Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)

P5Y0.010.012025-12-01P3MP10MfalseQ20001581804--12-31Includes amounts relating to the Navigator Aurora Facility held within a lessor entity (for which legal ownership resides with a financial institution) that we are required to consolidate under U.S. GAAP into our financial statements as a variable interest entity. As of June 30, 2022, there was $51.6 million in borrowings outstanding under the Navigator Aurora Facility which is included in the non-current liabilites amountss due to related parties on the unaudited condesnsed consolidation balance sheet (December 31, 2021, $54.9 million.).The Navigator Aurora Facility is a loan facility held within a lessor entity (for which legal ownership resides with financial institutions) that we are required to consolidate under U.S. GAAP into our financial statements as a variable interest entity. Please read Note 16—Variable Interest Entities to our condensed consolidated financial statements.The Company occupies office space in London with a new lease commenced in January 2022 for a period of 10 years with a mutual break option in January 2027, which is the fifth anniversary from the lease commencement date. The annual gross rent under this lease is approximately $1.1 million, with an initial rent free period of 27 months, of which 13 months of the rent free period is repayable in the event that the break option is exercised. The Company entered into a lease for office space in New York that expired on June 30, 2022. The annual gross rent under this lease was approximately $0.4 million, subject to certain adjustments. The lease term for our representative office in Gdynia, Poland was revised from January 2022 for an amended period to May 31, 2025. The gross rent per year is approximately $64,000. The Company occupies office space in Copenhagen with a lease commenced in September 2021 that expires in December 2025. The gross rent per year is approximately $180,000. 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form

6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE

13a-16

15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 2022

Commission File Number

001-36202

NAVIGATOR HOLDINGS LTD.

(Translation of registrant’s name into English)

c/o NGT Services (UK) Ltd

10 Bressenden Place

London, SW1E 5DH

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form

20-F

Form 40-F.

Form 20-F ☒

Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form

6-K

in paper as permitted by Regulation

S-T

Rule 101(b)(1).

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form

6-K

in paper as permitted by Regulation

S-T

Rule 101(b)(7).

Yes ☐ No ☒

Table of Contents

NAVIGATOR HOLDINGS LTD.

REPORT ON FORM

6-K

FOR THE THREE MONTHS ENDED JUNE 30, 2022

INDEX


	PAGE
Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
Quantitative and Qualitative Disclosures About Market Risk		21
Important Information Regarding Forward-Looking Statements		22
Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2021 and June 30, 2022		23
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2021 and 2022		24
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months ended June 30, 2021 and 2022		25
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months ended June 30, 2021 and 2022		26
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2021 and 2022		27
Notes to Unaudited Condensed Consolidated Financial Statements		28
EXHIBITS
SIGNATURES

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, all references in this report to “Navigator Holdings,” “our,” “we,” “us” and the “Company” refer to Navigator Holdings Ltd., a Marshall Islands corporation. All references in this report to our wholly-owned subsidiary “Navigator Gas L.L.C.” refer to Navigator Gas L.L.C., a Marshall Islands limited liability company. As used in this report, unless the context indicates or otherwise requires, references to “our fleet” or “our vessels” refers to the 53 vessels we owned and operated as of June 30, 2022.

This section should be read in conjunction with the interim financial statements and notes thereto presented elsewhere in this report, as well as the audited historical consolidated financial statements and notes thereto of Navigator Holdings Ltd. included in our Annual Report on Form

20-F,

filed with the United States Securities and Exchange Commission, or the SEC, on April 28, 2022 (the “2021 Annual Report”). Among other things, those financial statements include more detailed information regarding the basis of presentation for the following information. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, and are presented in U.S. Dollars unless otherwise indicated.

Overview

We are the owner and operator of 53 liquefied gas carriers, which includes the world’s largest fleet of handysize liquefied gas carriers. We also own a 50% share in an ethylene export marine terminal at Morgan’s Point, Texas on the Houston Ship Channel (the “Ethylene Export Terminal”) through a joint venture (the “Export Terminal Joint Venture”).

In August 2021, the Company acquired the fleet and businesses of two entities, Othello Shipping Company S.A. (“Othello Shipping”) and Ultragas ApS (“Ultragas”) from Naviera Ultranav Limitada (“Ultranav” and such acquisition, the “Ultragas Transaction”). The Company owns 100% of Othello Shipping and Ultragas which together own and operate 16 liquefied petroleum gas (“LPG”) carriers ranging in size from 3,770 to 22,000 cbm, all of which are semi-refrigerated vessels and eight of them are capable of carrying ethylene.

Our liquefied gas carrier fleet currently consists of 39 semi- or fully-refrigerated handysize liquefied gas carriers, nine of which are ethylene/ethane capable. We define handysize liquefied gas carriers as those liquefied gas carriers with capabilities between 15,000 and 24,999 cubic meters, or “cbm”. In addition, we have five larger 37,300 – 38,000 cbm midsize liquefied gas carriers, four of which are ethylene/ethane-capable semi-refrigerated liquefied gas carriers; five 12,000 cbm ethylene carriers and four smaller 3,770 –9,000 cbm semi-refrigerated liquefied gas carriers, of which three are also ethylene capable.

Our handysize liquefied gas carriers typically transport LPG on short or medium routes that may be uneconomical for smaller vessels and can call at ports that are unable to support larger vessels due to limited onshore capacity, absence of fully-refrigerated loading infrastructure and/or vessel size restrictions. These handysize liquefied gas carriers are amongst the largest semi-refrigerated vessels in the world, which also makes them capable of transporting petrochemicals on long routes, typically intercontinental.

We play a vital role in the liquefied gas supply chain for energy companies, industrial consumers and commodity traders, with our sophisticated vessels providing an efficient and reliable ‘floating pipeline’ between the parties. We carry LPG for major international energy companies, state-owned utilities and reputable commodities traders. LPG, which consists of propane and butane, is a relatively clean alternative energy source with more than 1,000 applications, including as a heating, cooking and transportation fuel and as a petrochemical and refinery feedstock. LPG is a

by-product

of oil refining and natural gas extraction, and shale gas, principally from the United States.

We also carry petrochemical gases for numerous industrial users. Petrochemical gases, including ethylene, propylene, butadiene and vinyl chloride monomer, are derived from the cracking of petroleum feedstocks such as ethane, LPG and naphtha and are primarily used as raw materials in various industrial processes, like the manufacture of plastics, vinyl and rubber, with a wide application of end uses. Our vessels also carry ammonia for the producers of fertilizers, a main use of ammonia for the agricultural industry, and for ammonia traders.

Our Ethylene Export Terminal, which includes an ethylene cryogenic storage tank with a capacity of 30,000 tons, has the capacity to export at least one million tons of ethylene per year and is capable of loading ethylene capable gas carriers at rates of 1,000 tons per hour. The Ethylene Export Terminal has entered into offtake agreements, which had initial minimum terms of five years for a committed 938,000 tons of ethylene through the terminal annually, or 94% of the terminal’s nameplate capacity.

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Our Fleet

The following table sets forth our vessels as of August 17, 2022:


Operating Vessel	Year Built		Vessel Size (cbm)		Employment Status		Current Cargo		Time Charter Expiration Date
Ethylene/ethane capable semi-refrigerated midsize
Navigator Aurora		2016		37,300		Time Charter		Ethane		December 2026
Navigator Eclipse		2016		37,300		Time Charter		Ethane		March 2026
Navigator Nova		2017		37,300		Time Charter		Ethane		September 2026
Navigator Prominence		2017		37,300		Time Charter		Ethane		January 2026
Ethylene/ethane capable semi-refrigerated handysize
Navigator Orion*		2000		22,085		Spot Market		—		—
Navigator Pluto*		2000		22,085		Time Charter		Ethane		September 2022
Navigator Saturn*		2000		22,085		Spot Market		Drydock		—
Navigator Venus*		2000		22,085		Spot Market		—		—
Navigator Atlas*		2014		21,000		Spot Market		Ethane		—
Navigator Europa*		2014		21,000		Time Charter		Ethane		December 2022
Navigator Oberon*		2014		21,000		Spot Market		—		—
Navigator Triton*		2015		21,000		Spot Market		—		—
Navigator Umbrio*		2015		21,000		Spot Market		Ethylene		—
Ethylene/ethane capable semi-refrigerated smaller size
Happy Kestrel**		2013		12,000		Unigas Pool		—		—
Happy Osprey**		2013		12,000		Unigas Pool		—		—
Happy Peregrine**		2014		12,000		Unigas Pool		—		—
Happy Albatross**		2015		12,000		Unigas Pool		—		—
Happy Avocet**		2017		12,000		Unigas Pool		—		—
Semi-refrigerated handysize
Navigator Magellan		1998		20,700		Time Charter		Butane		August 2022
Navigator Aries		2008		20,750		Time Charter		LPG		January 2023
Navigator Capricorn		2008		20,750		Spot Market		—		—
Navigator Gemini		2009		20,750		Time Charter		LPG		February 2023
Navigator Pegasus		2009		22,200		Time Charter		Propylene		November 2022
Navigator Phoenix		2009		22,200		Spot Market		—		—
Navigator Scorpio		2009		20,750		Spot Market		LPG		—
Navigator Taurus		2009		20,750		Time Charter		Ammonia		December 2022
Navigator Virgo		2009		20,750		Spot Market		—		—
Navigator Leo		2011		20,600		Time Charter		LPG		December 2023
Navigator Libra		2012		20,600		Time Charter		LPG		December 2023
Atlantic Gas		2014		22,000		Spot Market		—		—
Adriatic Gas		2015		22,000		Time Charter		Butane		September 2022
Balearic Gas		2015		22,000		Spot Market		Butadiene		—
Celtic Gas		2015		22,000		Spot Market		Butane		—
Navigator Centauri		2015		21,000		Time Charter		LPG		May 2023
Navigator Ceres		2015		21,000		Time Charter		LPG		June 2023
Navigator Ceto		2016		21,000		Time Charter		LPG		May 2023
Navigator Copernico		2016		21,000		Time Charter		LPG		June 2023

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Operating Vessel	Year Built		Vessel Size (cbm)		Employment Status	Current Cargo	Time Charter Expiration Date
Bering Gas		2016		22,000	Spot Market	Butadiene	—
Navigator Luga		2017		22,000	Time Charter	LPG	June 2023
Navigator Yauza		2017		22,000	Time Charter	LPG	June 2023
Arctic Gas		2017		22,000	Spot Market	—	—
Pacific Gas		2017		22,000	Spot Market	Propylene	—
Semi-refrigerated smaller size
Happy Falcon**		2002		3,770	Unigas Pool	—	—
Happy Condor**		2008		9,000	Unigas Pool	—	—
Happy Pelican**		2012		6,800	Unigas Pool	—	—
Happy Penguin**		2013		6,800	Unigas Pool	—	—
Fully-refrigerated
Navigator Glory		2010		22,500	Time Charter	Ammonia	June 2025
Navigator Grace		2010		22,500	Time Charter	Ammonia	October 2022
Navigator Galaxy		2011		22,500	Time Charter	Ammonia	December 2022
Navigator Genesis		2011		22,500	Time Charter	Ammonia	January 2023
Navigator Global		2011		22,500	Time Charter	LPG	October 2022
Navigator Gusto		2011		22,500	Time Charter	Ammonia	March 2023
Navigator Jorf		2017		38,000	Time Charter	Ammonia	August 2027

*	denotes our owned vessels that operate within the Luna Pool

**	denotes our owned vessels that operate within the independently managed Unigas Pool

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Recent Developments

Effect of Russian Invasion of Ukraine

Two of our vessels,

Navigator Luga

and

Navigator Yauza

, which were on five year time charters to a Russian counterparty, completed their respective charters in July 2022 and were redelivered to the Company. Both vessels are currently on time charters to a leading Nordic producer of petrochemicals. Two other vessels,

Navigator Leo

and

Navigator Libra

are on ten year time charters to that same Russian counterparty and these charters will expire in December 2023. These time charters cannot be terminated earlier without the consent of both parties, unless the counterparty was to become a sanctioned entity or our dealings with that counterparty were to be otherwise prohibited by sanctions, which would render the charters void. As of the date of this Report on Form

6-K.

the counterparty remains unsanctioned.

At the beginning of the Russian conflict in Ukraine, we had employed an aggregate of approximately 120 Russian and Ukrainian officers on board our vessels, many of whom were on the same vessels. Although we have only experienced solidarity among our officers onboard our vessels and we have not experienced any operational issues with such officers, we have reduced the number of Russian and Ukrainian officers to below 100 on our vessels. We continue to monitor this situation, as there may be governmental restrictions, logistical challenges or an inability to employ either or both nationalities in the near future.

Ethylene Export Terminal

Ethylene throughput for the second quarter of 2022 at the Ethylene Export Terminal totaled 268,444 metric tons, a slight increase from the 267,110 metric tons from the previous quarter, and dramatically up from the throughput of 155,428 metric tons during the second quarter of 2021. Both April and May volumes were approximately 100,000 metric tons each with June just below its nameplate capacity. Throughput was reduced at the end of the second quarter of 2021 in order to perform annual maintenance upgrades and to increase inventory levels of the storage tank to accommodate anticipated throughput of 100,000metric tons in July. The ethylene export volumes were primarily discharged in Europe due to the wide pricing arbitrage. Asia has yet to

re-start

their traditional ethylene imports across the Pacific, as demand is hampered, in particular, by Chinese covid restrictions, reducing consumption and production in the region.

Shipping Trends

The handysize semi-refrigerated and fully-refrigerated 12 month time charter rate assessment increased by $35,000 per calendar month (“pcm”) and $15,000 pcm, respectively, during the second quarter of 2022, to $720,000 pcm and $650,000 pcm, respectively. Since the end of the second quarter 2022, shipbroker reports are indicating a semi-refrigerated reduction to $705,000 pcm. The handysize ethylene 12 month time charter assessment remained unchanged at $900,000 pcm.

Europe continues to import energy, feedstocks, petrochemicals and ammonia from wherever the region can source supply. According to Kpler, approximately 80% of U.S. ethylene exports were transported across the Atlantic for European consumption during the second quarter of 2022. This European share declined from a high of 92% during first quarter of 2022, which increased from a more usual level during the fourth quarter 2021 of 51%. Apart from absolute volumes of U.S. ethylene exports, the final destination has a major impact on the demand for ethylene ship capacity. An Atlantic crossing compared to Pacific crossing halves the ethylene vessel demand as well as the size of the vessel due to the shorter distances to Europe. The longer the passages the more competitive the large handysize ethylene vessels become compared to smaller sized ethylene vessels. The arbitrage remains open to both continents however demand and consumption in China remains challenged following lingering COVID restrictions with the resultant effect on the country’s GDP. We expect an increasing percentage of the ethylene exports to be transported across the Pacific during second half of the year.

Ethane exports from the U.S. reached record levels in June 2022 of 684,000 mts. The competitiveness of ethane compared to naphtha as a feedstock for the production of ethylene remains and we believe is set to continue. Our ethylene fleet is agnostic whether it is employed in ethylene or ethane as both products require special nickel steel tanks to enable vessels to carry both products at low temperatures. North American LPG exports also reached record levels during the month of June 2022 with 5.1 million tons departing its shores for international markets. The handysize portion of the total natural gas liquids and petrochemical export volumes are approximately 7%, the upward trend in volumes is beneficial as it ultimately increasing vessel demand for handysize vessels. It further cements the underlying view of the growing importance of North American production and exports for the global markets.

Ammonia continues to grow in importance for the Company. During second quarter of 2022 we increased the number of vessels employed on ammonia charters to seven vessels. This now constitutes 15% of our earnings days which we anticipate will continue to increase.

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Unaudited Results of Operations for the Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021

The following table compares our operating results for the three months ended June 30, 2021 and 2022:


	Three Months Ended June 30, 2021			Three Months Ended June 30, 2022			Percentage Change

	(in thousands, except percentages)
Operating revenues	$	80,153		$	105,875			32.1	%
Operating revenues – Unigas Pool		—			11,389			—
Operating revenues – Luna Pool collaborative arrangements		5,546			6,653			20.0	%

Total operating revenues		85,699			123,917			44.6	%
Expenses:
Brokerage commissions		974			1,569			61.1	%
Voyage expenses		17,689			20,804			17.6	%
Voyage expenses – Luna Pool collaborative arrangements		5,663			6,950			22.7	%
Vessel operating expenses		28,826			38,628			34.0	%
Depreciation and amortization		19,473			31,477			61.6	%
General and administrative costs		5,796			7,827			35.0	%
Other income		(88	)		(109	)		23.9	%

Total operating expenses		78,333			107,146			36.8	%

Operating income		7,366			16,771			127.7	%
Other income/(expense)
Foreign currency exchange gain on senior secured bonds		330			8,218			2,390.3	%
Unrealized loss on non-designated derivative instruments		(269	)		(5,346	)		1,887.4	%
Interest expense		(8,647	)		(11,471	)		32.7	%
Interest income		63			112			77.8	%

Income before taxes and share of result of equity method investments		(1,157	)		8,284			—
Income taxes		(190	)		(671	)		253.2	%
Share of result of equity method investments		2,001			6,757			237.7	%

Net income		654			14,370			2097.2	%
Net income attributable to non-controlling interest		(394	)		(348	)		(11.7	%)

Net income attributable to stockholders of Navigator Holdings Ltd.	$	260		$	14,022			5,293.1	%

Operating Revenues

. Operating revenues, net of address commissions, was $105.9 million for the three months ended June 30, 2022, an increase of $25.7 million or 32.1% compared to $80.2 million for the three months ended June 30, 2021. This increase was primarily due to:

•

an increase in operating revenues of approximately $12.3 million attributable to an increase in vessel available days of 651 days, or 19.7% for the three months ended June 30, 2022, compared to the three months ended June 30, 2021. This increase was primarily as a result of seven additional handysize vessels joining the fleet as part of the Ultragas Transaction in August 2021.

•

an increase in operating revenues of approximately $8.3 million attributable to an increase in average monthly time charter equivalent rates, which increased to an average of approximately $24,633 per vessel per day ($749,244 per vessel per calendar month) for the three months ended June 30, 2022, compared to an average of approximately $22,169 per vessel per day ($674,309 per vessel per calendar month) for the three months ended June 30, 2021;

•

an increase in operating revenues of approximately $2.0 million attributable to an increase in fleet utilization, which rose to 87.4% for the three months ended June 30, 2022, compared to 85.4% for the three months ended June 30, 2021; and

•

an increase in operating revenues of approximately $3.1 million, primarily attributable to an increase in pass through voyage costs, associated with the additional vessels in the fleet during the three months ended June 30, 2022, compared to the three months ended June 30, 2021.

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The following table presents selected operating data for the three months ended June 30, 2021 and 2022, which we believe are useful in understanding the basis for movement in our operating revenues. It does not include our nine owned smaller vessels in the independent commercially managed Unigas Pool or the five vessels owned by Pacific Gas in our Luna Pool.


	Three Months Ended June 30, 2021			Three Months Ended June 30, 2022
Fleet Data:
Weighted average number of vessels		38.0			44.0
Ownership days		3,458			4,004
Available days		3,300			3,951
Operating days		2,818			3,454
Fleet utilization		85.4	%		87.4	%
Average daily time charter equivalent rate (*)	$	22,169		$	24,633

Non-GAAP

Financial Measure—Time charter equivalent:

Time charter equivalent (“TCE”) rate is a measure of the average daily revenue performance of a vessel. TCE is not calculated in accordance with U.S. GAAP. For all charters, we calculate TCE by dividing total operating revenues (excluding collaborative arrangements and revenues from the Unigas Pool), less any voyage expenses (excluding collaborative arrangements), by the number of operating days for the relevant period. TCE rates exclude the effects of the collaborative arrangements, as operating days and fleet utilization, on which TCE rates are based, are calculated for our owned vessels, and not the average of all pool vessels. Under a time charter, the charterer pays substantially all of the vessel voyage related expenses, whereas for voyage charters, also known as spot market charters, we pay all voyage expenses. TCE rate is a shipping industry performance measure used primarily to compare

period-to-period

changes in a company’s performance despite changes in the mix of charter types (i.e., spot charters, time charters and contracts of affreightment) under which the vessels may be employed between the periods. We include average daily TCE rate, as we believe it provides additional meaningful information in conjunction with net operating revenues, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of TCE rate may not be comparable to that reported by other companies.

Reconciliation of Operating Revenues to TCE rate

The following table represents a reconciliation of operating revenues to TCE rate. Operating revenues are the most directly comparable financial measure calculated in accordance with U.S. GAAP for the periods presented.


	Three Months Ended June 30, 2021		Three Months Ended June 30, 2022

	(in thousands, except operating days and average daily time charter equivalent rate)
Fleet Data:
Operating revenues*	$	80,153	$	105,875
Voyage expenses*		17,689		20,804

Operating revenues less Voyage expenses		62,464		85,071

Operating days		2,818		3,454
Average daily time charter equivalent rate	$	22,169	$	24,633

*	Operating revenues and voyage expenses exclude collaborative arrangements and Unigas pool.

Operating Revenues – Unigas Pool

. Operating revenues – Unigas Pool was $11.4 million for the three months ended June 30, 2022 and represents our share of the revenues earned from our nine vessels operating within the Unigas Pool, based on agreed pool points. These vessels were acquired as part of the Ultragas Transaction in August 2021, and therefore there are no Operating Revenues—Unigas Pool for the three months ended June 30, 2021.

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Operating Revenues – Luna Pool Collaborative Arrangements

. Pool earnings are aggregated and then allocated (after deducting pool overheads and managers fees) to the Pool Participants in accordance with the Pooling Agreement. Operating revenues—Luna Pool collaborative arrangements was $6.7 million for the three months ended June 30, 2022, compared to $5.6 million for the three months ended June 30, 2021 and represents our share of pool net revenues generated by the other participant’s vessels in the pool. The Luna Pool, which comprises nine of the Company’s ethylene vessels and five ethylene vessels from Pacific Gas Pte. Ltd., focuses on the transportation of ethylene and ethane to meet the growing demands of our customers.

Brokerage Commissions

. Brokerage commissions, which typically vary between 1.25% and 2.5% of operating revenues, increased by $0.6 million or 61.1% to $1.6 million for the three months ended June 30, 2022, from $1.0 million for the three months ended June 30, 2021, primarily due to an increase in operating revenues on which brokerage commissions are based. Brokerage commissions for the three months ended June 30, 2021 was $1.0 million. The decrease isto due charters where the negotiation was directly with the charterer and no commission was incurred.

Voyage Expenses.

Voyage expenses increased by $3.1 million or 17.6% to $20.8 million for the three months ended June 30, 2022, from $17.7 million for the three months ended June 30, 2021. This increase is primarily due to voyage expenses of the additional seven handysize vessels acquired as part of the Ultragas Transaction. These voyage expenses are pass through costs, corresponding to an increase in operating revenues of the same amount.

Voyage Expenses – Luna Pool Collaborative Arrangements

. Voyage expenses – Luna Pool collaborative arrangements were $7.0 million for the three months ended June 30, 2022, compared to $5.7 million for the three months ended June 30, 2021. These voyage expenses – Luna Pool collaborative arrangements represent the other participant’s share of pool net revenues generated by our vessels in the pool. The net effect after deducting operating revenues – Luna Pool collaborative arrangements was that our vessels contributed $0.3 million to the other participant’s vessels in the Luna Pool for the three months ended June 30, 2022, compared to our vessels contributing $0.1 million to the other participant’s vessels for the three months ended June 30, 2021.

Vessel Operating Expenses

. Vessel operating expenses increased by $9.8 million or 34.0% to $38.6 million for the three months ended June 30, 2022, from $28.8 million for the three months ended June 30, 2021, primarily as a result of the additional Ultragas vessels in the fleet. Average daily vessel operating expenses decreased by $327 per vessel per day, or 3.9%, to $8,009 per vessel per day for the three months ended June 30, 2022, compared to $8,336 per vessel per day for the three months ended June 30, 2021.

Depreciation and Amortization

. Depreciation and amortization increased by $12.0 million or 61.6% to $31.5 million for the three months ended June 30, 2022, from $19.5 million for the three months ended June 30, 2021. Of this increase, $5.8 million results from the additional 16 vessels in the fleet, acquired as part of the Ultragas Transaction and $6.2 million results from the change in the useful economic lives of the vessels in the fleet from 30 years to 25 years on January 1, 2022. Depreciation and amortization included amortization of capitalized drydocking costs of $4.1 million and $2.4 million for the three months ended June 30, 2022 and 2021 respectively.

General and Administrative Costs

. General and administrative costs increased by $2.0 million or 35.0% to $7.8 million for the three months ended June 30, 2022, from $5.8 million for the three months ended June 30, 2021, primarily as a result of the additional general and administrative costs of Ultragas of $1.5 million, additional foreign exchange losses on our Indonesian Rupiah denominated bank account of $0.9 million and additional corporate level costs of $0.3 million, partically

off-set

by a reallocation of technical management costs to vessel operating expenses of $0.7 million and a reduction of other costs of $0.4 million including cost reductions associated with the closure of our New York office.

Other Income

. Other income was $0.1 million for both the three months ended June 30, 2022 and 2021 and consists of that portion of the management fees for commercial and administrative activities performed by the Company for the Luna Pool, relating to the other participant’s vessels.

Non-operating

Results

Foreign Currency Exchange Gain/(Loss) on Senior Secured Bonds

. Exchange gains relate to

non-cash

movements on our 600 million Norwegian Kroner 2018 Bonds which are translated to U.S. Dollar at the prevailing exchange rate as of June 30, 2022. The foreign currency exchange gain of $8.2 million for the three months ended June 30, 2022, was a result of the Norwegian Kroner weakening against the U.S. Dollar, being NOK 9.9 to USD 1.0 as of June 30, 2022, compared to NOK 8.7 to USD 1.0 as of March 31, 2022.

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Unrealized

Gain/(Loss)

Non-designated

Derivative Instruments

. The unrealized losses on

non-designated

derivative instruments of $5.3 million for the three months ended June 30, 2022, primarily relates to a loss in our cross-currency interest rate swap of $9.8 million, which is due to the strengthening of the U.S. Dollar against the Norwegian Kroner, partically offset by the fair value gains of our interest rate swaps across a number of our secured term loan and revolving credit facilities of $4.5 million, as a result of continued increases in forward U.S. Libor rates relative to the fixed rates applicable on these secured term loan and revolving credit facilities; The unrealized losses on our interest rate swaps and cross-currency interest rate swap for the three months ended June 30, 2021, were the result of small movements on each totalling $0.3 million.

Interest Expense

. Interest expense increased by $2.8 million, or 32.7.0%, to $11.5 million for the three months ended June 30, 2022, from $8.6 million for the three months ended June 30, 2021. This is primarily as a result of interest on the additional debt assumed as part of the Ultragas Transaction in August 2021.

Income Taxes

. Income taxes related to taxes on our subsidiaries incorporated in the United States of America, United Kingdom, Poland and Singapore and our consolidated variable interest entity (“VIE”), incorporated in Malta. For the three months ended June 30, 2022, we had a tax charge of $0.7 million compared to taxes of $0.2 million for the three months ended June 30, 2021, with the increase primarily resulting from taxes on our portion of the increased profits from the Export Terminal Joint Venture.

Share of Result of Equity Method Investments

. The share of result of the Company’s 50% ownership in the Export Terminal Joint Venture was income of $6.8 million for the three months ended June 30, 2022, compared to $2.0 million for the three months ended June 30, 2021. This increase is primarily as a result of increased throughput volumes exported by the Ethylene Export Terminal, which were 268,444 tons for the three months ended June 30, 2022, compared to 155,428 tons for the three months ended June 30, 2021.

Non-Controlling

Interest.

We entered into a sale and leaseback arrangement in November 2019 with a wholly-owned special purpose vehicle (“lessor SPV”) of a financial institution. Although we do not hold any equity investments in this lessor SPV, we have determined that we are the primary beneficiary of this entity and accordingly, we are required to consolidate this VIE into our financial results. Thus, the income attributable to the financial institution of $0.3 million and $0.4 million, is presented as the

non-controlling

interest in our financial results for both the three months ended June 30, 2022 and 2021, respectively.

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Results of Operations for the Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

The following table compares our operating results for the six months ended June 30, 2021 and 2022:


	Six Months Ended June 30, 2021			Six Months Ended June 30, 2022			Percentage Change

	(in thousands, except percentages)
Operating revenue	$	160,661		$	206,271			28.4	%
Operating revenues – Unigas Pool		—			24,893			—
Operating revenue – Luna Pool collaborative arrangement		10,786			12,530			16.2	%

Total operating revenue		171,447			243,694			42.1	%
Operating expenses:
Brokerage commissions		2,167			2,976			37.3	%
Voyage expenses		33,305			41,600			24.9	%
Voyage expenses – Luna Pool collaborative arrangement		9,795			11,540			17.8	%
Vessel operating expenses		55,818			76,679			37.4	%
Depreciation and amortization		38,746			62,819			62.1	%
General and administrative costs		12,076			14,170			17.3	%
Profit from sale of vessel		—			(358	)		—
Other income		(160	)		(198	)		23.8	%

Total operating expenses		151,747			209,228			37.9	%

Operating income		19,700			34,466			75.0	%
Foreign currency exchange gain on senior secured bonds		338			7,441			2,101.5	%
Unrealized gain on non-designated derivative instruments		278			9,896			3,459.7	%
Interest expense		(17,608	)		(22,434	)		27.4	%
Interest income		94			199			111.7	%

Income before taxes and share of result of equity method investments		2,802			29,568			955.2	%
Income taxes		(335	)		(1,064	)		217.6	%
Share of result of equity method investments		1,396			13,260			849.9	%

Net income		3,863			41,764			981.1	%
Net income attributable to non-controlling interest		(783	)		(704	)		(10.1	%)

Net income attributable to stockholders of Navigator Holdings Ltd.	$	3,080		$	41,060			1,233.1	%

Operating Revenue

. Operating revenue, net of address commission, increased by $45.6 million or 28.4% to $206.3 million for the six months ended June 30, 2022, from $160.7 million for the six months ended June 30, 2021. This increase was principally due to:

•

an increase in operating revenue of approximately $22.6 million attributable to an increase in vessel available days of 1,179 days or 17.7% for the six months ended June 30, 2022, compared to the six months ended June 30, 2021. This increase was primarily as a result of seven additional handysize vessels joining the fleet as part of the Ultragas Transaction in August 2021.

•

an increase in operating revenue of approximately $11.7 million attributable to an increase in average monthly time charter equivalent rates, which increased to an average of approximately $23,781 per vessel per day ($723,332 per vessel per calendar month) for the six months ended June 30, 2022, compared to an average of approximately $22,060 per vessel day ($670,992 per vessel per calendar month) for the six months ended June 30, 2021;

•

an increase in operating revenue of approximately $3.0 million attributable to an increase in fleet utilization which was 88.4% for the six months ended June 30, 2022 compared to 86.8% for the six months ended June 30, 2021; and

•

an increase in operating revenue of approximately $8.3 million primarily attributable to an increase in pass through voyage costs, due to additional fuel and canal transit costs for the six months ended June 30, 2022 compared to the six months ended June 30, 2021.

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The following table presents selected operating data for the six months ended June 30, 2021 and 2022, which we believe are useful in understanding the basis for movement in our operating revenues. It does not include our nine owned smaller vessels in the independent commercially managed Unigas Pool or the five vessels owned by Pacific Gas in our Luna Pool.


	Six Months Ended June 30, 2021			Six Months Ended June 30, 2022
Fleet Data:
Weighted average number of vessels		38.0			44.1
Ownership days		6,878			7,978
Available days		6,651			7,830
Operating days		5,773			6,925
Fleet utilization		86.8	%		88.4	%
Average daily time charter equivalent rate	$	22,060		$	23,781

Reconciliation of Operating Revenue to TCE rate

The following table represents a reconciliation of operating revenue to TCE rate. Operating revenue is the most directly comparable financial measure calculated in accordance with U.S. GAAP for the periods presented.


	Six Months Ended June 30, 2021		Six Months Ended June 30, 2022

	(in thousands, except operating days and average daily time charter equivalent rate)
Fleet Data:
Operating revenue (excluding collaborative arrangement)	$	160,661	$	206,271
Voyage expenses (excluding collaborative arrangement)		33,305		41,600

Operating revenue less Voyage expenses		127,356		164,671

Operating days		5,773		6,925
Average daily time charter equivalent rate	$	22,060	$	23,781

Operating Revenues – Unigas Pool

. Operating revenues – Unigas Pool was $24.9 million for the six months ended June 30, 2022 and represents our share of the revenues earned from our nine vessels (following the sale of the

Happy Bird

on March 7, 2022

)

operating within the Unigas Pool, based on agreed pool points. These vessels were acquired as part of the Ultragas Transaction in August 2021, and therefore there are no Operating Revenues—Unigas Pool for the six months ended June 30, 2021.

Operating Revenues – Luna Pool Collaborative Arrangements

. Operating revenues—Luna Pool collaborative arrangements, which was our share of the other Luna Pool participants revenue, was $12.5 million for the six months ended June 30, 2022, compared to $10.8 million for the six months ended June 30, 2021, primarily as a result of improved charter rates earned by the vessels in the Luna Pool.

Brokerage Commissions

. Brokerage commissions, which typically vary between 1.25% and 2.5% of operating revenue, increased by 37.3%, to $3.0 million for the six months ended June 30, 2022, from $2.2 million for the six months ended June 30, 2021, primarily due to an increase in operating revenues on which brokerage commissions are based. In addition, the amount of $2.2 million for the six months ended June 30, 2021 was lowered by an adjustment for a charter where the negotiation was directly with the charterer and no commission was payable.

Voyage Expenses.

Voyage expenses increased by 24.9% to $41.6 million for the six months ended June 30, 2022, from $33.3 million for the six months ended June 30, 2021. This increase is primarily due to voyage expenses of the additional seven handysize vessels acquired as part of the Ultragas Transaction. These increased voyage costs are pass through costs, corresponding to an increase in operating revenue of the same amount.

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Voyage Expenses – Luna Pool Collaborative Arrangements

. Voyage expenses – Luna Pool collaborative arrangements were $11.5 million for the six months ended June 30, 2022, compared to $9.8 million for the six months ended June 30, 2021. These voyage expenses – Luna Pool collaborative arrangements represent the other participant’s share of pool net revenues generated by our vessels in the pool. The net effect after deducting operating revenues – Luna Pool collaborative arrangements was that the other participant’s vessels contributed $1.0 million to our vessels in the Luna Pool for both the six months ended June 30, 2022 and for the six months ended June 30, 2021.

Vessel Operating Expenses

. Vessel operating expenses increased by $20.9 million or 37.4% to $76.7 million for the six months ended June 30, 2022, from $55.8 million for the six months ended June 30, 2021, primarily as a result of the additional Ultragas vessels joining the fleet. Average daily vessel operating expenses decreased by $133 per vessel per day, or 1.6%, to $7,982 per vessel per day for the three months ended June 30, 2022, compared to $8,115 per vessel per day for the three months ended June 30, 2021.

Depreciation and Amortization

. Depreciation and amortization increased by $24.1 million or 62.1% to $62.8 million for the six months ended June 30, 2022, from $38.7 million for the six months ended June 30, 2021. Of this increase, $11.6 million results from the additional 16 vessels in the fleet acquired as part of the Ultragas Transaction, following the sale of the

Happy Bird

in March 2022, and $12.5 million results from the change in the useful economic lives of the vessels in the fleet from 30 years to 25 years on January 1, 2022. Depreciation and amortization included amortization of capitalized drydocking costs of $8.3 million and $4.5 million for the six months ended June 30, 2022 and 2021 respectively.

Profit from Sale of Vessel.

Profit from sale of vessel for the three months ended March 31, 2022 was $0.4 million and related to the sale of the vessel, Happy Bird. The sale of Navigator Neptune was at book value, therefore there was no profit or loss on the sale of this vessel.

General and Administrative Costs

. General and administrative costs increased by $2.1 million or 17.3% to $14.2 million for the six months ended June 30, 2022, from $12.1 million for the six months ended June 30, 2021, primarily as a result of the additional general and administrative costs of Ultragas of $2.7 million, foreign exchange losses on our Indonesian Rupiah denominated bank account of $0.9 million and additional corporate level costs of $0.8 million, more than

off-set

by a reallocation of technical management costs to vessel operating expenses of $1.4 million and a reduction of other costs of $1.0 million including cost reductions associated with the closure of our New York office.

Non-operating

Results

Foreign Currency Exchange Gain/(Loss) on Senior Secured Bonds

. Exchange gains relate to

non-cash

movements on our 600 million Norwegian Kroner 2018 Bonds which are translated to U.S. Dollar at the prevailing exchange rate as of June 30, 2022. The foreign currency exchange gain of $7.4 million for the six months ended June 30, 2022, was a result of the Norwegian Kroner weakening against the U.S. Dollar, being NOK 9.9 to USD 1.0 as of June 30, 2022, compared to NOK 8.8 to USD 1.0 as of December 31, 2021.

Unrealized Gains

Non-designated

Derivative Instruments

. The unrealized gains on

non-designated

derivative instruments of $9.9 million for the six months ended June 30, 2022, primarily relates to fair value gains of our interest rate swaps across a number of our secured term loan and revolving credit facilities of $17.6 million, as a result of continued significant increases in forward U.S. Libor rates relative to the fixed rates applicable on these secured term loan and revolving credit facilities offset by a loss in our cross-currency interest rate swap of $7.7 million, which is due to the weakening of the Norwegian Kroner against the U.S. Dollar. The unrealized gains on our interest rate swaps and cross-currency interest rate swap were $0.3 million for the six months ended June 30, 2021.

Interest Expense

. Interest expense increased by $4.8 million, or 27.4%, to $22.4 million for the six months ended June 30, 2022, from $17.6 million for the three months ended June 30, 2021. This is primarily as a result of interest on the additional debt assumed as part of the Ultragas Transaction in August 2021.

Income Taxes

. Income taxes related to taxes on our subsidiaries incorporated in the United States of America, United Kingdom, Poland and Singapore and our consolidated VIE, incorporated in Malta. For the six months ended June 30, 2022, we had a tax charge of $1.1 million compared to taxes of $0.3 million for the six months ended June 30, 2021, with the increase primarily being as a result of taxes on our portion of the increased profits from the Ethylene Terminal Joint Venture.

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Share of Result of Equity Method Investments

. The share of result of the Company’s 50% ownership in the Export Terminal Joint Venture was income of $13.3 million for the six months ended June 30, 2022, compared to $1.4 million for the six months ended June 30, 2021. This increase is primarily as a result of increased throughput volumes exported by the Ethylene Export Terminal, which were 535,554 tons for the six months ended June 30, 2022, compared to 245,805 tons for the six months ended June 30, 2021. Throughput of tons during the six months ended June 30, 2021 was lower than expected following mechanical integrity concerns on the pipeline carrying the ethylene from the caverns at Mont Belvieu to the Ethylene Export Terminal.

Non-Controlling

Interest.

non-controlling

interest in our financial results for both the six months ended June 30, 2022 and 2021, respectively.

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Liquidity and Capital Resources

Liquidity and Cash Needs

Our primary sources of funds are cash and cash equivalents, cash from operations, undrawn bank borrowings and proceeds from bond issuances. As of June 30, 2022, we had cash, cash equivalents and restricted cash of $151.2 million along with $20.0 million available to be drawn down on one of our secured revolving credit facilities.

Our secured term loan facilities and revolving credit facilities require that the borrowers have liquidity (including undrawn available lines of credit with a maturity exceeding 12 months) of no less than (i) $25.0 million, $35.0 million, or $50.0 million, as applicable to the relevant loan facility, or (ii) 5% of Net Debt or total debt which was $45.7 million as of June 30, 2022, whichever is greater. Please see “—Secured Term Loan Facilities and Revolving Credit Facilities”, “—2018 Senior Secured Bonds” and “2020 Senior Unsecured Bonds” below.

Our primary uses of funds are drydocking expenditures, voyage expenses, vessel operating expenses, general and administrative costs, expenditures incurred in connection with ensuring that our vessels comply with international and regulatory standards, financing expenses and repayment of bonds and bank loans. In addition to operating expenses, our medium-term and long-term liquidity needs relate to debt repayments, potential future newbuildings or acquisitions and any further development of the Ethylene Export Terminal in our Export Terminal Joint Venture or other projects.

As of June 30, 2022, our total current liabilities exceeded our total current assets by $27.7 million. This net current liability position is primarily due to the movement from

non-current

liabilities to current liabilities of the January 2015 secured term loan facility, which matures between August 2022, April 2023, and the June 2017 secured term loan and revolving credit facility which will mature in June 2023. Management expects to refinance these two facilities and is currently negotiating such refinancing with a number of banking institutions. Although the Company has a long track record of successfully refinancing our existing debt facilities and sourcing new financing, we cannot assure you that we will be able to refinance such facilities in a timely manner, on favorable terms of at all.

As of June 30, 2022, we had $920.2 million in outstanding obligations, which includes principal repayments on long-term debt, including our bonds, commitments in respect of the Navigator Aurora Facility and office lease commitments. In August 2021, we assumed additional debt associated with the Ultragas Transaction, which as of June 30, 2022, stood at $172.9 million. The additional debt comprised of five bank loans which have half-yearly repayments totalling approximately $13.5 million, with maturity starting in 2025 and accrue interest at U.S. Libor plus a margin of between 1.9% and 2.65%. In each case, U.S. Libor is fixed by an interest rate swap of approximately 2.0%. The financial covenants on these bank loans were modified to be consistent with those of the Company’s other credit facilities. Of the Company’s total outstanding obligations, $82.9 million matures during the remainder of 2022, and $837.3 million matures after such date.

We believe, given our current cash balances, that our financial resources, including the cash expected to be generated from operations within the year, will be sufficient to meet our liquidity and working capital needs for at least the next twelve months, taking into account our existing capital commitments and debt service requirements.

Capital Expenditures

Liquefied gas transportation is a capital-intensive business, requiring significant investment to maintain an efficient fleet and to stay in regulatory compliance.

We currently have no newbuildings on order. However, we may place newbuilding orders or acquire additional vessels as part of our growth strategy, or may invest further in terminal infrastructures, such as expanding our existing Ethylene Export Terminal or other import or export terminals.

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Cash Flows

The following table summarizes our cash, cash equivalents and restricted cash provided by / (used in) operating, investing and financing activities for the six months ended June 30, 2021 and 2022:


	Six months ended June 30, 2021			Six months ended June 30, 2022

	(in thousands)
Net cash provided by operating activities	$	53,812		$	58,705
Net cash provided by investing activities		2,745			40,352
Net cash used in financing activities		(19,472	)		(72,064	)

Net increase in cash, cash equivalents and restricted cash	$	37,085		$	26,993

Operating

Cash

Flows

. Net cash provided by operating activities for the six months ended June 30, 2022 increased to $58.7 million, from $53.8 million for the six months ended June 30, 2022, an increase of $4.9 million. This increase was primarily due to an improvement in net income of $37.9 million, which included additional depreciation of $24.1 million, a decrease in drydocking payments of $2.2 million, more than

off-set

by increased gains on derivative instruments and foreign exchange gains of $16.7 million; an increase in our share of the result from equity method investments of $11.9 million; and changes in working capital of $25.2 million during the six months ended June 30, 2022, compared to the six months ended June 30, 2021.

Net cash flow from operating activities depends upon charter rates attainable, fleet utilization, fluctuations in working capital balances, repairs and maintenance activity, amount and duration of drydocks, changes in interest rates and foreign currency rates.

We are required to drydock each vessel once every five years until it reaches 15 years of age, after which we drydock vessels every two and a half to three years. Drydocking each vessel takes approximately 30 days in total. Drydocking days generally include approximately 5-10 days of voyage time to and from the drydocking shipyard and approximately

15-20

days of actual drydocking time. Six of our vessels completed their respective drydockings during the six months ended June 30, 2022, with a further six vessels scheduled for drydocking during the remainder of 2022.

We spend significant amounts of funds for scheduled drydocking (including the cost of classification society surveys) of each of our vessels. As our vessels age and our fleet expands, our drydocking expenses will increase. We estimate the current cost of the five-year drydocking of one of our vessels is approximately $1.0 million, the

ten-year

drydocking cost is approximately $1.3 million, and the 15 year and 17 year drydocking costs are approximately $1.5 million each. Ongoing costs for compliance with environmental regulations are primarily included as part of our drydocking, such as the requirement to install ballast water treatment plants, and classification society survey costs, with a balance included as a component of our operating expenses.

Inv

sti

Cash Flow

. Net cash provided by investing activities of $40.4 million for the six months ended June 30, 2022 primarily consisted of $26.4 million relating to proceeds received from the sale of two of our vessels, distributions received from our investment in the Export Terminal Joint Venture of $14.2 million and insurance recoveries on existing damage claims of $0.9 million; offset by investment of $1.1 million in ballast water treatment systems which are being retrofitted on our vessels during dry dock to comply with the requirements of the Ballast Water Management Convention.

Net cash provided by investing activities of $1.9 million for the six months ended June 30, 2021 primarily consisted of $6.9 million in distributions received from equity accounted joint ventures exceeding our cumulative equity in earnings and insurance recoveries on existing damage claims of $0.4 million, partically offset by our investment of $4.0 million in capital contributions made to our Export Terminal Joint Venture and investment of $0.3 million in ballast water treatment systems which are being retrofitted on our vessels during dry dock to comply with the requirements of the Ballast Water Management Convention.

Financing

Cash

Flows

. Net cash used in financing activities of $72.1 million for the six months ended June 30, 2022, related to regular quarterly repayments on our secured term loan facilities of $51.1 million, a loan maturity repayment of $17.7 million and an extemporaneous repayment of $3.3 million on the Navigator Aurora Facility held within our consolidated lessor VIE.

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Net cash used in financing activities of $19.5 million for the six months ended June 30, 2021, relates to regular quarterly repayments on our secured term loan facilities of $34.1 million and an extemporaneous repayment of $3.3 million on the Navigator Aurora Facility held within our consolidated lessor VIE, offset by a final draw down of $18.0 million from the Terminal Facility.

Terminal Facility

General

. In March 2019, Navigator Ethylene Terminals LLC (“Marine Terminal Borrower”), our wholly-owned subsidiary, entered into a Credit Agreement (the “Terminal Facility”) for a maximum principal amount of $75.0 million, to be used for the payment of capital contributions to our Export Terminal Joint Venture for construction costs of our Ethylene Export Terminal.

Term and Facility Limits.

The Terminal Facility is now converted into a term loan with a final maturity of December 31, 2025. Based on the committed throughput agreements for the Ethylene Export Terminal, a total of $69.0 million was drawn under the Terminal Facility of which $47.5 million was outstanding as of June 30, 2022.

Interest.

The Terminal Facility is subject to quarterly repayments of principal and interest. Interest is payable at a rate of U.S. Libor plus 275 to 300 basis points over the remaining term of the facility. We have entered into floating to fixed interest rate swap agreements for approximately 80% of the amounts drawn under the Terminal Facility. The U.S. Libor element of the interest rate payable by the Marine Terminal Borrower under these interest rate swap agreements is 0.369% and 0.3615% per annum.

Financial Covenants.

Under the Terminal Facility, the Marine Terminal Borrower must maintain a minimum debt service coverage ratio (as defined in the Terminal Facility) for the prior four calendar fiscal quarters of no less than 1.10 to 1.00.

ive Co

Following completion of the Marine Export Terminal, the Marine Terminal Borrower can only pay dividends if the Marine Terminal Borrower satisfies certain customary conditions to paying a dividend, including maintaining a debt service coverage ratio for the immediately preceding four consecutive fiscal quarters and the projected immediately succeeding four consecutive fiscal quarters of not less than 1.20 to 1.00 and no default or event of default has occurred or is continuing. The Terminal Facility also limits the Marine Terminal Borrower from, among other things, incurring indebtedness or entering into mergers and divestitures. The Terminal Facility also contains general covenants that will require the Marine Terminal Borrower to vote its interest in the Export Terminal Joint Venture to cause the Export Terminal Joint Venture to maintain adequate insurance coverage and maintain its property (but only to the extent the Marine Terminal Borrower has the power under the organizational documents of the Export Terminal Joint Venture to cause such actions).

On May 6, 2021, the Company obtained a waiver from the lenders under the Terminal Facility, which is retrospective with effect from the date of its inception, to correct a technical inconsistency in the Terminal Facility, involving a restrictive covenant relating to taking affirmative action regarding the treatment of tax status of the borrower as a corporation for U.S. federal, state or local income tax purposes. The waiver required among other things, an amendment to the credit agreement and other loan documentation to remediate the inconsistency and to set aside and fund a tax reserve, based on the subsequent three months’ tax liabilities. The terms of the waiver were complied with and the amendment entered into on August 4, 2021.

Secured Term Loan Facilities and Revolving Credit Facilities

General

. Navigator Gas L.L.C., our wholly-owned subsidiary, and certain of our vessel-owning subsidiaries have entered into various secured term loan facilities and revolving credit facilities as summarized in the table below. For additional information regarding our secured term loan facilities and revolving credit facilities, please read “Item 5—Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities” in the 2021 Annual Report.

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The table below summarizes our secured term loan and revolving credit facilities as of June 30, 2022:


Facility agreement date	Original facility amount		Principal amount outstanding		Undrawn amount at June 30, 2022		Interest rate		Loan maturity date

	(in millions)
January 2015*	$	278.1	$	65.6	$	—		US Libor + 270 BPS		August 2022—April 2023
October 2016		220.0		70.3		20.0		US Libor + 260 BPS		November 2023
June 2017		160.8		78.3		—		US Libor + 230 BPS		June 2023
March 2019		107.0		77.3		—		US Libor + 240 BPS		March 2025
September 2020		210.0		180.4		—		US Libor + 250 BPS		September 2024
October 2019**		69.1		47.5		—		US Libor + 185 BPS		October 2026
August 2021 Amendment and Restatement Agreement		67.0		49.5		—		US Libor + 190 BPS		June 2026
DB Credit Facility A		57.7		22.8		—		US Libor + 205 BPS		April 2027
Santander Credit Facility A		81.0		33.7		—		US Libor + 205 BPS		May 2027
DB Credit Facility B		60.9		34.3		—		US Libor + 205 BPS		December 2028
Santander Credit Facility B		55.8		32.6		—		US Libor + 205 BPS		January 2029

Total	$	1,367.4	$	692.3	$	20.0

*	The January 2015 facility tranches mature over a range of dates, from August 2022 to April 2023.

**	The October 2019 loan facility relates to the Navigator Aurora Facility held within a lessor entity (for which legal ownership resides with financial institutions) that we are required to consolidate under U.S. GAAP into our financial statements as a variable interest entity.

As of June 30, 2022, we were in compliance with all covenants under the secured term loan facilities and revolving credit facilities.

2018 Senior Secured Bonds

General

. On November 2, 2018, we issued senior secured bonds in an aggregate principal amount of 600 million Norwegian Kroner (“NOK”) (approximately $71.7 million) with Nordic Trustee AS, as bond trustee and security agent (the “2018 Bonds”). The net proceeds were used to partially finance our portion of the capital cost for the construction of the Ethylene Export Terminal. The 2018 Bonds are governed by Norwegian law and are listed on the Nordic ABM which is operated and organized by Oslo Børs ASA.

Security

. The 2018 Bonds are secured by three of the Company’s ethylene capable semi-refrigerated liquefied gas carriers.

Interest

. Interest on the 2018 Bonds is payable quarterly at a rate equal to the

3-month

NIBOR plus 6.0% per annum, calculated on a 360-day year basis. We have entered into a cross-currency interest rate swap agreement whereby interest is payable at a rate equal to the 3-month LIBOR plus 6.608% throughout the life of the bond. Interest is payable quarterly in arrears on February 2, May 2, August 2 and November 2.

Maturity.

The 2018 Bonds will mature in full on November 2, 2023.

Optional Redemption

. We may redeem the 2018 Bonds, in whole or in part, at any time. Any 2018. Bonds redeemed until November 1, 2022, are redeemable at 102.864% of par, from November 2, 2022 until May 1, 2023, are redeemable at 101.79% of par, and from May 2, 2023 to the maturity date are redeemable at 100% of par, in each case, in cash plus accrued interest. Additionally, upon the occurrence of a “Change of Control Event” (as defined in the bond agreement governing the 2018 Bonds (the “2018 Bond Agreement”)), the holders of 2018 Bonds have an option to require us to repay such holders’ outstanding principal amount of 2018 Bonds at 101% of par, plus accrued interest.

Financial Covenants

. The 2018 Bond Agreement contains financial covenants requiring us, among other things, to ensure that:

•

we and our subsidiaries maintain a minimum liquidity of no less than $25.0 million; and

•

we and our subsidiaries maintain an Equity Ratio of at least 30%.

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Our compliance with the covenants listed above is measured as of the end of each fiscal quarter. As of June 30, 2022, we were in compliance with all covenants under the 2018 Bonds.

Restrictive Covenants.

The 2018 Bond Agreement provides that we may declare dividends so long as such dividends do not exceed 50% of our cumulative consolidated net profits after taxes since January 1, 2020. The 2018 Bond Agreement also limits us and our subsidiaries from, among other things, entering into mergers and divestitures, engaging in transactions with affiliates or incurring any additional liens which would have a material adverse effect. In addition, the 2018 Bond Agreement includes a put option exercisable following a change of control and customary events of default, including those relating to a failure to pay principal or interest, a breach of covenant, false representation and warranty, a cross-default to other indebtedness, the occurrence of a material adverse effect, or our insolvency or dissolution.

2020 Senior Unsecured Bonds

General

. On September 10, 2020, we issued senior unsecured bonds in an aggregate principal amount of $100.0 million with Nordic Trustee AS as the bond trustee (the “2020 Bonds”). The net proceeds of the issuance of the 2020 Bonds were used to redeem in full all of our previously outstanding 2017 Bonds. The 2020 Bonds are governed by Norwegian law and listed on the Nordic ABM which is operated and organized by Oslo Børs ASA.

Interest

. Interest on the 2020 Bonds is payable at a fixed rate of 8.0% per annum, calculated on a

360-day

year basis. Interest is payable semi- annually in arrears on March 10 and September 10 of each year.

Maturity.

The 2020 Bonds mature in full on September 10, 2025 and become repayable on that date.

Optional Redemption

. We may redeem the 2020 Bonds, in whole or in part at any time. Any 2020 Bonds redeemed; up until September 9, 2023 will be priced at the aggregate of the net present value (based on the Norwegian government bond rate plus 50 basis points) of 103.2% of par and interest payable up to September 9, 2023; from September 10, 2023 up until September 9, 2024, are redeemable at 103.2% of par, from September 10, 2024 up until March 9, 2025, are redeemable at 101.6% of par, and from March 10, 2025 to the maturity date are redeemable at 100% of par, in each case, in cash plus accrued interest.

Additionally, upon the occurrence of a “Change of Control Event” (as defined in the bond agreement for the 2020 Bonds, (the “2020 Bond Agreement”)), the holders of 2020 Bonds have an option to require us to repay such holders’ outstanding principal amount of 2020 Bonds at 101% of par, plus accrued interest.

Financial Covenants

. The 2020 Bond Agreement contains financial covenants requiring us, among other things, to ensure that:

•

we and our subsidiaries maintain a minimum liquidity of no less than $35.0 million; and

•

we and our subsidiaries maintain an Equity Ratio (as defined in the 2020 Bond Agreement) of at least 30%.

Our compliance with the covenants listed above is measured as of the end of each fiscal quarter. As of June 30, 2022, we were in compliance with all covenants under the 2020 Bonds.

Restrictive Covenants.

The 2020 Bonds provide that we may declare or pay dividends to shareholders provided the Company maintains a minimum liquidity of $60.0 million, unless an event of default has occurred and is continuing. The 2020 Bond Agreement also limits us and our subsidiaries from, among other things, entering into mergers and divestitures, engaging in transactions with affiliates or incurring any additional liens which would have a material adverse effect. In addition, the 2020 Bond Agreement includes customary events of default, including those relating to a failure to pay principal or interest, a breach of covenant, false representation and warranty, a cross-default to other indebtedness, the occurrence of a material adverse effect, or our insolvency or dissolution.

Lessor VIE Debt

In October 2019, we entered into a sale and leaseback transaction to refinance one of our vessels,

Navigator Aurora

¸ with a lessor, OCY Aurora Ltd, a special purpose vehicle (“SPV”) and wholly owned subsidiary of Ocean Yield Malta Limited. The SPV was determined to be a variable interest entity (“VIE”). We are deemed to be the primary beneficiary of the VIE, and as a result, we are required by U.S. GAAP to consolidate the SPV into our results. The loan described below under “—Navigator Aurora Facility” relates to the VIE. Although we have no control over the funding arrangements of this entity, we are required to consolidate this loan facility into our financial results.

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Upon the occurrence of a “Change of Control Event” (as defined in the sale and leaseback agreement), the lessor has an option to require us to repurchase

Navigator Aurora

at 103% of the outstanding lease amount, plus costs and expenses directly attributable to the termination of the lessor’s financing arrangements, such as break costs for swap arrangements.

Navigator Aurora Facility

In October 2019, the SPV, which owns

Navigator Aurora

, entered into secured financing agreements for $69.1 million consisting of a USD denominated loan facility, the “Navigator Aurora Facility”. The Navigator Aurora Facility is a seven year unsecured loan provided by OCY Malta Limited, the parent of OCY Aurora Ltd., The Navigator Aurora Facility is subordinated to a further bank loan where OCY Aurora Ltd is the guarantor and

Navigator Aurora

is pledged as security. Please read Note 6—Secured Term Loan Facilities and Revolving Credit Facilities to the unaudited condensed consolidated financial statements for additional information. The Navigator Aurora Facility bears interest at

3-month

U.S. LIBOR plus a margin of 185 basis points and is repayable by the SPV with a balloon payment on maturity. As of June 30, 2022, there was $51.5 million in borrowings outstanding under the Navigator Aurora Facility (December 31, 2021, $54.8 million.).

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For a description of our material accounting policies, please read Note 2—Summary of Significant Accounting Policies to the 2021 Annual Report.

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Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in interest rates and foreign currency fluctuations, as well as inflation. We use interest rate swaps to manage interest rate risks but do not use these financial instruments for trading or speculative purposes.

Interest Rate Risk

We and certain of our vessel-owning subsidiaries are parties to secured term loan and revolving credit facilities that bear interest at an interest rate of U.S. LIBOR plus 185 to 270 basis points. At June 30, 2022, our outstanding debt that is subject to variable interest rates, net of the amount subject to interest rate swap agreements, was $419.2 million. Based on this, a variation in U.S. LIBOR of 100 basis points would result in an increase of $4.2 million in annual interest paid on our indebtedness outstanding as of June 30, 2022.

We use interest rate swaps to reduce our exposure to market risk from changes in interest rates. The principal objective of these contracts is to minimize the risks and costs associated with its floating-rate debt. The Company is exposed to the risk of credit loss in the event of

non-performance

by the counterparty to the interest rate swap agreements.

Foreign Currency Exchange Rate Risk

Our primary economic environment is the international shipping market. This market utilizes the U.S. Dollar as its functional currency. Consequently, most of our revenues are in U.S. Dollars although some charter hires are paid in Indonesian Rupiah. Our expenses, however, are in the currency invoiced by each supplier, and we remit funds in the various currencies invoiced. We incur some vessel operating expenses and general and administrative costs in foreign currencies, primarily the Euro, Pound Sterling, Danish Kroner and Polish Zloty and therefore there is a transactional risk that currency fluctuations could have a negative effect on our cashflows and financial condition. We believe these adverse effects would not be material and we have not entered into any derivative contracts to mitigate our exposure to foreign currency exchange rate risk during 2022.

In November 2018, we issued senior secured bonds in an aggregate amount of NOK 600 million. We have entered into a cross currency interest rate swap to mitigate the risk of currency movements for both interest payments during the five-year tenor of the 2018 Bonds and for the principal repayments at maturity in November 2023. However, if the Norwegian Kroner weakens relative to the U.S. Dollar beyond a certain threshold, we are required to place cash collateral with our swap providers for the forecast future liability on the cross-currency interest rate swap. In the event the depreciation of the Norwegian Kroner relative to the U.S. Dollar is significant, the cash collateral requirements could adversely affect our liquidity and financial position.

In addition, at each quarterly interest payment date, the cross-currency interest rate swap exchanges a receipt of floating interest of 6.0% plus

3-month

NIBOR on NOK 600 million for a U.S. dollar payment of floating interest of 6.608% plus

3-month

U.S. LIBOR on the approximate $71.7 million principal amount. The purpose of the cross-currency interest rate swap is to economically hedge the foreign currency exposure on the payments of interest and principal of the Company’s

NOK-denominated

2018 Bonds due in 2023. The cross-currency interest rate swap is remeasured to fair value at each reporting date.

Inflation

Certain of our operating expenses, including crewing, insurance and drydocking costs, are subject to fluctuations as a result of market forces. Increases in bunker costs could have a material effect on our future operations if the number and duration of our voyage charters or COAs increases. In the case of the 44 vessels owned and commercially managed by us as of June 30, 2022, 28 were employed on time charter and as such it is the charterers who pay for the fuel on those vessels. If our vessels are employed under voyage charters or COAs, freight rates are generally sensitive to the price of fuel. However, a further sharp rise in bunker prices may have a temporary negative effect on our results since freight rates generally adjust only after prices settle at a higher level.

Credit Risk

We may be exposed to credit risks in relation to vessel employment and at times may have multiple vessels employed by one charterer. We consider and evaluate concentration of credit risk continuously and perform ongoing evaluations of these charterers for credit risk. At June 30, 2022, no more than four of our vessels were employed by the same charterer. We invest our surplus funds with reputable financial institutions, with original maturities of no more than three months, in order to provide the Company with flexibility to meet all requirements for working capital and for capital investments.

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IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This report on Form

6-K

contains certain forward-looking statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto, including our financial forecast. In addition, we and our representatives may from time to time make other oral or written statements that are also forward-looking statements. Such statements include, in particular, statements about our plans, strategies, business prospects, changes and trends in our business and the markets in which we operate as described in this report on Form

6-K.

In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue,” “scheduled,” or the negative of these terms or other comparable terminology. Forward-looking statements appear in a number of places in this report. These risks and uncertainties include but are not limited to:

•

global epidemics or other health crises such as the outbreak of

COVID-19,

including its impact on our business;

•

future operating or financial results;

•

pending acquisitions, business strategy and expected capital spending;

•

operating expenses, availability of crew, number of

off-hire

days, drydocking requirements and insurance costs;

•

fluctuations in currencies and interest rates;

•

general market conditions and shipping market trends, including charter rates and factors affecting supply and demand;

•

our ability to continue to comply with all our debt covenants;

•

our financial condition and liquidity, including our ability to refinance our indebtedness as it matures or obtain additional financing in the future to fund capital expenditures, acquisitions and other corporate activities;

•

estimated future capital expenditures needed to preserve our capital base;

•

our expectations about the availability of vessels to purchase, or the useful lives of our vessels;

•

our continued ability to enter into long-term, fixed-rate time charters with our customers;

•

the availability and cost of low sulfur fuel oil compliant with the International Maritime Organization sulfur emission limit reductions, generally referred to as “IMO 2020,” which took effect January 1, 2020;

•

our vessels engaging in ship to ship transfers of LPG or petrochemical cargoes which may ultimately be discharged in sanctioned areas or to sanctioned individuals without our knowledge;

•

the impact of the Russian invasion of Ukraine;

•

changes in governmental rules and regulations or actions taken by regulatory authorities;

•

potential liability from future litigation;

•

our expectations relating to the payment of dividends;

•

our ability to successfully remediate the material weakness in our internal control over financial reporting and our disclosure controls and procedures;

•

our expectation regarding providing

in-house

technical management for certain vessels in our fleet and our success in providing such

in-house

technical management;

•

our expectations regarding the financial success of the Ethylene Export Terminal and our related Export Terminal Joint Venture or our Luna Pool collaborative arrangements;

•

our expectations regarding the integration, profitability and success of the vessels and businesses acquired in the Ultragas Transaction and the operational and financial benefits from the combined businesses and fleet; and

•

other factors detailed from time to time in other periodic reports we file with the Securities and Exchange Commission.

All forward-looking statements included in this report on Form

6-K

are made only as of the date of this report. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. We expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of our common stock.

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NAVIGATOR HOLDINGS LTD.

Condensed Consolidated Balance Sheets

(Unaudited)


	December 31, 2021			June 30, 2022

	(in thousands, except share data)
Assets
Current assets
Cash, cash equivalents and restricted cash	$	124,223		$	151,216
Accounts receivable, net of allowance for credit losses of $982 (December 31, 2021: $1,105)		31,906			24,600
Accrued income		6,150			7,687
Prepaid expenses and other current asset s		16,293			22,992
Bunkers and lubricant oils		13,171			14,992
Insurance receivable		6,857			7,913
Amounts due from related parties		16,736			17,306

Total current assets		215,336			246,706
Non-current assets
Vessels, net		1,763,252			1,709,356
Assets held for sale		25,944			—
Property, plant and equipment, net		330			240
Intangible assets, net of accumulated amortization of $458 (December 31, 2021: $387)		400			278
Equity method investments		150,209			149,319
Derivative assets		579			14,405
Right-of-use asset for operating leases		923			4,451
Prepaid expenses and other non-current assets		452			110

Total non-current assets		1,942,089			1,878,159

Total assets	$	2,157,425		$	2,124,865

Liabilities and stockholders’ equity
Current liabilities
Current portion of secured term loan facilities, net of deferred financing costs	$	148,570		$	222,684
Current portion of operating lease liabilities		381			211
Accounts payable		11,600			9,067
Accrued expenses and other liabilities		20,247			21,305
Accrued interest		5,211			5,196
Deferred income		18,510			15,508
Amounts due to related parties		224			429

Total current liabilities		204,743			274,400

Non-current liabilities
Secured term loan facilities and revolving credit facilities, net of current portion and deferred financing costs		604,790			463,472
Senior secured bond, net of deferred financing costs		67,688			60,374
Senior unsecured bond, net of deferred financing costs		98,551			98,747
Derivative liabilities		8,800			12,725
Operating lease liabilities, net of current portion		522			4,097
Amounts due to related parties		54,877			51,590

Total non-current liabilities		835,228			691,005

Total Liabilities		1,039,971			965,405
Commitments and contingencies
Stockholders’ equity
Common stock—$.01 par value per share; 400,000,000 shares authorized; 77,264,139 shares issued and outstanding, (December 31, 2021: 77,180,429)		772			773
Additional paid-in capital		797,324			797,800
Accumulated other comprehensive loss		(253	)		(488	)
Retained earnings		316,008			357,068

Total Navigator Holdings Ltd. stockholders’ equity		1,113,851			1,155,153
Non-controlling interest		3,603			4,307

Total equity		1,117,454			1,159,460

Total liabilities and stockholders’ equity	$	2,157,425		$	2,124,865

See accompanying notes to unaudited condensed consolidated financial statements.

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NAVIGATOR HOLDINGS LTD.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three months ended June 30,						Six months ended June 30,
	2021			2022			2021			2022

	(in thousands except share and per share data)
Revenues
Operating revenue	$	80,153		$	105,875		$	160,661		$	206,271
Operating revenues—Unigas Pool		—			11,389			—			24,893
Operating revenue- Luna Pool collaborative arrangement		5,546			6,653			10,786			12,530

Total operating revenues		85,699			123,917			171,447			243,694

Expenses
Brokerage commissions		974			1,569			2,167			2,976
Voyage expenses		17,689			20,804			33,305			41,600
Voyage expenses – Luna Pool collaborative arrangement		5,663			6,950			9,795			11,540
Vessel operating expenses		28,826			38,628			55,818			76,679
Depreciation and amortization		19,473			31,477			38,746			62,819
General and administrative costs		5,796			7,827			12,076			14,170
Profit from sale of vessel		—			—			—			(358	)
Other income		(88	)		(109	)		(160	)		(198	)

Total operating expenses		78,333			107,146			151,747			209,228

Operating income		7,366			16,771			19,700			34,466
Other income / (expense)
Foreign currency exchange gain on senior secured bonds		330			8,218			338			7,441
Unrealized (loss) / gain on non-designated derivative instruments		(269	)		(5,346	)		278			9,896
Interest expense		(8,647	)		(11,471	)		(17,608	)		(22,434	)
Interest income		63			112			94			199

(Loss) / income before income taxes and share of result of equity accounted joint ventures		(1,157	)		8,284			2,802			29,568
Income taxes		(190	)		(671	)		(335	)		(1,064	)
Share of result of equity method investments		2,001			6,757			1,396			13,260

Net income		654			14,370			3,863			41,764
Net income attributable to non-controlling interest		(394	)		(348	)		(783	)		(704	)

Net income attributable to stockholders of Navigator Holdings Ltd.	$	260		$	14,022		$	3,080		$	41,060

Earnings per share attributable to stockholders of Navigator Holdings Ltd.:
Basic:	$	0.01		$	0.18		$	0.06		$	0.53
Diluted:	$	0.01		$	0.18		$	0.05		$	0.53
Weighted average number of shares outstanding:
Basic:		55,971,121			77,265,022			55,935,859			77,229,234
Diluted:		56,306,557			77,582,824			56,273,533			77,550,892

See accompanying notes to unaudited condensed consolidated financial statements.

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NAVIGATOR HOLDINGS LTD.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three months ended June 30,						Six months ended June, 30
	2021			2022			2021		2022

	(in thousands)
Net income	$	654		$	14,370		$	3,863	$	41,764
Other Comprehensive income:
Foreign currency translation (loss) / gain		(48	)		(180	)		33		(235	)

Total Comprehensive income:	$	606		$	14,190		$	3,896	$	41,529
Total Comprehensive income / attributable to:
Stockholders of Navigator Holdings Ltd.:	$	212		$	13,842		$	3,113	$	40,825
Non-controlling interest		394			348			783		704

Total Comprehensive income:	$	606		$	14,190		$	3,896	$	41,529

See accompanying notes to unaudited condensed consolidated financial statements.

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NAVIGATOR HOLDINGS LTD.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

For the six months ended June 30,

2021:


				(In thousands, except share data)
	Common stock
	Number of shares			Amount 0.01 par value		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Non-Controlling Interest		Total
Balance as of January 01, 2021		55,893,618		$	559	$	593,254	$	(245	)	$	346,972	$	1,855	$	942,395
Restricted shares issued March 17, 2021		85,098			1		—		—			—		—		1
Restricted shares cancelled January 1, 2021		(7,595	)		—		—		—			—		—		—
Net income		—			—		—		—			3,080		783		3,863
Foreign currency translation		—			—		—		33			—		—		33
Share-based compensation plan		—			—		576		—			—		—		576

Balance as of June 30, 2021		55,971,121		$	560	$	593,830	$	(212	)	$	350,052	$	2,638	$	946,868

For the three months June 30,

2021:


			(In thousands, except share data)
	Common stock
	Number of shares		Amount 0.01 par value		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Non-Controlling Interest		Total
Balance as of April 1, 2021		55,971,121	$	560	$	593,552	$	(164	)	$	349,792	$	2,244	$	945,984
Net income		—		—		—		—			260		394		654
Foreign currency translation		—		—		—		(48	)		—		—		(48	)
Share-based compensation plan		—		—		278		—			—		—		278

Balance as of June 30, 2021		55,971,121	$	560	$	593,830	$	(212	)	$	350,052	$	2,638	$	946,868

For the six months ended June 30,

2022:


				(In thousands, except share data)
	Common stock
	Number of shares			Amount 0.01 par value		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Non-Controlling Interest		Total
Balance as of January 1, 2022		77,180,429		$	772	$	797,324	$	(253	)	$	316,008	$	3,603	$	1,117,454
Restricted shares issued March 17, 2022		75,716			1		—		—			—		—		1
Restricted shares issued April 4, 2022		10,000			—		—		—			—		—		—
Restricted shares cancelled May 26, 2022		(2,006	)		—		—		—			—		—		—
Net income		—			—		—		—			41,060		704		41,764
Foreign currency translation		—			—		—		(235	)		—		—		(235	)
Share-based compensation plan		—			—		476		—			—		—		476

Balance as of June 30, 2022		77,264,139		$	773	$	797,800	$	(488	)	$	357,068	$	4,307	$	1,159,460

For the three months ended June 30,

2022:


				(In thousands, except share data)
	Common stock
	Number of shares			Amount 0.01 par value		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Non-Controlling Interest		Total
Balance as of April 1, 2022		77,256,145		$	773	$	797,460	$	(308	)	$	343,046	$	3,959	$	1,144,930
Restricted shares issued April 4, 2022		10,000			—		—		—			—		—		—
Restricted shares cancelled May 26, 2022		(2,006	)		—		—		—			—		—		—
Net income		—			—		—		—			14,022		348		14,370
Foreign currency translation		—			—		—		(180	)		—		—		(180	)
Share-based compensation plan		—			—		340		—			—		—		340

Balance as of June 30, 2022		77,264,139		$	773	$	797,800	$	(488	)	$	357,068	$	4,307	$	1,159,460

See accompanying notes to unaudited condensed consolidated financial statements.

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NAVIGATOR HOLDINGS LTD.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months ended June 30, 2021			Six Months ended June 30, 2022

	(in thousands)
Cash flows from operating activities
Net income	$	3,863		$	41,764
Adjustments to reconcile net income to net cash provided by operating activities
Unrealized gain on non-designated derivative instruments		(278	)		(9,896	)
Depreciation and amortization		38,746			62,819
Payment of drydocking costs		(10,061	)		(7,792	)
Amortization of share-based compensation		576			476
Amortization of deferred financing costs		1,644			1,964
Share of result of equity method investments		(1,396	)		(13,260	)
Impairment of vessel		5,400			—
Profit from sale of vessel		—			(358	)
Unrealized foreign exchange gain on senior secured bonds		(338	)		(7,441	)
Other unrealized foreign exchange gain		15			32
Changes in operating assets and liabilities					—
Accounts receivable		(7,617	)		7,306
Insurance claim receivable		(6,015	)		(1,927	)
Bunkers and lubricant oils		(2,768	)		(1,821	)
Accrued income and prepaid expenses and other current assets		22,588			(7,894	)
Accounts payable, accrued interest, accrued expenses and other liabilities		3,546			(4,492	)
Amounts due to related parties		5,907			(775	)

Net cash provided by operating activities		53,812			58,705

Cash flows from investing activities
Additions to vessels and equipment		(323	)		(1,082	)
Contributions to equity method investments		(4,000	)		—
Distributions from equity method investments		6,850			14,150
Purchase of other property, plant and equipment		(193	)		(36	)
Net proceeds from sale of vessels		—			26,449
Insurance recoveries		411			871

Net cash provided by investing activities		2,745			40,352

Cash flows from financing activities
Proceeds from secured term loan facilities and revolving credit facilities		18,000			—
Issuance costs of secured term loan facilities		(26	)		—
Repayment of financing of vessel to related parties		(3,342	)		(3,287	)
Repayment of secured term loan facilities and revolving credit facilities		(34,104	)		(68,777	)

Net cash used in financing activities		(19,472	)		(72,064	)

Net increase in cash, cash equivalents and restricted cash		37,085			26,993
Cash, cash equivalents and restricted cash at beginning of period		59,271			124,223

Cash, cash equivalents and restricted cash at end of period	$	96,356		$	151,216

Supplemental Information
Total interest paid during the period, net of amounts capitalized	$	15,826		$	16,586

Total tax paid during the period	$	192		$	830

See accompanying notes to unaudited condensed consolidated financial statements.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1.	General Information and Basis of Presentation

General Information

Navigator Holdings Ltd. (the “Company”), the ultimate parent company of the Navigator Group of companies, is registered in the Republic of the Marshall Islands. The Company has a core business of owning and operating a fleet of liquefied gas carriers. As of June 30, 2022, the Company owned and operated 53 gas carriers (the “Vessels”) each having a cargo capacity of between 3,770 cbm and 38,000 cbm, of which 21 were ethylene and ethane capable vessels. The Company also owns a 50% share, through a joint venture (the “Export Terminal Joint Venture”), of an ethylene export marine terminal at Morgan’s Point, Texas on the Houston Ship Channel (the “Ethylene Export Terminal”), capable of exporting in excess of one million tons of ethylene per year. Unless the context otherwise requires, all references in the consolidated financial statements to “our”,” we” and “us” refer to the Company.

In August 2021, the company acquired the fleet and businesses of two entities, Othello Shipping Company S.A. (“Othello Shipping”) and Ultragas ApS (“Ultragas”) from Naviera Ultranav Limitada (“Ultranav” and such acquisition, the “Ultragas Transaction”). The Company owns 100% of Othello Shipping and Ultragas which together own and operate 16 liquefied petroleum gas (“LPG”) carriers ranging in size from 3,770 to 22,000 cbm as of June 30, 2022, all of which are semi-refrigerated vessels and eight of them are capable of carrying ethylene.

We had four time charterparties with a Russian counterparty that were entered into in 2012 and 2017, two of which expired in July 2022, and two that are due to expire in December 2023. These charterparties cannot be terminated prior to maturity without the consent of both parties, unless the counterparty was to become a sanctioned entity or our dealings with that counterparty were to be otherwise prohibited by sanctions, which would render the charters void. ‘The counterparty remains unsanctioned.

At the beginning of the Russian invasion of Ukraine, we had employed an aggregate of approximately 120 Russian and Ukrainian officers on board our vessels, many of whom were on the same vessels. Although we have only experienced solidarity among our officers onboard our vessels and we have not experienced any operational issues with such officers, we have reduced the number of Russian and Ukrainian officers to below 100 on our vessels. We continue to monitor this situation, as there may be governmental restrictions, logistical challenges or an inability to employ either or both nationalities in the near future.

Basis of Presentation

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and related Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, all adjustments consisting of normal recurring items, necessary for a fair statement of financial position, operating results and cash flows have been included in the unaudited interim condensed consolidated financial statements and related notes. The unaudited interim condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2021 included in our Annual Report on Form 20F filed with the SEC on April 28, 2022 (the “2021 Annual Report”). The results for the six months ended June 30, 2022, are not necessarily indicative of results for the year ending December 31, 2022, or any other future periods.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its subsidiaries and Variable Interest Entities (“VIE’s”) for which the Company is a primary beneficiary and are also consolidated (please read Note 16—Variable Interest Entities for additional information). All intercompany accounts and transactions have been eliminated in consolidation.

The results of operations are subject to seasonal and other fluctuations, and are therefore not necessarily indicative of results that may otherwise be expected for the entire year.

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Management has evaluated the Company’s ability to continue as a going concern and considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after these financial statements are issued. As part of the assessment, management has considered the following;

•

the current financial condition and liquidity sources, including current funds available and forecasted future cash flows;

•

any likely effects of global epidemics or other health crises, such as the recent

COVID-19

pandemic; and

•

the effects of the conflict in Ukraine on the Company’s business, including potential sanctions being imposed on the Company’s customers or on ports to which the Company’s vessels call.

As of June 30, 2022, the Company’s total current liabilities exceeded its total current assets by $27.7 million. This net current liability position is primarily due to the movement from

non-current

liabilities to current liabilities of the January 2015 secured term loan facility, which matures between August 2022 and April 2023, and the June 2017 secured term loan and revolving credit facility which will mature in June 2023. Management expects to refinance these two facilities and is currently negotiating such refinancing with a number of banking institutions. Although the Company has a long track record of successfully refinancing our existing debt facilities and sourcing new financing, there can be no assurance that the Company will be able to refinance in a timely manner, on favorable terms or at all.

Management has determined that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

A discussion of the Company’s significant accounting policies can be found in the Company’s consolidated financial statements included in the 2021 Annual Report. There have been no material changes to these policies in the six months ended June 30, 2022.

Recent Accounting Pronouncements

In January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2021-01,

Reference Rate Reform (Topic 848)—Reference Rate Reform on Financial Reporting. The amendments in this Update are elective and apply to all entities that have derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The amendments also optionally apply to all entities that designate receive-variable-rate,

pay-variable

rate cross currency interest rate swaps as hedging instruments in investment hedges that are modified as a result of reference rate reform. This optional guidance may be applied upon issuance from any date beginning January 7, 2021, through December 31, 2022. We do not currently have any contracts that have been changed to a new reference rate, but we will continue to evaluate our contracts and the effects of this standard on our consolidated financial position, results of operations, and cash flows prior to adoption.

2.	Business Combinations

In August 2021, the Company completed the Ultragas Transaction by acquiring two entities, Othello Shipping, with its 18 wholly vessel owning subsidiaries, and Ultragas ApS (the vessels’ operator). Ultragas has a wholly owned subsidiary Ultraship ApS (an

in-house

technical manager); a 33.33% share in the equity of Unigas Intl B.V. (a pool in which 11 of the 18 vessels acquired operated at the time of the acquisition); a 25% share in the equity of Ultraship Crewing Philippines Inc. (“UCPI”, “UltraShip Crewing”), a marine services provider; and a 40% share in the equity of Ultraship Services Philippines Inc. (“USPI”), an IT, accounting and administrative support provider.

The total consideration was $410.4 million, comprising $202.9 million in equity consideration to Ultranav (21.2 million shares of the Company’s common stock at $9.57 per share (closing price on August 4, 2021)) and debt and other liabilities assumed of $207.5 million. The purchase price was allocated to the assets acquired and liabilities assumed as of the acquisition date. Please see our 2021 Annual Report – Note 3 – Business Combinations.

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3.	Operating revenues

The following table compares our operating revenues by the source of revenue stream for the three and six months ended June 30, 2021 and 2022:


	Three months ended June 30, (in thousands)				Six months ended June 30, (in thousands)
	2021		2022		2021		2022
Operating revenues:
Time charters	$	41,903	$	57,014	$	84,582	$	112,522
Time charters from Luna Pool collaborative arrangement		930		—		1,279		—
Voyage charters		38,250		48,861		76,079		93,749
Voyage charters from Luna Pool collaborative arrangement		4,616		6,653		9,507		12,530
Operating revenues from Unigas Pool		—		11,389		—		24,893

Total operating revenues	$	85,699	$	123,917	$	171,447	$	243,694

Time charter revenues:

As of June 30, 2022, 28 of the Company’s 44 operated vessels were subject to time charters, 20 of which will expire within one year, two of which will expire within three years, five of which will expire between three to five years, and one of which will expire after more than five years from the balance sheet date. (December 31, 2021: 26 of the Company’s 45 operated vessels, were subject to time charters, 19 of which will expire within one year, two of which will expire within three years, and five of which will expire after more than five years from the balance sheet date). The estimated undiscounted cash flows for committed time charter revenues expected to be received on an annual basis for ongoing time charters, as of each June 30, is as follows:


	(in thousands)
Within 1 year:	$	167,499
2 years:	$	77,545
3 years:	$	68,863
4 years:	$	53,380
5 years:	$	15,972
More than 5 years:	$	5,347

For time charter revenues accounted for under Topic 842, the amount of accrued income on the Company’s unaudited condensed consolidated balance sheets as of June 30, 2022, was $2.7 million (December 31, 2021: $4.5 million). The amount of hire payments received in advance under time charter contracts, recognized as a liability and reflected within deferred income on the Company’s unaudited condensed consolidated balance sheets as of June 30, 2022, was $15.1 million (December 31, 2021: $17.0 million). Deferred income allocated to time charters will be recognized ratably over time, which is expected to be within one month from June 30, 2022.

Voyage Charter revenues

Voyage charter revenues, which include revenues from contracts of affreightment, are shown net of address commissions.

As of June 30, 2022, for voyage charters and contracts of affreightment, services accounted for under Topic 606, the amount of contract assets reflected within accrued income on the Company’s unaudited condensed consolidated balance sheets was $4.5 million (December 31, 2021: $1.3 million). Changes in the contract asset balance at the balance sheet dates reflect income accrued after loading of the cargo commences but before an invoice has been raised to the charterer, as well as changes in the number of the Company’s vessels contracted under voyage charters or contracts of affreightment. The amount of contract liabilities reflected within deferred income on the Company’s unaudited condensed consolidated balance sheets was nil as of June 30, 2022 (December 31, 2021: $1.5 million).

The period opening and closing balance of receivables from voyage charters, including contracts of affreightment, was $11.1 million and $8.1 million, respectively, as of June 30, 2022 (December 31, 2021: $3.3 million and $11.1 million, respectively) and is reflected within net accounts receivable on the Company’s unaudited condensed consolidated balance sheets.

The amount allocated to costs incurred to fulfill a contract with a charterer, which are costs incurred following the commencement of a contract or charter party but before the loading of the cargo commences, was $1.8 million as of June 30, 2022 (December 31, 2021: $0.6 million) and is reflected within prepaid expenses and other current assets on the Company’s una

dited condensed consolidated balance sheets.

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Voyage and Time charter revenues from Luna Pool collaborative arrangements:

Revenues from the Luna Pool collaborative arrangements as of June 30, 2022 and 2021, which are accounted for under ASC 808 – Collaborative Arrangements, represent our share of pool net revenues generated by the other Pool Participant’s vessels in the Luna Pool. These include revenues from voyage charters and contracts of affreightment, which are accounted for under Topic 606 in addition to time charter revenues, which are accounted for under Topic 842.

4.	Vessels, net


	Vessel (in thousands)		Drydocking (in thousands)			Total (in thousands)
Cost
January 01, 2022	$	2,305,857	$	55,578		$	2,361,435
Additions		1,082		7,657			8,739
Write-offs of fully amortized assets		—		(4,007	)		(4,007	)

June 30, 2022	$	2,306,939	$	59,228		$	2,366,167

Accumulated Depreciation
January 01, 2022	$	580,357	$	17,826		$	598,183
Charge for the period		54,301		8,334			62,635
Write-offs of fully amortized assets		—		(4,007	)		(4,007	)

June 30, 2022	$	634,658	$	22,153		$	656,811

Net Book Value
December 31, 2021	$	1,725,500	$	37,752		$	1,763,252

June 30, 2022	$	1,672,281	$	37,075		$	1,709,356

The cost and net book value of the 28 vessels that were contracted under time charter arrangements (please read Note 3—Operating Revenues for additional information) was $1,535 million and $1,070 million, respectively, as of June 30, 2022 (December 31, 2021: $

1,417.1

million and $

1,046.4

million, respectively, for 26 vessels contracted under time charters).

The net book value of vessels that serve as collateral for the Company’s secured bond and secured term loan and revolving credit facilities (please read Note 6—Secured Term Loan Facilities and Revolving Credit Facilities; and Note 7—Senior Secured Bond for additional information) was $

1,512.5

million as of June 30, 2022 (December 31, 2021: $

1,576.8

million).

The cost and net book value of vessels that are included in the table above and are subject to financing arrangements (please read Note 16—Variable Interest Entities for additional information) was $83.6 million and $67.9 million, respectively, as of June 30, 2022. (December 31, 2021: $83.6 million and $69.6 million, respectively).

On January 14, 2022, the Company sold one of its vessels,

Navigator Neptune

, a 2000 built 22,085 cbm ethylene carrier to a third party for $21.0 million gross, before broker commission.

On March 7, 2022, the Company sold one of the vessels acquired in the Ultragas Transaction, the

Happy Bird

, a 1999 built 8,600 cbm LPG carrier to a third party for $

6.1

million gross, before broker commission.

With effect from January 1, 2022, Management changed the estimated useful lives of the vessels, in order to reflect the impact of climate change and sustainability on utilization rates, from

years to

years.

5.	Equity Method Investments

Interests in investments which are accounted for using the equity method and are recognized initially at cost and subsequently include the Company’s share of the profit or loss and other comprehensive income of equity-accounted investees

As of December 31, 2021 and June 30, 2022, we had the following participation in investments that are accounted for using the equity method:

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	December 31,			June 30,
	2021			2022
Enterprise Navigator Ethylene Terminal L.L.C. (“Export Terminal Joint Venture”)		50	%		50	%
Luna Pool Agency Limited. (“Pool Agency”)		50	%		50	%
Unigas International B.V. (“Unigas”)		33.33	%		33.33	%
Dan Unity CO2 A/S		50	%		50	%

Export Terminal Joint Venture

In January 2018, the Company entered into definitive agreements creating the Export Terminal Joint Venture. The

NVGS

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