REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of Each Class |
Trading Symbol(s) |
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International Financial Reporting Standards as Issued by the International Accounting Standards Board ☐ |
Other ☐ |
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• | global epidemics or other health crises such as the outbreak of the novel coronavirus COVID-19 (“COVID-19”), including the impact on our business; |
• | future operating or financial results; |
• | pending acquisitions, business strategy and expected capital spending; |
• | operating expenses, availability of crew, number of off-hire days, drydocking requirements and insurance costs; |
• | fluctuations in currencies and interest rates; |
• | general market conditions and shipping market trends, including charter rates and factors affecting supply and demand; |
• | our ability to continue to comply with all our debt covenants; |
• | our financial condition and liquidity, including our ability to refinance our indebtedness as it matures or obtain additional financing in the future to fund capital expenditures, acquisitions and other corporate activities; |
• | estimated future capital expenditures needed to preserve our capital base; |
• | our expectations about the availability of vessels to purchase, 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; |
• | the availability and cost of low sulfur fuel oil compliant with the International Maritime Organization sulfur emission limit reductions, generally referred to as “IMO 2020,” which took effect January 1, 2020; |
• | our vessels engaging in ship to ship transfers of liquified petroleum gas (“LPG”) or petrochemical cargoes which may ultimately be discharged in sanctioned areas or to sanctioned individuals without our knowledge; |
• | changes in governmental rules and regulations or actions taken by regulatory authorities; |
• | potential liability from future litigation; |
• | our expectations relating to the payment of dividends; |
• | our ability to successfully remediate any material weaknesses in our internal control over financial reporting and our disclosure controls and procedures; |
• | our expectation regarding providing in-house technical management for certain vessels in our fleet and our success in providing such in-house technical management; |
• | our expectations regarding the financial success of the ethylene export marine terminal at Morgan’s Point, Texas (the “Marine Export Terminal”) and our related 50/50 joint venture with Enterprise Products Partners L.P (the “Export Terminal Joint Venture”) or the Luna Pool (as defined below); and |
• | other factors discussed in “Item 3—Key Information—Risk Factors” of this annual report. |
Item 1. |
Identity of Directors, Senior Management and Advisers |
Item 2. |
Offer Statistics and Expected Timetable |
Item 3. |
Key Information |
A. |
Selected Financial Data |
Navigator Holdings |
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Year Ended December 31, |
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2016 |
2017 |
2018 |
2019 |
2020 |
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(in thousands, except per share data, fleet data and average daily results) |
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Income Statement Data: |
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Operating revenues |
$ | 294,112 | $ | 298,595 | $ | 310,046 | $ | 301,385 | $ | 319,665 | ||||||||||
Operating revenues—Luna Pool collaborative arrangements |
— | — | — | — | 12,830 | |||||||||||||||
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Total operating revenues |
$ | 294,112 | $ | 298,595 | $ | 310,046 | $ | 301,385 | $ | 332,495 | ||||||||||
Operating expenses: |
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Brokerage commissions |
5,812 | 5,368 | 5,142 | 4,938 | 5,095 | |||||||||||||||
Voyage expenses |
42,201 | 55,542 | 61,634 | 55,310 | 63,372 | |||||||||||||||
Voyage expenses—Luna Pool collaborative arrangements |
— | — | — | — | 12,418 | |||||||||||||||
Vessel operating expenses |
90,854 | 100,968 | 106,719 | 111,475 | 109,503 | |||||||||||||||
Depreciation and amortization |
62,280 | 73,588 | 76,140 | 76,173 | 76,681 | |||||||||||||||
General and administrative costs |
14,504 | 15,947 | 18,931 | 20,878 | 23,871 | |||||||||||||||
Other Income |
— | — | — | — | (199 | ) | ||||||||||||||
Insurance recoverable from vessel repairs |
504 | — | — | — | — | |||||||||||||||
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Total operating expenses |
216,155 | 251,413 | 268,566 | 268,774 | 290,741 | |||||||||||||||
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Operating income |
$ | 77,957 | $ | 47,182 | $ | 41,480 | $ | 32,611 | $ | 41,754 | ||||||||||
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Foreign currency exchange gain/(loss) on senior secured bonds |
— | — | 2,360 | 969 | (1,931 | ) | ||||||||||||||
Unrealized (loss)/gain on non-designated derivative instruments |
— | — | (5,154 | ) | (615 | ) | 2,762 | |||||||||||||
Loss on repayment of 7.75% senior unsecured bonds |
— | — | — | — | (479 | ) | ||||||||||||||
Write off of deferred financing costs |
— | — | — | (403 | ) | (155 | ) | |||||||||||||
Net interest expense |
(32,142 | ) | (41,475 | ) | (44,054 | ) | (47,691 | ) | (40,672 | ) | ||||||||||
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Income/(loss) before income taxes |
$ | 45,815 | $ | 5,707 | $ | (5,368 | ) | $ | (15,129 | ) | $ | 1,279 | ||||||||
Income taxes |
(1,177 | ) | (397 | ) | (333 | ) | (352 | ) | (617 | ) | ||||||||||
Share of result of equity accounted joint ventures |
— | — | (38 | ) | (1,126 | ) | 651 | |||||||||||||
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Net income/(loss) |
$ | 44,638 | $ | 5,310 | $ | (5,739 | ) | $ | (16,607 | ) | $ | 1,313 | ||||||||
Net income attributable to non-controlling interest |
— | — | — | (99 | ) | (1,756 | ) | |||||||||||||
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Net income/(loss) attributable to stockholders of Navigator Holdings Ltd. |
$ | 44,638 | $ | 5,310 | $ | (5,739 | ) | $ | (16,706 | ) | $ | (443 | ) | |||||||
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Navigator Holdings |
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Year Ended December 31, |
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2016 |
2017 |
2018 |
2019 |
2020 |
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(in thousands, except per share data, fleet data and average daily results) |
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Earnings /(loss) per share |
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Basic |
$ | 0.81 | $ | 0.10 | $ | (0.10 | ) | $ | (0.30 | ) | $ | (0.01 | ) | |||||||
Diluted |
$ | 0.80 | $ | 0.10 | $ | (0.10 | ) | $ | (0.30 | ) | $ | (0.01 | ) | |||||||
Weighted average number of shares outstanding: |
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Basic |
55,418,626 | 55,508,974 | 55,629,023 | 55,792,711 | 55,885,376 | |||||||||||||||
Diluted |
55,794,481 | 55,881,454 | 55,629,023 | 55,792,711 | 55,885,376 |
Navigator Holdings |
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Year Ended December 31, |
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2016 |
2017 |
2018 |
2019 |
2020 |
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(in thousands, except per share data, fleet data and average daily results) |
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Balance Sheet Data (at end of period): |
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Cash, cash equivalents and restricted cash |
$ | 57,272 | $ | 62,109 | $ | 71,515 | $ | 66,130 | $ | 59,271 | ||||||||||
Total assets |
1,724,843 | 1,853,887 | 1,832,751 | 1,874,253 | 1,839,408 | |||||||||||||||
Total liabilities |
768,363 | 890,674 | 877,641 | 934,351 | 897,013 | |||||||||||||||
Total Navigator Holdings Ltd. stockholders’ equity |
956,480 | 963,213 | 955,110 | 939,803 | 940,540 | |||||||||||||||
Cash Flows Data: |
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Net cash provided by operating activities |
$ | 86,748 | $ | 75,921 | $ | 77,517 | $ | 49,700 | $ | 44,673 | ||||||||||
Net cash used in investing activities |
(238,153 | ) | (183,025 | ) | (42,327 | ) | (90,409 | ) | (16,151 | ) | ||||||||||
Net cash provided by / (used in) financing activities |
120,898 | 111,941 | (25,784 | ) | 35,324 | (35,381 | ) | |||||||||||||
Fleet Data: |
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Weighted average number of vessels (2) |
31.3 | 36.2 | 38.0 | 38.0 | 38.0 | |||||||||||||||
Ownership days (3) |
11,463 | 13,228 | 13,870 | 13,870 | 13,908 | |||||||||||||||
Available days (4) |
11,255 | 13,195 | 13,767 | 13,608 | 13,684 | |||||||||||||||
Operating days (5) |
9,888 | 11,564 | 12,247 | 11,813 | 11,880 | |||||||||||||||
Fleet utilization (6) |
87.9 | % | 87.6 | % | 89.0 | % | 86.8 | % | 86.8 | % | ||||||||||
Average Daily Results: |
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Time charter equivalent rate (7) |
$ | 25,476 | $ | 21,018 | $ | 20,284 | $ | 20,831 | $ | 21,573 | ||||||||||
Daily vessel operating expenses (8) |
$ | 7,925 | $ | 7,635 | $ | 7,694 | $ | 8,037 | $ | 7,873 | ||||||||||
Other Data: |
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EBITDA (1) |
$ | 140,237 | $ | 120,770 | $ | 114,788 | $ | 107,609 | $ | 119,283 | ||||||||||
Adjusted EBITDA (1) |
$ | 140,237 | $ | 120,770 | $ | 117,582 | $ | 107,801 | $ | 124,237 |
(1) |
EBITDA and Adjusted EBITDA are not measurements prepared in accordance with U.S. GAAP (non-GAAP financial measures). EBITDA represents net income before net interest expense, income taxes and depreciation and amortization. We define Adjusted EBITDA as EBITDA before foreign currency exchange gain or loss on senior secured bonds, unrealized gain or loss on non-designated derivative instruments, loss on repayment of senior unsecured bonds and the write off deferred financing costs. Management believes that EBITDA and Adjusted EBITDA are useful to investors in evaluating the operating performance of the Company. EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to consolidated net income, cash generated from operations or any measure prepared in accordance with U.S. GAAP, and our calculation of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies. |
• | EBITDA and Adjusted EBITDA do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; |
• | EBITDA and Adjusted EBITDA do not recognize the interest expense or the cash requirements necessary to service interest or principal payments on our debt; |
• | EBITDA and Adjusted EBITDA ignore changes in, or cash requirements for, our working capital needs; and |
• | other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. |
Navigator Holdings |
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Year Ended December 31, |
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2016 |
2017 |
2018 |
2019 |
2020 |
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(in thousands) | ||||||||||||||||||||
Net income/(loss) |
$ | 44,638 | $ | 5,310 | $ | (5,739 | ) | $ | (16,607 | ) | $ | 1,313 | ||||||||
Net interest expense |
32,142 | 41,475 | 44,054 | 47,691 | 40,672 | |||||||||||||||
Income taxes |
1,177 | 397 | 333 | 352 | 617 | |||||||||||||||
Depreciation and amortization |
62,280 | 73,588 | 76,140 | 76,173 | 76,681 | |||||||||||||||
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EBITDA |
$ | 140,237 | $ | 120,770 | $ | 114,788 | $ | 107,609 | $ | 119,283 | ||||||||||
Foreign currency exchange gain on senior secured bonds |
— | — | (2,360 | ) | (969 | ) | 1,931 | |||||||||||||
Unrealized loss on non-designated derivative instruments |
— | — | 5,154 | 615 | (2,762 | ) | ||||||||||||||
Loss on repayment of 7.75% senior secured bonds |
— | — | — | — | 479 | |||||||||||||||
Write off of deferred financing costs |
— | — | — | 403 | 155 | |||||||||||||||
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Adjusted EBITDA |
$ | 140,237 | $ | 120,770 | $ | 117,582 | $ | 107,658 | $ | 119,086 | ||||||||||
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(2) | We calculate the weighted average number of vessels during a period by dividing the number of total ownership days during that period by the number of calendar days during that period. |
(3) | We define ownership days as the aggregate number of days in a period that each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and the potential amount of revenue that we record during a period. |
(4) | We define available days as ownership days less aggregate off-hire days associated with scheduled maintenance, which includes drydockings, vessel upgrades or special or intermediate surveys. We use available days to measure the aggregate number of days in a period that our vessels should be capable of generating revenues. |
(5) | We define operating days as available days less the aggregate number of days that our vessels are off-hire for any reason other than scheduled maintenance. We use operating days to measure the aggregate number of days in a period that our vessels are providing services to our customers. |
(6) | We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during that period. We use fleet utilization to measure our ability to efficiently find suitable employment for our vessels. |
(7) | Time charter equivalent, (“TCE”), rate is a measure of the average daily revenue performance of a vessel. TCE is not calculated in accordance with U.S. GAAP. For all charters, we calculate TCE by dividing total operating revenues (excluding collaborative arrangements), less any voyage expenses (excluding collaborative arrangements), by the number of operating days for the relevant period. TCE rates exclude the effects of the collaborative arrangements, as operating days and fleet utilization, on which TCE rates are based, are calculated for our owned vessels, and not the average of all Pool vessels. Under a time charter, the charterer pays substantially all of the vessel voyage related expenses, whereas for voyage charters, also known as spot market charters, we pay all voyage expenses. TCE rate is a shipping industry performance measure used primarily to compare period-to-period |
Year Ended December 31, |
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2016 |
2017 |
2018 |
2019 |
2020 |
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(in thousands, except operating days and average daily time charter equivalent rate) |
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Fleet Data: |
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Operating revenues (excluding collaborative arrangements) |
$ | 294,112 | $ | 298,595 | $ | 310,046 | $ | 301,385 | $ | 319,665 | ||||||||||
Voyage expenses (excluding collaborative arrangements) |
42,201 | 55,542 | 61,634 | 55,310 | 63,372 | |||||||||||||||
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Operating revenues less Voyage expenses |
251,911 | 243,053 | 248,412 | 246,075 | 256,293 | |||||||||||||||
Operating days |
9,888 | 11,564 | 12,247 | 11,813 | 11,880 | |||||||||||||||
Average daily time charter equivalent rate |
$ | 25,476 | $ | 21,018 | $ | 20,284 | $ | 20,831 | $ | 21,573 |
(8) | Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant time period. |
B. |
Capitalization and Indebtedness |
C. |
Reasons for the Offer and Use of Proceeds |
D. |
Risk Factors |
• | Charter rates for liquefied gas carriers are cyclical in nature |
• | Future growth in the demand for our services will depend on changes in supply and demand, economic growth in the world economy and demand for liquefied gas transportation relative to changes in worldwide fleet capacity. Adverse economic, political, or social developments or other global financial turmoil, could have a material adverse effect on world economic growth and thus on our business and operating results. |
• | We are partially dependent on voyage charters in the spot market, and any decrease in spot charter rates in the future may adversely affect our earnings. |
• | We operate several of our vessels through the Luna Pool. Failure by the Luna Pool to find profitable employment for these vessels could adversely affect our operations. |
• | We may be unable to charter our vessels at attractive rates. |
• | A significant portion of our revenues from a limited number of customers. |
• | The demand for liquefied gases and the seaborne transportation of liquefied gases may not grow. |
• | The expected growth in the supply of petrochemical gases, including ethane and ethylene, available for seaborne transport may not materialize, which would deprive us of the opportunity to obtain premium charters for petrochemical cargoes. |
• | The market values of our vessels may decline if market conditions deteriorate. This could cause us to incur impairment charges, which could potentially cause us to breach covenants in our debt facilities. |
• | Over the long-term, we will be required to make substantial capital expenditures to preserve the operating capacity of, and to grow, our fleet. |
• | We may be unable to make, or realize the expected benefits from, acquisitions and the failure to successfully implement our growth strategy through acquisitions could adversely affect our business, financial condition and operating results. |
• | From time to time, we may selectively pursue new strategic acquisitions or ventures we believe to be complementary to our seaborne transportation services and any strategic transactions that are a departure from our historical operations could present unforeseen challenges and result in a competitive disadvantage relative to our more-established competitors. |
• | We may be unable to realize the expected benefits from our investment in the Marine Export Terminal in the U.S. Gulf. |
• | We operate in countries which can expose us to political, governmental and economic instability. |
• | If our vessels call on ports located in countries that are subject to restrictions imposed by the U.S. government, our reputation and the market for our securities could be adversely affected. |
• | Operating our vessels in sanctioned areas or chartering our vessels to sanctioned individuals or entities could harm us. |
• | We provide in-house technical management for certain vessels in our fleet which may impose significant additional responsibilities on our management and staff. |
• | A fluctuation in fuel prices may adversely affect our charter rates for time charters and our cost structure for voyage charters and COAs. |
• | The required drydocking of our vessels could have a more significant adverse impact on our revenues than we anticipate. |
• | Our operating costs are likely to increase in the future as our vessels age. |
• | The operation of ocean going vessels entails the possibility of marine disasters including damage or destruction of the vessel due to natural disasters, accident, the loss of a vessel due to piracy or terrorism, damage or destruction of cargo and similar events that may cause a loss of revenue from affected vessels and damage our business reputation. |
• | The loss of or inability to operate any of our vessels would result in a significant loss of revenues and cash flow. |
• | Adverse global economic conditions or outbreaks of epidemic and pandemic diseases could have a material adverse effect on our business, financial condition and operating results. |
• | Due to our lack of vessel diversification, adverse developments in the seaborne liquefied gas transportation business could adversely affect our business, financial condition and operating results. |
• | If in the future our business activities involve countries, entities or individuals that are subject to restrictions imposed by the U.S. or other governments, we could be subject to enforcement action and our reputation and the market for our common stock could be adversely affected. |
• | Failure to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, contract termination and an adverse effect on our business. |
• | We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could disrupt our business and adversely affect our results of operations. |
• | Our business is subject to complex and evolving laws and regulations regarding privacy and data protection. |
• | Maritime claimants could arrest our vessels, which could interrupt our cash flow. |
• | A shortage of qualified officers would make it more difficult to crew our vessels and increase our operating costs. If a shortage were to develop, it could impair our ability to operate. |
• | Compliance with safety and other vessel requirements imposed by classification societies may be very costly. |
• | Delays in deliveries of newbuildings or acquired vessels, or deliveries of vessels with significant defects, could harm our operating results and lead to the termination of any related charters that may be entered into prior to their delivery. |
• | Our growth depends on our ability to expand relationships with existing customers and obtain new customers, for which we will face substantial competition. |
• | The marine transportation industry is subject to substantial environmental and other regulations, which may limit our operations and increase our expenses. |
• | Climate change and greenhouse gas restrictions may adversely impact our operations and markets. |
• | Changes in the law and regulations relating to the use of, or a decrease in the demand for, single use plastics and waste plastics could adversely impact our business. |
• | Marine transportation is inherently risky. An incident involving significant loss of product or environmental contamination by any of our vessels could adversely affect our reputation, business, financial condition and operating results. |
• | Competition from more technologically advanced liquefied gas carriers could reduce our charter hire income and the value of our vessels. |
• | Acts of piracy on any of our vessels or on ocean going vessels could adversely affect us. |
• | Terrorist attacks, increased hostilities, piracy or war could lead to further economic instability, increased costs and disruption of business. |
• | Exposure to currency exchange rate fluctuations results in fluctuations in cash flows and operating results. |
• | Our insurance may be insufficient to cover losses that may occur to our vessels or result from our operations. |
• | Restrictive covenants in our secured term loan facilities and revolving credit facilities and in our secured and unsecured bonds and our Terminal Facility impose, and any future debt facilities will impose, financial and other restrictions on us. |
• | The secured term loan facilities and the Terminal Facility are reducing facilities. The required repayments under the secured term loan facilities and the Terminal Facility may adversely affect our business, financial condition and operating results. |
• | Our consolidated variable interest entity may enter into different financing arrangements. |
• | If interest rates increase, it will affect the interest rates under our credit facilities, which could affect our operating results. |
• | The derivative contracts we have or may enter into to hedge our exposure to fluctuations in interest rates could result in higher than market interest rates and reductions in our shareholders’ equity, as well as charges against our income. |
• | Our business depends upon certain key employees. |
• | Our major shareholder may exert considerable influence on the outcome of matters on which our shareholders will be entitled to vote, and its interests may be different from yours. |
• | We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations. |
• | We may issue additional equity securities without your approval, which would dilute your ownership interests. |
• | Future sales of our common stock could cause the market price of our common stock to decline. |
• | We have no current plans to pay dividends on our common stock. Consequently, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates. |
• | The obligations associated with being a public company requires significant resources and management attention. |
• | We have identified a material weakness in our internal control over financial reporting. If we identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, it could result in material misstatements of our financial statements. |
• | We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses. |
• | We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law. |
• | Because we are a Marshall Islands corporation, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our management. |
• | Provisions of our articles of incorporation and bylaws may have anti-takeover effects. |
• | We may be subject to additional taxes, which could adversely impact our business and financial results. |
• | U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders. |
• | We may have to pay tax on U.S. source income with respect to the operation of our vessels, and business conducted within the United States, which would reduce our cash flow. |
• | changes in the supply of vessel capacity for the seaborne transportation of liquefied gases, which is influenced by the following factors: |
• | the number of newbuilding deliveries and the ability of shipyards to deliver newbuildings by contracted delivery dates and capacity levels of shipyards; |
• | the scrapping rate of older vessels; |
• | the number of vessels that are out of service, as a result of vessel casualties, repairs and drydockings; |
• | changes in environmental and other regulations that may limit the useful lives of vessels; and |
• | changes in liquefied gas carrier prices. |
• | changes in the level of demand for seaborne transportation of liquefied gases, which is influenced by the following factors: |
• | the level of production of liquefied gases in net export regions; |
• | the level of demand for liquefied gases in net import regions such as Asia, Europe, Latin America and India; |
• | the level of internal demand for petrochemicals to supply integrated petrochemical facilities in net export regions; |
• | a reduction in global demand for petrochemicals due to ecological or environmental concerns about the use of single use plastics and waste plastics; |
• | a reduction in global or general industrial activity specifically in the plastics and chemical industry; |
• | changes in the cost of petroleum and natural gas from which liquefied gases are derived; |
• | prevailing global and regional economic conditions; |
• | political changes and armed conflicts in the regions traveled by our vessels and the regions where the cargoes we carry are produced or consumed that interrupt production, trade routes or consumption of liquefied gases and associated products; |
• | developments in international trade; |
• | the distances between exporting and importing regions over which liquefied gases are to be transported by sea; |
• | infrastructure to support seaborne liquefied gases, including pipelines, railways and terminals; |
• | the availability of alternative transportation means, including pipelines; |
• | changes in seaborne and other transportation patterns; and |
• | changes in environmental and other regulations that may limit the production or consumption of liquefied gases. |
• | increases in the demand for industrial and residential natural gas in areas linked by pipelines to producing areas, or the conversion of existing non-gas pipelines to natural gas pipelines in those markets; |
• | increases in demand for chemical feedstocks in net exporting regions, leading to less liquefied gases for export; |
• | decreases in the consumption of petrochemical gases; |
• | decreases in the consumption of LPG due to increases in its price relative to other energy sources or other factors making consumption of liquefied gas less attractive; |
• | the availability of competing, alternative energy sources, transportation fuels or propulsion systems; |
• | decreases in demand for liquefied gases resulting from changes in feedstock capabilities of petrochemical plants in net importing regions; |
• | changes in the relative values of hydrocarbon and liquefied gases; |
• | a reduction in global industrial activity, especially in the plastics and petrochemical industries, particularly in regions with high demand growth for liquefied gas, such as Asia; |
• | adverse global or regional economic or political conditions, particularly in liquefied gas exporting or importing regions, which could reduce liquefied gas shipping or energy consumption; |
• | changes in governmental regulations, such as the elimination of economic incentives or initiatives designed to encourage the use of liquefied gases over other fuel sources; or |
• | decreases in the capacity of petrochemical plants and crude oil refineries worldwide or the failure of anticipated new capacity to come online. |
• | the location and required repositioning of the vessel; |
• | the cost of labor and materials; |
• | the types of vessels in our fleet; |
• | the age of the vessels in our fleet; |
• | governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; |
• | competitive standards; and |
• | high demand for drydock usage. |
• | fail to realize anticipated benefits of acquisitions, such as new customer relationships, cost savings or increased cash flow; |
• | not be able to obtain charters at favorable rates or at all; |
• | be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet; |
• | fail to integrate investments of complementary assets or vessels in capacity ranges outside our current operations in a profitable manner; |
• | not have adequate operating and financial systems in place as we implement our expansion plan; |
• | decrease our liquidity through the use of a significant portion of available cash or borrowing capacity to finance acquisitions; |
• | significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions; or |
• | incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired. |
• | delays in obtaining regulatory approvals, licenses or permits from different governmental or regulatory authorities, including environmental permits; |
• | unexpected cost increases or shortages in the equipment, materials or labor required for the venture, which could cause the venture to become economically unfeasible; and |
• | unforeseen engineering, design or environmental problems. |
• | any inability of the Marine Export Terminal to operate due to operational issues; |
• | any inability of the Marine Export Terminal to operate due to adverse weather conditions or due to damage as a result of storms, flooding or other adverse weather events; and |
• | any existing customers not renewing their contracts at the end of their existing terms, or any inability of the Marine Export Terminal to otherwise obtain or maintain fully committed throughput. |
• | damage or destruction of vessel due to natural disasters; |
• | damage or destruction of vessel due to marine disasters such as a collision; |
• | the loss of a vessel due to piracy and terrorism; |
• | cargo and property losses or damage as a result of the foregoing or less drastic causes such as human error, cargo contamination, mechanical failure, grounding, fire, explosions and bad weather; |
• | environmental accidents as a result of the foregoing; |
• | risks to the onboard vessel management personnel as a result of the foregoing; and |
• | business interruptions and delivery delays caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions. |
• | quality or engineering problems; |
• | changes in governmental regulations or maritime self-regulatory organization standards; |
• | work stoppages or other labor disturbances at the shipyard; |
• | bankruptcy or other financial crisis of the shipbuilder; |
• | hostilities or political or economic disturbances in the locations where the vessels are being built; |
• | weather interference or catastrophic event, such as a major earthquake or fire; |
• | our requests for changes to the original vessel specifications; |
• | shortages of, or delays in the receipt of necessary construction materials, such as steel; |
• | our inability to obtain sufficient finance for the purchase of the vessels or to make timely payments; or |
• | our inability to obtain requisite permits or approvals. |
• | the shipowner’s industry relationships, experience and reputation for customer service, quality operations and safety; |
• | the competitiveness of the bid in terms of the vessel’s overall economics; |
• | the quality, experience and technical capability of the crew; |
• | the age, type, capability and versatility of our vessels; and |
• | the shipowner’s willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events. |
• | marine disasters; |
• | severe weather such as storms, flooding and hurricanes; |
• | business interruption caused by mechanical failures; |
• | grounding, capsizing, fire, explosions and collisions; |
• | war, terrorism, piracy, cyber-attack; and |
• | human error. |
• | death or injury to persons, loss of property or damage to the environment and natural resources; |
• | delays in the delivery of cargo; |
• | loss of revenues; |
• | higher than anticipated expenses, or liabilities or costs to recover any spilled cargo and to restore the ecosystem where the spill occurred; |
• | governmental fines, penalties or restrictions on conducting business; |
• | higher insurance rates; and |
• | damage to our reputation and customer relationships generally. |
• | pay dividends out of operating revenues generated by the vessels securing indebtedness under the facility, redeem any shares or make any other payment to our equity holders, if there is a default under any secured term loan facility, revolving credit facility or secured term loan and revolving credit facility; |
• | incur additional indebtedness, including through the issuance of guarantees; |
• | create liens on our assets; |
• | sell our vessels; |
• | merge or consolidate with, or transfer all or substantially all our assets to, another person; |
• | change the flag, class or management of our vessels; and |
• | enter into a new line of business. |
• | our shareholders’ proportionate ownership interest in us will decrease; |
• | the relative voting strength of each previously outstanding share may be diminished; and |
• | the market price of the common stock may decline. |
Item 4. |
Information on the Company |
A. |
History and Development of the Company |
B. |
Business Overview |
• | Delivering a safe and sustainable future. |
• | Maximize the throughput of the Marine Export Terminal |
• | Maintain a customer-driven chartering strategy. |
• | Capitalize on the increasing demand for seaborne transportation of ethane and ethylene. |
• | Taking business and asset efficiencies to the next level |
• | Maintain reputation for operational excellence. |
• | Provide a strong in-house technical management function.in-house technical management for 17 of our 38 vessels, as we continue to refine and improve our systems, whilst understanding the importance of complying with health, safety and environmental regulations as well as operating to the highest standards transporting cargoes safely, reliably and efficiently around the globe. |
• | Maintain a strong balance sheet with manageable debt levels. |
Operating Vessel |
Year Built |
Vessel Size (CBM) |
Employment Status |
Current Cargo |
Charter Expiration Date | |||||
Ethylene/ethane capable semi-refrigerated |
||||||||||
Navigator Orion* |
2000 | 22,085 | Spot market | Ethane | — | |||||
Navigator Neptune* |
2000 | 22,085 | Spot market | Ethylene | — | |||||
Navigator Pluto |
2000 | 22,085 | Time charter | LPG | June 2021 | |||||
Navigator Saturn* |
2000 | 22,085 | Spot market | Ethane | — | |||||
Navigator Venus* |
2000 | 22,085 | Spot market | Ethylene | — | |||||
Navigator Atlas* |
2014 | 21,000 | Spot market | Ethane | — | |||||
Navigator Europa* |
2014 | 21,000 | Spot market | Ethylene | — | |||||
Navigator Oberon* |
2014 | 21,000 | Contract of affreightment | Ethylene | — | |||||
Navigator Triton* |
2015 | 21,000 | Spot market | Ethane |
— | |||||
Navigator Umbrio* |
2015 | 21,000 | Spot market | LPG | — | |||||
Navigator Aurora |
2016 | 37,300 | Time charter | Ethane | December 2026 | |||||
Navigator Eclipse |
2016 | 37,300 | Time charter | Ethane | March 2022 | |||||
Navigator Nova |
2017 | 37,300 | Time charter | Ethane | September 2023 | |||||
Navigator Prominence |
2017 | 37,300 | Time charter | Ethane | December 2021 | |||||
Semi-refrigerated |
||||||||||
Navigator Magellan |
1998 | 20,928 | Spot market | Propylene | — | |||||
Navigator Aries |
2008 | 20,550 | Time charter | LPG | November 2021 | |||||
Navigator Capricorn |
2008 | 20,600 | Spot market | LPG | — | |||||
Navigator Gemini |
2009 | 20,750 | Spot market | Butadiene | — | |||||
Navigator Pegasus |
2009 | 22,200 | Time charter | Propylene | March 2022 | |||||
Navigator Phoenix |
2009 | 22,200 | Time charter | LPG | May 2022 | |||||
Navigator Scorpio |
2009 | 20,665 | Spot market | — | — | |||||
Navigator Taurus |
2009 | 20,750 | Spot market | LPG | — | |||||
Navigator Virgo |
2009 | 20,750 | Spot market | LPG | — | |||||
Navigator Leo |
2011 | 20,647 | Time charter | LPG | December 2023 | |||||
Navigator Libra |
2012 | 20,647 | Time charter | LPG | December 2023 | |||||
Navigator Centauri |
2015 | 22,000 | Time charter | LPG | May 2022 | |||||
Navigator Ceres |
2015 | 22,000 | Time charter | LPG | June 2022 | |||||
Navigator Ceto |
2016 | 22,000 | Time charter | LPG | May 2022 | |||||
Navigator Copernico |
2016 | 22,000 | Drydock | — | — | |||||
Navigator Luga |
2017 | 22,000 | Time charter | LPG | February 2022 | |||||
Navigator Yauza |
2017 | 22,000 | Time charter | LPG | April 2022 | |||||
Fully-refrigerated |
||||||||||
Navigator Glory |
2010 | 22,500 | Time charter | Ammonia | May 2022 | |||||
Navigator Grace |
2010 | 22,500 | Time charter | LPG | June 2021 | |||||
Navigator Galaxy |
2011 | 22,500 | Time charter | Ammonia | November 2021 | |||||
Navigator Genesis |
2011 | 22,500 | Time charter | LPG | July 2021 | |||||
Navigator Global |
2011 | 22,500 | Time charter | LPG | January 2022 | |||||
Navigator Gusto |
2011 | 22,500 | Time charter | LPG | December 2021 | |||||
Navigator Jorf |
2017 | 38,000 | Time charter | Ammonia | August 2027 |
• | Major Oil and Gas Companies, |
• | Chemical Companies, |
• | Energy Trading Companies, |
• | technical breakdowns; drydocking for repairs, maintenance or inspections; equipment breakdowns; or delays due to accidents, strikes, certain vessel detentions or operational issues; or |
• | our failure to maintain the vessel in compliance with its specifications and contractual standards or to provide the required crew. |
• | provide competent personnel to operate and supervise the maintenance and general efficiency of our vessels; |
• | arrange and supervise the maintenance, drydockings, repairs, alterations and upkeep of our vessels to the standards required by us and in accordance with all requirements and recommendations of our vessels’ classification society, flag state and applicable national and international regulations; |
• | ensure that our vessels comply with the law of their flag state; |
• | arrange the supply of necessary stores, spares and lubricating oil for our vessels; |
• | appoint such surveyors and technical consultants as they may consider from time to time necessary; |
• | operate the vessels in accordance with the ISM Code and The International Security Code for Ports and Ships (“ISPS Code”); |
• | develop, implement and maintain a safety management system in accordance with the ISM Code; |
• | arrange the sampling and testing of bunkers; |
• | install planned maintenance system software on-board our vessels; |
• | provide emergency response services and support to our vessels in case of an incident or accident; and |
• | operate our vessels in accordance with the agreed budgets. |
• | they do not receive amounts payable by us under the agreement within the time period specified for payment thereof, or if the vessels are repossessed by any vessel mortgagees; or |
• | after notice to us of the default and a reasonable amount of time to remedy, we fail to: |
• | comply with our obligation to indemnify them for any expenses attributable to us or defend them (and their related companies) against any third-party claims based on a breach or alleged breach of an obligation of ours to a third-party; or |
• | cease the employment of our vessels in the transportation of contraband, blockage running, or in an unlawful trade, or on a voyage that in their reasonable opinion is unduly hazardous or improper. |
• | select and supply a suitably qualified crew for each vessel in our fleet; |
• | pay all crew wages and salaries; |
• | ensure that the applicable requirements of the laws of our vessels’ flag states are satisfied in respect of the rank, qualification and certification of the crew; |
• | pay the costs of obtaining all documentation necessary for the crew’s employment, such as vaccination certificates, passports, visas and licenses; and |
• | pay all costs and expenses of transportation of the crews to and from the vessels while traveling. |
• | natural resource damages and related assessment costs; |
• | real and personal property damages; |
• | net loss of taxes, royalties, rents, profits or earnings capacity; |
• | net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards; and |
• | loss of subsistence use of natural resources. |
• | on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; |
• | on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; |
• | the development of vessel security plans; |
• | ship identification number to be permanently marked on a vessel’s hull; |
• | a continuous synopsis record kept on-board showing a vessel’s history including, the name of the ship and of the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and |
• | compliance with flag state security certification requirements. |
• | we are organized in a jurisdiction outside the United States that grants an equivalent exemption from tax to corporations organized in the United States with respect to the types of U.S. Source International Transportation Income that we earn, or an “Equivalent Exemption”; |
• | we satisfy the Publicly Traded Test (as described below); and |
• | we meet certain substantiation, reporting and other requirements (or the “Substantiation Requirement”). |
• | individual residents of jurisdictions that grant an Equivalent Exemption; |
• | non-U.S. corporations organized in jurisdictions that grant an Equivalent Exemption and that meet the Publicly Traded Test; and |
• | certain other qualified persons described in the Section 883 Regulations. |
C. |
Organizational Structure |
D. |
Property, Plant and Equipment |
Item 4A. |
Unresolved Staff Comments |
Item 5. |
Operating and Financial Review and Prospects |
A. |
Operating Results |
• | charges related to the depreciation of the historical cost of our fleet (or the revalued amount), less the estimated residual value of our vessels, calculated on a straight-line basis over their useful life, which is estimated to be 30 years; and |
• | charges related to the amortization of capitalized drydocking expenditures relating to our fleet over the period between drydockings. |
• | Investment in Export Terminal Joint Venture |
1,000 tons per hour. The results from the Export Terminal Joint Venture are shown as “Share of results of equity accounted joint ventures” on our consolidated statements of operations. |
• | Luna Pool |
• | We will have different financing arrangements. |
• | Our results are affected by fluctuations in the fair value of our derivative instruments. |
• | Changes in Accounting Standards. |
• | Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326). |
modified retrospective method approach, we have made an adjustment to the consolidated statements of shareholders’ equity which represents the amount of provision for credit losses that would not have been recognized in retained earnings for the year ended December 31, 2019 under ASU 2016-13. Consequently, the comparable amounts for the year ended December 31, 2019 have not been adjusted and continue to be reported in accordance with previously applicable GAAP. The adoption of this standard and subsequent amendments did not have a material impact on our consolidated financial statements or related disclosures. |
• | Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). |
Year Ended December 31, 2019 |
Year Ended December 31, 2020 |
Percentage Change |
||||||||||
(in thousands, except percentages) | ||||||||||||
Operating revenues |
$ | 301,385 | $ | 319,665 | 6.1 | % | ||||||
Operating revenues—Luna Pool collaborative arrangements |
— | 12,830 | — | |||||||||
|
|
|
|
|||||||||
Total operating revenues |
$ | 301,385 | $ | 332,495 | 10.3 | % | ||||||
Operating expenses: |
||||||||||||
Brokerage commissions |
4,938 | 5,095 | 3.2 | % | ||||||||
Voyage expenses |
55,310 | 63,372 | 14.6 | % | ||||||||
Voyage expenses—Luna Pool collaborative arrangements |
— | 12,418 | — | |||||||||
Vessel operating expenses |
111,475 | 109,503 | (1.8 | %) | ||||||||
Depreciation and amortization |
76,173 | 76,681 | 0.7 | % | ||||||||
General and administrative costs |
20,878 | 23,871 | 14.3 | % | ||||||||
Other income |
— | (199 | ) | — | ||||||||
|
|
|
|
|||||||||
Total operating expenses |
$ | 268,774 | $ | 290,741 | 8.2 | % | ||||||
|
|
|
|
|||||||||
Operating income |
$ | 32,611 | $ | 41,754 | 28.0 | % | ||||||
Foreign currency exchange gain / (loss) on senior secured bonds |
969 | (1,931 | ) | — | ||||||||
Unrealized (loss) / gain on non-designated derivative instruments |
(615 | ) | 2,762 | — | ||||||||
Interest expense |
(48,611 | ) | (41,080 | ) | (15.5 | %) | ||||||
Loss on repayment of 7.75% senior unsecured bonds |
— | (479 | ) | — | ||||||||
Write off of deferred financing costs |
(403 | ) | (155 | ) | (61.5 | %) | ||||||
Interest income |
920 | 408 | (55.7 | %) | ||||||||
|
|
|
|
|||||||||
(Loss)/Income before income taxes and share of result of equity accounted joint ventures |
$ | (15,129 | ) | $ | 1,279 | — | ||||||
Income taxes |
(352 | ) | (617 | ) | 75.3 | % | ||||||
Share of result of equity accounted joint ventures |
(1,126 | ) | 651 | — | ||||||||
|
|
|
|
|||||||||
Net (loss)/income |
$ | (16,607 | ) | $ | 1,313 | — | ||||||
Net income attributable to non-controlling interest |
(99 | ) | (1,756 | ) | 1673.7 | % | ||||||
|
|
|
|
|||||||||
Net loss attributable to stockholders of Navigator Holdings Ltd. |
$ | (16,706 | ) | $ | (443 | ) | (97.3 | %) | ||||
|
|
|
|
• | an increase in operating revenues of approximately $8.8 million attributable to an increase in average monthly time charter equivalent rates, which increased to an average of approximately $656,193 per vessel per calendar month ($21,573 per day) for the year ended December 31, 2020, compared to an |
average of approximately $633,584 per vessel per calendar month ($20,831 per day) for the year ended December 31, 2019; |
• | an increase in operating revenues of approximately $8.1 million primarily attributable to an increase in pass through voyage costs, as the number and duration of voyage charters during the year ended December 31, 2020 increased, compared to the year ended December 31, 2019; |
• | an increase in operating revenues of approximately $1.4 million attributable to an increase in vessel available days of 76 days or 0.6% for the year ended December 31, 2020, compared to the year ended December 31, 2019. As well as an additional 38 vessel available days being available during the year ended December 31, 2020 as a result of being a leap year, there were a total of 224 drydock days, including repositioning days, during the year ended December 31, 2020, compared to 262 days the year ended December 31, 2019. |
• | Fleet utilization was 86.8% for the year ended December 31, 2020, being principally the same as for the year ended December 31, 2019 but resulted in a minor increase of $0.01 million in operating revenues. |
Fleet Data: |
Year Ended December 31, 2019 |
Year Ended December 31, 2020 |
||||||
Weighted average number of vessels |
38.0 | 38.0 | ||||||
Ownership days |
13,870 | 13,908 | ||||||
Available days |
13,608 | 13,684 | ||||||
Operating days |
11,813 | 11,880 | ||||||
Fleet utilization |
86.8 | % | 86.8 | % | ||||
Average daily time charter equivalent rate (*) |
$ | 20,831 | $ | 21,573 |
* |
Non-GAAP Financial Measure -Time charter equivalent: period-to-period |
Fleet Data: |
Year Ended December 31, 2019 |
Year Ended December 31, 2020 |
||||||
Operating revenues (excluding collaborative arrangements) |
$ | 301,385 | $ | 319,665 | ||||
Voyage expenses (excluding collaborative arrangements) |
55,310 | 63,372 | ||||||
|
|
|
|
|||||
Operating revenues less Voyage expenses |
$ | 246,075 | $ | 256,293 | ||||
Operating days |
11,813 | 11,880 | ||||||
Average daily time charter equivalent rate |
$ | 20,831 | $ | 21,573 |
Year Ended December 31, 2018 |
Year Ended December 31, 2019 |
Percentage Change |
||||||||||
(in thousands, except percentages) | ||||||||||||
Operating revenues |
$ | 310,046 | $ | 301,385 | (2.8 | %) | ||||||
Operating expenses: |
||||||||||||
Brokerage Commissions |
5,142 | 4,938 | (4.0 | %) | ||||||||
Voyage expenses |
61,634 | 55,310 | (10.3 | %) | ||||||||
Vessel operating expenses |
106,719 | 111,475 | 4.5 | % | ||||||||
Depreciation and amortization |
76,140 | 76,173 | 0.0 | % | ||||||||
General and administrative costs |
18,931 | 20,878 | 10.3 | % | ||||||||
|
|
|
|
|||||||||
Total operating expenses |
$ | 268,566 | $ | 268,774 | 0.1 | % | ||||||
|
|
|
|
|||||||||
Operating income |
$ | 41,480 | $ | 32,611 | (21.4 | %) | ||||||
Foreign currency exchange gain on senior secured bonds |
2,360 | 969 | (58.9 | %) | ||||||||
Unrealized loss on non-designated derivative instruments |
(5,154 | ) | (615 | ) | (88.1 | %) | ||||||
Interest expense\ |
(44,908 | ) | (48,611 | ) | 8.2 | % | ||||||
Write off of deferred financing costs |
— | (403 | ) | — | ||||||||
Interest income |
854 | 920 | 7.7 | % | ||||||||
|
|
|
|
|||||||||
Loss before income taxes and share of result of equity accounted joint ventures |
$ | (5,368 | ) | $ | (15,129 | ) | 181.8 | % | ||||
Income taxes |
(333 | ) | (352 | ) | 5.7 | % | ||||||
Share of result of equity accounted joint ventures |
(38 | ) | (1,126 | ) | 2863.2 | % | ||||||
|
|
|
|
|||||||||
Net loss |
$ | (5,739 | ) | $ | (16,607 | ) | 189.4 | % | ||||
Net income attributable to non-controlling interest |
— | (99 | ) | — | ||||||||
|
|
|
|
|||||||||
Net loss attributable to stockholders of Navigator Holdings Ltd. |
$ | (5,739 | ) | $ | (16,706 | ) | 191.1 | % | ||||
|
|
|
|
• | a decrease in operating revenues of approximately $6.1 million attributable to a decrease in fleet utilization from 89.0% for the year ended December 31, 2018 to 86.8% for the year ended December 31, 2019, primarily due to the weak LPG and petrochemical markets; |
• | a decrease in operating revenues of approximately $6.3 million primarily attributable to a decrease in pass through voyage costs, as the number and duration of voyage charters during the year ended December 31, 2019 decreased, compared to the year ended December 31, 2018; |
• | a decrease in operating revenues of approximately $2.9 million attributable to a decrease in vessel available days of 159 days or 1.2% for the year ended December 31, 2019 due to an increase in the number and duration of vessel drydocks when the vessels are unavailable for charter, compared to the year ended December 31, 2018; and |
• | an increase in operating revenues of approximately $6.6 million attributable to an increase in average monthly time charter equivalent rates, which increased to an average of approximately $633,584 per vessel per calendar month ($20,831 per day) for the year ended December 31, 2019, compared to an average of approximately $616,965 per vessel per calendar month ($20,284 per day) for the year ended December 31, 2018. |
Fleet Data: |
Year Ended December 31, 2018 |
Year Ended December 31, 2019 |
||||||
Weighted average number of vessels |
38.0 | 38.0 | ||||||
Ownership days |
13,870 | 13,870 | ||||||
Available days |
13,767 | 13,608 | ||||||
Operating days |
12,247 | 11,813 | ||||||
Fleet utilization |
89.0 | % | 86.8 | % | ||||
Average daily time charter equivalent rate (*) |
$ | 20,284 | $ | 20,831 |
* |
Non-GAAP Financial Measure -Time charter equivalent: period-to-period |
Fleet Data: |
Year Ended December 31, 2018 |
Year Ended December 31, 2019 |
||||||
Operating revenues |
310,046 | 301,385 | ||||||
Voyage expenses |
61,634 | 55,310 | ||||||
|
|
|
|
|||||
Operating revenues less Voyage expenses |
248,412 | 246,075 | ||||||
Operating days |
12,247 | 11,813 | ||||||
Average daily time charter equivalent rate |
$ | 20,284 | $ | 20,831 |
B. |
Liquidity and Capital Resources |
Year Ended December 31, |
||||||||||||
2018 |
2019 |
2020 |
||||||||||
(in thousands) | ||||||||||||
Net cash provided by operating activities |
$ | 77,517 | $ | 49,700 | $ | 44,673 | ||||||
Net cash used in investing activities |
(42,327 | ) | (90,409 | ) | (16,151 | ) | ||||||
Net cash provided by / (used in) financing activities |
(25,784 | ) | 35,324 | (35,381 | ) | |||||||
Net increase / (decrease) in cash, cash equivalents and restricted cash |
9,406 | (5,385 | ) | (6,859 | ) |
Facility agreement date |
Original facility amount |
Principal amount outstanding |
Undrawn amount at December 31, 2020 |
Interest rate |
Loan maturity date | |||||||||||
(in millions) | ||||||||||||||||
March 2019 |
$ | 75.0 | $ | 51.0 | $ | 18.0 | US LIBOR + 250 to 300 BPS | December 2025 |
Facility agreement date |
Original facility amount |
Principal amount outstanding |
Undrawn amount at December 31, 2020 |
Interest rate |
Loan maturity date |
|||||||||||||||
January 2015* |
$ | 278.1 | $ | 99.8 | $ | — | US Libor + 270 BPS | March 2022—April 2023 | ||||||||||||
October 2016 |
220.0 | 94.7 | 20.0 | US Libor + 260 BPS | November 2023 | |||||||||||||||
June 2017 |
160.8 | 103.1 | — | US Libor + 230 BPS | June 2023 | |||||||||||||||
March 2019 |
107.0 | 91.0 | — | US Libor + 240 BPS | March 2025 | |||||||||||||||
September 2020 |
210.0 | 185.0 | 17.7 | US Libor + 250 BPS | September 2024 | |||||||||||||||
October 2019** |
69.1 | 61.4 | — | US Libor + 185 BPS | October 2026 | |||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 1,045.0 | $ | 635.0 | $ | 37.7 |
* | The January 2015 facility has tranches that mature over a range of dates, from March 2022 to April 2023. |
** | The October 2019 loan facility relates to the Navigator Aurora Facility held within a lessor entity (for which legal ownership resides with financial institutions) that we are required to consolidate under U.S. GAAP into our financial statements as a variable interest entity (Please read Note 9—Variable Interest Entities to our consolidated financial statements). |
• | the borrowers have liquidity (including undrawn available lines of credit with a maturity exceeding 12 months) of no less than (i) $25.0 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 2.50 to 1.00 or 3.00 to 1.00; 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; and |
• | we and our subsidiaries maintain an Equity Ratio of at least 30%. |
• | we and our subsidiaries maintain a minimum liquidity of no less than $35.0 million; and |
• | we and our subsidiaries maintain an Equity Ratio (as defined in the 2020 Bond Agreement) of at least 30%. |
C. |
Research and Development Patents and Licenses etc. |
D. |
Trend Information |
E. |
Off-Balance Sheet Arrangements |
F. |
Tabular Disclosure of Contractual Obligations |
2021 |
2022 |
2023 |
2024 |
2025 |
Thereafter |
Total |
||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Marine Export Terminal capital contributions 1 |
4,000 | — | — | — | — | — | 4,000 | |||||||||||||||||||||
Secured term loan facilities and revolving credit facilities |
67,936 | 124,479 | 202,353 | 175,413 | 54,388 | — | 624,569 | |||||||||||||||||||||
2020 Bonds |
— | — | — | — | 100,000 | — | 100,000 | |||||||||||||||||||||
2018 Bonds |
— | — | 71,697 | — | — | — | 71,697 | |||||||||||||||||||||
Office operating leases 2 |
1,572 | 252 | — | — | — | — | 1,824 | |||||||||||||||||||||
Navigator Aurora Facility 3 |
— | — | — | — | — | 61,361 | 61,361 | |||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total contractual obligations |
$ | 73,508 | $ | 124,731 | $ | 274,050 | $ | 175,413 | $ | 154,388 | $ | 61,361 | $ | 863,451 | ||||||||||||||
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|
|
|
|
1 |
On January 21, 2021, the Company made a capital contribution of $4.0 million to the Export Terminal Joint Venture, by drawing down on the Terminal Facility, being the final contribution for our expected full share of the capital cost for the construction of the Marine Export Terminal. |
2 |
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, the fifth anniversary from the lease commencement date. This break option is recognized in the table above but has not been included as part of the right-of-use |
3 |
The Navigator Aurora Facility is a loan facility held within a lessor entity (for which legal ownership resides with financial institutions) that we are required to consolidate under U.S. GAAP into our financial statements as a variable interest entity Please read Note 9—Variable Interest Entities to our consolidated financial statements |
G. |
Safe Harbor |
Operating Vessel |
December 31, 2020 Carrying Value |
|||
(in millions) |
||||
Navigator Aries |
$ | 38.3 | ||
Navigator Atlas |
43.1 | |||
Navigator Aurora |
71.0 | |||
Navigator Capricorn |
33.9 | |||
Navigator Centauri |
40.0 | |||
Navigator Ceres |
40.2 | |||
Navigator Ceto |
39.2 | |||
Navigator Copernico |
39.7 | |||
Navigator Eclipse |
71.6 | |||
Navigator Europa |
42.8 | |||
Navigator Galaxy |
33.9 | |||
Navigator Gemini |
39.9 | |||
Navigator Genesis |
34.0 | |||
Navigator Global |
34.0 | |||
Navigator Glory |
33.4 | |||
Navigator Gusto |
34.3 | |||
Navigator Grace |
33.2 | |||
Navigator Jorf |
47.3 | |||
Navigator Leo |
39.3 | |||
Navigator Libra |
39.6 | |||
Navigator Luga |
47.8 | |||
Navigator Magellan |
17.2 | |||
Navigator Mars |
27.8 | |||
Navigator Neptune |
26.3 | |||
Navigator Nova |
72.7 | |||
Navigator Oberon |
43.4 | |||
Navigator Pegasus |
36.7 | |||
Navigator Phoenix |
37.6 | |||
Navigator Pluto |
26.5 | |||
Navigator Prominence |
76.7 | |||
Navigator Saturn |
26.2 | |||
Navigator Scorpio |
36.4 | |||
Navigator Taurus |
40.9 | |||
Navigator Triton |
44.0 | |||
Navigator Umbrio |
44.2 | |||
Navigator Venus |
27.7 | |||
Navigator Virgo |
36.9 | |||
Navigator Yauza |
48.0 |
Item 6. |
Directors, Senior Management and Employees |
A. |
Directors and Senior Management |
Name |
Age |
Position | ||
David J. Butters | 80 | Chairman of the Board | ||
Dr. Henry Deans | 53 | Director and Chief Executive Officer | ||
Andreas Beroutsos | 55 | Director | ||
Dr. Heiko Fischer | 53 | Director | ||
David Kenwright | 73 | Director | ||
Alexander Oetker | 46 | Director | ||
Florian Weidinger | 40 | Director |
Name |
Age |
Position | ||
David J. Butters | 80 | Executive Chairman | ||
Dr. Henry Deans | 53 | Chief Executive Officer | ||
Niall Nolan | 57 | Chief Financial Officer | ||
Oeyvind Lindeman | 42 | Chief Commercial Officer | ||
Paul Flaherty | 57 | Director of Fleet & Technical Operations | ||
Barre Browne | 41 | Director of Commercial Operations |
B. |
Compensation |
C. |
Board Practices |
D. |
Employees |
E. |
Share Ownership |
Item 7. |
Major Shareholders and Related Party Transactions |
A. |
Major Shareholders |
• | each person known by us to be a beneficial owner of more than 5.0% of our common stock; |
• | each of our directors; |
• | each of our named executive officers; and |
• | all directors and executive officers as a group. |
Common Stock Beneficially Owned |
||||||||
Name of Beneficial Owner |
Shares (1) |
Percent |
||||||
BW Group (2) |
21,868,857 | 39.1 | % | |||||
David J. Butters (3) |
2,212,670 | 4.0 | % | |||||
Dr. Henry Deans |
15,081 | * | ||||||
Andreas Beroutsos |
— | — | ||||||
Dr. Heiko Fischer (4) |
66,366 | * | ||||||
David Kenwright |
47,766 | * | ||||||
Alexander Oetker |
7,595 | * | ||||||
Florian Weidinger |
44,266 | * | ||||||
Barre Browne |
— | — | ||||||
Paul Flaherty |
20,998 | * | ||||||
Oeyvind Lindeman |
20,349 | * | ||||||
Niall Nolan |
133,229 | * | ||||||
All executive officers and directors as a group (11 persons) |
2,568,320 | 4.6 | % |
* | Less than 1%. |
(1) | Unless otherwise indicated, all shares of common stock are owned directly by the named holder and such holder has sole power to vote and dispose of such shares. Unless otherwise noted, the address for each beneficial owner named above is: 650 Madison Avenue, 25 th Floor, New York, New York 10022. |
(2) | Represents 21,868,857 shares of common stock held directly by BW Group. The address of entity and person identified in this note is c/o Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HMEX, Bermuda. |
(3) | Includes 150,000 shares of common stock that are owned by the spouse of Mr. Butters, for which he disclaims beneficial ownership. |
B. |
Related Party Transactions |
C. |
Interests of Experts and Counsel |
Item 8. |
Financial Information |
A. |
Consolidated Statements and Other Financial Information |
B. |
Significant Changes |
Item 9. |
The Offer and Listing |
A. |
Offer and Listing Details |
B. |
Plan of distribution |
C. |
Markets |
Item 10. |
Additional Information |
A. |
Share Capital |
B. |
Memorandum and Articles of Association |
C. |
Material Contracts |
(1) | Investor Rights Agreement, dated November 5, 2013, among Navigator Holdings Ltd., WL Ross & Co. LLC and certain of its affiliates named therein. See “Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions—Investor Rights Agreement”. |
(2) | Joint Venture Agreement, dated August 4, 2010, among PT Persona Sentra Utama, PT Mahameru Kencana Abadi, Navigator Gas Invest Limited and PT Navigator Khatulistiwa. On August 4, 2010, PT Persona Sentra Utama, PT Mahameru Kencana Abadi, Navigator Gas Invest Limited and PT Navigator Khatulistiwa, an Indonesian limited liability company, or “PTNK,” entered into a Joint Venture Agreement, or the “JV Agreement.” Our operations in Indonesia are subject, among other things, to the Indonesian Shipping Act. That law generally provides that in order for certain vessels involved in Indonesian cabotage to obtain the requested licenses, the owners must either be wholly Indonesian owned or have a majority Indonesian shareholding. Navigator Pluto Navigator Aries |
(3) | Supplemental Deed, dated February 13, 2014, among PT Navigator Khatulistiwa, PT Persona Sentra Utama, PT Mahameru Kencana Abadi, Navigator Gas Invest Limited, Falcon Funding Ptd. Ltd. and Navigator Gas L.L.C. On February 13, 2014, PTNK, PT Persona Sentra Utama, PT Mahameru Kencana Abadi, Navigator Gas Invest Limited, Falcon Funding Pte. Ltd and Navigator Gas L.L.C. entered into a Supplemental Deed under which the JV Agreement was amended to include Navigator Global Navigator Pluto Navigator Aries |
(4) | $278.1 million Facility Agreement, by and among Navigator Atlas L.L.C, Navigator Europa L.L.C., Navigator Oberon L.L.C., Navigator Triton L.L.C., Navigator Umbrio L.L.C., Navigator Centauri L.L.C., Navigator Ceres L.L.C., Navigator Ceto L.L.C. and Navigator Copernico L.L.C, Navigator Holdings Ltd. and Navigator Gas L.L.C., Credit Agricole Corporate and Investment Bank, HSH Nordbank Ag and NIBC Bank N.V. as the arrangers and Credit Agricole as agent, and a group of financial institutions as lenders, dated as of January 27, 2015. See Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities and Facility Limits—January 2015 Secured Term Loan Facility.” |
(5) | $290.0 million Facility Agreement, by and among Navigator Gas L.L.C., Nordea Bank AB, ABN Amro Bank N.V., Danmarks Skibskredit A/S, National Australia Bank Limited, ING Bank N.V. and Credit Agricole Corporate and Investment Bank as the arrangers and Nordea Bank AB and ABN Amro Bank N.V as agent and a group of financial institutions as lenders, dated as of December 21, 2015. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities and Facility Limits—December 2015 Revolving Credit Facility.” |
(6) | Bond Agreement between Navigator Holdings Ltd. and Nordic Trustee AS on behalf of the Bondholders in the bond issue of 7.75% Navigator Holdings Ltd. Senior Unsecured Callable Bonds dated February 10, 2017. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities and Facility Limits—2017 Senior Unsecured Bonds.” |
(7) | Amendment to the Bond Agreement, dated September 30, 2019 by and among Navigator Holdings Ltd. and the Nordic Trustee, relating to Bond agreement between Navigator Holdings Ltd. and Nordic Trustee AS on behalf of the Bondholders in the bond issue of 7.75% Navigator Holdings Ltd. Senior Unsecured Callable Bonds dated February 10, 2017. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities and Facility Limits—2017 Senior Unsecured Bonds.” |
(8) | $220.0 million Secured Facility Agreement, dated October 28, 2016, by and among Navigator Gas L.L.C. as borrower, Navigator Holdings Ltd., as guarantor, and the lenders named therein. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities and Facility Limits—October 2016 Secured Term Loan Facility.” |
(9) | $160.8 million Secured Facility Agreement dated June 30, 2017, by and among Navigator Gas L.L.C. as borrower, Navigator Holdings Ltd., as guarantor, and the lenders named therein. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities and Facility Limits—June 2017 Secured Term Loan Facility.” |
(10) | Bond Terms between Navigator Holdings Ltd., as issuer, and Nordic Trustee AS, as bond trustee and security agent, in the bond issue of NIBOR+6.0% Navigator Holdings Ltd. Senior Secured Callable NOK Bonds dated November 1, 2018. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities and Facility Limits—2018 Senior Secured Bonds.” |
(11) | $107.0 million Secured Facility Agreement, dated March 25, 2019, by and among Navigator Atlas L.L.C., Navigator Europa L.L.C., Navigator Oberon L.L.C. and Navigator Triton L.L.C. as borrowers, Navigator Gas L.L.C. and Navigator Holdings Ltd. as guarantors, Credit Agricole Corporate and Investment Bank, ING Bank, a branch of ING—DIBA AG and Skandinaviska Enskilda Banken AB (Publ), as arrangers and Credit Agricole Corporate and Investment Bank, as agent. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities and Facility Limits—March 2019 Secured Term Loan Facility.” |
(12) | $75.0 million Credit Agreement dated March 29, 2019, between Navigator Ethylene Terminals L.L.C. as borrower, and ING Capital L.L.C. and SG Americas Securities L.L.C. as arrangers. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Terminal Facility.” |
(13) | $210.0 million Facility Agreement, by and among Navigator Gas L.L.C. as borrower and Nordea Bank AB, ABN Amro Bank N.V., BNP Paribas S.A., ING Bank N.V., London Branch; National Australia Bank Limited and Credit Agricole Corporate and Investment Bank as lead arrangers and a group of financial institutions as lenders, dated as of September 17, 2020. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities and Facility Limits—September 2020 Revolving Credit Facility.” |
(14) | Bond Agreement between Navigator Holdings Ltd. and Nordic Trustee AS on behalf of the Bondholders in the bond issue of 8.0% Navigator Holdings Ltd. Senior Unsecured Callable Bonds dated September 9, 2020. See “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities and Facility Limits—2020 Senior Unsecured Bonds.” |
(15) | Investor Rights Agreement, dated December 22, 2020, among Navigator Holdings Ltd. and BW Group. See “Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions—Investor Rights Agreement”. |
D. |
Exchange Controls |
E. |
Taxation |
• | an individual U.S. citizen or resident (as determined for U.S. federal income tax purposes); |
• | a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) organized under the laws of the United States or its political subdivisions; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust if (i) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes. |
• | at least 75.0% of our gross income (including the gross income of our vessel-owning subsidiaries) for such taxable year consists of passive income (e.g., dividends, interest, capital gains from the sale or exchange of investment property and rents derived other than in the active conduct of a rental business), or |
• | at least 50.0% of the average value of the assets held by us (including the assets of our vessel-owning subsidiaries) during such taxable year produce, or are held for the production of, passive income. |
• | the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common stock; |
• | the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to the Non-Electing Holder would be taxed as ordinary income; and |
• | the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayers for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such year. |
• | fails to provide an accurate taxpayer identification number; |
• | is notified by the IRS that he has failed to report all interest or corporate distributions required to be reported on their U.S. federal income tax returns; or |
• | in certain circumstances, fails to comply with applicable certification requirements. |
F. |
Dividends and Paying Agents |
G. |
Statements by Experts |
H. |
Documents on Display |
I. |
Subsidiary Information |
Item 11. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 12. |
Description of Securities Other than Equity Securities |
Item 13. |
Defaults, Dividend Arrearages and Delinquencies |
Item 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds |
Item 15. |
Controls and Procedures |
• | a lack of sufficient effective controls over prospective financial information used in the Company’s going concern assessment; |
• | a lack of sufficient accounting and financial reporting personnel with requisite knowledge and experience in the application of U.S. GAAP and SEC financial reporting requirements; and |
• | manage access and manage change for IT systems at one of the Company’s third party technical managers. |
Item 16A. |
Audit Committee Financial Expert |
Item 16B. |
Code of Ethics |
Item 16C. |
Principal Accountant Fees and Services |
Item 16D. |
Exemptions from the Listing Standards for Audit Committees |
Item 16E. |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
Item 16F. |
Change in Registrant’s Certifying Accountant |
Item 16G. |
Corporate Governance |
Item 16H. |
Mine Safety Disclosure |
Item 17. |
Financial Statements |
Item 18. |
Financial Statements |
F-8 |
||||
F-9 |
||||
F-10 |
||||
F-11 |
||||
F-12 |
||||
F-13 |
Item 19. |
Exhibits |
Exhibit Number |
Description | |
8.1* | List of Subsidiaries of Navigator Holdings Ltd. | |
12.1* | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. | |
12.2* | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. | |
13.1* | Certification under Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer. | |
13.2* | Certification under Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer. | |
15.1* | Consent of Independent Registered Public Accounting Firm, EY LLP | |
15.2* | Consent of Independent Registered Public Accounting Firm, KPMG LLP | |
15.3* | Consent of Independent Registered Public Accounting Firm, DELOITTE & TOUCHE LLP | |
101. INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101. SCH* | Inline XBRL Taxonomy Extension Schema | |
101. CAL* | Inline XBRL Taxonomy Extension Schema Calculation Linkbase | |
101. DEF* | Inline XBRL Taxonomy Extension Schema Definition Linkbase | |
101. LAB* | Inline XBRL Taxonomy Extension Schema Label Linkbase | |
101. PRE* | Inline XBRL Taxonomy Extension Schema Presentation Linkbase | |
104* | Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
NAVIGATOR HOLDINGS LTD. | ||||||
Date: May 17, 2021 | By: | /s/ Niall Nolan | ||||
Name: | Niall Nolan | |||||
Title: | Chief Financial Officer (Principal Financial Officer) |
NAVIGATOR HOLDINGS LTD. |
||||
AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
||||
F-2 to F-5 |
||||
F-6 |
||||
F-7 |
||||
F-8 |
||||
F-9 |
||||
F-10 |
||||
F-11 |
||||
F-12 |
||||
F-13 |
December 31, 2019 | December 31, 2020 | |||||||
(in thousands, except share data) | ||||||||
Assets |
||||||||
Current assets |
||||||||
Cash, cash equivalents and restricted cash |
$ | $ | ||||||
Accounts receivable, net of allowance for credit losses of $ |
||||||||
Accrued income |
||||||||
Prepaid expenses and other current assets |
||||||||
Bunkers and lubricant oils |
||||||||
Insurance receivable |
||||||||
Amounts due from related parties |
— | |||||||
Total current assets |
||||||||
Non-current assets |
||||||||
Vessels, net |
||||||||
Property, plant and equipment, net |
||||||||
Intangible assets, net of accumulated amortization of $ |
||||||||
Investment in equity accounted joint ventures |
||||||||
Right-of-use |
||||||||
Prepaid expenses and other non- current assets |
— | |||||||
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 |
||||||||
Amounts due to related parties |
||||||||
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 |
||||||||
Amounts due to related parties |
||||||||
Total non-current liabilities |
||||||||
Total Liabilities |
||||||||
Commitments and contingencies (see note 15) |
||||||||
Stockholders’ equity |
||||||||
Common stock—$ par value per share; |
||||||||
Additional paid-in capital |
||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
Retained earnings |
||||||||
Total Navigator Holdings Ltd. stockholders’ equity |
||||||||
Non-controlling interest |
||||||||
Total equity |
||||||||
Total liabilities and equity |
$ | $ | ||||||
Year ended December 31, 2018 |
Year ended December 31, 2019 |
Year ended December 31, 2020 |
||||||||||
(in thousands, except per share data) | ||||||||||||
Revenues |
||||||||||||
Operating revenues |
$ | $ | $ | |||||||||
Operating revenues—Luna Pool collaborative arrangements |
— | — | ||||||||||
Total operating revenues |
||||||||||||
Expenses |
||||||||||||
Brokerage commissions |
||||||||||||
Voyage expenses |
||||||||||||
Voyage expenses—Luna Pool collaborative arrangements |
— | — | ||||||||||
Vessel operating expenses |
||||||||||||
Depreciation and amortization |
||||||||||||
General and administrative costs |
||||||||||||
Other Income |
— | — | ( |
) | ||||||||
Total operating expenses |
||||||||||||
Operating income |
||||||||||||
Other income/(expense) |
||||||||||||
Foreign currency exchange gain/(loss) on senior secured bonds |
( |
) | ||||||||||
Unrealized (loss)/gain on non-designated derivative instruments |
( |
) | ( |
) | ||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ||||||
Loss on repayment of senior unsecured bonds |
— | — | ( |
) | ||||||||
Write off of deferred financing costs |
— | ( |
) | ( |
) | |||||||
Interest income |
||||||||||||
(Loss)/income before income taxes and share of result of equity accounted joint ventures |
( |
) | ( |
) | ||||||||
Income taxes |
( |
) | ( |
) | ( |
) | ||||||
Share of result of equity accounted joint ventures |
( |
) | ( |
) | ||||||||
Net (loss)/income |
( |
) | ( |
) | ||||||||
Net income attributable to non-controlling interest |
— | ( |
) | ( |
) | |||||||
Net loss attributable to stockholders of Navigator Holdings Ltd. |
( |
) | ( |
) | ( |
) | ||||||
Loss per share attributable to stockholders of Navigator Holdings Ltd.: |
||||||||||||
Basic and diluted: |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Weighted average number of shares outstanding: |
||||||||||||
Basic: |
||||||||||||
Diluted: |
||||||||||||
Year ended December 31, 2018 (in thousands) |
Year ended December 31, 2019 (in thousands) |
Year ended December 31, 2020 (in thousands) |
||||||||||
Net (loss)/ income |
$ | ( |
) | $ | ( |
) | $ | |||||
Other comprehensive income/(loss): |
||||||||||||
Foreign currency translation (loss)/gain |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Total comprehensive (loss)/ income |
$ | ( |
) | $ | ( |
) | $ | |||||
|
|
|
|
|
|
|||||||
Other comprehensive (loss)/income attributable to: |
||||||||||||
Stockholders of Navigator Holdings Ltd: |
( |
) | ( |
) | ( |
) | ||||||
Non-controlling interests: |
— | |||||||||||
|
|
|
|
|
|
|||||||
Total comprehensive (loss)/income |
$ | ( |
) | $ | ( |
) | $ | |||||
|
|
|
|
|
|
Common stock | ||||||||||||||||||||||||||||
Number of shares (Note 13) |
Amount 0.01 par value (Note 13) |
Additional Paid-in Capital (Note 13) |
Accumulated Other Comprehensive Income/(Loss) |
Retained Earnings |
Non-controlling interest |
Total | ||||||||||||||||||||||
January 1, 2018 |
$ | $ | $ | ( |
) | $ | $ | — | $ | |||||||||||||||||||
Adjustment to equity for the adoption of the new revenue standard |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Forfeited shares-2013 long-term equity incentive plan |
( |
) | — | — | — | — | — | — | ||||||||||||||||||||
Restricted shares issued March 20, 2018 |
— | — | — | — | ||||||||||||||||||||||||
Net income |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Foreign currency translation |
— | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||
Share-based compensation plan |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
December 31, 2018 |
$ | $ | $ | ( |
) | $ | $ | — | $ | |||||||||||||||||||
Adjustment to equity for the adoption of the new lease standard |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Restricted shares issued March 20, 2019 |
— | — | — | — | ||||||||||||||||||||||||
Restricted shares cancelled August 14, 2019 |
( |
) | — | — | — | — | — | — | ||||||||||||||||||||
Net income |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
Foreign currency translation |
— | — | — | — | — | |||||||||||||||||||||||
Share-based compensation plan |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
December 31, 2019 |
$ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||
Adjustment to equity for the adoption of the new credit losses standard |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Restricted shares issued March 19, 2020 |
— | — | — | — | ||||||||||||||||||||||||
Restricted shares cancelled April 14, 2020 |
( |
) | — | — | — | — | — | — | ||||||||||||||||||||
Restricted shares cancelled October 19, 2020 |
( |
) | — | — | — | — | — | — | ||||||||||||||||||||
Net income |
— | — | — | — | ( |
) | ||||||||||||||||||||||
Foreign currency translation |
— | — | — | — | — | |||||||||||||||||||||||
Share-based compensation plan |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
December 31, 2020 |
$ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2018 (in thousands) |
Year ended December 31, 2019 (in thousands) |
Year ended December 31, 2020 (in thousands) |
||||||||||
Cash flows from operating activities |
||||||||||||
Net (loss)/income |
$ | ( |
) | $ | ( |
) | $ | |||||
Adjustments to reconcile net income/(loss) to net cash provided by operating activities |
||||||||||||
Unrealized loss/(gain) on non-designated derivative instruments |
( |
) | ||||||||||
Depreciation and amortization |
||||||||||||
Payment of drydocking costs |
( |
) | ( |
) | ( |
) | ||||||
Amortization of share-based compensation |
||||||||||||
Amortization of deferred financing costs |
||||||||||||
Share of result of equity accounted joint ventures |
( |
) | ||||||||||
Call option premium on redemption of |
— | — | ||||||||||
Insurance claim receivable |
( |
) | ( |
) | ( |
) | ||||||
Unrealized foreign exchange (gain)/loss on senior secured bonds |
( |
) | ( |
) | ||||||||
Other unrealized foreign exchange (loss)/gain |
( |
) | ||||||||||
Changes in operating assets and liabilities |
— | |||||||||||
Accounts receivable |
( |
) | ( |
) | ||||||||
Bunkers and lubricant oils |
( |
) | ( |
) | ||||||||
Accrued income, prepaid expenses and other current assets |
( |
) | ( |
) | ||||||||
Accounts payable, accrued interest, accrued expenses and other liabilities |
( |
) | ||||||||||
Amounts due from related parties |
— | — | ( |
) | ||||||||
Net cash provided by operating activities |
||||||||||||
Cash flows from investing activities |
||||||||||||
Additions to vessels and equipment |
( |
) | ( |
) | ( |
) | ||||||
Investment in equity accounted joint ventures |
( |
) | ( |
) | ( |
) | ||||||
Purchase of other property, plant and equipment and intangibles |
( |
) | ( |
) | ( |
) | ||||||
Insurance recoveries |
||||||||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
Cash flows from financing activities |
||||||||||||
Proceeds from secured term loan facilities and revolving credit facilities |
||||||||||||
Proceeds from revolving loan facility |
— | — | ||||||||||
Proceeds from refinancing of vessel to related parties |
— | — | ||||||||||
Issuance of senior secured bonds |
— | — | ||||||||||
Issuance of |
— | — | ||||||||||
Issuance cost of senior secured bonds |
( |
) | ( |
) | ( |
) | ||||||
Issuance costs of unsecured bond amendment |
— | ( |
) | — | ||||||||
Issuance cost of |
— | — | ( |
) | ||||||||
Issuance cost of refinancing of vessel |
— | ( |
) | ( |
) | |||||||
Direct financing cost of secured term loan and revolving credit facilities |
( |
) | ( |
) | ( |
) | ||||||
Direct financing cost of terminal credit facility |
— | ( |
) | ( |
) | |||||||
Repayment of |
— | — | ( |
) | ||||||||
Repayment of secured term loan facilities and revolving credit facilities |
( |
) | ( |
) | ( |
) | ||||||
Repayment of refinancing of vessel to related parties |
— | ( |
) | ( |
) | |||||||
Net cash (used in)/provided by financing activities |
( |
) | ( |
) | ||||||||
Net increase/(decrease) in cash, cash equivalents and restricted cash |
( |
) | ( |
) | ||||||||
Cash, cash equivalents and restricted cash at beginning of year |
||||||||||||
Cash, cash equivalents and restricted cash at end of year |
$ | $ | $ | |||||||||
Supplemental Information |
||||||||||||
Total interest paid during the year, net of amounts capitalized |
$ | $ | $ | |||||||||
Total tax paid during the year |
$ | $ | $ | |||||||||
(in thousands) | ||||
Beginning balance as of December 31, 2019 |
$ | — | ||
Allowance recognized on transition |
||||
Current period provision for expected credit losses |
||||
Ending balance as of December 31, 2020 |
$ | |||
December 31, 2019 | December 31, 2020 | |||||||||||
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 | $ | ( |
) | $ | ( |
) | |||||
Interest rate swap agreements |
Level 2 | — | ( |
) |
December 31, 2019 | December 31, 2020 | |||||||||||||||||||
Fair Value Hierarchy Level |
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 11) |
Level 2 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
2017 Bonds (note 12) |
Level 2 | ( |
) | ( |
) | — | — | |||||||||||||
2020 Bonds (note 12) |
Level 2 | — | — | ( |
) | ( |
) | |||||||||||||
Secured term loan facilities and revolving credit facilities (note 10) |
Level 2 | ( |
) | ( |
) | ( |
) | ( |
) |
Year ended December 31, (in thousands) |
||||||||||||
2018 | 2019 | 2020 | ||||||||||
Operating revenues: |
||||||||||||
Time charters |
$ | $ | $ | |||||||||
Time charters from Luna Pool collaborative arrangements |
— | — | ||||||||||
Voyage charters |
||||||||||||
Voyage charters from Luna Pool collaborative arrangements |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
Total operating revenues |
$ | $ | $ |
(in thousands) | ||||
2021:* |
$ | |||
2022: |
$ | |||
2023: |
$ | |||
2024: |
$ | |||
2025: |
$ | |||
2026 onwards: |
$ |
* | The committed time charter revenue for the period ended December 31, 2021 includes an extension to a charter party agreement agreed on January 5, 2021 with a new rate applicable from December 23, 2020. |
Vessel (in thousands) |
Drydocking (in thousands) |
Total (in thousands) |
||||||||||
Cost |
||||||||||||
December 31, 2018 |
$ | $ | $ | |||||||||
Additions |
||||||||||||
Write-offs of fully amortized assets |
— | ( |
) | ( |
) | |||||||
December 31, 2019 |
||||||||||||
Additions |
||||||||||||
Write-offs of fully amortized assets |
— | ( |
) | ( |
) | |||||||
December 31, 2020 |
$ | $ | $ | |||||||||
Accumulated Depreciation |
||||||||||||
December 31, 2018 |
$ | $ | $ | |||||||||
Charge for the period |
||||||||||||
Write-offs of fully amortized assets |
— | ( |
) | ( |
) | |||||||
December 31, 2019 |
||||||||||||
Charge for the period |
||||||||||||
Write-offs of fully amortized assets |
— | ( |
) | ( |
) | |||||||
December 31, 2020 |
$ | $ | $ | |||||||||
Net Book Value |
||||||||||||
December 31, 2018 |
$ | $ | $ | |||||||||
December 31, 2019 |
$ | $ | $ | |||||||||
December 31, 2020 |
$ | $ | $ | |||||||||
December 31, | December 31, | |||||||
2019 | 2020 | |||||||
Enterprise Navigator Ethylene Terminal L.L.C. (“Export Terminal Joint Venture”) |
% | % | ||||||
Luna Pool Agency Limited. (“Pool Agency”) |
— | % |
2019 | 2020 | |||||||
(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 |
||||||||
Total investment in equity accounted joint venture at December 31 |
$ | $ | ||||||
Corporation Name |
Percentage Ownership as of December 31, |
Country of Incorporation |
Subsidiary of Limited Liability Company |
|||||||||||||
2019 | 2020 | |||||||||||||||
- Navigator Gas U.S. L.L.C. |
% | % | ||||||||||||||
- Navigator Gas L.L.C. |
% | % | ||||||||||||||
~ Navigator Aries L.L.C. |
% | % | ||||||||||||||
~ Navigator Atlas L.L.C. |
% | % | ||||||||||||||
~ Navigator Aurora L.L.C. |
% | % | ||||||||||||||
~ Navigator Centauri L.L.C. |
% | % | ||||||||||||||
~ Navigator Ceres L.L.C. |
% | % | ||||||||||||||
~ Navigator Ceto L.L.C. |
% | % | ||||||||||||||
~ Navigator Copernico L.L.C. |
% | % | ||||||||||||||
~ Navigator Capricorn L.L.C. |
% | % | ||||||||||||||
~ Navigator Eclipse L.L.C. |
% | % | ||||||||||||||
~ Navigator Europa L.L.C. |
% | % | ||||||||||||||
~ Navigator Galaxy L.L.C. |
% | % | ||||||||||||||
~ Navigator Gemini L.L.C. |
% | % | ||||||||||||||
~ Navigator Genesis L.L.C. |
% | % | ||||||||||||||
~ Navigator Glory L.L.C. |
% | % | ||||||||||||||
~ Navigator Grace L.L.C. |
% | % | ||||||||||||||
~ Navigator Gusto L.L.C. |
% | % | ||||||||||||||
~ Navigator Jorf L.L.C. |
% | % | ||||||||||||||
~ Navigator Leo L.L.C. |
% | % | ||||||||||||||
~ Navigator Libra L.L.C. |
% | % | ||||||||||||||
~ Navigator Luga L.L.C. |
% | % | ||||||||||||||
~ Navigator Magellan L.L.C. |
% | % | ||||||||||||||
~ Navigator Mars L.L.C. |
% | % | ||||||||||||||
~ Navigator Neptune L.L.C. |
% | % | ||||||||||||||
~ Navigator Nova L.L.C. |
% | % | ||||||||||||||
~ Navigator Oberon L.L.C. |
% | % | ||||||||||||||
~ Navigator Pegasus L.L.C. |
% | % | ||||||||||||||
~ Navigator Phoenix L.L.C. |
% | % | ||||||||||||||
~ Navigator Prominence L.L.C. |
% | % | ||||||||||||||
~ Navigator Saturn L.L.C. |
% | % | ||||||||||||||
~ Navigator Scorpio L.L.C. |
% | % | ||||||||||||||
~ Navigator Taurus L.L.C. |
% | % | ||||||||||||||
~ Navigator Triton L.L.C. |
% | % | ||||||||||||||
~ Navigator Umbrio L.L.C. |
% | % | ||||||||||||||
~ Navigator Venus L.L.C. |
% | % | ||||||||||||||
~ Navigator Virgo L.L.C. |
% | % | ||||||||||||||
~ Navigator Yauza L.L.C. |
% | % | ||||||||||||||
~ NGT Services (UK) Ltd |
% | % | ||||||||||||||
~ NGT Services (Poland) Sp. z.o.o. |
% | % | ||||||||||||||
~ Navigator Gas Ship Management Ltd. |
% | % | ||||||||||||||
~ Falcon Funding PTE Ltd |
% | % | ||||||||||||||
~ Navigator Gas Invest Ltd |
% | % | ||||||||||||||
- PT Navigator Khatulistiwa * |
% | % | ||||||||||||||
~ Navigator Terminals L.L.C. |
% | % | ||||||||||||||
~ Navigator Terminal Invest Ltd |
% | % | ||||||||||||||
- Navigator Ethylene Terminals L.L.C. |
% | % | Delaware |
(USA) |
* | PT Navigator Khatulistiwa is a consolidated VIE where the Company is deemed to be the primary beneficiary. |
December 31, 2019 |
December 31, 2020 |
|||||||
(in thousands) |
||||||||
Assets |
||||||||
Cash, cash equivalents and restricted cash |
$ | $ | ||||||
Liabilities |
||||||||
Amounts due to related parties, current |
$ | ( |
) | $ | ( |
) | ||
Amounts due to related parties, non-current |
( |
) | ( |
) | ||||
$ | ( |
) | $ | ( |
) | |||
December 31, 2019 |
December 31, 2020 |
|||||||
(in thousands) | ||||||||
Due within one year |
$ | $ | ||||||
Due in two years |
||||||||
Due in three years |
||||||||
Due in four years |
||||||||
Due in five years |
||||||||
Due in more than five years* |
||||||||
Total secured term loans and revolving credit facilities |
$ | $ | ||||||
Less: current portion |
||||||||
Secured term loan facilities and revolving credit facility, non-current portion* |
$ | $ | ||||||
* | Includes amounts relating to the Navigator Aurora Facility held within a lessor entity (for which legal ownership resides with financial institutions) that we are required to consolidate under U.S. GAAP into our financial statements as a variable interest entity (Please read Note 9—Variable Interest Entities to our consolidated financial statements) |
December 31, 2019 |
December 31, 2020 |
|||||||
(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 |
$ | $ | ||||||
|
|
|
|
* | Includes amounts relating to the Navigator Aurora Facility held within a lessor entity (for which legal ownership resides with a financial institution) that we are required to consolidate under U.S. GAAP into our financial statements as a variable interest entity Please read Note 9—Variable Interest Entities to our consolidated financial statements. |
December 31, 2019 |
December 31, 2020 |
|||||||
(in thousands) | ||||||||
Senior Secured Bond |
||||||||
Total Bond |
$ | $ | ||||||
Less deferred financing costs |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Bond, net of deferred financing costs |
$ | $ | ||||||
|
|
|
|
December 31, 2019 |
December 31, 2020 |
|||||||
(in thousands) | ||||||||
Senior Unsecured Bonds |
||||||||
Total 2017 Bonds |
$ | $ | — | |||||
Total 2020 Bonds |
— | |||||||
Less deferred financing costs |
( |
) | ( |
) | ||||
Total Bonds, net of deferred financing costs |
$ | $ | ||||||
December 31, 2018 |
December 31, 2019 |
December 31, 2020 |
||||||||||
Basic and diluted loss available to common stockholders (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 years ended December 31, 2018, 2019 and 2020, |
Number of non-vested restricted shares |
Weighted average grant date fair value |
Weighted average remaining contractual term |
||||||||||
Balance as of January 1, 2019 |
$ | |||||||||||
Granted |
||||||||||||
Vested |
( |
) | ||||||||||
Forfeited |
( |
) | ||||||||||
Balance as of December 31, 2019 |
$ | |||||||||||
Granted |
||||||||||||
Forfeited |
( |
) | ||||||||||
Vested |
( |
) | ||||||||||
Balance as of December 31, 2020 |
$ | |||||||||||
Options |
Number of options outstanding |
Weighted average exercise price per share |
Aggregate intrinsic value |
|||||||||
Balance as of January 1, 2019 |
$ | — | ||||||||||
Granted during the year |
— | |||||||||||
Balance as of December 31, 2019 |
$ | — | ||||||||||
Forfeited during the period |
( |
) | — | |||||||||
Balance as of December 31, 2020 |
$ | — | ||||||||||
2021 |
2022 |
2023 |
2024 |
2025 |
Thereafter |
Total |
||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||
Marine Export Terminal capital contributions 1 |
— | — | — | — | — | |||||||||||||||||||||||
Secured term loan facilities and revolving credit facilities |
— | |||||||||||||||||||||||||||
2020 Bonds |
— | — | — | — | — | |||||||||||||||||||||||
2018 Bonds |
— | — | — | — | — | |||||||||||||||||||||||
Office operating leases 2 |
— | — | — | — | ||||||||||||||||||||||||
Navigator Aurora Facility 3 |
— | — | — | — | — | |||||||||||||||||||||||
Total contractual obligations |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
1 |
On January 21, 2021, the Company made a capital contribution of $ |
2 |
The Company occupies office space in London with a lease that commenced in January 2017 for a period of right-of-use |
The Company entered into a lease for office space in New York that now expires on |
The lease term for our representative office in Gdynia, Poland is for a period of |
The weighted average remaining contractual lease term for the above three office leases on December 31, 2020 was |
3 |
The Navigator Aurora Facility is a loan facility held within a lessor entity (for which legal ownership resides with financial institutions) that we are required to consolidate under U.S. GAAP into our financial statements as a variable interest entity. Please read Note 9—Variable Interest Entities to our consolidated financia l statements. |
December 31, 2019 | December 31, 2020 | |||||||
(in thousands) | ||||||||
One year |
$ | $ | ||||||
Two years |
||||||||
Three years |
||||||||
Four years |
||||||||
Five years |
||||||||
Six years and thereafter |
||||||||
|
|
|
|
|||||
Total undiscounted operating lease commitments |
$ | $ | ||||||
Less: Discount adjustment |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total operating lease liabilities |
$ | $ | ||||||
Less: current portion |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Operating lease liabilities, non-current portion |
$ | $ | ||||||
|
|
|
|
2018 (in thousands) |
2019 (in thousands) |
2020 (in thousands) |
||||||||||
(Loss)/income before income taxes and share of result of equity accounted joint ventures |
$ | ( |
) | $ | ( |
) | $ | |||||
Tax expense at statutory rate |
||||||||||||
Total statutory tax charge |
||||||||||||
Tax charge in UK subsidiaries |
||||||||||||
Tax charge in Polish subsidiary |
( |
) | ( |
) | ||||||||
Tax charge in Singapore subsidiary |
||||||||||||
Tax charge in Maltese VIE ( note 9 |
||||||||||||
Total tax charge |
$ | $ | $ | |||||||||
2019 (in thousands) |
2020 (in thousands) |
|||||||
Deferred tax asset |
||||||||
Net operating losses carry forwards |
$ | $ | ||||||
Total deferred tax assets |
||||||||
Less valuation allowance |
( |
) | ( |
) | ||||
Deferred tax asset, net of valuation allowance |
||||||||
Deferred tax liabilities |
||||||||
Investment in joint venture |
||||||||
Other temporary differences |
||||||||
Total deferred tax liabilities |
$ | $ | ||||||
Net deferred tax asset |
||||||||
December 31, 2019 |
December 31, 2020 |
|||||||
(in thousands) | ||||||||
Cash, Cash Equivalents and Restricted Cash |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Cash and cash equivalents held by the lessor VIE ( note 9 |
||||||||
Restricted cash |
||||||||
Total cash, cash equivalents and restricted cash |
$ | $ | ||||||
Year ended December 31, 2019 |
Year ended December 31, 2020 |
|||||||
(in thousands) | ||||||||
Net income / (expenses) |
||||||||
Luna Pool Agency Limited |
$ | — | $ | — | ||||
Ocean Yield Malta Limited |
( |
) | ( |
) | ||||
Total |
$ | ( |
) | $ | ( |
) | ||
December 31, 2019 |
December 31, 2020 |
|||||||
(in thousands) | ||||||||
Receivables / (payables) |
||||||||
Luna Pool Agency Limited |
$ | $ | ||||||
Ocean Yield Malta Limited |
( |
) | ( |
) | ||||
Year ended December 31, 2020 |
||||
(in thousands) | ||||
Income / (expenses) |
||||
Time and Voyage Charter Revenues |
$ | |||
Time and Voyage charter revenues from Luna Pool collaborative arrangements |
||||
Brokerage Commissions |
( |
) | ||
Voyage Expenses |
( |
) | ||
Voyage Expenses – Luna Pool collaborative arrangements |
( |
) | ||
Total net operating income from the Luna Pool |
||||
Other Income |
||||
Total net income from the Luna Pool |
$ | |||
December 31, 2020 |
||||
(in thousands) | ||||
Receivables / (payables) |
||||
Other assets |
$ | |||
Total assets |
$ | |||
Year ended December 31, 2019 |
Year ended December 31, 2020 |
|||||||
(in thousands) | ||||||||
Income / (expenses) |
||||||||
General and administrative expenses |
$ | ( |
) | $ | ( |
) | ||
Interest expense |
( |
) | ( |
) | ||||
Total |
$ | ( |
) | $ | ( |
) | ||
December 31, 2019 |
December 30, 2020 |
|||||||
(in thousands) | ||||||||
Receivables / (payables) |
||||||||
Accrued interest and trade payables |
$ | ( |
) | $ | ( |
) | ||
Navigator Aurora Facility, net of deferred financing costs |
( |
) | ( |
) | ||||
Other non-current payables |
( |
) | ( |
) | ||||
Total liabilities |
$ | ( |
) | $ | ( |
) | ||