Navios Maritime Containers Inc. (“Navios Containers” or the
“Company”) (N-OTC: NMCI), a growth vehicle dedicated to the
container sector of the maritime industry, today reported financial
results for the third quarter and nine months ended September 30,
2018.
HIGHLIGHTS -- RECENT DEVELOPMENTS
Pursuing direct listing on the Nasdaq Global Select
Market
In connection with the proposed listing of
Navios Containers on the NASDAQ Global Select Market as set forth
in the registration statement on Form F-1 filed with the U.S.
Securities and Exchange Commission, Navios Maritime Partners L.P.
(“Navios Partners”) plans to distribute approximately 2.5% of the
outstanding equity of Navios Containers to unitholders of Navios
Partners. It is anticipated that approximately 855,050 shares of
common equity of Navios Containers will be distributed by Navios
Partners to its unitholders, with the actual number of shares of
common equity distributed depending on the number of units of
Navios Partners that are issued and outstanding on the record date.
Following the distribution, Navios Partners will own approximately
33.5% of the equity in Navios Containers. The common shares of
common equity may not be distributed before Navios Containers’
registration statement on Form F-1 has been declared effective by
the Securities and Exchange Commission.
There can be no assurance that Navios Partners’
distribution will occur on the terms contained in this release nor
that Navios Containers’ listing will be achieved. This news release
does not constitute an offer to sell or a solicitation of an offer
to buy the securities described herein, nor shall there be any sale
of these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
Vessel Acquisitions
On September 12, 2018, Navios Containers took
delivery of Navios Miami, a 2009-built, 4,563 TEU containership.
The vessel was acquired for a purchase price of $13.9 million. The
acquisition of the vessel was financed with cash on the balance
sheet and a new $9.0 million term loan facility. The facility has
an amortization profile of 7 years, matures in September 2023 and
bears interest at LIBOR plus 300 bps per annum.
Fleet capacity has grown from 21 to 26 vessels
since the end of 2017, representing a fleet capacity growth of 40%
during the period.
Sale and Leaseback Transaction -
Refinancing Existing Credit Facilities – Extending Maturities to
2023
As previously announced, on May 25, 2018, Navios
Containers entered into a $119.0 million sale and leaseback
transaction with Minsheng Financial Leasing Co. Ltd. in order to
refinance the outstanding credit facilities of 18 vessels maturing
in the fourth quarter of 2019, with a combined balance of $92.4
million outstanding on March 31, 2018. On June 29, 2018, the
Company completed the sale and leaseback of the first six vessels
for approximately $37.5 million. On July 27, 2018 and on August 29,
2018, the Company completed the sale and leaseback of four
additional vessels for approximately $26.0 million. Navios
Containers expects to complete the sale and leaseback of the
remaining eight vessels during the fourth quarter of 2018. Upon
completion of the sale and leaseback transaction, Navios Containers
will be obligated to make 60 monthly payments in respect of all 18
vessels of approximately $1.4 million each. Navios Containers also
has an obligation to purchase the vessels at the end of the fifth
year for $59.5 million. No assurances can be provided that the
Company will successfully refinance these credit facilities in full
or that the terms will be as described in this press release.
Fleet Development
Navios Containers owns a fleet of 26 vessels
totaling 124,101 TEU. The current average age of the fleet is 10.5
years (See Exhibit II). As of October 31, 2018, Navios Containers
has chartered-out 88.9% and 34.2% of available days for the
remaining three months of 2018 and for 2019, respectively, which
are expected to generate $33.2 million and $66.6 million in
revenue, respectively. The average expected daily charter-out rate
for the fleet is $15,900 and $20,481 for the remaining three months
of 2018 and for 2019, respectively and the total expected available
days for the remaining three months of 2018 and for 2019, are 2,351
days and 9,490 days, respectively.
Earnings Highlights
EBITDA, Adjusted EBITDA, Adjusted Net Income and
Adjusted Basic Earnings per Share are non-U.S. GAAP financial
measures and should not be used in isolation or as substitute for
Navios Containers’ results calculated in accordance with U.S.
GAAP. See Exhibit I under the heading, “Disclosure of
Non-GAAP Financial Measures,” for a discussion of EBITDA, Adjusted
EBITDA, Adjusted Net Income and Adjusted Basic Earnings per Share
of Navios Containers and a reconciliation of such measures to the
most comparable measures calculated under U.S. GAAP.
Third Quarter 2018 and 2017 Results (in
thousands of U.S. dollars, except per share data and unless
otherwise stated):
The information for the third quarter 2018 and 2017 presented
below was derived from the unaudited condensed consolidated
financial statements for the respective periods.
|
|
Three Month Period Ended
September 30, 2018 |
|
Three Month Period Ended
September 30, 2017 |
|
|
(unaudited) |
|
(unaudited) |
Revenue |
|
$ |
38,080 |
|
$ |
14,757 |
Net Income |
|
$ |
5,414 |
|
$ |
84 |
Adjusted Net Income |
|
$ |
7,810(1) |
|
$ |
531(2) |
Net cash provided by operating activities |
|
$ |
18,261 |
|
$ |
444 |
EBITDA |
|
$ |
19,236 |
|
$ |
6,511 |
Adjusted EBITDA |
|
$ |
21,632(1) |
|
$ |
6,958(2) |
Basic Earnings per Share |
|
$ |
0.16 |
|
$ |
0.01 |
Adjusted Basic Earnings per Share |
|
$ |
0.23(1) |
|
$ |
0.04(2) |
(1) Adjusted EBITDA, Adjusted Net Income and
Adjusted Basic Earnings per Share for the three months ended
September 30, 2018 exclude $2.4 million of expenses relating to the
Company’s efforts to list on a U.S. exchange.(2) Adjusted EBITDA,
Adjusted Net Income and Adjusted Basic Earnings per Share for the
three months ended September 30, 2017 exclude $0.4 million relating
to the reactivation costs of four laid-up
vessels.
Revenue for the three month period ended
September 30, 2018 was $38.1 million, as compared to $14.8 million
for the same period during 2017. The increase of $23.3
million is due to the increase in the number of vessels operating
during the three month period ended September 30, 2018 and the
resulting increase in the number of available days from 862 days
for the three month period ended September 30, 2017, to 2,242 days
for the three month period ended September 30, 2018.
Net income for the three months ended September
30, 2018 was $5.4 million compared to $0.1 million for the same
period in 2017. Net Income was affected by items described in
the table above. Excluding these items, Adjusted Net Income of
Navios Containers for the three months ended September 30, 2018 was
$7.8 million, as compared to $0.5 million for the same period in
2017.The $7.3 million increase in Adjusted Net income was mainly
attributable to an increase in revenue of $23.3 million reflecting
the growth in the number of vessels operating in the fleet during
the period and a $0.9 million increase in other income mainly
attributable to settlement of outstanding claims, partially offset
by (i) a $7.9 million increase in management fees; (ii) a $0.9
million increase in general and administrative expenses; (iii) a
$0.7 million increase in time charter and voyage expenses; (iv) a
$4.5 million increase in depreciation and amortization; (v) a $2.6
million increase in interest expense and finance cost, net related
to the financing of new vessels; and (vi) a $0.3 million increase
in amortization of deferred drydock and special survey costs, in
each case, relating to the increase in the size of the fleet.
Adjusted EBITDA for the three months ended
September 30, 2018 increased by $14.6 million to $21.6 million as
compared to $7.0 million for the same period in 2017.
Nine Months Ended September 30, 2018 and
period from April 28, 2017 (date of inception) to September 30,
2017 Results (in thousands of U.S. dollars, except per share data
and unless otherwise stated):
The information for the nine month period ended
September 30, 2018 and for the period from April 28, 2017 (date of
inception) to September 30, 2017 presented below was derived from
the unaudited condensed consolidated financial statements for the
respective periods.
|
|
Nine Month Period Ended
September 30, 2018 |
|
Period from April 28,
2017 (date of inception) to September 30, 2017 |
|
|
(unaudited) |
|
(unaudited) |
Revenue |
|
$ |
99,505 |
|
$ |
17,859 |
|
Net Income |
|
$ |
12,942 |
|
$ |
965 |
|
Adjusted Net Income |
|
$ |
15,338(1) |
|
$ |
1,412(2) |
Net cash provided by/(used in) operating activities |
|
$ |
37,874 |
|
$ |
(1,047 |
) |
EBITDA |
|
$ |
51,599 |
|
$ |
8,792 |
|
Adjusted EBITDA |
|
$ |
53,995(1) |
|
$ |
9,239(2) |
Basic Earnings per Share |
|
$ |
0.39 |
|
$ |
0.08 |
|
Adjusted Basic Earnings per Share |
|
$ |
0.46(1) |
|
$ |
0.11(2) |
(1) Adjusted EBITDA, Adjusted Net Income and
Adjusted Basic Earnings per Share for the nine months ended
September 30, 2018 exclude $2.4 million of expenses relating to the
Company’s efforts to list on a U.S. exchange.(2) Adjusted EBITDA,
Adjusted Net Income and Adjusted Basic Earnings per Share for the
period from April 28, 2017 (date of inception) to September 30,
2017 exclude $0.4 million relating to the reactivation costs of
four laid-up vessels.
Revenue for the nine month period ended
September 30, 2018 was $99.5 million, as compared to $17.9 million
for the period from April 28, 2017 (date of inception) to September
30, 2017. The increase of $81.6 million is mainly due to the
increase in the number of vessels operating during the nine month
period ended September 30, 2018 and the resulting increase in the
number of available days from 977 for the period from April 28,
2017 (date of inception) to September 30, 2017, to 6,161 for the
nine month period ended September 30, 2018.
Net income for the nine months ended September
30, 2018 was $12.9 million compared to $1.0 million for the period
from April 28, 2017 (date of inception) to September 30, 2017. Net
Income was affected by items described in the table above.
Excluding these items, Adjusted Net Income of Navios Containers for
the nine months ended September 30, 2018 was $15.3 million, as
compared to $1.4 million for the period from April 28, 2017 (date
of inception) to September 30, 2017. The $13.9 million increase in
Adjusted Net income was mainly attributable to an increase in
revenue of $81.6 million, reflecting the growth in the number of
vessels operating in the fleet during the period and a $0.9 million
increase in other income mainly attributable to settlement of
outstanding claims, partially offset by (i) a $31.3 million
increase in management fees; (ii) a $4.2 million increase in
general and administrative expenses mainly due to the increase of
the available days from 977 as at September 30, 2017 to 6,161 as at
September 30, 2018; (iii) a $2.3 million increase in time charter
and voyage expenses; (iv) a $23.6 million increase in depreciation
and amortization; (v) a $6.5 million increase in interest expense
and finance cost, net related to the financing of new vessels; and
(vi) a $0.7 million increase in amortization of deferred drydock
and special survey costs, in each case, relating to the increase in
the size of the fleet.
Adjusted EBITDA for the nine months ended
September 30, 2018 increased by $44.8 million to $54.0 million as
compared to $9.2 million for the period from April 28, 2017 (date
of inception) to September 30, 2017.
Fleet Summary Data:
The following table reflects certain key
indicators indicative of the performance of the Navios Containers'
operations and its fleet performance for the three month periods
ended September 30, 2018 and 2017, the nine month period ended
September 30, 2018 and for the period from which the vessels were
delivered, June 8, 2017 through September 30, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
Three Month |
|
Three Month |
|
Nine Month |
|
Period from |
|
|
|
Period
Ended |
|
Period Ended |
|
Period
Ended |
|
June 8,
2017 |
|
|
|
September 30,
2018 |
|
September 30,
2017 |
|
September 30,
2018 |
|
to September 30,
2017 |
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
Available Days (1) |
|
|
2,242 |
|
|
|
862 |
|
|
|
6,161 |
|
|
|
977 |
|
|
Operating Days (2) |
|
|
2,218 |
|
|
|
801 |
|
|
|
6,075 |
|
|
|
916 |
|
|
Fleet Utilization (3) |
|
|
98.9 |
% |
|
|
92.9 |
% |
|
|
98.6 |
% |
|
|
93.8 |
% |
|
Vessels operating at period end |
|
|
26 |
|
|
|
14 |
|
|
|
26 |
|
|
|
14 |
|
|
TCE (4) |
|
$ |
16,518 |
|
|
$ |
16,724 |
|
|
$ |
15,733 |
|
|
$ |
17,930 |
|
|
(1) |
Available days for
the fleet are total calendar days the vessels were in Navios
Containers' possession for the relevant period after subtracting
off-hire days associated with major repairs, drydocking or special
surveys. The shipping industry uses available days to measure the
number of days in a relevant period during which vessels should be
capable of generating revenues. |
(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 Containers' 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 a company's efficiency in finding suitable employment for
its vessels. |
(4) |
TCE is defined as voyage and time charter
revenues less voyage expenses during a relevant period divided by
the number of available days during the period. |
About Navios Maritime Containers Inc.
Navios Maritime Containers Inc. (N-OTC: NMCI) is
a growth vehicle dedicated to the container sector of the maritime
industry. For more information, please visit its website at
www.navios-containers.com.
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 its website
at www.navios-mlp.com.
Forward Looking Statements - Safe Harbor
This press release contains forward-looking
statements concerning future events, including future contracted
revenues and rates, EBITDA, future available days, future financial
performance of the fleet, timing of vessel deliveries, vessel
acquisitions, financing activities, and Navios Containers' growth
strategy and measures to implement such strategy, including future
vessel acquisitions and the ability to secure or refinance related
financing, the further growth of our containership fleet, 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 Containers at the time these statements were made. Although
Navios Containers believes that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct. These
statements involve known and unknown risks and are based upon a
number of assumptions and estimates which are inherently subject to
significant uncertainties and contingencies, many of which are
beyond the control of Navios Containers. 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: the
favorable timing for acquisitions and chartering opportunities in
the container shipping sector and Navios Containers’ ability to
take advantage of such opportunities; the value of container
shipping vessels; Navios Containers’ ability to identify container
shipping vessels for acquisition at attractive prices, if at all,
including the availability of distressed acquisition opportunities
in the container shipping industry; Navios Containers’ ability to
execute on a low-cost operating structure; Navios Containers’
ability to achieve a return on investment for and to pay cash
distributions to our shareholders or make common share repurchases
from our shareholders; the level of trade growth and recovery of
charter rates and asset values in the container shipping industry;
general market conditions and shipping industry trends, including
charter rates, vessel values and the future supply of, and demand
for, ocean-going containership shipping services; any advantages
resulting from Navios Containers’ strategic focus on
intermediate-size containerships; Navios Containers’ ability to
leverage the scale, experience, reputation and relationships of the
Navios Group, consisting of Navios Maritime Holdings Inc. (“Navios
Holdings”), Navios Maritime Acquisition Corporation, Navios
Partners, Navios Maritime Midstream Partners L.P., and any one or
more of their subsidiaries, including the wholly-owned subsidiary
of Navios Holdings which manages the commercial and technical
operation of Navios Containers’ fleet pursuant to a management
agreement (the “Manager”); Navios Containers’ ability to maintain
or develop new and existing customer relationships with existing
charterers and new customers, including liner companies; Navios
Containers’ ability to successfully grow its business and its
capacity to manage its expanding business; future levels of
dividends, as well as Navios Containers’ dividend policy; Navios
Containers’ current and future competitive strengths and business
strategies and other plans and objectives for future operations;
Navios Containers’ future operating and financial results, its
ability to identify and consummate desirable fleet acquisitions,
business strategy, areas of possible expansion and expected capital
expenditure or operating expenses; container shipping industry
trends, including charter rates and vessel values and factors
affecting vessel supply and demand as well as trends and conditions
in the newbuilding markets and scrapping of vessels; Navios
Containers’ future financial condition or results of operations and
its future revenues and expenses, including its estimated adjusted
cash flow; the loss of any customer or charter or vessel; the aging
of Navios Containers’ vessels and resultant increases in operation
and drydocking costs; the ability of Navios Containers’ vessels to
pass classification, security and customs inspections; significant
changes in vessel performance, including increased equipment
breakdowns; the creditworthiness of Navios Containers’ charterers
and the ability of its contract counterparties to fulfill their
obligations to Navios Containers; Navios Containers’ ability to
maintain long-term relationships with major liner companies; Navios
Containers’ ability to retain key executive officers and the
Manager’s ability to attract and retain skilled employees; Navios
Containers’ ability to access debt, credit and equity markets;
changes in the availability and costs of funding due to conditions
in the bank market, capital markets and other factors; Navios
Containers’ ability to repay outstanding indebtedness, to obtain
additional financing and to obtain replacement charters for its
vessels, in each case, at commercially acceptable rates or at all;
estimated future acquisition, maintenance and replacement
expenditures; potential liability from litigation and our vessel
operations, including discharge of pollutants; Navios Containers’
and the Navios Group’s performance in safety, environmental and
regulatory matters; global economic outlook and growth and changes
in general economic and business conditions; general domestic and
international political conditions, including wars, acts of piracy
and terrorism; changes in production of or demand for container
shipments, either globally or in particular regions; changes in the
standard of service or the ability of the Manager to be approved as
required; increases in costs and expenses, including but not
limited to, crew wages, insurance, technical maintenance costs,
spares, stores and supplies, charter brokerage commissions on gross
voyage revenues and general and administrative expenses; the
adequacy of Navios Containers’ insurance arrangements and its
ability to obtain insurance and required certifications; the
expected cost of, and Navios Containers’ ability to comply with,
governmental regulations and maritime self-regulatory organization
standards, as well as standard regulations imposed by its
charterers applicable to its business; the changes to the
regulatory requirements applicable to the shipping and container
transportation industry, including, without limitation, stricter
requirements adopted by international organizations, such as the
International Maritime Organization and the European Union, or by
individual countries or charterers and actions taken by regulatory
authorities and governing such areas as safety and environmental
compliance; the anticipated taxation of Navios Containers and its
shareholders; potential liability and costs due to environmental,
safety and other incidents involving Navios Containers’ vessels;
and the effects of increasing emphasis on environmental and safety
concerns by customers, governments and others, as well as changes
in maritime regulations and standards. Navios Containers 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 Containers' expectations
with respect thereto or any change in events, conditions or
circumstances on which any statement is based. Navios Containers
makes no prediction or statement about the performance of its
common stock.
Contact:
Navios Maritime Containers
Inc.+1.212.906.8648investors@navios-containers.com
|
EXHIBIT I |
|
NAVIOS MARITIME
CONTAINERS INC. |
CONDENSED CONSOLIDATED
STATEMENTS OF INCOME |
(Expressed in thousands
of U.S. dollars - except for share and per share
data) |
|
|
|
Three Month
Period Ended September
30, 2018 |
|
Three Month
Period Ended September
30, 2017 |
|
Nine Month Period
EndedSeptember 30, 2018 |
|
Period
fromApril 28, 2017(date of
inception)to September 30,
2017 |
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
Revenue |
|
$ |
38,080 |
|
|
$ |
14,757 |
|
|
$ |
99,505 |
|
|
$ |
17,859 |
|
|
Time charter and voyage expenses |
|
|
(1,048 |
) |
|
|
(343 |
) |
|
|
(2,573 |
) |
|
|
(343 |
) |
|
Direct vessel expenses |
|
|
(355 |
)) |
|
|
(515 |
) |
|
|
(815 |
) |
|
|
(515 |
) |
|
Management fees (entirely through related parties
transactions) |
|
|
(14,490 |
) |
|
|
(6,576 |
) |
|
|
(38,578 |
) |
|
|
(7,277 |
) |
|
General and administrative expenses |
|
|
(1,847 |
) |
|
|
(870 |
) |
|
|
(5,207 |
) |
|
|
(987 |
) |
|
Listing transaction-related expenses |
|
|
(2,396 |
) |
|
|
- |
|
|
|
(2,396 |
) |
|
|
- |
|
|
Depreciation and amortization |
|
|
(9,850 |
) |
|
|
(5,351 |
) |
|
|
(30,287 |
) |
|
|
(6,671 |
) |
|
Interest expense and finance cost, net |
|
|
(3,617 |
) |
|
|
(1,007 |
) |
|
|
(7,555 |
) |
|
|
(1,088 |
) |
|
Other income/(expense), net |
|
|
937 |
|
|
|
(11 |
) |
|
|
848 |
|
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,414 |
|
|
$ |
84 |
|
|
$ |
12,942 |
|
|
$ |
965 |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share, basic and diluted |
|
$ |
0.16 |
|
|
$ |
0.01 |
|
|
$ |
0.39 |
|
|
|
0.08 |
|
|
Weighted average number of share, basic and
diluted |
|
|
34,603,100 |
|
|
|
13,535,906 |
|
|
|
33,164,538 |
|
|
|
12,864,663 |
|
|
|
NAVIOS MARITIME CONTAINERS INC. |
CONDENSED CONSOLIDATED BALANCE
SHEETS |
(Expressed in thousands of U.S. dollars – except for
share data) |
|
|
|
September 30, 2018 |
|
December 31, 2017 |
|
|
(unaudited) |
|
|
ASSETS |
|
|
|
|
Current assets |
|
|
|
|
Cash and cash
equivalents |
$ |
13,787 |
$ |
|
14,221 |
Restricted Cash |
|
342 |
|
|
280 |
Accounts receivable,
net |
|
2,517 |
|
|
642 |
Balance due from
related parties, current |
|
5,132 |
|
|
5,643 |
Inventories |
|
305 |
|
|
536 |
Prepaid and other
current assets |
|
360 |
|
|
49 |
|
|
|
|
|
Total current
assets |
|
22,443 |
|
|
21,371 |
|
|
|
|
|
Non-current assets |
|
|
|
|
Vessels, net |
|
318,746 |
|
|
177,597 |
Intangible Assets |
|
31,668 |
|
|
58,496 |
Deferred dry dock and
special survey costs, net |
|
6,828 |
|
|
3,582 |
Balance due from
related parties, non-current |
|
7,313 |
|
|
5,765 |
Other long term
assets |
|
774 |
|
|
- |
|
|
|
|
|
Total
non-current assets |
|
365,329 |
|
|
245,440 |
|
|
|
|
|
Total
assets |
$ |
387,772 |
|
$ |
266,811 |
|
|
|
|
|
LIABILITIES AND
PARTNERS’ CAPITAL |
|
|
|
|
Current
liabilities |
|
|
|
|
Accounts payable |
$ |
1,682 |
$ |
|
582 |
Accrued expenses |
|
2,973 |
|
|
3,934 |
Deferred income and
cash received in advance |
|
2,918 |
|
|
2,544 |
Financial liability
short term, net |
|
5,332 |
|
|
- |
Current portion of
long-term debt, net |
|
41,677 |
|
|
42,499 |
|
|
|
|
|
Total current
liabilities |
|
54,582 |
|
|
49,559 |
Non-current
liabilities |
|
|
|
|
Long-term financial
liability, net of current portion |
|
55,776 |
|
|
- |
Long-term debt, net of
current portion |
|
94,699 |
|
|
76,534 |
Total
non-current liabilities |
|
150,475 |
|
|
76,534 |
Total
liabilities |
$ |
205,057 |
$ |
|
126,093 |
|
|
|
|
|
Commitments and
contingencies |
|
|
|
|
Stockholders’
equity |
|
|
|
|
Common stock — $0.0001
par value, 75,000,000 authorized registered ordinary shares,
34,603,100 and 29,148,554 issued and outstanding as of September
30, 2018 and December 31, 2017 |
|
3 |
|
|
3 |
Additional paid-in
capital |
|
167,132 |
|
|
138,077 |
Retained earnings |
|
15,580 |
|
|
2,638 |
|
|
|
|
|
Total
stockholders’ equity |
|
182,715 |
|
|
140,718 |
|
|
|
|
|
Total
liabilities and stockholders’ equity |
$ |
387,772 |
$ |
|
266,811 |
|
|
|
NAVIOS MARITIME
CONTAINERS INC. |
|
|
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS |
|
|
(Expressed in thousands of U.S.
dollars – except for share data) |
|
|
|
|
|
|
|
Nine Month Period
Ended September 30, 2018
(unaudited) |
|
Period from April 28,
2017(date of inception) to September 30,
2017 (unaudited) |
|
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,942 |
|
|
$ |
965 |
|
|
|
Adjustments to reconcile net income to net cash provided by
/(used in) operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
30,287 |
|
|
|
6,671 |
|
|
|
Amortization of deferred financing costs |
|
|
1,144 |
|
|
|
199 |
|
|
|
Amortization of deferred drydock and special survey costs |
|
|
815 |
|
|
|
68 |
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Increase in accounts receivable |
|
|
(1,875 |
) |
|
|
(1,286 |
) |
|
|
Decrease/(increase) in balance due from related companies,
current |
|
|
511 |
|
|
|
(3,169 |
) |
|
|
Decrease/(increase) in inventories |
|
|
231 |
|
|
|
(330 |
) |
|
|
Increase in prepaid and other current assets |
|
|
(311 |
) |
|
|
(9 |
) |
|
|
Increase in balance due from related companies, non-current |
|
|
(1,548 |
) |
|
|
(6,163 |
) |
|
|
Increase in other long term assets |
|
|
(774 |
) |
|
|
- |
|
|
|
Increase in accounts payable |
|
|
1,100 |
|
|
|
1,822 |
|
|
|
Increase/(decrease) in accrued expenses |
|
|
(961 |
) |
|
|
3,398 |
|
|
|
Payments for drydock and special survey costs |
|
|
(4,061 |
) |
|
|
(2,336 |
) |
|
|
Increase/(decrease) in due to related companies |
|
|
- |
|
|
|
(420 |
) |
|
|
Increase/(decrease) in deferred income and cash received in
advance |
|
|
374 |
|
|
|
(457 |
) |
|
|
Net cash provided by/(used in) operating
activities |
|
$ |
37,874 |
|
|
$ |
(1,047 |
) |
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Cash acquired through asset acquisition |
|
|
- |
|
|
|
5,433 |
|
|
|
Acquisition of vessels and time charters at favorable terms |
|
|
(144,608 |
) |
|
|
(125,503 |
) |
|
|
Net cash used in investing activities |
|
$ |
(144,608 |
) |
|
$ |
(120,070 |
) |
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Repayment of long term debt and financial liability |
|
|
(59,656 |
) |
|
|
(3,750 |
) |
|
|
Proceeds from long-term debt and financial liability |
|
|
139,500 |
|
|
|
60,685 |
|
|
|
Debt issuance costs |
|
|
(2,537 |
) |
|
|
(720 |
) |
|
|
Proceeds from issuance of common shares, net of offering costs |
|
|
29,055 |
|
|
|
95,303 |
|
|
|
Net cash provided by financing activities |
|
|
106,362 |
|
|
|
151,518 |
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)/Increase in cash and cash equivalents and
restricted cash |
|
|
(372 |
) |
|
|
30,401 |
|
|
|
Cash and cash equivalents and restricted cash, beginning of
period |
|
|
14,501 |
|
|
|
- |
|
|
|
Cash and cash equivalents and restricted cash, end of
period |
|
$ |
14,129 |
|
|
$ |
30,401 |
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid for interest, net |
|
$ |
6,437 |
|
|
$ |
502 |
|
NAVIOS MARITIME
CONTAINERS INC. |
CONDENSED CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY |
(Expressed in thousands of U.S.
dollars — except for share data) |
|
|
|
Number of
Common Shares |
|
Common Stock |
|
Additional Paid-in Capital |
|
Retained
Earnings |
|
TotalStockholders’Equity |
Balance April 28, 2017 (date of inception) |
|
- |
|
$ |
- |
|
$ |
- |
|
|
$ |
- |
|
$ |
- |
|
|
Proceeds from private placements, net of offering costs |
|
20,057,645 |
|
|
2 |
|
|
95,301 |
|
|
|
- |
|
|
95,303 |
|
|
Deemed distribution |
|
- |
|
|
- |
|
|
(4,423 |
) |
|
|
- |
|
|
(4,423 |
) |
|
Net income |
|
- |
|
|
- |
|
|
- |
|
|
|
965 |
|
|
965 |
|
|
Balance September 30, 2017 (unaudited) |
|
20,057,645 |
|
$ |
2 |
|
$ |
90,878 |
|
|
$ |
965 |
|
$ |
91,845 |
|
|
Balance December 31,
2017 |
|
29,148,554 |
|
$ |
3 |
|
$ |
138,077 |
|
|
$ |
2,638 |
|
$ |
140,718 |
|
|
Proceeds from private placements, net of offering costs |
|
5,454,546 |
|
|
- |
|
|
29,055 |
|
|
|
- |
|
|
29,055 |
|
|
Net income |
|
- |
|
|
- |
|
|
- |
|
|
|
12,942 |
|
|
12,942 |
|
|
Balance September 30, 2018
(unaudited) |
|
34,603,100 |
|
$ |
3 |
|
$ |
167,132 |
|
|
$ |
15,580 |
|
$ |
182,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disclosure of Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA, Adjusted Net Income and
Adjusted Basic Earnings per Share are “non-U.S. GAAP financial
measures” and should not be used in isolation or considered a
substitute for net income, 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 income before interest and
finance costs, before depreciation and amortization. Adjusted
EBITDA represents EBITDA, excluding certain items as described
under “Earnings Highlights”. Adjusted Net Income and Adjusted Basic
Earnings per Share represent Net Income and Basic Earnings per
Share, excluding certain items as described under “Earnings
Highlights”. Navios Containers use EBITDA and Adjusted EBITDA as
liquidity measures and reconcile EBITDA and Adjusted EBITDA to net
cash provided by/(used in) operating activities, the most
comparable U.S. GAAP liquidity measure. EBITDA 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) deferred finance charges and (v) payments for drydock
and special survey costs. Navios Containers believes that EBITDA
and Adjusted EBITDA are a basis upon which liquidity can be
assessed and represents useful information to investors regarding
Navios Containers’ ability to service and/or incur indebtedness,
pay capital expenditures, meet working capital requirements and pay
dividends. Navios Containers also believes that EBITDA and Adjusted
EBITDA are used (i) by prospective and current lessors as well as
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 are presented to
provide additional information with respect to the ability of
Navios Containers to satisfy its respective obligations, including
debt service, capital expenditures, working capital requirements
and pay dividends. While EBITDA and Adjusted EBITDA are frequently
used as measures of operating results and the ability to meet debt
service requirements, the definitions of EBITDA and Adjusted EBITDA
used here may not be comparable to those used by other companies
due to differences in methods of calculation.
EBITDA and Adjusted EBITDA have limitations as
analytical tools, and therefore, should not be considered in
isolation or as a substitute for the analysis of Navios Containers’
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; (ii) EBITDA and Adjusted
EBITDA do not reflect the amounts necessary to service interest or
principal payments on our debt and other financing arrangements;
and (iii) 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, among others, EBITDA and Adjusted EBITDA should
not be considered as a principal indicator of Navios Containers’
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.
Navios Containers Reconciliation of EBITDA and Adjusted
EBITDA to Cash from Operations
|
|
|
|
Three Months
Ended |
September 30,
2018 |
|
September 30,
2017 |
(in thousands
of U.S. dollars) |
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
Net cash provided by
operating activities |
$ |
18,261 |
|
|
$ |
444 |
|
Net (decrease)/increase
in operating assets |
|
(4,681 |
) |
|
|
6,747 |
|
Net decrease/(increase)
in operating liabilities |
|
217 |
|
|
|
(3,824 |
) |
Net interest cost |
|
3,617 |
|
|
|
1,007 |
|
Deferred finance
charges |
|
(618 |
) |
|
|
(199 |
) |
Payments for drydock
and special survey costs |
|
2,440 |
|
|
|
2,336 |
|
EBITDA |
$ |
19,236 |
|
|
$ |
6,511 |
|
Write-off of
transaction expenses |
|
2,396 |
|
|
|
- |
|
Re-activation cost |
|
- |
|
|
|
447 |
|
Adjusted
EBITDA |
$ |
21,632 |
|
|
$ |
6,958 |
|
|
Three Month
Period Ended(in thousands of U.S.
dollars) |
September 30,
2018 |
|
September 30,
2017 |
|
(unaudited) |
|
(unaudited) |
Net cash provided by
operating activities |
$ |
18,261 |
|
|
$ |
444 |
|
Net cash used in
investing activities |
$ |
(81,434 |
) |
|
$ |
(75,503 |
) |
Net cash provided by
financing activities |
$ |
36,202 |
|
|
$ |
70,524 |
|
|
|
|
|
|
|
|
|
|
|
|
Period from April 28, 2017 |
Nine Months
Ended |
September 30,
2018 |
|
(date of inception) to September 30,
2017 |
(in thousands
of U.S. dollars) |
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
Net cash provided by/
(used in) operating activities |
$ |
37,874 |
|
|
$ |
(1,047 |
) |
Net increase in
operating assets |
|
3,766 |
|
|
|
10,957 |
|
Net increase in
operating liabilities |
|
(513 |
) |
|
|
(4,343 |
) |
Net interest cost |
|
7,555 |
|
|
|
1,088 |
|
Deferred finance
charges |
|
(1,144 |
) |
|
|
(199 |
) |
Payments for drydock
and special survey costs |
|
4,061 |
|
|
|
2,336 |
|
EBITDA |
$ |
51,599 |
|
|
$ |
8,792 |
|
Write-off of
transaction expenses |
|
2,396 |
|
|
|
- |
|
Re-activation cost |
|
- |
|
|
|
447 |
|
Adjusted
EBITDA |
$ |
53,995 |
|
|
$ |
9,239 |
|
|
Nine Month
Period Ended(in thousands of U.S.
dollars) |
September 30,2018 |
|
Period from April 28,
2017(date of inception) to September 30,
2017 |
|
(unaudited) |
|
(unaudited) |
Net cash provided by/
(used in) operating activities |
$ |
37,874 |
|
|
$ |
(1,047 |
) |
Net cash used in
investing activities |
$ |
(144,608 |
) |
|
$ |
(120,070 |
) |
Net cash provided by
financing activities |
$ |
106,362 |
|
|
$ |
151,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT II |
Owned Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessel Name |
|
TEU |
|
Year Built |
|
|
Navios Summer(1) |
|
3,450 |
|
2006 |
|
|
Navios Verano(1) |
|
3,450 |
|
2006 |
|
|
Navios Spring(1) |
|
3,450 |
|
2007 |
|
|
Navios Amaranth |
|
4,250 |
|
2007 |
|
|
Navios Indigo(1) |
|
4,250 |
|
2007 |
|
|
Navios Vermilion(1) |
|
4,250 |
|
2007 |
|
|
Navios Verde(1) |
|
4,250 |
|
2007 |
|
|
Navios Amarillo |
|
4,250 |
|
2007 |
|
|
Navios Azure(1) |
|
4,250 |
|
2007 |
|
|
Navios Domino(1) (ex MOL Dominance) |
|
4,250 |
|
2008 |
|
|
Navios Delight(1) (ex MOL Delight) |
|
4,250 |
|
2008 |
|
|
Navios Dedication(1) (ex MOL Dedication) |
|
4,250 |
|
2008 |
|
|
MOL Devotion |
|
4,250 |
|
2009 |
|
|
MOL Destiny |
|
4,250 |
|
2009 |
|
|
Navios Lapis |
|
4,250 |
|
2009 |
|
|
Navios Tempo |
|
4,250 |
|
2009 |
|
|
Niledutch Okapi (ex Navios Dorado) |
|
4,250 |
|
2010 |
|
|
Navios Felicitas |
|
4,360 |
|
2010 |
|
|
Navios Miami |
|
4,563 |
|
2009 |
|
|
APL Oakland |
|
4,730 |
|
2008 |
|
|
APL Los Angeles |
|
4,730 |
|
2008 |
|
|
APL Denver |
|
4,730 |
|
2008 |
|
|
APL Atlanta |
|
4,730 |
|
2008 |
|
|
YM Utmost |
|
8,204 |
|
2006 |
|
|
Navios Unite (ex YM Unity) |
|
8,204 |
|
2006 |
|
|
Navios Unison |
|
10,000 |
|
2010 |
|
|
|
|
|
|
|
|
|
(1) The vessel is subject to a sale and leaseback transaction
with Minsheng Financial Leasing Co. Ltd. for a period of up to five
years, at which time Navios Containers has an obligation to
purchase the vessel.
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