PAGE |
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3 |
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18 |
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19 |
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Unaudited Condensed Consolidated Financial Statements |
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F- 1 |
||||
F- 2 |
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F- 3 |
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F- 4 |
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F- 5 |
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F- 6 |
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EXHIBITS |
||||
SIGNATURES |
Operating Vessel |
Year Built |
Vessel Size (cbm) |
Employment Status |
Charter Expiration Date |
||||||||||||
Ethylene/ethane capable semi-refrigerated |
||||||||||||||||
Navigator Orion (formerly known as Navigator Mars) |
2000 |
22,085 |
Spot market |
— |
||||||||||||
Navigator Neptune |
2000 |
22,085 |
Time charter |
October 2020 |
||||||||||||
Navigator Pluto |
2000 |
22,085 |
Time charter |
January 2020 |
||||||||||||
Navigator Saturn |
2000 |
22,085 |
Contract of affreightment |
April 2020 |
||||||||||||
Navigator Venus |
2000 |
22,085 |
Time charter |
November 2020 |
||||||||||||
Navigator Atlas |
2014 |
21,000 |
Spot market |
— |
||||||||||||
Navigator Europa |
2014 |
21,000 |
Spot market |
— |
||||||||||||
Navigator Oberon |
2014 |
21,000 |
Contract of affreightment |
April 2020 |
||||||||||||
Navigator Triton |
2015 |
21,000 |
Contract of affreightment |
April 2020 |
||||||||||||
Navigator Umbrio |
2015 |
21,000 |
Spot market |
— |
||||||||||||
Navigator Aurora |
2016 |
37,300 |
Time charter |
December 2026 |
||||||||||||
Navigator Eclipse |
2016 |
37,300 |
Spot market |
— |
||||||||||||
Navigator Nova |
2017 |
37,300 |
Time charter |
January 2020 |
||||||||||||
Navigator Prominence |
2017 |
37,300 |
Time charter |
October 2020 |
||||||||||||
Semi-refrigerated |
||||||||||||||||
Navigator Magellan |
1998 |
20,700 |
Spot market |
— |
||||||||||||
Navigator Aries |
2008 |
20,750 |
Time charter |
April 2020 |
||||||||||||
Navigator Capricorn |
2008 |
20,750 |
Time charter |
March 2020 |
||||||||||||
Navigator Gemini |
2009 |
20,750 |
Spot market |
— |
||||||||||||
Navigator Pegasus |
2009 |
22,200 |
Time charter |
November 2019 |
||||||||||||
Navigator Phoenix |
2009 |
22,200 |
Time charter |
January 2020 |
||||||||||||
Navigator Scorpio |
2009 |
20,750 |
Time charter |
December 2019 |
||||||||||||
Navigator Taurus |
2009 |
20,750 |
Time charter |
December 2019 |
||||||||||||
Navigator Virgo |
2009 |
20,750 |
Spot market |
— |
||||||||||||
Navigator Leo |
2011 |
20,600 |
Time charter |
December 2023 |
||||||||||||
Navigator Libra |
2012 |
20,600 |
Time charter |
December 2023 |
||||||||||||
Navigator Centauri |
2015 |
21,000 |
Time charter |
December 2019 |
||||||||||||
Navigator Ceres |
2015 |
21,000 |
Spot market |
— |
||||||||||||
Navigator Ceto |
2016 |
21,000 |
Spot market |
— |
||||||||||||
Navigator Copernico |
2016 |
21,000 |
Time charter |
December 2019 |
||||||||||||
Navigator Luga |
2017 |
22,000 |
Time charter |
February 2022 |
||||||||||||
Navigator Yauza |
2017 |
22,000 |
Time charter |
April 2022 |
||||||||||||
Fully-refrigerated |
||||||||||||||||
Navigator Glory |
2010 |
22,500 |
Time charter |
May 2021 |
||||||||||||
Navigator Grace |
2010 |
22,500 |
Time charter |
December 2019 |
||||||||||||
Navigator Galaxy |
2011 |
22,500 |
Time charter |
April 2020 |
||||||||||||
Navigator Genesis |
2011 |
22,500 |
Time charter |
June 2020 |
||||||||||||
Navigator Global |
2011 |
22,500 |
Time charter |
November 2020 |
||||||||||||
Navigator Gusto |
2011 |
22,500 |
Time charter |
November 2019 |
||||||||||||
Navigator Jorf |
2017 |
38,000 |
Time charter |
August 2027 |
Three Months Ended June 30, 2018 |
Three Months Ended June 30, 2019 |
Percentage Change |
||||||||||
(in thousands, except percentages) |
||||||||||||
Operating revenue |
$ | 73,163 |
$ | 73,586 |
0.6 |
% | ||||||
Operating expenses: |
||||||||||||
Brokerage commissions |
1,219 |
1,233 |
1.1 |
% | ||||||||
Voyage expenses |
13,930 |
16,437 |
18.0 |
% | ||||||||
Vessel operating expenses |
26,040 |
27,448 |
5.4 |
% | ||||||||
Depreciation and amortization |
19,029 |
18,913 |
(0.6 |
%) | ||||||||
General and administrative costs |
4,812 |
5,195 |
8.0 |
% | ||||||||
Total operating expenses |
$ | 65,030 |
$ | 69,226 |
6.5 |
% | ||||||
Operating income |
$ | 8,133 |
$ | 4,360 |
(46.4 |
%) | ||||||
Foreign currency exchange loss on senior secured bonds |
— |
(768 |
) | — |
||||||||
Unrealized gain on non-designated derivative instruments |
— |
861 |
— |
|||||||||
Interest expense |
(11,353 |
) | (12,209 |
) | 7.5 |
% | ||||||
Interest income |
207 |
205 |
(1.0 |
%) | ||||||||
Loss before taxes and share of result of equity accounted joint venture |
$ | (3,013 |
) | $ | (7,551 |
) | 150.6 |
% | ||||
Income taxes |
(146 |
) | (81 |
) | (44.5 |
%) | ||||||
Share of result of equity accounted joint venture |
— |
(101 |
) | — |
||||||||
Net loss |
$ | (3,159 |
) | $ | (7,733 |
) | 144.8 |
% | ||||
• | an increase in operating revenue of approximately $2.6 million attributable to an increase in average charter rates, which increased to an average of approximately $606,572 per vessel per calendar month ($19,940 per day) for the three months ended June 30, 2019 compared to an average of approximately $580,673 per vessel per calendar month ($19,089 per day) for the three months ended June 30, 2018; |
• | a decrease in operating revenue of approximately $3.4 million attributable to a decrease in fleet utilization from 90.3% during the three months ended June 30, 2018 to 85.2% during the three months ended June 30, 2019; |
• | a decrease in operating revenue of approximately $1.3 million attributable to a decrease in vessel available days of 72 days or 2.6% for the three months ended June 30, 2019 as three vessels were in drydock, compared to the three months ended June 30, 2018 when one vessel was in drydock; and |
• | an increase in operating revenue of approximately $2.5 million primarily attributable to an increase in pass through voyage costs as the number and duration of voyage charters during the three months ended June 30, 2019 increased, as compared to the three months ended June 30, 2018. |
Three Months Ended June 30, 2018 |
Three Months Ended June 30, 2019 |
|||||||
Fleet Data: |
||||||||
Weighted average number of vessels |
38.0 |
38.0 |
||||||
Ownership days |
3,458 |
3,458 |
||||||
Available days |
3,434 |
3,362 |
||||||
Operating days |
3,103 |
2,866 |
||||||
Fleet utilization |
90.3 |
% | 85.2 |
% | ||||
Average daily time charter equivalent rate (*) |
$ | 19,089 |
$ | 19,940 |
* |
Non-GAAP Financial Measure—Time charter equivalent: 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. |
Three Months Ended June 30, 2018 |
Three Months Ended June 30, 2019 |
|||||||
(in thousands, except operating days andaverage daily time charter equivalent rate) |
||||||||
Fleet Data: |
||||||||
Operating revenue |
$ | 73,163 |
$ | 73,586 |
||||
Voyage expenses |
13,930 |
16,437 |
||||||
Operating revenue less Voyage expenses |
59,233 |
57,149 |
||||||
Operating days |
3,103 |
2,866 |
||||||
Average daily time charter equivalent rate |
$ | 19,089 |
$ | 19,940 |
Six Months Ended June 30, 2018 |
Six Months Ended June 30, 2019 |
Percentage Change |
||||||||||
(in thousands, except percentages) |
||||||||||||
Operating revenue |
$ | 150,970 |
$ | 149,689 |
(0.8 |
%) | ||||||
Operating expenses: |
||||||||||||
Brokerage commissions |
2,360 |
2,542 |
7.7 |
% | ||||||||
Voyage expenses |
28,908 |
29,794 |
3.1 |
% | ||||||||
Vessel operating expenses |
52,751 |
56,922 |
7.9 |
% | ||||||||
Depreciation and amortization |
38,410 |
37,861 |
(1.4 |
%) | ||||||||
General and administrative costs |
9,258 |
9,997 |
8.0 |
% | ||||||||
Total operating expenses |
$ | 131,687 |
$ | 137,116 |
4.1 |
% | ||||||
Operating income |
$ | 19,283 |
$ | 12,573 |
(34.8 |
%) | ||||||
Foreign currency exchange loss on senior secured bonds |
— |
(952 |
) | — |
||||||||
Unrealized gain on non-designated derivative instruments |
— |
1,645 |
— |
|||||||||
Interest expense |
(21,877 |
) | (24,362 |
) | 11.4 |
% | ||||||
Interest income |
359 |
420 |
17.0 |
% | ||||||||
Loss before income taxes and share of result of equity accounted joint venture |
$ | (2,235 |
) | $ | (10,676 |
) | 377.7 |
% | ||||
Income taxes |
(228 |
) | (174 |
) | (23.7 |
%) | ||||||
Share of result of equity accounted joint venture |
— |
(140 |
) | — |
||||||||
Net loss |
$ | (2,463 |
) | $ | (10,990 |
) | 346.2 |
% | ||||
• | a decrease in operating revenue of approximately $8.5 million attributable to a decrease in fleet utilization from 91.0% during the six months ended June 30, 2018 to 85.0% during the six months ended June 30, 2019; |
• | a decrease in operating revenue of approximately $1.2 million attributable to a decrease in vessel available days by 66 days or 1.0%, as four vessels were in drydock for the six months ended June 30, 2019, as compared to the six months ended June 31, 2018, when three vessels were in drydock; |
• | an increase in operating revenue of approximately $7.5 million attributable to an increase in average charter rates, which increased to an average of approximately $634,622 per vessel per calendar month ($20,864 per day) for the six months ended June 30, 2019 compared to an average of approximately $597,419 per vessel per calendar month ($19,641 per day) for the six months ended June 30, 2018; and |
• | an increase in operating revenue of approximately $0.9 million primarily attributable to an increase in pass through voyage costs as the number and duration of voyage charters during the six months ended June 30, 2019 increased, as compared to the six months ended June 30, 2018. |
Six Months Ended June 30, 2018 |
Six Months Ended June 30, 2019 |
|||||||
Fleet Data: |
||||||||
Weighted average number of vessels |
38.0 |
38.0 |
||||||
Ownership days |
6,878 |
6,878 |
||||||
Available days |
6,827 |
6,761 |
||||||
Operating days |
6,215 |
5,746 |
||||||
Fleet utilization |
91.0 |
% | 85.0 |
% | ||||
Average daily time charter equivalent rate (*) |
$ | 19,641 |
$ | 20,864 |
* |
Non-GAAP Financial Measure—Time charter equivalent: 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. |
Six Months Ended June 30, 2018 |
Six Months Ended June 30, 2019 |
|||||||
(in thousands, except operating days and average daily time charter equivalent rate) |
||||||||
Fleet Data: |
||||||||
Operating revenue |
$ | 150,970 |
$ | 149,689 |
||||
Voyage expenses |
28,908 |
29,794 |
||||||
Operating revenue less Voyage expenses |
122,062 |
119,895 |
||||||
Operating days |
6,215 |
5,746 |
||||||
Average daily time charter equivalent rate |
$ | 19,641 |
$ | 20,864 |
Six Months Ended June 30, 2018 |
Six Months Ended June 30, 2019 |
|||||||
(in thousands) |
||||||||
Net cash provided by operating activities |
$ | 43,146 |
$ | 16,737 |
||||
Net cash used in investing activities |
(10,346 |
) | (52,948 |
) | ||||
Net cash (used in)/ provided by financing activities |
(39,813 |
) | 11,981 |
|||||
Net decrease in cash, cash equivalents and restricted cash |
(7,013 |
) | (24,230 |
) |
Facility agreement date |
Original Facility amount |
Principal Amount outstanding |
Amounts available for drawdown at June 30, 2019 |
Interest rate |
Loan Maturity date |
|||||||||||||||
(in millions) |
||||||||||||||||||||
March 2019 |
$ | 75.0 |
— |
36.0 |
* | US LIBOR + 250 to 300 BPS |
December 2025 |
** |
* | Initial borrowing under the Terminal Facility may only occur after the Marine Terminal Borrower has made equity contributions required under the Terminal Facility to the Export Terminal Joint Venture, which together with available borrowings under the Terminal Facility, will fund its entire portion of the capital cost for the construction of the Marine Export Terminal. |
** |
The Terminal Facility is comprised of an initial construction loan, followed by a term loan with a final maturity occurring on the earlier of (i) five years from completion of the Marine Export Terminal and (ii) December 31, 2025. |
Facility agreement date |
Original Facility amount |
Principal Amount outstanding |
Available amounts undrawn at June 30, 2019 |
Interest rate |
Loan Maturity date | |||||||||||||
(in millions) |
||||||||||||||||||
January 2015* |
278.0 |
117.0 |
— |
US LIBOR + 270 BPS |
March 2022 - 2023 | |||||||||||||
December 2015 |
290.0 |
238.4 |
— |
US LIBOR + 210 BPS |
December 2022 | |||||||||||||
October 2016** |
220.0 |
104.1 |
35.0 |
US LIBOR + 260 BPS |
November 2023 | |||||||||||||
June 2017 |
160.8 |
127.8 |
— |
US LIBOR + 230 BPS |
June 2023 | |||||||||||||
March 2019*** |
107.0 |
104.7 |
— |
US LIBOR + 240 BPS |
March 2025 | |||||||||||||
Total |
$ | 1,055.8 |
$ | 692.0 |
$ | 35.0 |
* | The January 2015 facility tranches mature over a range of dates, from March 2022 to April 2023. |
** | On July 9, 2019 we drew down $12.5 million under the October 2016 Secured Term Loan and Revolving Credit Facility in order to finance a $12.5 million capital contribution to the Export Terminal Joint Venture. |
• | the borrowers have liquidity (including undrawn available lines of credit with a maturity exceeding 12 months) of no less than (i) $25.0 million or $35.0 million, or (ii) 5% of Net Debt or total debt, as applicable, whichever is greater; |
• | the ratio of EBITDA to Interest Expense (each as defined in the applicable secured term loan facility and revolving credit facility or as amended), on a trailing four quarter basis, is no less than 2.00 to 1.00, until September 30, 2020 and no less than 2.50 to 1.00 or 3.00 to 1.00 thereafter; and |
• | the borrower must maintain a minimum ratio of shareholder equity to total assets of 30%; |
• | we and our subsidiaries maintain a minimum liquidity of no less than $25.0 million; |
• | we and our subsidiaries maintain an Interest Coverage Ratio (as defined in the 2017 Bond Agreement) of not less than 2.25 to 1.0; and |
• | we and our subsidiaries maintain an Equity Ratio (as defined in the 2017 Bond Agreement) of at least 30%. |
• | 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%. |
Remainder of 2019 |
2020 |
2021 |
2022 |
2023 |
Thereafter |
Total |
||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||
Marine Export Terminal capital contributions* |
45,000 |
19,500 |
— |
— |
— |
— |
64,500 |
|||||||||||||||||||||
Secured term loan facilities and revolving credit facilities |
34,875 |
69,750 |
69,750 |
311,611 |
142,503 |
63,537 |
692,026 |
|||||||||||||||||||||
2017 Bonds |
— |
— |
100,000 |
— |
— |
— |
100,000 |
|||||||||||||||||||||
2018 Bonds** |
— |
— |
— |
— |
71,697 |
— |
71,697 |
|||||||||||||||||||||
Office operating leases |
745 |
1,276 |
1,124 |
93 |
— |
— |
3,238 |
|||||||||||||||||||||
Total contractual obligations |
$ | 80,620 |
$ | 90,526 |
$ | 170,874 |
$ | 311,704 |
$ | 214,200 |
$ | 63,537 |
$ | 931,461 |
||||||||||||||
* | On July 9, 2019, the Company made a capital contribution of $12.5 million, reducing the expected remaining contributions for 2019 from $45.0 million to $32.5 million for our portion of the capital cost for the construction of the Marine Export Terminal. |
** | The Company has NOK 600 million of 2018 Bonds that mature in 2023 issued in the Norwegian Bond market (see Note 7 (Senior Secured Bond) to the unaudited condensed consolidated financial statements). The Company has entered into a cross-currency interest rate swap agreement, to swap all interest and principal payments of the 2018 Bonds into U.S. Dollars, with the interest payments at 6.608% plus 3-month U.S. LIBOR and the transfer of the principal amount fixed at $71.7 million upon maturity in exchange for NOK 600 million (see Note 9 (Derivative Instruments Accounted for at Fair Value) to the unaudited condensed consolidated financial statements). |
• | 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 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, the time that it may take to construct new vessels, or the useful lives of our vessels; |
• | our continued ability to enter into long-term, fixed-rate time charters with our customers; |
• | changes in governmental rules and regulations or actions taken by regulatory authorities; |
• | 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. Three of our vessels were named in a recent U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) Advisory to the Maritime Petroleum Shipping Community as ships that had engaged in such ship to ship transfers of cargoes that may have ultimately been destined for Syria; |
• | potential liability from future litigation; |
• | our expectations relating to the payment of dividends; |
• | 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 construction and financing of the Marine Export Terminal, the financing of our investment in the Marine Export Terminal and the financial success of the Marine Export Terminal and our related 50/50 joint venture with Enterprise Products Partners L.P.; and |
• | other factors detailed from time to time in other periodic reports we file with the Securities and Exchange Commission. |
December 31, 2018 |
June 30, 2019 |
|||||||
(in thousands, except share data) |
||||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | |
$ | |
||||
Accounts receivable, net |
|
|
||||||
Accrued income |
|
|
||||||
Prepaid expenses and other current assets |
|
|
||||||
Bunkers and lubricant oils |
|
|
||||||
Total current assets |
|
|
||||||
Non-current assets |
||||||||
Vessels , net |
|
|
||||||
Property, plant and equipment, net |
|
|
||||||
Investment in equity accounted joint venture |
|
|
||||||
Right-of-use asset for operating leases |
— |
|
||||||
Total non-current assets |
|
|
||||||
Total assets |
$ | |
$ | |
||||
Liabilities and stockholders’ equity |
||||||||
Current liabilities |
||||||||
Current portion of secured term loan facilities, net of deferred financing costs |
$ | |
$ | |
||||
Current portion of operating lease liabilities |
— |
|
||||||
Accounts payable |
|
|
||||||
Accrued expenses and other liabilities |
|
|
||||||
Accrued interest |
|
|
||||||
Deferred income |
|
|
||||||
Total current liabilities |
|
|
||||||
Non-current Liabilities |
||||||||
Secured term loan facilities and revolving credit facilities, net of current portion and deferred financing costs |
|
|
||||||
Senior secured bond, net of deferred financing costs |
|
|
||||||
Senior unsecured bond, net of deferred financing costs |
|
|
||||||
Derivative liabilities |
|
|
||||||
Operating lease liabilities, net of current portion |
— |
|
||||||
Total non-current liabilities |
|
|
||||||
Total Liabilities |
|
|
||||||
Commitments and contingencies (see note 13) |
||||||||
Stockholders’ equity |
||||||||
Common stock—$ par value per share; |
|
|
||||||
Additional paid-in capital |
|
|
||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
Retained earnings |
|
|
||||||
Total stockholders’ equity |
|
|
||||||
Total liabilities and stockholders’ equity |
$ | |
$ | |
||||
Three months ended June 30, (in thousands except share and per share data) |
Six months ended June 30, (in thousands except share and per share data) |
|||||||||||||||
2018 |
2019 |
2018 |
2019 |
|||||||||||||
Revenues |
||||||||||||||||
Operating revenue |
$ | |
$ | |
$ | |
$ | |
||||||||
Expenses |
||||||||||||||||
Brokerage commissions |
|
|
|
|
||||||||||||
Voyage expenses |
|
|
|
|
||||||||||||
Vessel operating expenses |
|
|
|
|
||||||||||||
Depreciation and amortization |
|
|
|
|
||||||||||||
General and administrative costs |
|
|
|
|
||||||||||||
Total operating expenses |
|
|
|
|
||||||||||||
Operating income |
|
|
|
|
||||||||||||
Other income/(expense) |
||||||||||||||||
Foreign currency exchange loss on senior secured bonds |
— |
( |
) | — |
( |
) | ||||||||||
Unrealized gain on non-designated derivative instruments |
— |
|
— |
|
||||||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest income |
|
|
|
|
||||||||||||
Loss before income taxes and share of result of equity accounted joint venture |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Share of result of equity accounted joint venture |
— |
( |
) | — |
( |
) | ||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
(Loss)/Earnings per share: |
||||||||||||||||
Basic: |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Diluted: |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Weighted average number of shares outstanding: |
||||||||||||||||
Basic: |
|
|
|
|
||||||||||||
Diluted: |
|
|
|
|
||||||||||||
Three months ended June 30, (in thousands) |
Six months ended June 30, (in thousands) |
|||||||||||||||
2018 |
2019 |
2018 |
2019 |
|||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Other Comprehensive (Loss) / Income: |
||||||||||||||||
Foreign currency translation (loss) / gain |
( |
) | |
( |
) | ( |
) | |||||||||
Total Comprehensive (Loss) / Income: |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
For the six months ended June 30, 2018 (In thousands, except share data) |
||||||||||||||||||||||||
Common stock |
||||||||||||||||||||||||
Number of shares (Note 11) |
Amount 0.01 par value (Note 11) |
Additional Paid-in Capital(Note 12) |
Accumulated Other Comprehensive Income (Loss) |
Retained Earnings |
Total |
|||||||||||||||||||
Balance as of December 31, 2017 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
Adjustment to equity for the adoption of the new revenue standard |
— |
— |
— |
— |
( |
) | ( |
) | ||||||||||||||||
Restricted shares issued March 20, 2018 |
— |
— |
— |
|||||||||||||||||||||
Net income |
— |
— |
— |
— |
( |
) | ( |
) | ||||||||||||||||
Foreign currency translation |
— |
— |
— |
( |
) | — |
( |
) | ||||||||||||||||
Share-based compensation plan |
— |
— |
— |
— |
||||||||||||||||||||
Balance as of June 30, 2018 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
For the three months ended June 30, 2018 (In thousands, except share data) |
||||||||||||||||||||||||
Common stock |
||||||||||||||||||||||||
Number of shares (Note 11) |
Amount 0.01 par value (Note 11) |
Additional Paid-in Capital(Note 12) |
Accumulated Other Comprehensive Income (Loss) |
Retained Earnings |
Total |
|||||||||||||||||||
Balance as of March 31, 2018 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
Net income |
— |
— |
— |
— |
( |
) | ( |
) | ||||||||||||||||
Foreign currency translation |
— |
— |
— |
( |
) | — |
( |
) | ||||||||||||||||
Share-based compensation plan |
— |
— |
— |
— |
||||||||||||||||||||
Balance as of June 30, 2018 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
For the six months ended June 30, 2019 (In thousands, except share data) |
||||||||||||||||||||||||
Common stock |
||||||||||||||||||||||||
Number of shares (Note 11) |
Amount 0.01 par value (Note 11) |
Additional Paid-in Capital(Note 12) |
Accumulated Other Comprehensive Income (Loss) |
Retained Earnings |
Total |
|||||||||||||||||||
Balance as of December 31, 2018 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
Adjustment to equity for the adoption of the new leasing standard |
— |
— |
— |
— |
( |
) | ( |
) | ||||||||||||||||
Restricted shares issued March 20, 2019 |
— |
— |
— |
|||||||||||||||||||||
Net income |
— |
— |
— |
— |
( |
) | ( |
) | ||||||||||||||||
Foreign currency translation |
— |
— |
— |
( |
) | — |
( |
) | ||||||||||||||||
Share-based compensation plan |
— |
— |
— |
— |
||||||||||||||||||||
Balance as of June 30, 2019 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
For the three months ended June 30, 2018 (In thousands, except share data) |
||||||||||||||||||||||||
Common stock |
||||||||||||||||||||||||
Number of shares (Note 11) |
Amount 0.01 par value (Note 11) |
Additional Paid-in Capital(Note 12) |
Accumulated Other Comprehensive Income (Loss) |
Retained Earnings |
Total |
|||||||||||||||||||
Balance as of March 31, 2019 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
Net income |
— |
— |
— |
— |
( |
) | ( |
) | ||||||||||||||||
Foreign currency translation |
— |
— |
— |
— |
||||||||||||||||||||
Share-based compensation plan |
— |
— |
— |
— |
||||||||||||||||||||
Balance as of June 30, 2019 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
Six Months ended June 30, 2018 |
Six Months ended June 30, 2019 |
|||||||
(in thousands) |
(in thousands) |
|||||||
Cash flows from operating activities |
||||||||
Net (loss) / income |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
Unrealized gain on non-designated derivative instruments |
— |
( |
) | |||||
Depreciation and amortization |
||||||||
Payment of drydocking costs |
( |
) | ( |
) | ||||
Prior year expenses recovered in insurance claim |
( |
) | — |
|||||
Amortization of share-based compensation |
||||||||
Amortization of deferred financing costs |
||||||||
Share of result of equity accounted joint venture |
— |
|||||||
Unrealized foreign exchange loss on senior secured bonds |
— |
|||||||
Other unrealized foreign exchange gain |
( |
) | ( |
) | ||||
Changes in operating assets and liabilities |
||||||||
Accounts receivable |
( |
) | ||||||
Bunkers and lubricant oils |
( |
) | ||||||
Accrued income and prepaid expenses and other current assets |
( |
) | ||||||
Accounts payable, accrued interest, accrued expenses and other liabilities |
||||||||
Net cash provided by operating activities |
||||||||
Cash flows from investing activities |
||||||||
Additions to vessels and equipment |
( |
) | ( |
) | ||||
Investment in equity accounted joint venture |
( |
) | ( |
) | ||||
Purchase of other property, plant and equipment |
( |
) | ( |
) | ||||
Insurance recoveries |
||||||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
Cash flows from financing activities |
||||||||
Proceeds from secured term loan facilities and revolving credit facilities |
||||||||
Issuance costs of secured bond |
— |
( |
) | |||||
Issuance costs of secured term loan facilities |
— |
( |
) | |||||
Issuance costs of terminal credit facility |
— |
( |
) | |||||
Repayment of secured term loan facilities and revolving credit facilities |
( |
) | ( |
) | ||||
Net cash (used in)/provided by financing activities |
( |
) | ||||||
Net decrease in cash, cash equivalents and restricted cash |
( |
) | ( |
) | ||||
Cash, cash equivalents and restricted cash at beginning of period |
||||||||
Cash, cash equivalents and restricted cash at end of period |
$ | $ | ||||||
Supplemental Information |
||||||||
Total interest paid during the period, net of amounts capitalized |
$ | $ | ||||||
Total tax paid during the period |
$ | $ | ||||||
1. |
Basis of Presentation |
2. |
Revenue Recognition |
Three months ended June 30, (in thousands) |
Six months ended June 30, (in thousands) |
|||||||||||||||
2018 |
2019 |
2018 |
2019 |
|||||||||||||
Operating revenue: |
||||||||||||||||
Time charters |
$ | $ | $ | $ | ||||||||||||
Voyage charters (*) |
||||||||||||||||
Total operating revenue |
$ | $ | $ | $ |
* |
Voyage Charter revenues: |
(in thousands) |
||||
Remainder of 2019: |
$ | |||
2020: |
$ | |||
2021: |
$ | |||
2022: |
$ | |||
2023: |
$ | |||
2024 onwards: |
$ |
3. |
Vessels in Operation |
Vessel |
Drydocking |
Total |
||||||||||
(in thousands) |
||||||||||||
Cost |
||||||||||||
December 31, 2018 |
$ | $ | $ | |||||||||
Additions |
||||||||||||
Disposal |
— |
( |
) | ( |
) | |||||||
June 30, 2019 |
$ | $ | $ | |||||||||
Accumulated Depreciation |
||||||||||||
December 31, 2018 |
$ | $ | $ | |||||||||
Charge for the period |
||||||||||||
Disposal |
— |
( |
) | ( |
) | |||||||
June 30, 2019 |
$ | $ | $ | |||||||||
Net Book Value |
||||||||||||
December 31, 2018 |
$ | $ | $ | |||||||||
June 30, 2019 |
$ | $ | $ | |||||||||
4. |
Investment in equity accounted joint venture |
2018 |
2019 |
|||||||
(in thousands) |
||||||||
Investment in equity accounted joint venture at January 1 |
$ | — |
$ | |||||
Equity contributions to joint venture entity |
||||||||
Share of results |
( |
) | ( |
) | ||||
Capitalized interest and deferred financing costs |
||||||||
Legal costs |
— |
|||||||
Total investment in equity accounted joint venture at December 31 and June 30 |
$ | $ | ||||||
5. |
Terminal Credit Facility |
6. |
Secured Term Loan Facilities and Revolving Credit Facilities |
December 31, 2018 |
June 30, 2019 |
|||||||
(in thousands) |
||||||||
Current Liability |
||||||||
Current portion of secured term loan facilities |
$ | ( |
) | $ | ( |
) | ||
Less: current portion of deferred financing costs |
||||||||
Current portion of secured term loan facilities, net of deferred financing costs |
$ | ( |
) | $ | ( |
) | ||
Non-Current Liability |
||||||||
Secured term loan facilities and revolving credit facilities net of current portion |
$ | ( |
) | $ | ( |
) | ||
Less: non-current portion of deferred financing costs |
||||||||
Non-current secured term loan facilities and revolving credit facilities, net of current portion and non-current deferred financing costs |
$ | ( |
) | $ | ( |
) | ||
7. |
Senior Secured Bond |
December 31, 2018 |
June 30, 2019 |
|||||||
(in thousands) |
||||||||
Senior Secured Bond |
||||||||
Total NOK 600 million Bond, translated at prevailing rate |
$ | ( |
) | $ | ( |
) | ||
Less deferred financing costs |
||||||||
Total Bond, net of deferred financing costs |
$ | ( |
) | $ | ( |
) | ||
8. |
Senior Unsecured Bond |
December 31, 2018 |
June 30, 2019 |
|||||||
(in thousands) |
||||||||
Senior Unsecured Bond |
||||||||
Total Bond |
$ | ( |
) | $ | ( |
) | ||
Less deferred financing costs |
||||||||
Total Bond, net of deferred financing costs |
$ | ( |
) | $ | ( |
) | ||
9. |
Derivative Instruments Accounted for at Fair value |
December 31, 2018 |
June 30, 2019 |
|||||||||||
Fair Value Hierarchy Level |
Fair Value Hierarchy Level |
Fair Value Asset (Liability) |
Fair Value Asset (Liability) |
|||||||||
(in thousands) |
||||||||||||
Cross-currency interest rate swap agreement |
Level 2 |
( |
) | ( |
) |
10. |
Fair Value of Financial Instruments Not Accounted for at Fair Value |
December 31, 2018 |
June 30, 2019 |
|||||||||||||||||||
Financial Asset/Liability |
Fair Value Hierarchy Level |
Carrying Amount Asset (Liability) |
Fair Value Asset (Liability) |
Carrying Amount Asset (Liability) |
Fair Value Asset (Liability) |
|||||||||||||||
(in thousands) |
||||||||||||||||||||
2018 Bonds (note 7) |
Level 2 |
( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
2017 Bonds (note 8) |
Level 2 |
( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
Secured term loan facilities and revolving credit facilities (note 6) |
Level 2 |
( |
) | ( |
) | ( |
) | ( |
) |
11. |
Earnings per share |
Three months ended June 30, (in thousands) |
Six months ended June 30, (in thousands) |
|||||||||||||||
2018 |
2019 |
2018 |
2019 |
|||||||||||||
Basic and diluted net loss available to common shareholders (in thousands) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Basic weighted average number of shares |
|
|
|
|
||||||||||||
Effect of dilutive potential share options*: |
— |
— |
— |
— |
||||||||||||
Diluted weighted average number of shares |
|
|
|
|
||||||||||||
* | Due to a loss for the three months and six months ended June 30, 2018 and 2019, ended June 30, 2019, is ended June 30, 2018: ended June 30, 2019, is ended June 30, 2018: |
12. |
Share-Based Compensation |
Number of non-vested restricted shares |
Weighted average grant date fair value |
Weighted average remaining contractual term |
||||||||||
Balance as of January 1, 2018 |
|
$ | |
|
||||||||
Granted |
|
|
||||||||||
Vested |
( |
) | |
|||||||||
Forfeited |
( |
) | |
|||||||||
Balance as of December 31, 2018 |
|
$ | |
|
||||||||
Granted |
|
|
||||||||||
Vested |
( |
) | |
|||||||||
Balance as of June 30, 2019 |
|
$ | |
|
||||||||
Options |
Number of non-vested options |
Weighted average exercise price per share |
Weighted average remaining contractual term years |
Aggregate intrinsic value |
||||||||||||
Balance as of January 1, 2018 |
|
$ | |
|
|
|||||||||||
Forfeited during the year |
( |
) | |
— |
— |
|||||||||||
Vested |
( |
) | — |
— |
— |
|||||||||||
Balance as of December 31, 2018 |
— |
— |
— |
$ | |
|||||||||||
Granted during the period |
|
|
|
— |
||||||||||||
Vested |
— |
— |
— |
— |
||||||||||||
Balance as of June 30, 2019 |
|
|
|
$ | |
|||||||||||
13. |
Commitments and Contingencies |
Remainder of 2019 |
2020 |
2021 |
2022 |
2023 |
Thereafter |
Total |
||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||
Marine Export Terminal capital contributions* |
|
|
— |
— |
— |
— |
|
|||||||||||||||||||||
Secured term loan facilities and revolving credit facilities |
|
|
|
|
|
|
|
|||||||||||||||||||||
2017 Bonds |
— |
— |
|
— |
— |
— |
|
|||||||||||||||||||||
2018 Bonds** |
— |
— |
— |
— |
|
— |
|
|||||||||||||||||||||
Office operating leases |
|
|
|
|
— |
— |
|
|||||||||||||||||||||
Total contractual obligations |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |
||||||||||||||
* | On July 9, 2019, the Company made a capital contribution of $ |
** | The Company has NOK |
14. |
Subsequent Events |
101 | The following financial information from Navigator Holdings Ltd.’s Report on Form 6-K for the quarter ended June 30, 2019, furnished with the SEC on November 13, 2019, formatted in Extensible Business Reporting Language (XBRL): |
i. | Unaudited Condensed Consolidated Balance Sheets as of December 31, 2018 and June 30, 2019 |
ii. | Unaudited Condensed Consolidated Statements of Income for the three and six months ended June 30, 2018 and June 30, 2019 |
iii. | Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2018 and June 30, 2019 |
iv. | Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the six months and three months ended June 30, 2018 and 2019 |
v. | Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and June 30, 2019 |
vi. | Notes to Unaudited Condensed Consolidated Financial Statements |
NAVIGATOR HOLDINGS LTD. | ||||||
Date: November 13, 2019 |
By: |
/s/ Niall J Nolan | ||||
Name: |
Niall J Nolan | |||||
Title: |
Chief Financial Officer |
Subsequent Events |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2019 | |||
Subsequent Events [Abstract] | |||
Subsequent Events |
On September 30, 2019, the Company entered into an amendment (the “2017 Bonds Amendment”) to the bond agreement governing the 2017 Bonds, with the bondholders’ approval, to amend one of the covenants in the 2017 Bonds. The covenant, requiring our interest coverage ratio, on a trailing four quarter basis, to be no less than 2.25 to 1.00 was amended to be a requirement of no less than 2.00 to 1.00, up to and including September 30, 2020, to be in line with a similar covenant in our secured term loan facilities and revolving credit facilities, before then reverting back to the original requirement. In addition, the definition of interest under the 2017 Bonds now excludes interest due or payable relating to debt financing associated with our obligations on the construction of the Marine Export Terminal. Under the terms of the 2017 Bonds Amendment, dividends may not be declared or paid by the Company until on or after December 31, 2020. An amendment fee and corporate fees associated with obtaining the 2017 Bonds Amendment of $1.3 million have been deferred and will be amortized over the period the amendment is in force. On October 21, 2019, the Company entered into a sale and leaseback to refinance one of its vessels, the Navigator Aurora 9 , 2019. |
Investment in Equity Accounted Joint Venture (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Investments in Equity Accounted Joint Venture |
|
Earnings per Share (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Calculation of Basic and Diluted Number of Weighted Average Outstanding Shares | The following table shows calculation of both basic and diluted number of weighted average outstanding shares for the three and six months ended June 30, 2018 and 2019:
|
Earnings per Share - Calculation of Basic and Diluted Number of Weighted Average Outstanding Shares (Detail) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Earnings Per Share [Abstract] | ||||
Basic and diluted net loss available to common shareholders (in thousands) | $ (7,733) | $ (3,159) | $ (10,990) | $ (2,463) |
Basic weighted average number of shares | 55,832,069 | 55,656,304 | 55,756,897 | 55,601,772 |
Diluted weighted average number of shares | 55,832,069 | 55,656,304 | 55,756,897 | 55,601,772 |
Senior Unsecured Bond - Schedule of Breakdown of Senior Unsecured Bond and Total Deferred Financing Costs (Detail) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Debt Instrument [Line Items] | ||
Total Bond, net of deferred financing costs | $ (692,026) | $ (675,738) |
2017 Senior Unsecured Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Total Bond | (100,000) | (100,000) |
Less deferred financing costs | 734 | 961 |
Total Bond, net of deferred financing costs | $ (99,266) | $ (99,039) |
Secured Term Loan Facilities and Revolving Credit Facilities - Schedule of Breakdown of Secured Term Loan Facilities and Total Deferred Financing Costs Split Between Current and Non-Current Liabilities (Detail) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Current Liability | ||
Current portion of secured term loan facilities | $ (69,750) | $ (70,600) |
Less: current portion of deferred financing costs | 1,923 | 1,743 |
Current portion of secured term loan facilities, net of deferred financing costs | (67,827) | (68,857) |
Non-Current Liability | ||
Secured term loan facilities and revolving credit facilities net of current portion | (622,276) | (605,138) |
Less: non-current portion of deferred financing costs | 5,703 | 5,462 |
Non-current secured term loan facilities and revolving credit facilities, net of current portion and non-currentdeferred financing costs | $ (616,573) | $ (599,676) |
Earnings per Share - Calculation of Basic and Diluted Number of Weighted Average Outstanding Shares (Parenthetical) (Detail) - shares |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Earnings Per Share [Abstract] | ||||
Effect of dilutive potential shares | 0 | 0 | 0 | 0 |
Potential dilutive shares excluded computation of earnings per share | 349,936 | 343,936 | 349,803 | 354,625 |
Commitments and Contingencies - Summary of Contractual Obligations (Detail) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
|||||
---|---|---|---|---|---|---|---|
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||
Total | $ 692,026 | $ 675,738 | |||||
Remainder of 2019 | 80,620 | ||||||
2020 | 90,526 | ||||||
2021 | 170,874 | ||||||
2022 | 311,704 | ||||||
2023 | 214,200 | ||||||
Thereafter | 63,537 | ||||||
Total | 931,461 | ||||||
Office operating leases [Member] | |||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||
Remainder of 2019 | 745 | ||||||
2020 | 1,276 | ||||||
2021 | 1,124 | ||||||
2022 | 93 | ||||||
Total | 3,238 | ||||||
Marine Export Terminal capital contributions [Member] | |||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||
Remainder of 2019 | [1] | 45,000 | |||||
2020 | [1] | 19,500 | |||||
Total | [1] | 64,500 | |||||
Secured term loan facilities and revolving credit facilities [Member] | |||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||
Remainder of 2019 | 34,875 | ||||||
2020 | 69,750 | ||||||
2021 | 69,750 | ||||||
2022 | 311,611 | ||||||
2023 | 142,503 | ||||||
Thereafter | 63,537 | ||||||
Total | 692,026 | ||||||
2017 Bonds [Member] | |||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||
2021 | 100,000 | ||||||
Total | 100,000 | ||||||
2018 Bonds [Member] | |||||||
Contractual Obligation Fiscal Year Maturity [Line Items] | |||||||
2023 | [2] | 71,697 | |||||
Total | [2] | $ 71,697 | |||||
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Revenue Recognition |
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Revenue Recognition [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue |
The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) on January 1, 2018. The Company has adopted the standard using the modified retrospective method to incorporate the cumulative effect on all contracts at the date of initial application for reporting periods presented beginning January 1, 2018. By using the modified retrospective method approach we have made an adjustment to the consolidated statement of shareholders’ equity of $3.4 million which represents the amount of net revenue that would not have been recognized in retained earnings for the year ended December 31, 2017 under ASU 2014-09. The Company receives its revenue streams from three different sources; vessels on time charters (which are accounted for as leases under ASC 842); voyage charters; and contracts of affreightment (“COA”). With time charters, the Company receives a fixed charter hire per on-hire day and revenue is recognized on an accrual basis and is recorded over the term of the charter as the performance obligation is satisfied. In the case of voyage charters or COAs, the vessel is contracted for a voyage, or a series of voyages, between two or more ports and the Company is paid for the cargo transported. Revenue under these performance obligations is recognized on a load port to discharge port basis and determined percentage of completion for all voyage charters on a time elapsed basis. This approach differs from previous generally accepted accounting principles (“U.S. GAAP”) whereby under a voyage charter or a COA the revenue was recognized from the later of the charter party date and the date of completion of the previous discharge port until the following discharge port. This had the effect of recognizing the revenue over a shorter period of time as the performance obligation commences from the loading of the cargo rather than from the inception of the contract. The Company believes that the performance obligation towards the customer starts to become satisfied once the cargo is loaded and the obligation becomes completely satisfied once the cargo has been discharged at the discharge port. Time charter revenue is payable monthly in advance whilst revenue from voyage charters and COAs is due upon discharge of the cargo at the discharge port. Under the revenue recognition standard, the Company has identified certain 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. These directly related costs are generally fuel or any canal or port costs to get the vessel from its position at inception of the contract to the load port to commence loading of the cargo. These costs are deferred and amortized over the duration of the performance obligation on a time basis. In addition, contract assets relate to our conditional right to consideration for our completed performance under contracts and are recognized when the right to consideration becomes unconditional. Contract liabilities include payments received in advance of performance under contracts and are recognized when performance under the respective contract has been completed. Deferred revenues allocated to unsatisfied performance obligations will be recognized over time as the services are performed, which is expected to take place within three months from the balance sheet date. As of June 30, 2019, for services accounted for under ASC 606, the amount of contract assets reflected within accrued income on the Company’s condensed consolidated balance sheet was $1.5 million (December 31, 2018: $4.0 million). The amount of contract liabilities was $1.8 million at June 30, 2019 (December 31, 2018: $1.7 million) and is reflected within deferred income on our condensed consolidated balance sheet. Operating revenue The following table compares our operating revenue by the source of revenue stream for the three and six months ended June 30, 2018 and 2019:
The estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied, or partially unsatisfied at June 30, 2019, is $7.5 million (December 31, 2018: $19.6 million). This revenue is expected to be recognized within three months from June 30, 2019, as the performance obligations are completed. At June 30, 2019, 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 is $0.6 million (December 31, 2018: $1.5 million) and is reflected on the Company’s consolidated balance sheet within prepaid expenses and other current assets. This will be recognized over the duration of the performance obligation on a time basis, which is expected to occur within three months from June 30, 2019, as the performance obligations are completed. Time charter revenues: As of June 30, 2019, 21 of the Company’s 38 operated vessels, were subject to time charters, twelve of which will expire within one year, five of which will expire within three years and four which will expire within nine years. The committed time charter income for future periods at June 30, 2019 is as follows:
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Terminal Credit Facility |
6 Months Ended | ||
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Jun. 30, 2019 | |||
Line of Credit Facility [Abstract] | |||
Terminal Credit Facility [Text Block] |
On March 29, 2019 , Navigator Ethylene Terminals LLC, a wholly-owned subsidiary of the Company (the Marine Terminal Borrower”), entered into a Credit Agreement (the “Terminal Facility”) with ING Capital LLC and SG Americas Securities, LLC for a maximum principal amount of $75.0 million, to be used solely for the payment of project costs relating to our Marine Export Terminal. The Terminal Facility is comprised of an initial construction loan, followed by a term loan with a final maturity occurring on the earlier of (i) five years from completion of the Marine Export Terminal and (ii) December 31, 2025 . Initial borrowing under the Terminal Facility may only occur after the Marine Terminal Borrower has made equity contributions required under the Terminal Facility to the Export Terminal Joint Venture, which together with available borrowings under the Terminal Facility, will fund its entire portion of the capital cost for the construction of the Marine Export Terminal. The loans are subject to quarterly repayments of principal and interest beginning three months after the completion of the Marine Export Terminal. Interest on amounts drawn is payable at a rate of U.S. LIBOR plus to basis points per annum over the term of the facility, for interest periods of three or six months as selected by the Marine Terminal Borrower. The Terminal Facility includes events of default for the failure to achieve the completion of the Marine Export Terminal by December 31, 2020, the abandonment of all or substantially all activities relating to the Marine Export Terminal for 90 consecutive days and if certain material contracts relating to the Marine Export Terminal are terminated, as well as customary events of default including those relating to a failure to pay principal or interest, a breach of covenant, representation or warranty, a cross-default to other indebtedness and non-compliance with security documents. The loans under the Terminal Facility are secured by first priority liens on the rights to the Marine Terminal Borrower’s distributions from the Marine Terminal Joint Venture, the Marine Terminal Borrower’s assets and properties and the company’s equity interests in the Marine Terminal Borrower.As of June 30, 2019, the Company had not drawn down on this facility, therefore there were no outstanding obligations on the Terminal Facility at the reporting date. Based on the existing committed throughput for the Marine Export Terminal, and subject to the satisfaction of certain conditions to the ability to borrow under the Terminal Facility, $36.0 million was available to be drawn down under this Credit Agreement. Available amounts are expected to increase as additional throughput agreements are committed. |
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
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Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (7,733) | $ (3,159) | $ (10,990) | $ (2,463) |
Other Comprehensive (Loss) / Income: | ||||
Foreign currency translation (loss) / gain | 18 | (89) | (30) | (66) |
Total Comprehensive (Loss) / Income: | $ (7,715) | $ (3,248) | $ (11,020) | $ (2,529) |
Document and Entity Information |
6 Months Ended |
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Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |
Amendment Flag | false |
Document Type | 6-K |
Document Period End Date | Jun. 30, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q2 |
Entity Central Index Key | 0001581804 |
Current Fiscal Year End Date | --12-31 |
Entity Registrant Name | Navigator Holdings Ltd. |
Fair Value of Financial Instruments Not Accounted For at Fair Value |
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Investments, All Other Investments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments Not Accounted For at Fair Value |
The principal financial assets of the Company at December 31, 2018 and June 30, 2019 consist of cash, cash equivalents and accounts receivable. The principal financial liabilities of the Company consist of accounts payable, accrued expenses and other liabilities, secured term loan facilities, revolving credit facilities, the 2017 Bonds and the 2018 Bonds. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities are reasonable estimates of their fair value due to the short-term nature or liquidity of these financial instruments. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. The fair value accounting standard establishes a three tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. The 2017 Bonds and the 2018 Bonds are classified as a level two liability and the fair values have been calculated based on the most recent trades of the bond on the Oslo Børs prior to June 30, 2019. The 2018 Bonds are denominated in Norwegian Kroner (“NOK”) and the fair value has been translated to the functional currency of the Company using the prevailing exchange rate at June 30, 2019. The fair value of secured term loan facilities and revolving credit facilities is estimated based on the average of the current rates offered to the Company for all debt facilities. This has been categorized at level t wo on the fair value measurement hierarchy. The following table includes the estimated fair value and carrying value of those assets and liabilities. The table excludes cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other liabilities because the fair value approximates carrying value and, for accounts receivable and payable, are due in one year or less.
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Secured Term Loan Facilities and Revolving Credit Facilities |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured Term Loan Facilities and Revolving Credit Facilities |
March 2019 Secured Term Loan On March 25, 2019 the Company entered into a secured term loan with Credit Agricole Corporate and Investment Bank, ING Bank N.V. London Branch and Skandinaviska Enskilda Banken AB (Publ.) for a maximum principal amount of $107.0 million (the “March 2019 Secured Term Loan”), to partially re-finance our January 2015 secured term loan facility that was due to mature in June 2020. The repayment of the loan, secured by four of our vessels was $75.6 million, leaving net proceeds of $31.4 million for fees and general corporate purposes. The facility has a term of six years from the date of the agreement and expires in March 2025, is fully drawn down and as of June 30, 2019, the amount still outstanding was $104.7 million which is repayable in equal quarterly instalments of $2.3 million with a balloon payment of $52.1 million on the final quarterly repayment date.ASC 470-50—Debt Modifications states that if re-financing of a loan results in the present value of future cash flows being modified by more than 10%, it is considered to have ‘substantially different terms’ from the original loan and is accounted for as a debt extinguishment and the new loan treated as the issuance of new debt. The 10% cash flow test was performed, and it was concluded that the present value of future cash flows on a lender-by-lender basis have not been modified by more than 10%. Issuance costs for the March 2019 Secured Term Loan of $1.4 million have been deferred and will be amortized over the facility term on the effective rate basis.This loan facility is secured by first priority mortgages on each of; Navigator Atlas, Navigator Europa, Navigator Oberon, Navigator Triton The following table shows the breakdown of secured term loan facilities and total deferred financing costs split between current and
non-current liabilities at December 31, 2018 and June 30, 2019:
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Condensed Consolidated Statements of Income - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
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Revenues | ||||
Operating revenue | $ 73,586 | $ 73,163 | $ 149,689 | $ 150,970 |
Expenses | ||||
Brokerage commissions | 1,233 | 1,219 | 2,542 | 2,360 |
Voyage expenses | 16,437 | 13,930 | 29,794 | 28,908 |
Vessel operating expenses | 27,448 | 26,040 | 56,922 | 52,751 |
Depreciation and amortization | 18,913 | 19,029 | 37,861 | 38,410 |
General and administrative costs | 5,195 | 4,812 | 9,997 | 9,258 |
Total operating expenses | 69,226 | 65,030 | 137,116 | 131,687 |
Operating income | 4,360 | 8,133 | 12,573 | 19,283 |
Other income/(expense) | ||||
Foreign currency exchange loss on senior secured bonds | (768) | (952) | ||
Unrealized gain on non-designated derivative instruments | 861 | 1,645 | ||
Interest expense | (12,209) | (11,353) | (24,362) | (21,877) |
Interest income | 205 | 207 | 420 | 359 |
Loss before income taxes and share of result of equity accounted joint venture | (7,551) | (3,013) | (10,676) | (2,235) |
Income taxes | (81) | (146) | (174) | (228) |
Share of result of equity accounted joint venture | (101) | (140) | ||
Net loss | $ (7,733) | $ (3,159) | $ (10,990) | $ (2,463) |
(Loss)/Earnings per share: | ||||
Basic: | $ (0.14) | $ (0.06) | $ (0.20) | $ (0.04) |
Diluted: | $ (0.14) | $ (0.06) | $ (0.20) | $ (0.04) |
Weighted average number of shares outstanding: | ||||
Basic: | 55,832,069 | 55,656,304 | 55,756,897 | 55,601,772 |
Diluted: | 55,832,069 | 55,656,304 | 55,756,897 | 55,601,772 |
Earnings per Share |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings per Share |
Basic and diluted earnings per share is calculated by dividing the net income available to common shareholders by the average number of common shares outstanding during the periods. Diluted earnings per share is calculated by adjusting the weighted average number of common shares used for calculating basic earnings per share for the effects of all potentially dilutive shares. The following table shows calculation of both basic and diluted number of weighted average outstanding shares for the three and six months ended June 30, 2018 and 2019:
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Basis of Presentation |
6 Months Ended | ||
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Jun. 30, 2019 | |||
Accounting Policies [Abstract] | |||
Basis of Presentation |
The accompanying Navigator Holdings Ltd. (the “Company”), unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair presentation of the financial position of the Company and its subsidiaries as of June 30, 2019; the results of operations for the three and six months ended June 30, 2018 and 2019, the statement of stockholders’ equity for the three and six months ended June 30, 2018 and 2019, and cash flows for the six months ended June 30, 2018 and 2019. Unless the context otherwise requires, all references in the unaudited condensed consolidated financial statements to “our,” “we,” and “us” refer to the Company. As of June 30, 2019, our total current liabilities exceeded our total current assets by $2.0 million. This net current liability is primarily due to a lower cash balance as a result of losses incurred during the six months ended June 30, 2019, as well as capital contributions we made to our Export Terminal Joint Venture to fund a portion of our remaining share of the capital cost for the construction of the Marine Export Terminal. As of June 30, 2019, we had $36.0 million available under the March 2019 Terminal Credit Facility to be used solely to pay capital contributions relating to the Marine Export Terminal as well as an aggregate of $ 35.0 million available borrowing capacity under one of our revolving credit facilities, which, in addition to cash generated from operations, we expect will cover this net current liability shortfall of $2.0 million. On January 31, 2018, the Company announced the execution of definitive agreements creating the Export Terminal Joint Venture. Interests in joint ventures are accounted for using the equity method. They are recognized initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Company’s share of the profit or loss and other comprehensive income (“OCI”) of equity-accounted investees, until the date on which significant influence or joint control ceases. As of June 30, 2019, we had contributed to the Export Terminal Joint Venture $90.5 million of our expected $155.0 million share of the capital cost of the construction for the Marine Export Terminal. On July 9, 2019, we made an additional $12.5 million capital contribution to the Export Terminal Joint Venture. A discussion of the Company’s significant accounting policies can be found in the Company’s consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on April 1, 2019. There have been no material changes to these policies in the six month period ended June 30, 2019, apart from the below:On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases, (‘Topic 842’), which supersedes Topic 840, Leases and requires lessees to recognize most leases on-balance sheet and disclose key information about leasing arrangements. ASU 2016-02 was subsequently amended by ASU 2018-10, Codification Improvements to Topic 842 Leases; ASU 2018-11, Targeted Improvements, which clarifies and corrects errors in ASC 842; and ASU 2018-20, Narrow-Scope Improvements for Lessors. The effective date and transition requirements in ASU 2018-10, ASU 2018-11 and ASU 2018-20 are the same as the effective date and transition requirements of ASU 2016-02. The Company has elected all of the standard’s practical expedients in ASC 842-10-65-1(f) as a package on adoption. We have not elected the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.We used the effective date as our date of initial application. Consequently, for dates and periods prior to January 1, 2019, financial information will not be updated, and the disclosures required under the new standard will not be provided. The new standard established a right- of use ( “ ROU ” ) model that requires a lessee to recognize a ROU asset, representing the right to use the asset for a specified period of time and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Existing leases with a contracted term of less than 12 months on January 1, 2019 are classified as short-term leases on adoption of the new standard and qualify for an exemption from recognizing ROU assets or lease liabilities for periods presented after January 1, 2019. Leases for lessees under ASU 2016-02 are classified as financing or operating, with classification affecting the pattern and classification of expense recognition in the income statement.Under ASU 2016-02 we have recognized new ROU assets and liabilities on our balance sheet for our operating leases, relating to long-term commitments for our offices in London, New York and Gdynia. At the adoption date of January 1, 2019, we had no short-term lease commitments. Lease liabilities and right-of-use assets for operating leases are initially measured at the present value of the lease payments not yet paid, discounted using the discount rate for the lease determined at the later of the date of initial application or the lease commencement date. As a lessee, the Company has elected not to separate lease and non-lease components pertaining to operating lease payments. The discount rate used is the Company’s incremental borrowing rate, defined as the rate of interest that the Company as lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Consequently, operating lease liabilities of $7.8 million, based on the present value of the remaining minimum rental payments; and ROU assets of $7.3 million have been recognized on the Company’s unaudited condensed consolidated balance sheet as of June 30, 2019, with accretion of the liabilities and amortization of the ROU assets over the remaining length of the lease terms. At June 30, 2019, based on the remaining lease liabilities, the weighted average remaining lease term was 6.9 years. At June 30, 2019, the weighted average discount rate across the three leases was 5.56%.The lease for our office in Poland is subject to annual indexation each January according to the Eurozone All Items Monetary Union Index of Consumer Prices (“MUICP”) index as quoted for the previous year. ASU 2016-02 requires lessees to include such variable lease payments in the value of the remaining lease payments and, therefore, in the measurement of a lessee’s lease liabilities at the adoption date of January 1, 2019. The lease payments relating to the Poland office lease are not remeasured at the beginning of each year, the effect of future increases in MUICP are recognized as part of lease-related costs in each year and classified as variable lease costs. For the three and six months ended June 30, 2019, total operating lease costs were $0.4 million and $0.7 million respectively, which include immaterial variable lease costs and are presented within General and Administrative costs within these unaudited condensed consolidated statements of income and cash flows from operating activities within the unaudited condensed consolidated statements of cash flows. The new standard also requires lessors to classify leases as a sales-type, direct financing, or operating lease. A lease is a sales-type lease if any one of five criteria are met, each of which indicate that the lease in effect, transfers control of the underlying assets to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating that the lessor has transferred substantially all of the risks and benefits of the underlying asset to the lessee and a third-party, the lease is a direct financing lease. All lessor leases that are not sales-type or direct financing leases are operating leases. For the Company as a lessor, in applying ASU 2016-02, we believe that our vessels contracted under voyage charters or contracts of affreightment do not qualify as leases, as the charterer does not have the right to operate the asset and we maintain the right to direct the use of the asset during the period of charter hire. Vessels on time charters will continue to qualify as operating leases, when the charterer has the right to obtain substantially all of the benefits and can direct how and for what purposes the vessel will be used, and the Company has no substantive substitution rights. Time charters do not qualify as direct finance leases under ASU 2016-02 as the present value of the sum of the lease payments does not exceed the fair value of the underlying vessel.The Company has elected, as a package, the practical expedients available in ASC 842-10-65-1(f) to not re-assess whether any existing or expired contracts are, or contain leases, for voyages in progress at the adoption date of January 1, 2019. We have assessed new charter contracts signed after the adoption date for whether they are, or contain, leases and should be recognized under ASU 2016-02. Charter contracts that do not contain a lease will be accounted for under Topic 606. Please read Note 2— (Revenue Recognition) to the unaudited condensed consolidated financial statements. The adoption of ASU 2016-02 has not resulted in a change to the classification of time charters, voyage charters or contracts of affreightment, the period over which we recognize revenue and, as a lessor, there has been no significant impact on our consolidated financial statements or cash flows as a result.On January 1, 2019, the Company adopted ASU 2018-11, Leases—Targeted Improvements, which contains an amendment to ASU 2016-02 that would allow lessors to elect, as a practical expedient, by class of underlying asset, not to separate lease and non-lease components of a contract. The amendment allows these components to be accounted for as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606) and both of the following are met: (i) the timing and pattern of transfer for the lease component and non-lease components associated with that lease component are the same and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Also, the ASU states that if the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity should account for the combined component in accordance with Topic 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with Topic 842. The Company has elected the package of practical expedients, as mentioned above. In addition, the Company has performed a qualitative analysis of each of its time charter contracts to determine whether the lease or non-lease component is the predominant component of the contract. The Company concluded that the lease component is the predominant component as the lessee would attribute more value to the ability to direct the use of the vessel rather than to the technical and crewing services to operate the vessel which are add-on services to the lessee. Accordingly, revenue from vessels under time charters, which are accounted as lease revenue for under ASC 842, are presented as a single lease component.ASU 2018-11 also created a new, optional, transition method for implementing ASU 2016-02, which can only be adopted by entities either at (1) the beginning of the company’s first reporting period after issuance or (2) the entity’s mandatory ASU 2016-02 effective date. This choice of method affects only the timing of when an entity applies the transition provisions. The Company has applied this optional transitional method on January 1, 2019. Under this transition method, a cumulative-effect adjustment to the consolidated statement of shareholder’s equity of $0.1 million was recorded which represents the amounts of expense that would not have been recognized in retained earnings for the year ended December 31, 2018. The presentation of the consolidated financial statements for comparative periods has remained unchanged.On January 1, 2019, the Company adopted ASU 2019-01, Leases (Topic 842); Codification Improvements, which, amongst other things, aligns the guidance in Topic 842 for determining fair value and its application to lease classification and measurement for lessors that are not manufacturers or dealers with that of existing guidance; and clarifies that lessees and lessors are exempt from a certain interim disclosure requirement associated with adopting the new leases standard within the fiscal year of adoption. This standard is effective on adoption of ASU 2016-02, the new leasing standard. The company adopted ASU 2016-02 and ASU 2019-01 on January 1, 2019. Accordingly, interim disclosures about the effect on income of adoption of ASC 842 are excluded from the required disclosures in these unaudited financial statements, in a manner similar to the annual disclosures in ASC 250-10-50-1(b)(2). On January 1, 2019, the Company adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which more closely aligns the accounting for employee and nonemployee share-based payments. We adopted the new standard with effect from January 1, 2019, and the adoption of this standard did not have an impact on our unaudited condensed consolidated financial statements and related disclosures.In August 2018, the SEC adopted final rules under SEC Release No. 33-10532, Disclosure Update and Simplification (“DUSTR”), amending and expanding certain disclosure requirements. The DUSTR rules became effective on November 5, 2018 and must be applied to any filings after that date. The rules require, among other things, that registrants include in their interim financial statements a reconciliation of changes in shareholders’ equity in the notes or as a separate statement that reconciles the beginning balance to the ending balance of each caption in shareholders’ equity for each period for which an income statement is required to be filed. The Company has applied the new SEC disclosure requirements to these unaudited condensed consolidated financial statements.These unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance U.S. GAAP for interim reporting. As such, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. It is recommended that these financial statements be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2018 included in our Form 20-F filed on April 1, 2019. The results for the three and six months ended June 30, 2019 are not necessarily indicative of results for the full 2019 fiscal year or any other future periods.Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses, which changes the recognition model for the impairment of financial instruments, including accounts receivable, loans and held-to-maturity debt securities, among others. ASU 2016-13 is required to be adopted by public business entities using the modified retrospective method for periods beginning after December 15, 2019, with early adoption permitted for fiscal periods beginning after December 15, 2018. We plan to adopt ASU 2016-13 on January 1, 2020 and we are currently assessing the impact that this update will have on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, (Topic 820), which modifies the disclosure requirements for financial instruments measured at fair value. ASU 2018-13 is required to be adopted for public business entities by January 1, 2020, with early adoption permitted from the date of issuance of ASU 2018-13. We plan to adopt ASU 2018-13 on January 1, 2020 and we are currently assessing the impact that this update will have on our consolidated financial statements.In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810), which contains updated guidance for the financial reporting associated with consolidation of variable interest entities (VIEs). ASU 2018-17 is required to be adopted for public business entities by January 1, 2020. We plan to adopt ASU 2018-17 on January 1, 2020 and we are currently assessing the impact that this update will have on our consolidated financial statements.In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses which, amongst other things, clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the lease standard, ASU 2016-02. ASU 2018-19 is required to be adopted at the same time as ASU 2016-13. We plan to adopt both standards on January 1, 2020 and we are currently assessing the impact that this update will have on our consolidated financial statements.In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments which, amongst other things, clarifies certain aspects of accounting for credit losses, hedging activities and financial instruments respectively. The amendments within ASU 2019-04 have various effective dates of adoption. The amendments within ASU 2019-04 relating to Topic 815, Derivatives and Hedging are effective from the first annual reporting period beginning after April 25, 2019, which for the Company, will be the period ending December 31, 2020 and we plan to adopt the amendments on that date. The Company has no derivatives for which hedge accounting has been applied and as such, the amendments contained in this section of ASU 2019-04 are not applicable and will have no impact on our consolidated financial statements on adoption. The amendments relating to Topic 326 and Topic 825 are required to be adopted by public business entities for periods after December 15, 2019. We plan to adopt these amendments on January 1, 2020 and we are currently assessing the impact that the updates will have on our consolidated financial statements.In May 2019, the FASB issued ASU
2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief which provides transition relief for entities adopting the credit losses standard, ASU 2016-13. Specifically, ASU 2019-05 amends ASU 2016-13 to allow companies to irrevocably elect, on adoption of ASU 2016-13, the fair value option for financial instruments that were previously recorded at amortized cost, are within the scope of the guidance in ASC 326-20, are eligible for the fair value option under ASC 825-20 and are not held-to-maturity debt securities. ASU 2019-05 is required to be adopted at the same time as ASU 2016-13. We plan to adopt both ASU 2016-13 and ASU 2019-05 on January 1, 2020 and we are currently assessing the impact that this update will have on our consolidated financial statements. |
Commitments and Contingencies (Tables) |
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Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Contractual Obligations | The contractual obligations schedule set forth below summarizes our contractual obligations excluding interest payable as of June 30, 2019.
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Investment in Equity Accounted Joint Venture - Additional Information (Detail) |
Jun. 30, 2019 |
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Ethylene Marine Export Terminal [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Economic interest in building and operating marine export terminal | 50.00% |
Share-Based Compensation (Tables) |
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Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Share Grant Activity | Restricted share grant activity for the year ended December 31, 2018 and six months ended June 30, 2019 was as follows:
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Summary of Stock Option Activity | The movement in the existing share options for the year ended December 31, 2018 and the six months ended June 30, 2019 was as follows:
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Basis of Presentation (Policies) |
6 Months Ended |
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Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Navigator Holdings Ltd. (the “Company”), unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair presentation of the financial position of the Company and its subsidiaries as of June 30, 2019; the results of operations for the three and six months ended June 30, 2018 and 2019, the statement of stockholders’ equity for the three and six months ended June 30, 2018 and 2019, and cash flows for the six months ended June 30, 2018 and 2019. Unless the context otherwise requires, all references in the unaudited condensed consolidated financial statements to “our,” “we,” and “us” refer to the Company. As of June 30, 2019, our total current liabilities exceeded our total current assets by $2.0 million. This net current liability is primarily due to a lower cash balance as a result of losses incurred during the six months ended June 30, 2019, as well as capital contributions we made to our Export Terminal Joint Venture to fund a portion of our remaining share of the capital cost for the construction of the Marine Export Terminal. As of June 30, 2019, we had $36.0 million available under the March 2019 Terminal Credit Facility to be used solely to pay capital contributions relating to the Marine Export Terminal as well as an aggregate of $ 35.0 million available borrowing capacity under one of our revolving credit facilities, which, in addition to cash generated from operations, we expect will cover this net current liability shortfall of $2.0 million. On January 31, 2018, the Company announced the execution of definitive agreements creating the Export Terminal Joint Venture. Interests in joint ventures are accounted for using the equity method. They are recognized initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Company’s share of the profit or loss and other comprehensive income (“OCI”) of equity-accounted investees, until the date on which significant influence or joint control ceases. As of June 30, 2019, we had contributed to the Export Terminal Joint Venture $90.5 million of our expected $155.0 million share of the capital cost of the construction for the Marine Export Terminal. On July 9, 2019, we made an additional $12.5 million capital contribution to the Export Terminal Joint Venture. A discussion of the Company’s significant accounting policies can be found in the Company’s consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on April 1, 2019. There have been no material changes to these policies in the six month period ended June 30, 2019, apart from the below:On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases, (‘Topic 842’), which supersedes Topic 840, Leases and requires lessees to recognize most leases on-balance sheet and disclose key information about leasing arrangements. ASU 2016-02 was subsequently amended by ASU 2018-10, Codification Improvements to Topic 842 Leases; ASU 2018-11, Targeted Improvements, which clarifies and corrects errors in ASC 842; and ASU 2018-20, Narrow-Scope Improvements for Lessors. The effective date and transition requirements in ASU 2018-10, ASU 2018-11 and ASU 2018-20 are the same as the effective date and transition requirements of ASU 2016-02. The Company has elected all of the standard’s practical expedients in ASC 842-10-65-1(f) as a package on adoption. We have not elected the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.We used the effective date as our date of initial application. Consequently, for dates and periods prior to January 1, 2019, financial information will not be updated, and the disclosures required under the new standard will not be provided. The new standard established a right- of use ( “ ROU ” ) model that requires a lessee to recognize a ROU asset, representing the right to use the asset for a specified period of time and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Existing leases with a contracted term of less than 12 months on January 1, 2019 are classified as short-term leases on adoption of the new standard and qualify for an exemption from recognizing ROU assets or lease liabilities for periods presented after January 1, 2019. Leases for lessees under ASU 2016-02 are classified as financing or operating, with classification affecting the pattern and classification of expense recognition in the income statement.Under ASU 2016-02 we have recognized new ROU assets and liabilities on our balance sheet for our operating leases, relating to long-term commitments for our offices in London, New York and Gdynia. At the adoption date of January 1, 2019, we had no short-term lease commitments. Lease liabilities and right-of-use assets for operating leases are initially measured at the present value of the lease payments not yet paid, discounted using the discount rate for the lease determined at the later of the date of initial application or the lease commencement date. As a lessee, the Company has elected not to separate lease and non-lease components pertaining to operating lease payments. The discount rate used is the Company’s incremental borrowing rate, defined as the rate of interest that the Company as lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Consequently, operating lease liabilities of $7.8 million, based on the present value of the remaining minimum rental payments; and ROU assets of $7.3 million have been recognized on the Company’s unaudited condensed consolidated balance sheet as of June 30, 2019, with accretion of the liabilities and amortization of the ROU assets over the remaining length of the lease terms. At June 30, 2019, based on the remaining lease liabilities, the weighted average remaining lease term was 6.9 years. At June 30, 2019, the weighted average discount rate across the three leases was 5.56%.The lease for our office in Poland is subject to annual indexation each January according to the Eurozone All Items Monetary Union Index of Consumer Prices (“MUICP”) index as quoted for the previous year. ASU 2016-02 requires lessees to include such variable lease payments in the value of the remaining lease payments and, therefore, in the measurement of a lessee’s lease liabilities at the adoption date of January 1, 2019. The lease payments relating to the Poland office lease are not remeasured at the beginning of each year, the effect of future increases in MUICP are recognized as part of lease-related costs in each year and classified as variable lease costs. For the three and six months ended June 30, 2019, total operating lease costs were $0.4 million and $0.7 million respectively, which include immaterial variable lease costs and are presented within General and Administrative costs within these unaudited condensed consolidated statements of income and cash flows from operating activities within the unaudited condensed consolidated statements of cash flows. The new standard also requires lessors to classify leases as a sales-type, direct financing, or operating lease. A lease is a sales-type lease if any one of five criteria are met, each of which indicate that the lease in effect, transfers control of the underlying assets to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating that the lessor has transferred substantially all of the risks and benefits of the underlying asset to the lessee and a third-party, the lease is a direct financing lease. All lessor leases that are not sales-type or direct financing leases are operating leases. For the Company as a lessor, in applying ASU 2016-02, we believe that our vessels contracted under voyage charters or contracts of affreightment do not qualify as leases, as the charterer does not have the right to operate the asset and we maintain the right to direct the use of the asset during the period of charter hire. Vessels on time charters will continue to qualify as operating leases, when the charterer has the right to obtain substantially all of the benefits and can direct how and for what purposes the vessel will be used, and the Company has no substantive substitution rights. Time charters do not qualify as direct finance leases under ASU 2016-02 as the present value of the sum of the lease payments does not exceed the fair value of the underlying vessel.The Company has elected, as a package, the practical expedients available in ASC 842-10-65-1(f) to not re-assess whether any existing or expired contracts are, or contain leases, for voyages in progress at the adoption date of January 1, 2019. We have assessed new charter contracts signed after the adoption date for whether they are, or contain, leases and should be recognized under ASU 2016-02. Charter contracts that do not contain a lease will be accounted for under Topic 606. Please read Note 2— (Revenue Recognition) to the unaudited condensed consolidated financial statements. The adoption of ASU 2016-02 has not resulted in a change to the classification of time charters, voyage charters or contracts of affreightment, the period over which we recognize revenue and, as a lessor, there has been no significant impact on our consolidated financial statements or cash flows as a result.On January 1, 2019, the Company adopted ASU 2018-11, Leases—Targeted Improvements, which contains an amendment to ASU 2016-02 that would allow lessors to elect, as a practical expedient, by class of underlying asset, not to separate lease and non-lease components of a contract. The amendment allows these components to be accounted for as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606) and both of the following are met: (i) the timing and pattern of transfer for the lease component and non-lease components associated with that lease component are the same and (ii) the lease component, if accounted for separately, would be classified as an operating lease. Also, the ASU states that if the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity should account for the combined component in accordance with Topic 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with Topic 842. The Company has elected the package of practical expedients, as mentioned above. In addition, the Company has performed a qualitative analysis of each of its time charter contracts to determine whether the lease or non-lease component is the predominant component of the contract. The Company concluded that the lease component is the predominant component as the lessee would attribute more value to the ability to direct the use of the vessel rather than to the technical and crewing services to operate the vessel which are add-on services to the lessee. Accordingly, revenue from vessels under time charters, which are accounted as lease revenue for under ASC 842, are presented as a single lease component.ASU 2018-11 also created a new, optional, transition method for implementing ASU 2016-02, which can only be adopted by entities either at (1) the beginning of the company’s first reporting period after issuance or (2) the entity’s mandatory ASU 2016-02 effective date. This choice of method affects only the timing of when an entity applies the transition provisions. The Company has applied this optional transitional method on January 1, 2019. Under this transition method, a cumulative-effect adjustment to the consolidated statement of shareholder’s equity of $0.1 million was recorded which represents the amounts of expense that would not have been recognized in retained earnings for the year ended December 31, 2018. The presentation of the consolidated financial statements for comparative periods has remained unchanged.On January 1, 2019, the Company adopted ASU 2019-01, Leases (Topic 842); Codification Improvements, which, amongst other things, aligns the guidance in Topic 842 for determining fair value and its application to lease classification and measurement for lessors that are not manufacturers or dealers with that of existing guidance; and clarifies that lessees and lessors are exempt from a certain interim disclosure requirement associated with adopting the new leases standard within the fiscal year of adoption. This standard is effective on adoption of ASU 2016-02, the new leasing standard. The company adopted ASU 2016-02 and ASU 2019-01 on January 1, 2019. Accordingly, interim disclosures about the effect on income of adoption of ASC 842 are excluded from the required disclosures in these unaudited financial statements, in a manner similar to the annual disclosures in ASC 250-10-50-1(b)(2). On January 1, 2019, the Company adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which more closely aligns the accounting for employee and nonemployee share-based payments. We adopted the new standard with effect from January 1, 2019, and the adoption of this standard did not have an impact on our unaudited condensed consolidated financial statements and related disclosures.In August 2018, the SEC adopted final rules under SEC Release No. 33-10532, Disclosure Update and Simplification (“DUSTR”), amending and expanding certain disclosure requirements. The DUSTR rules became effective on November 5, 2018 and must be applied to any filings after that date. The rules require, among other things, that registrants include in their interim financial statements a reconciliation of changes in shareholders’ equity in the notes or as a separate statement that reconciles the beginning balance to the ending balance of each caption in shareholders’ equity for each period for which an income statement is required to be filed. The Company has applied the new SEC disclosure requirements to these unaudited condensed consolidated financial statements.These unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance U.S. GAAP for interim reporting. As such, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. It is recommended that these financial statements be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2018 included in our Form
20-F filed on April 1, 2019. The results for the three and six months ended June 30, 2019 are not necessarily indicative of results for the full 2019 fiscal year or any other future periods. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses, which changes the recognition model for the impairment of financial instruments, including accounts receivable, loans and held-to-maturity debt securities, among others. ASU 2016-13 is required to be adopted by public business entities using the modified retrospective method for periods beginning after December 15, 2019, with early adoption permitted for fiscal periods beginning after December 15, 2018. We plan to adopt ASU 2016-13 on January 1, 2020 and we are currently assessing the impact that this update will have on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, (Topic 820), which modifies the disclosure requirements for financial instruments measured at fair value. ASU 2018-13 is required to be adopted for public business entities by January 1, 2020, with early adoption permitted from the date of issuance of ASU 2018-13. We plan to adopt ASU 2018-13 on January 1, 2020 and we are currently assessing the impact that this update will have on our consolidated financial statements.In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810), which contains updated guidance for the financial reporting associated with consolidation of variable interest entities (VIEs). ASU 2018-17 is required to be adopted for public business entities by January 1, 2020. We plan to adopt ASU 2018-17 on January 1, 2020 and we are currently assessing the impact that this update will have on our consolidated financial statements.In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses which, amongst other things, clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the lease standard, ASU 2016-02. ASU 2018-19 is required to be adopted at the same time as ASU 2016-13. We plan to adopt both standards on January 1, 2020 and we are currently assessing the impact that this update will have on our consolidated financial statements.In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments which, amongst other things, clarifies certain aspects of accounting for credit losses, hedging activities and financial instruments respectively. The amendments within ASU 2019-04 have various effective dates of adoption. The amendments within ASU 2019-04 relating to Topic 815, Derivatives and Hedging are effective from the first annual reporting period beginning after April 25, 2019, which for the Company, will be the period ending December 31, 2020 and we plan to adopt the amendments on that date. The Company has no derivatives for which hedge accounting has been applied and as such, the amendments contained in this section of ASU 2019-04 are not applicable and will have no impact on our consolidated financial statements on adoption. The amendments relating to Topic 326 and Topic 825 are required to be adopted by public business entities for periods after December 15, 2019. We plan to adopt these amendments on January 1, 2020 and we are currently assessing the impact that the updates will have on our consolidated financial statements.In May 2019, the FASB issued ASU
2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief which provides transition relief for entities adopting the credit losses standard, ASU 2016-13. Specifically, ASU 2019-05 amends ASU 2016-13 to allow companies to irrevocably elect, on adoption of ASU 2016-13, the fair value option for financial instruments that were previously recorded at amortized cost, are within the scope of the guidance in ASC 326-20, are eligible for the fair value option under ASC 825-20 and are not held-to-maturity debt securities. ASU 2019-05 is required to be adopted at the same time as ASU 2016-13. We plan to adopt both ASU 2016-13 and ASU 2019-05 on January 1, 2020 and we are currently assessing the impact that this update will have on our consolidated financial statements. |
Secured Term Loan Facilities and Revolving Credit Facilities (Tables) |
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Schedule of Breakdown of Secured Term Loan Facilities and Total Deferred Financing Costs Split Between Current and Non-Current Liabilities | The following table shows the breakdown of secured term loan facilities and total deferred financing costs split between current and
non-current liabilities at December 31, 2018 and June 30, 2019:
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Schedule of Breakdown of Secured Term Loan Facilities and Total Deferred Financing Costs Split Between Current and Non-Current Liabilities | The following table shows the breakdown of our senior secured bond and total deferred financing costs as of December 31, 2018 and June 30, 2019:
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2017 Senior Unsecured Bonds [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Breakdown of Secured Term Loan Facilities and Total Deferred Financing Costs Split Between Current and Non-Current Liabilities | The following table shows the breakdown of our senior unsecured bond and total deferred financing costs at December 31, 2018 and June 30, 2019:
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Secured Term Loan Facilities and Revolving Credit Facilities - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 25, 2019 |
Jun. 30, 2019 |
Dec. 31, 2018 |
|
Debt Instrument [Line Items] | |||
Cash balance required | $ 47,285 | $ 71,515 | |
January 2015 Secured Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility term | 6 years | ||
Credit facility, periodic payment | $ 31,400 | ||
Credit facility, final payment | $ 75,600 | ||
Aggregate fair value of collateral vehicles required for borrowings under facility | 130.00% | ||
Credit facility, expiring period | 2025-03 | ||
January 2015 Secured Term Loan Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Cash balance required | $ 35,000 | ||
March 2019 Terminal Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, amount outstanding | 104,700 | ||
Credit facility, periodic payment | $ 2,300 | ||
Frequency Of Instalment Payments | repayable in equal quarterly instalments | ||
March 2019 Secured Term Loan [Member | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 107,000 | ||
Debt instrument covenant description | an amount equal to or greater than (i) $35.0 million, or (ii) 5% of Net Debt or total debt, as applicable, whichever is greater; and the aggregate fair market value of the collateral vessels must be no less than 130% of the aggregate outstanding borrowing under the facility. | ||
Final Payment Payable | $ 52,100 | ||
Debt Issuance Costs, Net | $ 1,400 | ||
March 2019 Secured Term Loan [Member | ASC 47050 [Member] | |||
Debt Instrument [Line Items] | |||
Description Of Debt Modification Conditions | ASC 470-50—Debt Modifications states that if re-financing of a loan results in the present value of future cash flows being modified by more than 10%, it is considered to have ‘substantially different terms’ from the original loan and is accounted for as a debt extinguishment and the new loan treated as the issuance of new debt. The 10% cash flow test was performed, and it was concluded that the present value of future cash flows on a lender-by-lender basis have not been modified by more than 10%. Issuance costs for the March 2019 |
Fair Value of Financial Instruments Not Accounted For at Fair Value - Schedule of Estimated Fair Value and Carrying Value of Assets and Liabilities Measured at Fair Value on Recurring Basis, Non-recurring Basis (Detail) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
||
---|---|---|---|---|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Secured term loan facilities and revolving credit facility, Carrying Amount (Liability) | $ (692,026) | $ (675,738) | ||
2018 Bonds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Bonds, Carrying amount | (70,289) | (69,337) | ||
Secured term loan facilities and revolving credit facility, Carrying Amount (Liability) | [1] | (71,697) | ||
2017 Bonds [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Bonds, Carrying Amount | (100,000) | (100,000) | ||
Secured term loan facilities and revolving credit facility, Carrying Amount (Liability) | (100,000) | |||
Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Secured term loan facilities and revolving credit facility, Carrying Amount (Liability) | (100,000) | (96,481) | ||
Senior unsecured bond, Fair Value (Liability) | (69,235) | (66,004) | ||
Secured term loan facilities and revolving credit facility, Fair Value (Liability) | $ (592,255) | $ (588,713) | ||
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Share-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) |
6 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Mar. 17, 2018 |
Jun. 30, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Jan. 01, 2018 |
|
Options | |||||
Beginning Balance | 154,685 | ||||
Vested | (148,387) | (148,387) | |||
Forfeited during the period | (6,298) | ||||
Granted during the period | $ 6,000 | ||||
Ending Balance | 6,000 | 154,685 | |||
Weighted-Average Exercise Price | |||||
Beginning Balance | $ 17.80 | ||||
Forfeited during the period | $ 23.85 | ||||
Granted during the period | 18.95 | ||||
Ending Balance | $ 18.95 | $ 17.80 | |||
Weighted-Average Remaining Contractual Term (years) | |||||
Weighted-Average Remaining Contractual Term (years) | 5 years 6 months 7 days | 6 years 8 months 12 days | |||
Granted during the period | 5 years 6 months 7 days | ||||
Aggregate Intrinsic Value | $ 0 | $ 0 | $ 0 |
Vessel in Operation - Additional Information (Detail) $ in Thousands |
Jun. 30, 2019
USD ($)
Vessels
|
Dec. 31, 2018
USD ($)
|
Dec. 31, 2017
Vessels
|
---|---|---|---|
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 1,167 | $ 1,299 | |
Time Charter Agreements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, cost | 1,183,500 | 1,337,000 | |
Property, plant and equipment, net | $ 917,600 | 1,084,000 | |
Number of vessels contracted | Vessels | 21 | 23 | |
Collateralized Loan Obligations [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 1,512,900 | $ 1,509,000 |
Revenue Recognition - Summary of Operating Revenue by Source of Revenue Stream (Detail) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|||
Revenues | $ 73,586 | $ 73,163 | $ 149,689 | $ 150,970 | ||
Time Charters [Member] | ||||||
Revenues | 37,735 | 44,002 | 78,357 | 86,168 | ||
Voyage Charters [Member] | ||||||
Revenues | [1] | $ 35,851 | $ 29,161 | $ 71,332 | $ 64,802 | |
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Investment in Equity Accounted Joint Venture |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment in Equity Accounted Joint Venture |
The table below represents the Company’s investment into the Export Terminal Joint Venture, pursuant to which the Company has a 50% economic interest in building and operating the Marine Export Terminal, at December 31, 2018 and June 30, 2019:
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Derivative Instruments Accounted for at Fair value |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments Accounted for at Fair value |
The Company uses derivative instruments in accordance with its overall risk management policy to mitigate our risk to the effects of unfavorable fluctuations in foreign exchange movements. The Company entered into a cross-currency interest rate swap agreement concurrently with the issuance of its NOK denominated senior secured bonds (see Note 7—Senior Secured Bond) and pursuant to this swap, the Company receives the principal amount of NOK 600 million in exchange for a payment of a fixed amount of $71.7 million on the maturity date of the swap. 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 $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 to mature in 2023.The cross-currency interest rate swap is remeasured to fair value at each reporting date and has been categorized as level two on the fair value measurement hierarchy. The fair value of the cross-currency interest rate swap agreement is the estimated amount that we would pay to sell or transfer the swap at the reporting date, taking into account current interest rates, foreign exchange rates and the current credit worthiness of the swap counterparties. The estimated amount is the present value of future cash flows. The Company transacts all of these derivative instruments through investment-grade rated financial institutions at the time of the transaction. It is possible that the amount recorded as a derivative asset or liability could vary by a material amount in the near term if there is volatility in the credit markets. The fair value of this non-designated derivative instrument is presented in the Company’s consolidated balance sheet and the change in fair value is presented in the consolidated statement of income. The movement in the fair value of the non-designated cross-currency interest rate swap resulted in unrealized gains of $0.9 million and $1.6 million for the three and six months ended June 30, 2019 respectively. There is no impact on the cash flows from the remeasurement at each reporting date.The following table includes the estimated fair value of those assets and liabilities that are measured at fair value on a recurring basis and are carried at fair value at December 31, 2018 and June 30, 2019:
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Commitments and Contingencies |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies |
The contractual obligations schedule set forth below summarizes our contractual obligations excluding interest payable as of June 30, 2019.
The Company occupies office space in London with a lease that commenced in January 2017 for a period of 10 years with a mutual break option in January 2022, which is the anniversary from the lease commencement date. This break option has not been recognized as part of the right-of-use asset and lease liability associated with the lease. The gross rent per year is approximately $1.1 million.The Company entered into a lease for office space in New York that commenced June 1, 2017 and expires on May 31, 2020 . An option to extend the lease for a further two years has been recognized as part of the right-of-use asset and lease liability associated with the lease. The annual gross rent under this lease is approximately $0.4 million, subject to certain adjustments.The lease term for our representative office in Gdynia, Poland is for a period of five years January 2017. The gross rent per year is approximately $60,000. The weighted average remaining contractual lease term for the above three office leases on June 30, 2019 was 2.4 years. |
Vessels in Operation (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels In Operation [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels |
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Derivative Instruments Accounted for at Fair value (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Estimated Fair Value and Carrying Value of Assets and Liabilities Measured at Fair Value on Recurring Basis, Non-recurring Basis | The following table includes the estimated fair value of those assets and liabilities that are measured at fair value on a recurring basis and are carried at fair value at December 31, 2018 and June 30, 2019:
|
Senior Secured Bond - Additional Information (Detail) |
6 Months Ended | ||||
---|---|---|---|---|---|
Nov. 02, 2018
USD ($)
|
Jun. 30, 2019
USD ($)
|
Jun. 30, 2019
NOK (kr)
|
Dec. 31, 2018
USD ($)
|
Nov. 02, 2018
NOK (kr)
|
|
Debt Instrument [Line Items] | |||||
Minimum liquidity to be maintained, amount | $ 47,285,000 | $ 71,515,000 | |||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate on bond | 2.50% | ||||
2018 Senior Secured Bonds [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | kr | kr 600,000,000 | kr 600,000,000 | |||
Variable interest rate on bond | 6.00% | ||||
Debt instrument maturity date | Nov. 02, 2023 | ||||
Debt instrument variable rate description | The 2018 Bonds bear interest at a rate equal to the 3-month NIBOR plus 6.0% per annum, calculated on a 360-day year basis and mature on November 2, 2023. | ||||
Interest payment description on bond | Interest is payable quarterly in arrears on February 2, May 2, August 2 and November 2. | ||||
Debt instrument redemption description | The Company may redeem the 2018 Bonds, in whole or in part, at any time beginning on or after November 2, 2021. Any 2018 Bonds redeemed from November 2, 2021 until November 1, 2022, are redeemable at 102.4% of par, from November 2, 2022 until May 1, 2023, are redeemable at 101.5% 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. | ||||
Debt instrument covenant description | The financial covenants each as defined within the bond agreement are: (a) The issuer shall ensure that the Group (meaning “the Company and its subsidiaries”) maintains a minimum liquidity of no less than $25.0 million and (b) maintain a Group equity ratio of at least 30% (as defined in the 2018 Bond Agreement). At June 30, 2019, the Company was in compliance with all covenants for the 2018 Bonds. | ||||
2018 Senior Secured Bonds [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Minimum liquidity to be maintained, amount | $ 25,000,000.0 | ||||
Gross Equity ratio | 30.00% | ||||
2018 Senior Secured Bonds [Member] | November 2, 2021 through November 1, 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument redeemable percentage | 102.40% | ||||
2018 Senior Secured Bonds [Member] | November 2, 2022 through May 1, 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument redeemable percentage | 101.50% | ||||
2018 Senior Secured Bonds [Member] | May 2, 2023 through Maturity Date [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument redeemable percentage | 100.00% | ||||
2018 Senior Secured Bonds [Member] | Redemption of Bonds [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument redeemable percentage | 101.00% | ||||
Senior Secured Bonds [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Dividend payable percentage | 50.00% | ||||
Nordea Bank Abp [Member] | 2018 Senior Secured Bonds [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 71,700,000 | kr 600,000,000 | |||
Variable interest rate on bond | 6.608% | ||||
Debt instrument variable rate description | 6.608% plus 3-month U.S. LIBOR |
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