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Navigator Gas First Quarter 2024 Results
LONDON, May 15, 2024 (GLOBE NEWSWIRE) --
Financial Highlights
On May 14, 2024, the Board of Navigator Holdings Ltd. (NYSE:NVGS) declared a cash dividend of $0.05 per share for the quarter ended March 31, 2024, (the "Dividend") under the Company's Return of Capital policy. The Dividend will be payable on June 25, 2024, to all shareholders of record as of the close of business U.S. E.D.T. on June 4, 2024.
Also as part of the Company's Return of Capital policy for the quarter ended March 31, 2024, the Company expects to repurchase approximately $2.0 million of common stock between May 16, 2024, and June 30, 2024, subject to operating needs, market conditions, and other circumstances, such that the Dividend and share repurchases together equal 25% of net income for the quarter ended March 31, 2024.
The Company repurchased 52,630 shares of common stock during the quarter ended March 31, 2024, at an average price of $15.20 per share.
The Company reported total operating revenue of $134.2 million for the three months ended March 31, 2024, compared to $136.0 million for the three months ended March 31, 2023.
Net Income attributable to stockholders' of the Company was $22.6 million for the three months ended March 31, 2024, compared to $18.8 million for the three months ended March 31, 2023.
Basic earnings per share was $0.31 for the three months ended March 31, 2024, compared to $0.25 per share for the three months ended March 31, 2023. Basic earnings per share adjusted to exclude realized and unrealized gains or losses on non-designated derivative instruments of $0.4 million and $4.3 million for the quarters ended March 31, 2024 and 2023 respectively, was $0.31 per share for the three months ended March 31, 2024, compared to $0.30 per share for the three months ended March 31, 2023.
EBITDA1 was $73.7 million for the three months ended March 31, 2024, compared to $64.6 million for the three months ended March 31, 2023. Adjusted EBITDA1 was $74.1 million for the three months ended March 31, 2024, compared to $69.0 million for the three months ended March 31, 2023.
Debt reduced by $31.1 million to $862.1 million during the three months ended March 31, 2024, with cash, cash equivalents and restricted cash standing at $172.2 million as of March 31, 2024.
_______________1 EBITDA and Adjusted EBITDA are not measurements prepared in accordance with U.S. GAAP. EBITDA represents net income before net interest expense, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA before profit/loss on sale of vessel, unrealized gain/loss on non-designated derivative instruments and foreign currency exchange gain or loss on senior secured bonds. 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 alternatives to consolidated net income, cash generated from operations or any measure. Reconciliations of GAAP to non-GAAP financial measures are in the below section "Reconciliation of Non-GAAP Financial Measures".
Other Highlights and Developments
Operational Update
Total operating revenue was $134.2 million for the three months ended March 31, 2024, compared to $136.0 million for the three months ended March 31, 2023.
Average daily time charter equivalent2 ("TCE") across the fleet increased to $28,339 for the three months ended March 31, 2024, compared to $25,620 for the three months ended March 31, 2023. The average handysize 12-month market assessment for semi-refrigerated and fully-refrigerated vessels for first quarter of 2024 increased by $206,000 and $152,000 per calendar month ("pcm"), to an average of $963,000 pcm and $888,000 pcm respectively, against the first quarter of 2023. The handysize ethylene market 12-month assessment increased by $320,000 pcm from $937,000 pcm to $1,257,000 pcm, from the first quarter of 2023 to the first quarter of 2024. Clarkson's market assessment for first quarter of 2024 compared with the first quarter of 2023 is therefore higher on all three segments, by 27%, 20% and 35% for semi-refrigerated, fully-refrigerated, and ethylene-capable vessel segments, respectively.
Utilization across the fleet decreased from 91.3% in the fourth quarter of 2023 to 89.3% in the first quarter of 2024. Utilization during the first quarter of 2023 was 96.3%. The primary reason for the decrease in utilization for the first quarter of 2024, compared to the both first quarter of 2023 as well as the fourth quarter of 2023, is a reduction in activity across our spot fleet in the semi-refrigerated segment. The utilization for this segment decreased to 85.2% for the first quarter of 2024 compared to 95.6% for the first quarter of 2023. The primary driver for the decrease in utilization was a reduction in LPG demand across all vessel sizes and a correction downward in the 12-month assessment for the fourth quarter of 2023 in the ethylene segment.
During the first quarter of 2024 we experienced continued robust demand for ethane shipping from the U.S. Gulf area to China. The demand was primarily driven by a continued reduction in available Panama Canal transits and ethane carriers opting to proceed via the Cape of Good Hope between the U.S. Gulf and China. Furthermore, ethylene arbitrage between the U.S. Gulf and the Far East improved, meaning increased demand from ethylene traders.
In the first quarter of 2024 we had approximately 31 vessels engaged under time charters, 16 vessels on spot voyage charters and contracts of affreightment ("CoA") and nine vessels were operated in the independently managed Unigas Pool. From April 1, 2024, and 12 months out, we have approximately 46% of our available days covered under time charter with fixed earnings. Our midsize and fully refrigerated vessels are almost exclusively employed on time charters, our semi-refrigerated vessels are employed under time charters and spot voyage charters, and most of our ethylene- capable vessels are employed on the spot voyage market.
Ethylene Export Terminal
We own a 50% share in an ethylene export marine terminal at Morgan's Point, Texas (the "Ethylene Export Terminal") through a joint venture (the "Export Terminal Joint Venture"). The Ethylene Export Terminal throughput during the first quarter of 2024 was 220,703 metric tons, compared to 250,731 metric tons during the first quarter of 2023. The decrease was due to reduced throughput in January 2024. Our share of the results of equity investments are $4.4 million for the quarter ended March 31, 2024, compared to $5.3 million for the quarter ended March 31, 2023.
We, together with Enterprise Products Partners L.P, our joint venture partner, have agreed to invest in the extension of the Ethylene Export Terminal (the "Terminal Expansion Project"), which is expected to increase the export capacity from approximately one million tons per year to at least 1.55 million tons. All major project equipment has been purchased (much of which has already been delivered), support infrastructure and new pipes are being assembled, and construction is expected to occur throughout 2024 with completion scheduled in the fourth quarter of 2024. The first new multi-year offtake contract has been signed and another offtake customer has agreed to commercial terms. We continue to expect that additional capacity will be contracted during the remainder of the construction phase.
The total capital contributions required from us to the Export Terminal Joint Venture for the Terminal Expansion Project are expected to be approximately $130 million which the Company expects to finance using existing cash resources, distributions from the Export Terminal Joint Venture during the course of the expansion and additional debt. Of the expected total of $130 million, $43.0 million has been contributed as of March 31, 2024, $8.0 million of which was contributed during the first quarter of 2024.
Investment in an Early-Stage Clean Ammonia Export Project
On May 14, 2024, the Company's Board of Directors approved a $2.5 million investment in an early-stage clean ammonia export project in the U.S. Gulf coast area. The Company expects to make its first monetary contribution to the project in the second or third quarter of 2024, and we will provide more details as the project develops. This initial investment is development capital, and subject to board approval, we also expect to make larger investments at FID and during the construction phase of the project towards a terminal and ship-shore logistics.
_______________2 TCE is not calculated in accordance with U.S. GAAP. For a reconciliation of TCE to operating revenue, the most directly comparable financial measure calculated in accordance with U.S. GAAP, please see below under "Reconciliation of Operating Revenues to TCE".
Return of Capital Policy
The Company's current Return of Capital policy, which is subject to operating needs and other circumstances, is based on paying out quarterly cash dividends of $0.05 per share of common stock and returning additional capital in the form of additional cash dividends and/or Share Repurchases (as defined below), such that the two elements combined equal at least 25% of net income for the applicable quarter.
As part of the Return of Capital policy, we expect to repurchase the Company's common stock (the "Share Repurchases") and any such Share Repurchases will be made via open market transactions, privately negotiated transactions or any other method permitted under U.S. securities laws and the rules of the U.S. Securities and Exchange Commission.
Declarations of any dividends in the future, and the amount of any such dividends, are subject to the discretion of the Company's Board. The Return of Capital policy does not oblige the Company to pay any dividends or repurchase any of its shares in the future and it may be suspended, discontinued or modified by the Company at any time, for any reason. Further, the timing of any Share Repurchases under the Return of Capital policy will be determined by the Company's management and will depend on market conditions, legal requirements, stock price, and other factors.
Unaudited Results of Operations for the Three months ended March 31, 2024 compared to the Three months ended March 31, 2023
`
Three months endedMarch 31, 2023
Three months endedMarch 31, 2024
Percentagechange
(in thousands, except Percentage change)
Operating revenues
$
116,610
$
121,020
3.8
%
Operating revenues – Unigas Pool
12,192
13,135
7.7
%
Operating revenues – Luna Pool collaborative arrangements
7,200
—
(100.0
)%
Total operating revenue
136,002
134,155
(1.4
)%
Brokerage commission
1,694
1,626
(4.0
)%
Voyage expenses
17,229
14,183
(17.7
)%
Voyage expenses – Luna Pool collaborative arrangements
5,028
—
(100.0
)%
Vessel operating expenses
41,672
42,118
1.1
%
Depreciation and amortization
31,831
33,441
5.1
%
General and administrative costs
6,755
6,480
(4.1
)%
Other income
(96
)
—
100.0
%
Total operating expenses
104,113
97,848
(6.0
)%
Operating Income
31,889
36,307
13.9
%
Unrealized loss on non-designated derivative instruments
(4,251
)
(447
)
(89.5
)%
Write off of deferred financing costs
(171
)
—
(100.0
)%
Interest expense
(13,338
)
(15,737
)
18.0
%
Interest income
583
1,612
176.5
%
Income before taxes and share of result of equity method investments
14,712
21,735
47.7
%
Income taxes
(1,164
)
(1,206
)
3.6
%
Share of result of equity method investments
5,302
4,390
(17.2
)%
Net Income
18,850
24,919
32.2
%
Net income attributable to non-controlling interest
(64
)
(2,346
)
3565.6
%
Net Income attributable to stockholders of Navigator Holdings Ltd.
$
18,786
$
22,573
20.2
%
Operating Revenues. Operating revenues, net of address commissions, was $121.0 million for the three months ended March 31, 2024, an increase of $4.4 million or 3.8% compared to $116.6 million for the three months ended March 31, 2023. This increase was primarily due to:
an increase of approximately $11.0 million attributable to an increase in average monthly time charter equivalent rates, which increased to an average of approximately $28,339 per vessel per day ($861,990 per vessel per calendar month) for the three months ended March 31, 2024, compared to an average of approximately $25,620 per vessel per day ($779,283 per vessel per calendar month) for the three months ended March 31, 2023;
a decrease of approximately $8.3 million attributable to a decrease in fleet utilization, which declined to 89.3% for the three months ended March 31, 2024, compared to 96.3% for the three months ended March 31, 2023;
an increase of approximately $4.7 million or 4.7%, attributable to a 190 day increase in vessel available days for the three months ended March 31, 2024, compared to the three months ended March 31, 2023. This increase was in part a result of five handysize vessels acquired by the Navigator Greater Bay Joint Venture being fully operational during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, in which three vessels were acquired.
a decrease of approximately $3.0 million primarily attributable to a decrease in pass through voyage costs for the three months ended March 31, 2024, compared to the three months ended March 31, 2023.
The following table presents selected operating data for the three months ended March 31, 2024, and 2023, which we believe is useful in understanding the basis of movements in our operating revenues.
Three months endedMarch 31, 2023
Three months endedMarch 31, 2024
* Fleet Data:
Weighted average number of vessels
45.0
47.0
Ownership days
4,048
4,277
Available days
4,030
4,220
Earning days
3,879
3,770
Fleet utilization
96.3
%
89.3
%
** Average daily Time Charter Equivalent
$
25,620
$
28,339
* Fleet Data - Our nine owned smaller vessels in the independently managed Unigas Pool and the vessels owned by Pacific Gas in our Luna Pool prior to their acquisition by the Navigator Greater Bay Joint Venture are not included in this data.
** Non-GAAP Financial Measure—Time charter equivalent: Time charter equivalent ("TCE") is a measure of the average daily revenue performance of a vessel. TCE is not calculated in accordance with U.S. GAAP. For all charters, we calculate TCE by dividing total operating revenues (excluding collaborative arrangements and revenues from the Unigas Pool), less any voyage expenses (excluding collaborative arrangements), by the number of earning days for the relevant period. TCE excludes the effects of the collaborative arrangements, as earning days and fleet utilization, on which TCE is based, is 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's voyage related expenses, whereas for voyage charters, also known as spot market charters, we pay all voyage expenses. TCE is a shipping industry performance measure used primarily to compare period-to-period changes in a company's performance despite changes in the mix of charter types (i.e., voyage charters, time charters and contracts of affreightment) under which the vessels may be employed. We include average daily TCE, as we believe it provides additional meaningful information in conjunction with net operating revenues. Our calculation of TCE may not be comparable to that reported by other companies.
Reconciliation of Operating Revenues to TCE
The following table represents a reconciliation of operating revenues to TCE. Operating revenues are the most directly comparable financial measure calculated in accordance with U.S. GAAP for the periods presented.
Three months endedMarch 31, 2023
Three months endedMarch 31, 2024
(in thousands, except earning days and average daily time charter equivalent rate)
Fleet Data:
*** Operating revenue
$
116,610
$
121,020
*** Voyage expenses
17,229
14,183
Operating revenue less voyage expenses
99,381
106,837
Earning days
3,879
3,770
Average daily time charter equivalent rate
$
25,620
$
28,339
***Operating revenues and voyage expenses excluding collaborative arrangements and our nine owned vessels in the independently managed Unigas Pool.
Operating Revenues – Unigas Pool. Operating revenues – Unigas Pool was $13.1 million an increase of 7.7% for the three months ended March 31, 2024, compared to $12.2 million for the three months ended March 31, 2023, and represents our share of the revenues earned from our nine vessels operating within the independently managed Unigas Pool, based on agreed pool points.
Operating Revenues – Luna Pool Collaborative Arrangements. Luna Pool earnings were aggregated and then allocated (after deducting pool overheads and manager's fees) to the pool participants in accordance with the Pooling Agreement. Operating revenues - Luna Pool collaborative arrangements was $nil for the three months ended March 31, 2024, compared to $7.2 million for the three months ended March 31, 2023, and represented our share of pool net revenues generated by the other participant's vessels in the pool, prior to the acquisition of the vessels by Navigator Greater Bay Joint Venture. This decrease was a result of the Company no longer accounting for any of the pool vessels' earnings under the Luna Pool collaborative arrangement following the acquisition of the final vessel Navigator Vega on, April 13, 2023.
Brokerage Commissions. Brokerage commissions, which typically vary between 1.25% and 2.5% of operating revenues, decreased by $0.1 million or 4.0% to $1.6 million for the three months ended March 31, 2024, from $1.7 million for the three months ended March 31, 2023, primarily due to a decrease in the average brokerage percentage paid.
Voyage Expenses. Voyage expenses decreased by $3.0 million or 17.7% to $14.2 million for the three months ended March 31, 2024, from $17.2 million for the three months ended March 31, 2023. These voyage expenses are pass through costs, corresponding to a decrease in operating revenues of the same amount.
Voyage Expenses – Luna Pool Collaborative Arrangements. Voyage expenses – Luna Pool collaborative arrangements were $nil for the three months ended March 31, 2024, compared to $5.0 million for the three months ended March 31, 2023. These voyage expenses – Luna Pool collaborative arrangements represent the other participant's share of pool net revenues generated by our vessels in the pool, prior to the acquisition of the vessels by Navigator Greater Bay Joint Venture. This decrease was a result of the Company no longer accounting for any of the pool vessels' earnings under the Luna Pool collaborative arrangement following the acquisition of the final vessel Navigator Vega on, April 13, 2023.
Vessel Operating Expenses. Vessel operating expenses increased by $0.4 million or 1.1% to $42.1 million for the three months ended March 31, 2024, from $41.7 million for the three months ended March 31, 2023. Average daily vessel operating expenses decreased by $124 per vessel per day, or 1.5%, to $8,265 vessel per day for the three months ended March 31, 2024, compared to $8,389 per vessel per day for the three months ended March 31, 2023.
Depreciation and Amortization. Depreciation and amortization increased by $1.6 million to $33.4 million for the three months ended March 31, 2024 compared to $31.8 million for the three months ended March 31, 2023. The increase is driven by the acquisition of the five vessels by the Navigator Greater Bay Joint Venture in 2023. Depreciation and amortization included amortization of capitalized drydocking costs of $5.6 million and $4.6 million for the three months ended March 31, 2024 and 2023, respectively.
General and Administrative Costs. General and administrative costs decreased by $0.3 million or 4.1% to $6.5 million for the three months ended March 31, 2024, from $6.8 million for the three months ended March 31, 2023.
Non-Operating Results
Unrealized Gains / (Losses) on Non-Designated Derivative Instruments. The unrealized loss of $0.4 million on non-designated derivative instruments for the three months ended March 31, 2024, relates to fair value losses on interest rate swaps associated with a number of our secured term loan and revolving credit facilities, as a result of a decrease in forward Secured Overnight Financing Rate ("SOFR") interest rates, compared to an unrealized loss of $4.3 million for the three months ended March 31, 2023.
Interest Expense. Interest expense increased by $2.4 million, or 18.0%, to $15.7 million for the three months ended March 31, 2024, from $13.3 million for the three months ended March 31, 2023. This is primarily a result of increases in US dollar SOFR rates and the draw down of facilities that provided financing for the acquisition of five ethylene carriers by the Navigator Greater Bay Joint Venture.
Income Taxes. Income taxes relate to taxes on our subsidiaries and businesses incorporated around the world including those incorporated in the United States of America. Income taxes were $1.2 million for the three months ended March 31, 2024, compared to $1.2 million for the three months ended March 31, 2023, primarily related to current tax and a deferred tax gain in relation to our investment in the Ethylene Export Terminal.
Share of Result of Equity Method Investments. The share of the result of the Company's 50% ownership in the Export Terminal Joint Venture was income of $4.4 million for the three months ended March 31, 2024, compared to income of $5.3 million for the three months ended March 31, 2023. The decrease was primarily due to lower volumes exported through the Ethylene Export Terminal, being 220,703 tons for the three months ended March 31, 2024, compared to 250,703 tons for the three months ended March 31, 2023. The decrease was due to reduced throughput in January 2024.
Non-Controlling Interest. The Company entered into a sale and leaseback arrangement in November 2019 with a wholly-owned special purpose vehicle of a financial institution ("Lessor SPV"). Although we do not hold any equity investments in this Lessor SPV, we have determined that we are the primary beneficiary of this entity and accordingly, we are required to consolidate this Variable Interest Entity ("VIE") into our financial results. The net income attributable to the Lessor SPV was $0.4 million and this is presented as a non-controlling interest for each period for both the three months ended March 31, 2024, and the three months ended March 31, 2023.
Navigator Greater Bay Joint Venture
In September 2022, the Company entered into the Navigator Greater Bay Joint Venture to acquire five ethylene vessels, Navigator Luna, Navigator Solar, Navigator Castor, Navigator Equator, and Navigator Vega. The joint venture is owned 60% by the Company and 40% by Greater Bay Gas Co Ltd., ("Greater Bay"). The Navigator Greater Bay Joint Venture is accounted for as a consolidated subsidiary in our consolidated financial statements, with the 40% owned by Greater Bay accounted for as a non-controlling interest. A gain attributable to Greater Bay of $1.8 million is presented as part of the non-controlling interest in our financial results for the three months ended March 31, 2024, compared to effectively $nil for the three months ended March 31, 2023.
Reconciliation of Non-GAAP Financial Measures
The following table shows a reconciliation of net income to EBITDA and Adjusted EBITDA for the three months ended March 31, 2024 and 2023:
Three months endedMarch 31, 2023
Three months endedMarch 31, 2024
(in thousands)
Net income
$
18,850
$
24,919
Net interest expense
12,755
14,125
Income taxes
1,164
1,206
Depreciation and amortization
31,831
33,441
EBITDA1
$
64,600
$
73,691
Unrealized loss on non-designated derivative instruments
4,251
447
Write off of deferred financing costs
171
—
Adjusted EBITDA1
$
69,022
$
74,138
1 EBITDA and Adjusted EBITDA are not measurements prepared in accordance with U.S. GAAP. EBITDA represents net income before net interest expense, income taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA before profit/loss on sale of vessel, unrealized gain/loss on non-designated derivative instruments and foreign currency exchange gain or loss on senior secured bonds. 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 alternatives to consolidated net income, cash generated from operations or any measure.
Liquidity and Capital Resources
Liquidity and Cash Needs
Our primary sources of funds are cash and cash equivalents, cash from operations, undrawn bank borrowings and proceeds from bond issuances. As of March 31, 2024, we had cash, cash equivalents and restricted cash of $172.2 million.
The Company repaid $23.8 million of the $111.8 million Term Loan and Revolving Credit Facility held with Credit Agricole in December 2023 and a further $4.7 million during the first quarter of 2024. The total amount repaid of $28.5 million remains available to be redrawn by the Company in accordance with the terms of the Term Loan and Revolving Credit Facility which matures in September 2028.
Our secured term loan facilities and revolving credit facilities require that the borrowers have liquidity of no less than (i) $35.0 million or $50.0 million, as applicable to the relevant loan facility, or (ii) 5% of total debt (which was $43.4 million as of March 31, 2024), whichever is greater.
Our primary uses of funds are drydocking and other vessel maintenance expenditures, voyage expenses, vessel operating expenses, general and administrative costs, insurance costs, expenditures incurred in connection with ensuring that our vessels comply with international and regulatory standards, financing expenses, quarterly repayment of bank loans and the Terminal Expansion Project. We also expect to use funds in connection with our Return of Capital policy. In addition, our medium-term and long-term liquidity needs relate to debt repayments, repayment of bonds, potential future vessel newbuildings, related investments, vessel acquisitions, and or related port or terminal projects.
As of March 31, 2024, we had $873.4 million in outstanding obligations, which includes principal repayments on long-term debt, including our bonds, commitments in respect of the Navigator Aurora Facility (as defined below) and office lease commitments. Of the total outstanding obligations, $175.2 million matures during the twelve months ending March 31, 2025, and $698.2 million matures after March 31, 2025.
We believe, given our current cash balances, that our financial resources, including the cash expected to be generated within the year, will be sufficient to meet our liquidity and working capital needs for at least the next twelve months, taking into account our existing capital commitments and debt service requirements.
Capital Expenditures
Liquefied gas transportation by sea is a capital-intensive business, requiring significant investment to maintain an efficient fleet and to stay in regulatory compliance.
We currently have no newbuildings on order. However, we may place newbuilding orders or acquire additional vessels as part of our growth strategy. We may invest further in terminal infrastructure, such as the expansion of our existing Ethylene Export Terminal. The total capital contributions required from us to fund our share of the construction cost of the Terminal Expansion Project are expected to be approximately $130 million, of which $43.0 million has been contributed as of March 31, 2024 which includes $8.0 million contributed during the first quarter of 2024.
Cash Flows
The following table summarizes our cash, cash equivalents and restricted cash provided by/(used in) operating, investing and financing activities for the three months ended March 31, 2024 and 2023:
Three months endedMarch 31, 2023
Three months endedMarch 31, 2024
(in thousands)
Net cash provided by operating activities
$
39,257
$
49,122
Net cash provided by/(used in) investing activities
(133,144
)
(620
)
Net cash (used in)/provided by financing activities
130,908
(33,624
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
648
(880
)
Net increase in cash, cash equivalents and restricted cash
$
37,669
$
13,998
Operating Cash Flows. Net cash provided by operating activities for the three months ended March 31, 2024, increased to $49.1 million, from $39.3 million for the three months ended March 31, 2023, an increase of $9.9 million. This increase was primarily due to an increase in net income of $6.0 million (after adding back the non-cash unrealized gains/loss on derivative instruments and our share of the result from equity method investments); and due to changes in working capital of $5.9 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023.
Net cash flow from operating activities principally depends upon charter rates attainable, fleet utilization, fluctuations in working capital balances, repairs and maintenance activity, amount and duration of drydocks and changes in foreign currency rates.
We are required to drydock each vessel once every five years until it reaches 15 years of age, after which we drydock vessels approximately every two and a half years. Drydocking each vessel, including travelling to and from the drydock, can take approximately 30 days in total being approximately 5-10 days of voyage time to and from the shipyard and approximately 15-20 days of actual drydocking time. Ten of our vessels completed their respective drydockings during the three months ended March 31, 2024,
We estimate the current cost of a five-year drydocking for one of our vessels is approximately $1.0 million, a ten-year drydocking cost is approximately $1.3 million, and the 15-year and 17-year drydocking costs are approximately $1.5 million each (including the cost of classification society surveys). As our vessels age and our fleet expands, our drydocking expenses will increase. Ongoing costs for compliance with environmental regulations are primarily included as part of drydocking, such as the requirement to install ballast water treatment plants, and classification society survey costs, with a balance included as a component of our operating expenses.
Investing Cash Flows. Net cash used in investing activities was $0.6 million for the three months ended March 31, 2024, primarily related to contributions to our investment in the Export Terminal Joint Venture via the Terminal Expansion Project of $8.0 million, offset by distributions received from our investment in the Export Terminal Joint Venture of $6.4 million.
Net cash used in investing activities was $133.1 million for the three months ended March 31, 2023, primarily as a result of $142.8 million for the acquisition of three vessels by the Navigator Greater Bay Joint Venture, offset by distributions received from our investment in the Export Terminal Joint Venture of $8.4 million.
Financing Cash Flows. Net cash used in financing activities was $33.6 million for the three months ended March 31, 2024, primarily as a result of our regular quarterly debt repayments totaling $31.1 million and $0.8 million for our share repurchase program.
Net cash provided by financing activities was $130.9 million for the three months ended March 31, 2023 primarily as a result of the drawdowns of $130.9 million on our Greater Bay JV Secured Term Loan to partially finance the acquisition of three vessels; as well as $20.4 million received as a capital contribution from the non-controlling interest for those vessels; a drawdown of $200.0 million on our March 2023 Secured Term Loan, which provided the financing to repay two maturing secured term loan facilities totaling $132.2 million; scheduled quarterly loan repayments of $16.1 million and $28.1 million for our share repurchase program.
Terminal Facility
General. In March 2019, Navigator Ethylene Terminals LLC ("Marine Terminal Borrower"), our wholly-owned subsidiary, entered into a Credit Agreement (the "Terminal Facility") with ING Capital LLC and SG Americas Securities, LLC for a maximum principal amount of $75.0 million, to be used for the payment of capital contributions to our Export Terminal Joint Venture for construction costs of our Ethylene Export Terminal.
Term and Facility Limits. The Terminal Facility is now converted into a term loan with a final maturity of December 31, 2025. Based on the committed throughput agreements for the Ethylene Export Terminal, a total of $69.0 million was drawn under the Terminal Facility of which $22.3 million was outstanding as of March 31, 2024.
Interest. The Terminal Facility is subject to quarterly repayments of principal and interest. Interest is payable at a rate of Compounded SOFR ("Comp SOFR") plus 275 to 300 basis points over the remaining term of the facility. We have entered into floating to fixed interest rate swap agreements for approximately 80% of the amounts drawn under the Terminal Facility. The Comp SOFR element of the interest rate payable by the Marine Terminal Borrower under these interest rate swap agreements is 0.369% and 0.3615% per annum.
Financial Covenants. Under the Terminal Facility, the Marine Terminal Borrower must maintain a minimum debt service coverage ratio (as defined in the Terminal Facility) for the prior four calendar fiscal quarters (or shorter period of time if data for the prior four fiscal quarters is not available) of no less than 1.10 to 1.00.
Restrictive Covenants. The Marine Terminal Borrower can only pay dividends if the Marine Terminal Borrower satisfies certain customary conditions, including maintaining a debt service coverage ratio for the immediately preceding four consecutive fiscal quarters and the projected immediately succeeding four consecutive fiscal quarters of not less than 1.20 to 1.00 and where no default or event of default has occurred or is continuing. The Terminal Facility also limits the Marine Terminal Borrower from, among other things, incurring further indebtedness or entering into mergers and divestitures. The Terminal Facility also contains general covenants that require the Marine Terminal Borrower to vote its interest in the Export Terminal Joint Venture to cause the Export Terminal Joint Venture to maintain adequate insurance coverage and maintain its property (but only to the extent the Marine Terminal Borrower has the power under the organizational documents of the Export Terminal Joint Venture to cause such actions).
Secured Term Loan Facilities and Revolving Credit Facilities
General. Navigator Gas L.L.C., our wholly-owned subsidiary, and certain of our vessel-owning subsidiaries have entered into various secured term loan facilities and revolving credit facilities as summarized in the table below. For additional information regarding our secured term loan facilities and revolving credit facilities, please read "Item 5—Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities" in the Company's 2023 Annual Report.
The table below summarizes our secured term loan and revolving credit facilities as of March 31, 2024:
Facility agreement
Original facility amount
Principal amount outstanding
Interest rate
Facilitymaturity date
(in millions)
March 2019
107.0
61.3
Term SOFR + 266 BPS
March 2025
September 2020
210.0
158.2
Comp SOFR + 276 BPS
September 2025
October 20193
69.1
39.7
Term SOFR + 201 BPS
October 2026
August 2021 Amendment and Restatement Agreement
67.0
40.8
Fixed 378 BPS
June 2026
DB Credit Facility A
57.7
15.6
Comp SOFR + 247 BPS
April 2027
Santander Credit Facility A
81.0
22.4
Comp SOFR + 247 BPS
May 2027
DB Credit Facility B
60.9
24.1
Comp SOFR + 247 BPS
December 2028
Santander Credit Facility B
55.8
23.3
Comp SOFR + 247 BPS
January 2029
December 2022
111.8
69.2
Term SOFR + 209 BPS
September 2028
Greater Bay JV Secured Term Loan
151.3
139.0
Term SOFR + 220 BPS
December 2029
March 2023 Secured Term Loan
200.0
166.7
Comp SOFR + 210 BPS
March 2029
Total
$
1,171.6
$
760.3
_______________3 The October 2019 loan facility relates 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 14—Variable Interest Entities to the unaudited condensed consolidated financial statements for additional information.
March 2023 Secured Term Loan. On March 20, 2023, the Company entered into a senior secured term loan with Nordea Bank ABP, ABN AMRO Bank N.V., Skandinaviska Enskilda Banken AB (Publ), and BNP Paribas S.A. to refinance the June 2017 Secured Term Loan and Revolving Credit Facility and the October 2016 Secured Term Loan and Revolving Credit Facility that were due to mature in June and October 2023 respectively.
The March 2023 Secured Term Loan has a term of six years, maturing in March 2029 and is for a maximum principal amount of $200 million which was fully drawn on March 28, 2023. The available facility amount shall be reduced quarterly by an amount of $8.3 million, followed, by a final balloon payment in March 2029. Interest on amounts drawn is payable at a rate of Comp SOFR + 210 BPS.
This loan facility is secured by first priority mortgages on a total of ten of our owned vessels.
Financial Covenants. All of the secured term loan facilities and revolving credit facilities contain financial covenants requiring the borrowers, among other things, to ensure that:
the borrowers have liquidity (including undrawn available lines of credit with a maturity exceeding 12 months) of no less than (i) $35.0 million or $50.0 million, or (ii) 5% of Net Debt or total debt, as applicable, whichever is greater; and
the borrower must maintain a minimum ratio of shareholder equity or value adjusted shareholder equity to total assets or value adjusted total assets of 30%.
Restrictive Covenants. The secured facilities provide that the borrowers may not declare or pay dividends to shareholders out of operating revenues generated by the vessels securing the indebtedness if an event of default has occurred and is continuing. The secured term loan facilities and revolving credit facilities also limit the borrowers from, among other things, incurring further indebtedness or entering into mergers and divestitures. The secured facilities also contain general covenants that require the borrowers to maintain adequate insurance coverage and to maintain their vessels. In addition, the secured term loan facilities include customary events of default, including those relating to a failure to pay principal or interest, a breach of covenant, representation and warranty, a cross-default to other indebtedness and non-compliance with security documents.
Other than as stated, our compliance with the financial covenants listed above is measured as of the end of each fiscal quarter. As of March 31, 2024, we were in compliance with all covenants under the secured term loan facilities and revolving credit facilities.
The borrowers are also required to deliver semi-annual compliance certificates, which include valuations of the vessels securing the applicable facility from an independent ship broker. Upon delivery of the valuation, if the market value of the collateral vessels is less than 125% to 135% of the outstanding indebtedness under the applicable facilities, the borrowers must either provide additional collateral or repay any amount in excess of 125% to 135% of the market value of the collateral vessels, as applicable. This covenant is measured semi-annually on June 30 and December 31.
2020 Senior Unsecured Bonds
General. On September 10, 2020, we issued senior unsecured bonds in an aggregate principal amount of $100 million with Nordic Trustee AS as the bond trustee (the "2020 Bonds"). The net proceeds of the issuance of the 2020 Bonds were used to redeem in full all of our previously outstanding 2017 Bonds. The 2020 Bonds are governed by Norwegian law and listed on the Nordic ABM which is operated and organized by Oslo Børs ASA.
Interest. Interest on the 2020 Bonds is payable at a fixed rate of 8.0% per annum, calculated on a 360-day year basis. Interest is payable semi- annually in arrears on March 10 and September 10 of each year.
Maturity. The 2020 Bonds mature in full on September 10, 2025 and become repayable on that date.
Optional Redemption. We may redeem the 2020 Bonds, in whole or in part at any time. Any 2020 Bonds redeemed; up until September 9, 2023 will be priced at the aggregate of the net present value (based on the Norwegian government bond rate plus 50 basis points) of 103.2% of par and interest payable up to September 9, 2023; from September 10, 2023 up until September 9, 2024, are redeemable at 103.2% of par; from September 10, 2024 up until March 9, 2025, are redeemable at 101.6% of par; and from March 10, 2025 to the maturity date are redeemable at 100% of par; in each case, in cash plus accrued interest.
Additionally, upon the occurrence of a "Change of Control Event" (as defined in the bond agreement for the 2020 Bonds, (the "2020 Bond Agreement")), the holders of 2020 Bonds have the option to require us to repay such holders' outstanding principal amount of 2020 Bonds at 101% of par, plus accrued interest.
Financial Covenants. The 2020 Bond Agreement contains financial covenants requiring us, among other things, to ensure that:
we and our subsidiaries maintain a minimum liquidity of no less than $35.0 million; and
we and our subsidiaries maintain an Equity Ratio (as defined in the 2020 Bond Agreement) of at least 30%.
Our compliance with the covenants listed above is measured as of the end of each fiscal quarter. As of March 31, 2024, we were in compliance with all covenants under the 2020 Bonds.
Restrictive Covenants. The 2020 Bonds provide that we may declare or pay dividends to shareholders provided the Company maintains a minimum liquidity of $60.0 million unless an event of default has occurred and is continuing. The 2020 Bond Agreement also limits us and our subsidiaries from, among other things, entering into mergers and divestitures, engaging in transactions with affiliates or incurring any additional liens which would have a material adverse effect. In addition, the 2020 Bond Agreement includes customary events of default, including those relating to a failure to pay principal or interest, a breach of covenant, false representation and warranty, a cross-default to other indebtedness, the occurrence of a material adverse effect, or our insolvency or dissolution.
In September 2023 we purchased $9.0 million of the 2020 Bonds in the open market using cash on hand. These purchased 2020 Bonds have not been canceled or redeemed and the Company intends to hold the bonds to maturity.
Lessor VIE Debt
In October 2019, we entered into a sale and leaseback transaction to refinance one of our vessels, Navigator Aurora¸ with a lessor, OCY Aurora Ltd, a special purpose vehicle ("SPV") and wholly owned subsidiary of Ocean Yield Malta Limited. The SPV was determined to be a VIE. We are deemed under U.S. GAAP to be the primary beneficiary of the VIE, and as a result, we are required to consolidate the SPV into our results. The loan described below under "—Navigator Aurora Facility" relates to the VIE. Although we have no control over the funding arrangements of this entity, we are required to consolidate this loan facility into our financial results.
Upon the occurrence of a "Change of Control Event" (as defined in the sale and leaseback agreement), the lessor has the option to require us to repurchase Navigator Aurora at 103% of the outstanding lease amount, plus costs and expenses directly attributable to the termination of the lessor's financing arrangements, such as break costs for swap arrangements.
Navigator Aurora Facility In October 2019, the SPV, which owns Navigator Aurora, entered into secured financing agreements for $69.1 million consisting of a USD denominated loan facility, the "Navigator Aurora Facility". The Navigator Aurora Facility is a seven year unsecured loan provided by OCY Malta Limited, the parent of OCY Aurora Ltd., The Navigator Aurora Facility is subordinated to a further bank loan where OCY Aurora Ltd is the guarantor and Navigator Aurora is pledged as security. The Navigator Aurora Facility bears interest at 3-month Term SOFR, a credit adjustment spread, plus a margin of 185 basis points and is repayable by the SPV with a balloon payment on maturity. As of March 31, 2024, $39.7 million in borrowings were outstanding under the Navigator Aurora Facility (December 31, 2023, $41.3 million).
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For a description of our material accounting policies, please read Note 2—Summary of Significant Accounting Policies to the Company's 2023 Annual Report.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates and foreign currency fluctuations, as well as inflation. We use interest rate swaps to manage some of our interest rate risks. We do not use interest rate swaps or any other financial instruments for trading or speculative purposes.
Interest Rate Risk
We are exposed to the impact of interest rate changes through borrowings that require us to make interest payments based on SOFR. Our wholly-owned subsidiaries and certain of our vessel-owning subsidiaries are party to secured term loan and revolving credit facilities that bear interest at rates of SOFR plus between 185 and 250 basis points. At March 31, 2024, $284.3 million of our outstanding debt was subject to interest rate swaps and therefore is not exposed to changes in interest rate movements, whereas $475.9 million was subject to variable interest rates. Based on this, a hypothetical increase in SOFR of 100 basis points would result in an increase of $4.8 million in annual interest expense on our indebtedness outstanding as of March 31, 2024.
We use interest rate swaps to reduce our exposure to market risk from changes in interest rates. The principal objective of these contracts is to minimize the risks and costs associated with our floating-rate debt. The Company is exposed to the risk of credit loss in the event of non-performance by the counterparty to the interest rate swap agreements.
Foreign Currency Exchange Rate Risk
Our primary economic environment is the international shipping market. This market utilizes the U.S. Dollar as its functional currency. Consequently, most of our revenues are in U.S. Dollars although some charter hires are paid in Indonesian Rupiah. Our expenses however are in the currency invoiced by each supplier, and we remit funds in various currencies. We incur some vessel operating expenses and general and administrative costs in foreign currencies, primarily the Euro, Pound Sterling, Danish Kroner, and Polish Zloty, and therefore there is a transactional risk that currency fluctuations could have a negative effect on our cash flows and financial condition. We believe these adverse effects would not be material and we have not entered into any derivative contracts to mitigate our exposure to foreign currency exchange rate risk during the first quarter of 2024. However, we may enter into derivative or forward contracts to cover our foreign currency exposure in the future.
Inflation
We are exposed to increases in operating costs arising from various vessel operations, including crewing, vessel repair costs, drydocking costs, insurance and fuel prices as well as from general inflation and are subject to fluctuations as a result of market forces. Increases in bunker costs could have a material effect on our future operations if the number and duration of our voyage charters or Contract of Affreightment ("COA") increases. In the case of the 47 vessels owned and commercially managed by us as of March 31, 2024, 33 were employed on time charter and as such it is the charterers who pay for the fuel on those vessels. If our vessels are employed under voyage charters or COA, freight rates are generally sensitive to the price of fuel. However, a further sharp rise in bunker prices may have a temporary negative effect on our results since freight rates generally adjust only after bunker prices settle at a higher level.
Credit Risk
We may be exposed to credit risks in relation to vessel employment and at times we may have multiple vessels employed by one charterer. We consider and evaluate the concentration of credit risk continuously and perform ongoing evaluations of these charterers for credit risk. At March 31, 2024, no more than four of our vessels were employed by the same charterer. We invest our surplus funds with reputable financial institutions, and at March 31, 2024, all such deposits had maturities of no more than three months, in order to provide the Company with flexibility to meet all requirements for working capital and capital investments.
NAVIGATOR HOLDINGS LTD.UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCondensed Consolidated Statements of Operations (Unaudited)
Three months endedMarch 31, 2023
Three months endedMarch 31, 2024
(in thousands except share and per share data)
Revenues
Operating revenues
$
116,610
$
121,020
Operating revenues – Unigas Pool
12,192
13,135
Operating revenues – Luna Pool collaborative arrangements
7,200
—
Total operating revenue
136,002
134,155
Expenses
Brokerage commission
1,694
1,626
Voyage expenses
17,229
14,183
Voyage expenses – Luna Pool collaborative arrangements
5,028
—
Vessel operating expenses
41,672
42,118
Depreciation and amortization
31,831
33,441
General and administrative costs
6,755
6,480
Other income
(96
)
—
Total operating expenses
104,113
97,848
Operating Income
31,889
36,307
Unrealized loss on non-designated derivative instruments
(4,251
)
(447
)
Write off of deferred financing costs
(171
)
—
Interest expense
(13,338
)
(15,737
)
Interest income
583
1,612
Income before taxes and share of result of equity method investments
14,712
21,735
Income taxes
(1,164
)
(1,206
)
Share of result of equity method investments
5,302
4,390
Net Income
18,850
24,919
Net income attributable to non-controlling interest
(64
)
(2,346
)
Net Income attributable to stockholders of Navigator Holdings Ltd.
$
18,786
$
22,573
Earnings per share attributable to stockholders of Navigator Holdings Ltd.:
Basic:
$
0.25
$
0.31
Diluted:
$
0.25
$
0.31