenses.
The reserve for estimated maintenance and
replacement capital expenditures for the six month period ended
June 30, 2018 and 2017 was $5.4 million and $4.9 million,
respectively (please see “Disclosure of Non-GAAP Financial
Measures—4. Reconciliation of EBITDA and Adjusted EBITDA to Net
Cash from Operating Activities” in Exhibit 3).
Navios Midstream generated an Operating Surplus
for the six month period ended June 30, 2018 of $16.7 million.
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 (please see “Disclosure of Non-GAAP
Financial Measures—4. Reconciliation of EBITDA and Adjusted EBITDA
to Net Cash from Operating Activities” in Exhibit 3).
Fleet Employment Profile
The following table reflects certain key
indicators of Navios Midstream’s core fleet performance for the
three and six month periods ended June 30, 2018 and 2017.
| |
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|
|
|
|
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|
|
|
|
|
|
| |
|
Three MonthPeriod
endedJune 30, 2018(unaudited) |
|
|
Three MonthPeriod
endedJune 30, 2017(unaudited) |
|
|
Six
MonthPeriod endedJune 30, 2018(unaudited) |
|
|
Six
MonthPeriod endedJune 30, 2017(unaudited) |
|
| FLEET
DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Available days(1) |
|
|
517 |
|
|
|
463 |
|
|
|
1,039 |
|
|
|
1,003 |
|
| Operating days(2) |
|
|
517 |
|
|
|
448 |
|
|
|
1,032 |
|
|
|
985 |
|
| Fleet
utilization(3) |
|
|
100.0 |
% |
|
|
96.7 |
% |
|
|
99.3 |
% |
|
|
98.2 |
% |
| Vessels operating at
period end |
|
|
6 |
|
|
|
6 |
|
|
|
6 |
|
|
|
6 |
|
| AVERAGE DAILY
RESULTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Time Charter Equivalent
per day(4) |
|
$ |
39,578 |
|
|
$ |
39,342 |
|
|
$ |
38,535 |
|
|
$ |
38,914 |
|
|
(1 |
) |
Available days for the fleet represent total calendar days the
vessels were in Navios Midstream’s possession for the relevant
period after subtracting off-hire days associated with scheduled
repairs, drydock or special surveys. The shipping industry uses
available days to measure the number of days in a relevant period
during which a vessel is capable of generating revenues. |
|
(2 |
) |
Operating days is the number of available days in the relevant
period less the aggregate number of days that the vessels are
off-hire due to any reason, including unforeseen circumstances. The
shipping industry uses operating days to measure the aggregate
number of days in a relevant period during which vessels actually
generate revenues. |
|
(3 |
) |
Fleet
utilization is the percentage of time that Navios Midstream’s
vessels were available for revenue generating available days, and
is determined by dividing the number of operating days during a
relevant period by the number of available days during that period.
The shipping industry uses fleet utilization to measure efficiency
in finding employment for vessels and minimizing the amount of days
that its vessels are off-hire for reasons other than scheduled
repairs, drydock or special surveys. |
|
(4 |
) |
TCE
rates are 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 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 Midstream’s management will host a
conference call today, Thursday, July 26, 2018 to discuss the
results for the second quarter and six months ended June 30,
2018.
Conference Call details:
Call Date/Time: Thursday, July 26, 2018 at 8:30 am ETCall Title:
Navios Midstream Q2 2018 Financial Results Conference Call US Dial
In: +1.866.703.4207 International Dial In: +1.636.692.6440
Conference ID: 899 5637
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: 899 5637
Slides and Audio Webcast:There
will also be a live webcast of the conference call, through Navios
Midstream’s website (www.navios-midstream.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 Navios Midstream’s website under the “Investors”
section by 8:00 am ET on the day of the call.
About Navios Maritime Midstream Partners
L.P.
Navios Maritime Midstream Partners L.P. is a
publicly traded master limited partnership which owns and operates
crude oil tankers under long-term employment contracts. For more
information, please visit our website at
www.navios-midstream.com.
Forward-Looking Statements
This press release contains forward-looking
statements (as defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended) concerning future events and 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 employment contracts. 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
employment contracts, and any potential merger with Navios
Acquisition. These forward-looking statements are based on the
information available to, and the expectations and assumptions
deemed reasonable by, Navios Midstream at the time these statements
were 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 that 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
timing and ability to consummate the potential merger with Navios
Acquisition, 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 U.S.
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.
Investor Relations Contact
Navios Maritime Midstream Partners L.P. +1 (212) 906
8647Investors@navios-midstream.com
EXHIBIT 1
NAVIOS MARITIME MIDSTREAM
PARTNERS L.P. CONDENSED
CONSOLIDATED BALANCE SHEETS (Expressed in thousands of
U.S. Dollars)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
June 30,
2018 (unaudited) |
|
|
December 31,
2017 |
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| Current
assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash
equivalents |
|
|
|
|
|
$ |
21,731 |
|
|
$ |
27,086 |
|
| Restricted cash |
|
|
|
|
|
|
— |
|
|
|
10,000 |
|
| Accounts receivable,
net |
|
|
|
|
|
|
1,832 |
|
|
|
2,357 |
|
| Prepaid expenses and
other current assets |
|
|
|
|
|
|
3,087 |
|
|
|
3,022 |
|
| Due from related
parties, current |
|
|
|
|
|
|
12,420 |
|
|
|
20,086 |
|
| Total current
assets |
|
|
|
|
|
|
39,070 |
|
|
|
62,551 |
|
| Vessels, net |
|
|
|
|
|
|
345,166 |
|
|
|
356,220 |
|
| Intangible assets |
|
|
|
|
|
|
20,913 |
|
|
|
22,318 |
|
| Deferred dry dock and
special survey costs, net |
|
|
|
|
|
|
12,108 |
|
|
|
12,893 |
|
| Due from related
parties, non-current |
|
|
|
|
|
|
2,565 |
|
|
|
2,565 |
|
| Total
non-current assets |
|
|
|
|
|
|
380,752 |
|
|
|
393,996 |
|
| Total
assets |
|
|
|
|
|
$ |
419,822 |
|
|
$ |
456,547 |
|
| LIABILITIES AND
PARTNERS’ CAPITAL |
|
|
|
|
|
|
|
|
|
|
|
|
| Current
liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable |
|
|
|
|
|
$ |
2,414 |
|
|
$ |
1,999 |
|
| Accrued expenses |
|
|
|
|
|
|
757 |
|
|
|
572 |
|
| Deferred revenue |
|
|
|
|
|
|
1,731 |
|
|
|
1,731 |
|
| Current portion of
long-term debt, net of deferred finance costs and discount |
|
|
|
|
|
|
682 |
|
|
|
675 |
|
| Total current
liabilities |
|
|
|
|
|
|
5,584 |
|
|
|
4,977 |
|
| Long-term debt, net of
deferred finance costs and discount |
|
|
|
|
|
|
195,491 |
|
|
|
195,839 |
|
| Total
non-current liabilities |
|
|
|
|
|
|
195,491 |
|
|
|
195,839 |
|
| Total
liabilities |
|
|
|
|
|
$ |
201,075 |
|
|
$ |
200,816 |
|
| Commitments and
contingencies |
|
|
|
|
|
|
— |
|
|
|
— |
|
| Total Partners’
capital |
|
|
|
|
|
|
|
|
|
|
|
|
| Common Unitholders
(20,947,418 units and 19,354,498 units issued and outstanding at
June 30, 2018 and December 31, 2017, respectively) |
|
|
|
|
|
|
214,488 |
|
|
|
225,742 |
|
| Subordinated Series A
Unitholders (zero units and 1,592,920 units issued and outstanding
at June 30, 2018 and December 31, 2017,
respectively) |
|
|
|
|
|
|
— |
|
|
|
24,992 |
|
| General Partner
(427,499 units issued and outstanding at June 30, 2018 and at
December 31, 2017, respectively) |
|
|
|
|
|
|
4,259 |
|
|
|
4,997 |
|
| Partners’
capital |
|
|
|
|
|
|
218,747 |
|
|
|
255,731 |
|
| Total
liabilities and Partners’ capital |
|
|
|
|
|
$ |
419,822 |
|
|
$ |
456,547 |
|
NAVIOS MARITIME MIDSTREAM PARTNERS
L.P.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(Expressed in thousands of U.S. Dollars, except
per unit amounts)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Three Month Period
ended June 30, 2018
(unaudited) |
|
|
Three Month Period
ended June 30, 2017
(unaudited) |
|
|
Six Month
Period ended
June 30, 2018
(unaudited) |
|
|
Six Month
Period ended
June 30, 2017
(unaudited) |
|
| Revenue (includes
related party revenue of $5,714 and $10,581 for the three and six
months ended June 30, 2018, respectively, and $4,075 and
$5,231 for the three and six months ended June 30, 2017,
respectively) |
|
|
|
|
|
$ |
20,790 |
|
|
$ |
18,510 |
|
|
$ |
40,569 |
|
|
$ |
39,610 |
|
| Time charter
expenses |
|
|
|
|
|
|
(311 |
) |
|
|
(284 |
) |
|
|
(539 |
) |
|
|
(569 |
) |
| Direct vessel
expenses |
|
|
|
|
|
|
(1,048 |
) |
|
|
(995 |
) |
|
|
(2,245 |
) |
|
|
(1,775 |
) |
| Management fees
(entirely through related party transactions) |
|
|
|
|
|
|
(5,187 |
) |
|
|
(5,187 |
) |
|
|
(10,251 |
) |
|
|
(10,317 |
) |
| General and
administrative expenses |
|
|
|
|
|
|
(801 |
) |
|
|
(630 |
) |
|
|
(1,607 |
) |
|
|
(1,354 |
) |
| Depreciation and
amortization |
|
|
|
|
|
|
(5,720 |
) |
|
|
(6,259 |
) |
|
|
(11,888 |
) |
|
|
(12,552 |
) |
| Interest income |
|
|
|
|
|
|
119 |
|
|
|
5 |
|
|
|
133 |
|
|
|
11 |
|
| Interest expenses and
finance cost |
|
|
|
|
|
|
(3,806 |
) |
|
|
(3,203 |
) |
|
|
(7,244 |
) |
|
|
(6,334 |
) |
| Loss on Sale of
Asset |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(32,444 |
) |
|
|
— |
|
| Other income/
(expense), net |
|
|
|
|
|
|
250 |
|
|
|
3 |
|
|
|
234 |
|
|
|
(258 |
) |
| Net income/
(loss) |
|
|
|
|
|
$ |
4,286 |
|
|
$ |
1,960 |
|
|
$ |
(25,282 |
) |
|
$ |
6,462 |
|
|
Earnings/ (Loss) attributable
to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common unit
holders |
|
|
|
|
|
$ |
4,200 |
|
|
$ |
918 |
|
|
$ |
(22,575 |
) |
|
$ |
3,026 |
|
| Subordinated Series A
unit holders |
|
|
|
|
|
$ |
— |
|
|
$ |
146 |
|
|
$ |
(2,203 |
) |
|
$ |
482 |
|
| Subordinated unit
holders |
|
|
|
|
|
$ |
— |
|
|
$ |
856 |
|
|
$ |
— |
|
|
$ |
2,827 |
|
| General Partner |
|
|
|
|
|
$ |
86 |
|
|
$ |
40 |
|
|
$ |
(504 |
) |
|
$ |
127 |
|
| Earnings/
(Loss) per unit (basic and diluted) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common unitholders |
|
|
|
|
|
$ |
0.21 |
|
|
$ |
0.10 |
|
|
$ |
(1.16 |
) |
|
$ |
0.30 |
|
| Subordinated Series A
unitholders |
|
|
|
|
|
$ |
— |
|
|
$ |
0.10 |
|
|
$ |
(1.49 |
) |
|
$ |
0.30 |
|
| Subordinated
unitholders |
|
|
|
|
|
$ |
— |
|
|
$ |
0.10 |
|
|
$ |
— |
|
|
$ |
0.30 |
|
| General Partner |
|
|
|
|
|
$ |
0.21 |
|
|
$ |
0.10 |
|
|
$ |
(1.18 |
) |
|
$ |
0.30 |
|
NAVIOS MARITIME MIDSTREAM PARTNERS
L.P.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (Expressed in thousands of U.S.
Dollars)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Six Month
Period ended June 30,
2018 (unaudited) |
|
|
Six Month
Period ended June 30,
2017 (unaudited) |
|
| OPERATING
ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Net (loss)/ income |
|
|
|
|
|
$ |
(25,282 |
) |
|
$ |
6,462 |
|
| Adjustments to
reconcile net (loss)/ income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and
amortization |
|
|
|
|
|
|
11,888 |
|
|
|
12,552 |
|
| Amortization of
deferred finance fees |
|
|
|
|
|
|
683 |
|
|
|
690 |
|
| Amortization of drydock
and special survey costs |
|
|
|
|
|
|
2,245 |
|
|
|
1,775 |
|
| Loss on Sale of
Assets |
|
|
|
|
|
|
32,444 |
|
|
|
— |
|
| Changes in
operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Decrease / (increase)
in prepaid expenses and other current assets |
|
|
|
|
|
|
405 |
|
|
|
(2,153 |
) |
| Payments for
drydocking |
|
|
|
|
|
|
(3,314 |
) |
|
|
(3,510 |
) |
| Decrease in accounts
receivable |
|
|
|
|
|
|
441 |
|
|
|
147 |
|
| Decrease / (increase)
in due from/ to related parties, current |
|
|
|
|
|
|
6,510 |
|
|
|
(3,940 |
) |
| Increase / (decrease)
in accounts payable |
|
|
|
|
|
|
87 |
|
|
|
(300 |
) |
| Increase in accrued
expenses |
|
|
|
|
|
|
9 |
|
|
|
140 |
|
| Decrease in due from
related parties, non-current |
|
|
|
|
|
|
— |
|
|
|
(2,565 |
) |
| Decrease in deferred
revenue |
|
|
|
|
|
|
— |
|
|
|
(1,326 |
) |
| Net cash
provided by operating activities |
|
|
|
|
|
$ |
26,116 |
|
|
$ |
7,972 |
|
| INVESTING
ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisition of
vessels |
|
|
|
|
|
|
(44,950 |
) |
|
|
— |
|
| Net proceeds from sale
of assets |
|
|
|
|
|
|
16,206 |
|
|
|
— |
|
| Net cash used
in investing activities |
|
|
|
|
|
$ |
(28,744 |
) |
|
$ |
— |
|
| FINANCING
ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| Loan repayment |
|
|
|
|
|
|
(1,025 |
) |
|
|
(1,025 |
) |
| Dividend paid |
|
|
|
|
|
|
(11,702 |
) |
|
|
(18,049 |
) |
| Proceeds from issuance
of general partner units |
|
|
|
|
|
|
— |
|
|
|
84 |
|
| Proceeds from issuance
of common units |
|
|
|
|
|
|
— |
|
|
|
4,004 |
|
| Net cash used
in financing activities |
|
|
|
|
|
$ |
(12,727 |
) |
|
$ |
(14,986 |
) |
| Net decrease in
cash, cash equivalents and restricted cash |
|
|
|
|
|
|
(15,355 |
) |
|
|
(7,014 |
) |
| Cash, cash
equivalents and restricted cash, beginning of period |
|
|
|
|
|
$ |
37,086 |
|
|
$ |
52,791 |
|
| Cash, cash
equivalents and restricted cash, end of period |
|
|
|
|
|
$ |
21,731 |
|
|
$ |
45,777 |
|
| Supplemental
disclosures of cash flow information |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash interest paid |
|
|
|
|
|
$ |
6,483 |
|
|
$ |
5,692 |
|
EXHIBIT 2
|
Owned Vessels as of June 30, 2018 |
|
Type |
|
Built |
|
Capacity
(DWT) |
|
|
|
| Shinyo Kieran |
|
VLCC |
|
2011 |
|
|
297,066 |
|
|
| Shinyo Saowalak |
|
VLCC |
|
2010 |
|
|
298,000 |
|
|
| Nave Galactic |
|
VLCC |
|
2009 |
|
|
297,168 |
|
|
| Nave Celeste |
|
VLCC |
|
2003 |
|
|
298,717 |
|
|
| Shinyo Ocean |
|
VLCC |
|
2001 |
|
|
281,395 |
|
|
| C. Dream |
|
VLCC |
|
2000 |
|
|
298,570 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Option
Vessels(1) |
|
Type |
|
Built |
|
Capacity
(DWT) |
|
|
|
|
|
|
|
|
|
|
|
|
Expiration Date |
| Nave Buena Suerte |
|
VLCC |
|
2011 |
|
|
297,491 |
|
November 18, 2018 |
|
| Nave Neutrino |
|
VLCC |
|
2003 |
|
|
298,287 |
|
November 18, 2018 |
|
| Nave Electron |
|
VLCC |
|
2002 |
|
|
305,178 |
|
November 18, 2018 |
|
(1) Navios Midstream has options, to
acquire up to three VLCCs at fair market value from Navios Maritime
Acquisition Corporation until November 18, 2018.
EXHIBIT 3
Disclosure of Non-GAAP Financial
Measures
1. EBITDA
EBITDA is a non-U.S. GAAP financial measure and should not be
used in isolation or as substitution for Navios Midstream’s
results calculated in accordance with U.S. generally accepted
accounting principles (“U.S. GAAP”).
EBITDA represents net (loss)/income before interest and
finance costs, before depreciation and amortization and before
income taxes. Adjusted EBITDA in this document represents
EBITDA excluding loss on sale of vessel, as described under
“Financial Highlights”. Adjusted net (loss)/ income and Adjusted
(losses)/ earnings per unit (basic and diluted) represent Net
(loss)/ income and (losses)/ earnings per unit (basic and diluted),
excluding certain item as described under “Financial Highlights”.
We use Adjusted EBITDA as liquidity measure and reconcile EBITDA
and Adjusted 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 costs and other related expenses; and (v) gain/ loss on
sale of assets. Navios Midstream believes that EBITDA and Adjusted
EBITDA are each the basis upon which liquidity can be assessed and
present 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. Navios Midstream 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 Midstream’s 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 Midstream’s
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.
2. Operating Surplus
Operating Surplus represents net income adjusted
for depreciation and amortization expense, non-cash interest
expense and estimated maintenance and replacement capital
expenditures. 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 U.S. GAAP or as a measure of
profitability or liquidity.
3. Available Cash
Available Cash generally means for each fiscal
quarter, all cash on hand at the end of the quarter:
- less the amount of cash reserves established by the Board of
Directors to:
- provide for the proper conduct of 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 U.S. GAAP or as a measure of
profitability or liquidity.
4. Reconciliation of
EBITDA and Adjusted EBITDA to Net Cash from Operating
Activities
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three MonthPeriod
endedJune 30, 2018($
‘000)(unaudited) |
|
|
Three MonthPeriod
endedJune 30, 2017($
‘000)(unaudited) |
|
|
Six
MonthPeriod endedJune 30, 2018($
‘000)(unaudited) |
|
|
Six
MonthPeriod endedJune 30, 2017($
‘000)(unaudited) |
|
| Net cash provided by
operating activities |
|
$ |
3,868 |
|
|
$ |
6,825 |
|
|
$ |
26,116 |
|
|
$ |
7,972 |
|
| Net increase/
(decrease) in operating assets |
|
|
7,120 |
|
|
|
1,788 |
|
|
|
(4,042 |
) |
|
|
12,021 |
|
| Net decrease/
(increase) in operating liabilities |
|
|
409 |
|
|
|
947 |
|
|
|
(96 |
) |
|
|
1,486 |
|
| Net interest cost |
|
|
3,687 |
|
|
|
3,198 |
|
|
|
7,111 |
|
|
|
6,323 |
|
| Amortization of
deferred finance cost and bond premium |
|
|
(343 |
) |
|
|
(346 |
) |
|
|
(683 |
) |
|
|
(690 |
) |
| Loss on sale of
vessel |
|
|
— |
|
|
|
— |
|
|
|
(32,444 |
) |
|
|
— |
|
|
EBITDA |
|
$ |
14,741 |
|
|
$ |
12,412 |
|
|
$ |
(4,038 |
) |
|
$ |
27,112 |
|
| Loss on sale of
vessel |
|
|
— |
|
|
|
— |
|
|
|
32,444 |
|
|
|
— |
|
|
Adjusted EBITDA |
|
|
14,741 |
|
|
$ |
12,412 |
|
|
$ |
28,406 |
|
|
$ |
27,112 |
|
| Cash interest paid |
|
$ |
(3,419 |
) |
|
$ |
(2,915 |
) |
|
$ |
(6,483 |
) |
|
$ |
(5,692 |
) |
| Cash interest
income |
|
|
119 |
|
|
|
12 |
|
|
|
142 |
|
|
|
19 |
|
| Maintenance and
replacement capital expenditures |
|
$ |
(2,576 |
) |
|
$ |
(2,461 |
) |
|
$ |
(5,378 |
) |
|
$ |
(4,922 |
) |
| Operating
Surplus |
|
$ |
8,865 |
|
|
$ |
7,048 |
|
|
$ |
16,687 |
|
|
$ |
16,517 |
|
| Cash distribution paid
relating to the first six months |
|
|
— |
|
|
|
— |
|
|
|
(2,671 |
) |
|
|
(9,022 |
) |
| Cash reserves |
|
$ |
(6,193 |
) |
|
$ |
1,983 |
|
|
$ |
(11,344 |
) |
|
$ |
1,536 |
|
| Available cash
for distribution |
|
$ |
2,672 |
|
|
$ |
9,031 |
|
|
$ |
2,672 |
|
|
$ |
9,031 |
|
| |
|
Three MonthPeriod
endedJune 30, 2018($
‘000)(unaudited) |
|
|
Three MonthPeriod
endedJune 30, 2017($
‘000)(unaudited) |
|
|
Six
MonthPeriod endedJune 30, 2018($
‘000)(unaudited) |
|
|
Six
MonthPeriod endedJune 30, 2017($
‘000)(unaudited) |
|
| Net cash provided by
operating activities |
|
$ |
3,868 |
|
|
$ |
6,825 |
|
|
$ |
26,116 |
|
|
$ |
7,972 |
|
| Net cash used in
investing activities |
|
$ |
(424 |
) |
|
$ |
— |
|
|
$ |
(28,744 |
) |
|
$ |
— |
|
| Net cash used in
financing activities |
|
$ |
(3,183 |
) |
|
$ |
(9,310 |
) |
|
$ |
(12,727 |
) |
|
$ |
(14,986 |
) |
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