Navios Maritime Containers Inc. ("Navios Containers " or "the
Company") (N-OTC:NMCI), a growth vehicle dedicated to the container
sector of the maritime industry, today reported financial results
for the first quarter ended March 31, 2018.
HIGHLIGHTS -- RECENT DEVELOPMENTS
Vessel Acquisitions
In April 2018, Navios Containers agreed to
acquire from Navios Maritime Partners L.P. (“Navios Partners”) the
YM Utmost and YM Unity, two 2006-built containerships each of 8,204
TEU for an aggregate purchase price of $67.0 million. These vessels
are time chartered out at a net daily charter rate of $34,266 per
vessel until August 2018 and October 2018, respectively. The
acquisition of the YM Utmost and YM Unity was unanimously approved
by a Special Committee of the independent members of the Board of
Directors of Navios Containers. The acquisition of the vessels will
be financed with a $36.0 million term loan facility and the balance
with available cash. The term loan facility has an amortization
profile of 7 years, matures in June 2022 and bears interest at
LIBOR plus 325 bps per annum.
In March 2018, the Company agreed to acquire one
2010-built 10,000 TEU containership from an unrelated third party
for a purchase price of $50.25 million. This vessel is employed on
time charter with a net daily charter rate of $26,663 until March
2019. The acquisition of the vessel will be financed with a $25.0
million term loan facility and the balance with available cash. The
facility has an amortization profile of 9 years, matures in June
2023 and bears interest at LIBOR plus 300 bps per annum.
The Company expects to take delivery of all
three vessels within the second quarter of 2018.
As previously announced, in March 2018 the
Company took delivery of a 2010-built 4,250 TEU containership for a
purchase price of $11.78 million. Navios Containers financed the
acquisition of the vessel with cash on its balance sheet and $6.0
million of bank debt under one of its existing term loan
facilities. The vessel has been chartered out at a daily net rate
of $10,468 until May 2019.
New Sale and Leaseback Agreement -
Refinancing Existing Credit Facilities – Extending Maturities to
2023
In March 2018 the Company executed a term sheet
for an up to $119.0 million sale and leaseback agreement with a
leading Chinese institution in order to refinance its credit
facilities maturing in the fourth quarter of 2019, which had an
outstanding balance of $92.4 million as of March 31, 2018. The term
sheet provides for 60 monthly payments of $1.4 million each.
In the definitive agreements, Navios Containers will have an
obligation to purchase the vessels at the end of fifth year for
$59.5 million. The refinancing (if completed) is expected to
release approximately $26.6 million of cash, before fees and
expenses, and reduce the debt service cost for the remainder of
2018 by approximately $22.7 million, providing the Company with an
aggregate $49.3 million of incremental cash during 2018. The
transaction is expected to close within the second quarter of 2018.
No assurances can be provided that the Company will successfully
refinance these credit facilities or that the terms will be as
described in this press release.
Fleet Development
Assuming the closing of these vessel
acquisitions, Navios Containers will own a fleet of 25 vessels
totaling 119,538 TEU. The current average age of the fleet is 10.1
years (See Exhibit II). As of May 4, 2018 and assuming closing of
these vessel acquisitions, Navios Containers has chartered-out
69.3% and 20.4% of available days for the remaining nine months of
2018 and for 2019, respectively, which are expected to generate
$87.3 million and $45.8 million in revenue, respectively. The
average expected daily charter-out rate for the fleet is $18,780
and $24,644 for the remaining nine months of 2018 and for 2019,
respectively and the total expected available days for the
remaining nine months of 2018 and for 2019, are 6,707 days and
9,125 days, respectively.
Private Placement
On March 13, 2018, Navios Containers closed a
private placement of 5,454,546 shares at a subscription price of
$5.50 per share, resulting in gross proceeds of $30.0 million.
Navios Partners and Navios Maritime Holdings Inc. (“Navios
Holdings”) invested $15.0 million at the subscription price and
received 2,720,004 shares. Navios Partners and Navios Holdings also
received warrants for 370,909 shares and 92,727 shares,
respectively, with a five-year term.
As of March 31, 2018, Navios Partners and Navios
Holdings hold 13,538,186 common shares representing 39.1% of the
equity of Navios Containers. Both Navios Partners and Navios
Holdings hold warrants for 2,353,011 shares and 588,253 shares with
a five-year term, representing 6.8% and 1.7% of the total equity of
Navios Containers, respectively.
Earnings Highlights
EBITDA is a non-U.S. GAAP financial measure and
should not be used in isolation or as substitute for Navios
Containers’ results calculated in accordance with U.S. GAAP.
See Exhibit I under the heading, “Disclosure of Non-GAAP Financial
Measures,” for a discussion of EBITDA of Navios Containers and a
reconciliation of this measure to the most comparable measures
calculated under U.S. GAAP.
First Quarter 2018 Results (in thousands of U.S.
dollars, except per share data and unless otherwise
stated):
The first quarter 2018 information presented below was derived
from the unaudited condensed consolidated financial statements for
the respective period.
|
|
|
|
Three Month PeriodEnded March
31,2018 |
|
|
|
(unaudited) |
Revenue |
|
|
$ |
29,917 |
Net Income |
|
|
$ |
3,041 |
Net cash provided by
operating activities |
|
|
$ |
7,381 |
EBITDA |
|
|
$ |
15,706 |
Basic Earnings per
Share |
|
|
$ |
0.10 |
|
|
|
|
|
Fleet Summary Data:
The following table reflects certain key indicators indicative
of the performance of the Navios Containers' operations and its
fleet performance for the three month period ended March 31, 2018
and December 31, 2017 respectively.
|
|
|
Three Month PeriodEnded March 31,
2018 |
|
Three MonthPeriod EndedDecember
31,2017 |
|
|
|
|
|
Available Days (1) |
|
1,907 |
|
|
1,434 |
|
Operating Days (2) |
|
1,877 |
|
|
1,352 |
|
Fleet Utilization
(3) |
|
98.4 |
% |
|
94.3 |
% |
Vessels operating at
period end |
|
22 |
|
|
21 |
|
TCE (4) |
$ |
15,259 |
|
$ |
14,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Available
days for the fleet are total calendar days the vessels were in
Navios Containers' possession for the relevant period after
subtracting off-hire days associated with major repairs, drydocking
or special surveys. The shipping industry uses available days to
measure the number of days in a relevant period during which
vessels should be capable of generating revenues. |
|
(2 |
) |
Operating
days are the number of available days in the relevant period less
the aggregate number of days that the vessels are off-hire due to
any reason, including unforeseen circumstances. The shipping
industry uses operating days to measure the aggregate number of
days in a relevant period during which vessels actually generate
revenues. |
|
(3 |
) |
Fleet
utilization is the percentage of time that Navios Containers'
vessels were available for generating revenue, and is determined by
dividing the number of operating days during a relevant period by
the number of available days during that period. The shipping
industry uses fleet utilization to measure a company's efficiency
in finding suitable employment for its vessels. |
|
(4 |
) |
TCE is
defined as voyage and time charter revenues less voyage expenses
during a relevant period divided by the number of available days
during the period. |
|
About Navios Maritime Containers Inc.
Navios Maritime Containers Inc. (N-OTC:NMCI) is a growth vehicle
dedicated to the container sector of the maritime industry. For
more information, please visit its website at
www.navios-containers.com.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. (NYSE:NM) is a global, vertically
integrated seaborne shipping and logistics company focused on the
transport and transshipment of dry bulk commodities including iron
ore, coal and grain. For more information about Navios Holdings
please visit its website: www.navios.com.
About Navios Maritime Partners L.P.
Navios Maritime Partners L.P. (NYSE:NMM) is a publicly traded
master limited partnership which owns and operates container and
dry bulk vessels. For more information, please visit its website at
www.navios-mlp.com.
Forward Looking Statements - Safe Harbor
This press release contains forward-looking
statements concerning future events, including future contracted
revenues and rates, EBITDA, future available days, future financial
performance of the fleet, timing of vessel deliveries, vessel
acquisitions, financing activities, and Navios Containers' growth
strategy and measures to implement such strategy, including future
vessel acquisitions and the ability to secure or refinance related
financing, the further growth of our containership fleet, and
entering into further time charters. Words such as “may,”
“expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,”
“estimates,” and variations of such words and similar expressions
are intended to identify forward-looking statements. These
forward-looking statements are based on the information available
to, and the expectations and assumptions deemed reasonable by
Navios Containers at the time these statements were made. Although
Navios Containers believes that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct. These
statements involve known and unknown risks and are based upon a
number of assumptions and estimates which are inherently subject to
significant uncertainties and contingencies, many of which are
beyond the control of Navios Containers. Actual results may differ
materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ
materially include, but are not limited to, risks relating to the
future vessel acquisitions, the quality of the fleet and the market
for the fleet vessels, the uncertainty relating to global trade,
including prices of seaborne commodities and continuing issues
related to seaborne volume and ton miles, our continued ability to
enter into long-term time charters, our ability to maximize the use
of our vessels, expected demand in the container shipping sector in
general, fluctuations in charter rates for container carrier
vessels, the aging of our fleet and resultant increases in
operations costs, the loss of any customer or charter or vessel,
the financial condition of our customers, changes in the
availability and costs of funding due to conditions in the bank
market, capital markets and other factors, increases in costs and
expenses, including but not limited to: crew wages, insurance,
provisions, port expenses, lube oil, bunkers, repairs, maintenance,
and general and administrative expenses, the expected cost of, and
our ability to comply with, governmental regulations and maritime
self-regulatory organization standards, as well as standard
regulations imposed by our charterers applicable to our business,
general domestic and international political conditions,
competitive factors in the market in which Navios Containers
operates, and risks associated with global operations. Navios
Containers expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in Navios
Containers' expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is
based. Navios Containers makes no prediction or statement about the
performance of its common stock.
Contact:
Navios Maritime Containers
Inc.+1.212.906.8648investors@navios-containers.com
EXHIBIT I
NAVIOS MARITIME CONTAINERS
INC.CONDENSED CONSOLIDATED STATEMENTS OF
INCOME(Expressed in thousands of U.S. dollars -
except for share and per share data)
|
|
|
|
|
|
|
|
|
|
Three Month Period EndedMarch 31,
2018 (unaudited) |
|
Revenue |
|
|
|
|
29,917 |
|
|
Time charter and voyage
expenses |
|
|
|
|
(811 |
) |
|
Direct vessel
expenses |
|
|
|
|
(228 |
) |
|
Management fees
(entirely through related parties transactions) |
|
|
|
|
(11,639 |
) |
|
General and
administrative expenses |
|
|
|
|
(1,690 |
) |
|
Depreciation and
amortization |
|
|
|
|
(10,566 |
) |
|
Interest expense and
finance cost, net |
|
|
|
|
(1,871 |
) |
|
Other expense, net |
|
|
|
|
(71 |
) |
|
Net income |
|
|
|
$ |
3,041 |
|
|
|
|
|
|
|
|
|
Net earnings per share,
basic and diluted |
|
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
Weighted
average number of shares, basic and diluted |
|
|
|
|
30,239,463 |
|
|
|
|
|
|
|
|
|
|
NAVIOS MARITIME CONTAINERS
INC.CONDENSED CONSOLIDATED BALANCE
SHEET(Expressed in thousands of U.S. dollars – except for
share data)
|
|
|
|
March 31, |
|
December 31,2017(unaudited) |
2018 |
(unaudited) |
ASSETS |
|
|
|
|
|
Current assets |
|
|
|
|
|
Cash and
cash equivalents |
|
$ |
32,914 |
$ |
14,221 |
Restricted cash |
|
|
377 |
|
280 |
Accounts
receivable, net |
|
|
199 |
|
642 |
Balance
due from related companies, current |
|
|
12,648 |
|
5,643 |
Inventories |
|
|
854 |
|
536 |
Prepaid
and other current assets |
|
|
1,554 |
|
49 |
Total current
assets |
|
|
48,546 |
|
21,371 |
|
|
|
|
|
|
Vessels,
net |
|
|
189,663 |
|
177,597 |
Intangible assets |
|
|
48,651 |
|
58,496 |
Deferred
dry dock and special survey costs, net |
|
|
3,355 |
|
3,582 |
Balance
due from related companies, non-current |
|
|
6,314 |
|
5,765 |
Total non-current assets |
|
|
247,983 |
|
245,440 |
|
|
|
|
|
|
Total assets |
|
$ |
296,529 |
$ |
266,811 |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Accounts
payable |
|
$ |
1,416 |
$ |
582 |
Accrued
expenses |
|
|
4,617 |
|
3,934 |
Deferred
income and cash received in advance |
|
|
3,235 |
|
2,544 |
Current
portion of long-term debt, net |
|
|
40,747 |
|
42,499 |
Total current liabilities |
|
|
50,015 |
|
49,559 |
|
|
|
|
|
|
Long-term
debt, net of current portion |
|
|
73,700 |
|
76,534 |
Total non-current liabilities |
|
|
73,700 |
|
76,534 |
|
|
|
|
|
|
Total liabilities |
|
$ |
123,715 |
$ |
126,093 |
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
Stockholders’ equity |
|
|
|
|
|
Common stock — $0.0001 par value,75,000,000 authorized registered
ordinaryshares, 34,603,100 and 29,148,554 issuedand outstanding as
of March 31, 2018 andDecember 31, 2017. |
|
|
3 |
|
3 |
Additional paid-in capital |
|
|
167,132 |
|
138,077 |
Retained
earnings |
|
|
5,679 |
|
2,638 |
Total stockholders’ equity |
|
|
172,814 |
|
140,718 |
Total liabilities and stockholders’ equity |
|
$ |
296,529 |
$ |
266,811 |
|
NAVIOS MARITIME CONTAINERS
INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS(Expressed in thousands of U.S. dollars – except for
share data)
|
|
|
|
|
|
|
|
Three Month Period EndedMarch 31,
2018 (unaudited) |
|
OPERATING
ACTIVITIES: |
|
|
|
|
|
Net income |
|
|
$ |
3,041 |
|
|
Adjustments to
reconcile net income to net cash used inoperating
activities: |
|
|
|
|
|
Depreciation and
amortization |
|
|
|
10,566 |
|
|
Amortization of
deferred financing costs |
|
|
|
271 |
|
|
Amortization of
deferred drydock and special survey costs |
|
|
|
228 |
|
|
Changes in
operating assets and liabilities: |
|
|
|
|
|
Decrease in accounts
receivable |
|
|
|
443 |
|
|
Increase in balance due
from related companies, current |
|
|
|
(7,005 |
) |
|
Increase in
inventories |
|
|
|
(318 |
) |
|
Increase in prepaid and
other current assets |
|
|
|
(1,505 |
) |
|
Increase in balance due
from related companies, non-current |
|
|
|
(549 |
) |
|
Increase in accounts
payable |
|
|
|
834 |
|
|
Increase in accrued
expenses |
|
|
|
684 |
|
|
Increase in deferred
income and cash received in advance |
|
|
|
691 |
|
|
Net cash used
in operating activities |
|
|
$ |
7,381 |
|
|
|
|
|
|
|
|
INVESTING
ACTIVITIES: |
|
|
|
|
|
Acquisition of
vessels |
|
|
|
(12,788 |
) |
|
Net cash used
in investing activities |
|
|
$ |
(12,788 |
) |
|
|
|
|
|
|
|
FINANCING
ACTIVITIES: |
|
|
|
|
|
Repayment of long term
debt |
|
|
|
(10,858 |
) |
|
Proceeds from long-term
debt |
|
|
|
6,000 |
|
|
Proceeds from issuance
of common shares, net of offering costs |
|
|
|
29,055 |
|
|
Net cash
provided by financing activities |
|
|
|
24,197 |
|
|
|
|
|
|
|
|
Increase in
cash and cash equivalents and restricted cash |
|
|
|
18,790 |
|
|
Cash and cash
equivalents and restricted cash, beginning of period |
|
|
|
14,501 |
|
|
Cash and cash
equivalents and restricted cash, end of period |
|
|
$ |
33,291 |
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
Cash paid for interest,
net |
|
|
$ |
1,486 |
|
|
|
|
|
|
|
|
NAVIOS MARITIME CONTAINERS
INC.CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN EQUITY(Expressed in thousands of U.S. dollars — except
for share data)
For the period from December 31, 2017 to March 31,
2018
|
|
|
|
Number
ofCommon Shares |
|
|
CommonStock |
|
|
|
|
|
|
AdditionalPaid-inCapital |
|
RetainedEarnings |
|
TotalStockholders’ Equity |
|
Balance
December 31,
2017 |
|
|
|
29,148,554 |
|
|
$ |
3 |
|
|
|
|
|
|
138,077 |
|
$ |
2,638 |
|
$ |
140,718 |
|
Issuance of common
stock, netof offering costs |
|
|
|
5,454,546 |
|
|
|
- |
|
|
|
|
|
|
29,055 |
|
|
- |
|
|
29,055 |
|
Net income |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
3,041 |
|
|
3,041 |
|
Balance March 31, 2018 (unaudited) |
|
|
|
34,603,100 |
|
|
$ |
3 |
|
|
|
|
|
|
|
|
$ |
5,679 |
|
$ |
172,814 |
|
|
|
$ |
167,132 |
Disclosure of Non-GAAP Financial Measures
EBITDA is a “non-U.S. GAAP financial measure” and should not be
used in isolation or considered a substitute for net income, cash
flow from operating activities and other operations or cash flow
statement data prepared in accordance with generally accepted
accounting principles in the United States.
EBITDA represents net income before interest and finance costs,
before depreciation and amortization. We use EBITDA as liquidity
measure and reconcile EBITDA to net cash provided by/(used in)
operating activities, the most comparable U.S. GAAP liquidity
measure. EBITDA is calculated as follows: net cash provided by
operating activities adding back, when applicable and as the case
may be, the effect of (i) net increase/(decrease) in operating
assets, (ii) net (increase)/decrease in operating liabilities,
(iii) net interest cost, (iv) deferred finance charges and (v)
payments for drydock and special survey costs. Navios Containers
believes that EBITDA is a basis upon which liquidity can be
assessed and represents useful information to investors regarding
Navios Containers’ ability to service and/or incur indebtedness,
pay capital expenditures, meet working capital requirements and pay
dividends. Navios Containers also believes that EBITDA is used (i)
by prospective and current lessors as well as potential lenders to
evaluate potential transactions; (ii) to evaluate and price
potential acquisition candidates; and (iii) by securities analysts,
investors and other interested parties in the evaluation of
companies in our industry.
EBITDA is presented to provide additional information with
respect to the ability of Navios Containers to satisfy its
respective obligations, including debt service, capital
expenditures, working capital requirements and pay dividends. While
EBITDA is frequently used as a measure of operating results and the
ability to meet debt service requirements, the definition of EBITDA
used here may not be comparable to those used by other companies
due to differences in methods of calculation.
EBITDA has limitations as an analytical tool, and therefore,
should not be considered in isolation or as a substitute for the
analysis of Navios Containers’ results as reported under U.S. GAAP.
Some of these limitations are: (i) EBITDA does not reflect changes
in, or cash requirements for, working capital needs; (ii) EBITDA
does not reflect the amounts necessary to service interest or
principal payments on our debt and other financing arrangements;
and (iii) although depreciation and amortization are non-cash
charges, the assets being depreciated and amortized may have to be
replaced in the future. EBITDA does not reflect any cash
requirements for such capital expenditures. Because of these
limitations, among others, EBITDA should not be considered as a
principal indicator of Navios Containers’ performance. Furthermore,
our calculation of EBITDA may not be comparable to that reported by
other companies due to differences in methods of calculation.
Navios Containers Reconciliation of EBITDA to Cash from
Operations
|
|
|
|
Three Month PeriodEnded March 31,
2018 |
|
|
|
|
(in thousands
of U.S. dollars) |
|
|
|
(unaudited) |
|
|
|
|
|
|
Net cash provided by
operating activities |
|
|
|
$ |
7,381 |
|
Net increase in
operating assets |
|
|
|
|
8,934 |
|
Net increase in
operating liabilities |
|
|
|
|
(2,209 |
) |
Deferred finance
charges |
|
|
|
|
(271 |
) |
Net interest cost |
|
|
|
|
1,871 |
|
EBITDA(1) |
|
|
|
$ |
15,706 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
|
Three Month PeriodEnded March
31,2018 |
|
|
|
(in
thousands of U.S. dollars) |
|
|
(unaudited) |
|
|
|
|
|
Net cash
provided by operating activities |
|
|
$ |
7,381 |
|
Net cash
used in investing activities |
|
|
$ |
(12,788 |
) |
Net cash
provided by financing activities |
|
|
$ |
24,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT II |
Owned
Vessels |
|
|
|
|
|
|
|
|
|
|
|
Vessel Name |
|
TEU |
|
Year Built |
|
Navios Summer |
|
3,450 |
|
2006 |
|
Navios Verano |
|
3,450 |
|
2006 |
|
Navios Spring |
|
3,450 |
|
2007 |
|
Navios Amaranth |
|
4,250 |
|
2007 |
|
Navios Indigo |
|
4,250 |
|
2007 |
|
Navios Vermilion |
|
4,250 |
|
2007 |
|
Navios Verde |
|
4,250 |
|
2007 |
|
Navios Amarillo |
|
4,250 |
|
2007 |
|
Navios Azure |
|
4,250 |
|
2007 |
|
Navios Domino (ex
MOL Dominance) |
|
4,250 |
|
2008 |
|
MOL Delight |
|
4,250 |
|
2008 |
|
MOL Dedication |
|
4,250 |
|
2008 |
|
MOL Devotion |
|
4,250 |
|
2009 |
|
MOL Destiny |
|
4,250 |
|
2009 |
|
Navios Lapis |
|
4,250 |
|
2009 |
|
Navios Tempo |
|
4,250 |
|
2009 |
|
Niledutch Okapi (ex
Navios Dorado) |
|
4,250 |
|
2010 |
|
Navios Felicitas |
|
4,360 |
|
2010 |
|
APL Oakland |
|
4,730 |
|
2008 |
|
APL Los Angeles |
|
4,730 |
|
2008 |
|
APL Denver |
|
4,730 |
|
2008 |
|
APL Atlanta |
|
4,730 |
|
2008 |
|
|
|
|
|
|
Owned Vessels
to be delivered |
|
|
|
|
|
|
|
|
|
Vessel Name |
|
TEU |
|
Year Built |
Navios Unison |
|
10,000 |
|
2010 |
YM Utmost |
|
8,204 |
|
2006 |
YM Unity |
|
8,204 |
|
2006 |
|
|
|
|
|
Navios Maritime (NYSE:NM)
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