Navigator Gas Reports Third Quarter 2024 Results
Navigator Holdings (NYSE: NVGS) reported Q3 2024 financial results with total operating revenue of $141.8 million, up from $137.8 million in Q3 2023. Net income was $18.2 million, slightly down from $19.1 million year-over-year. The company declared a $0.05 per share dividend and plans to repurchase approximately $1.1 million of common stock. Fleet performance showed an average daily TCE of $29,079 with 90.9% utilization. The company reduced debt by $24.1 million to $801.6 million and maintained strong liquidity of $196.2 million.
Navigator Holdings (NYSE: NVGS) ha riportato i risultati finanziari del terzo trimestre 2024, con un fatturato operativo totale di 141,8 milioni di dollari, in aumento rispetto ai 137,8 milioni di dollari del terzo trimestre 2023. L'utile netto è stato di 18,2 milioni di dollari, leggermente in calo rispetto ai 19,1 milioni dell'anno precedente. L'azienda ha dichiarato un dividendo di 0,05 dollari per azione e prevede di riacquistare circa 1,1 milioni di dollari di azioni ordinarie. La performance della flotta ha mostrato un TCE medio giornaliero di 29.079 dollari con un utilizzo del 90,9%. L'azienda ha ridotto il debito di 24,1 milioni di dollari a 801,6 milioni di dollari e ha mantenuto una solida liquidità di 196,2 milioni di dollari.
Navigator Holdings (NYSE: NVGS) reportó los resultados financieros del tercer trimestre de 2024, con un ingreso operativo total de 141,8 millones de dólares, un aumento con respecto a los 137,8 millones de dólares del tercer trimestre de 2023. La utilidad neta fue de 18,2 millones de dólares, ligeramente por debajo de los 19,1 millones del año anterior. La compañía declaró un dividendo de 0,05 dólares por acción y planea recomprar aproximadamente 1,1 millones de dólares en acciones comunes. El rendimiento de la flota mostró un TCE diario promedio de 29.079 dólares con una utilización del 90,9%. La compañía redujo su deuda en 24,1 millones de dólares a 801,6 millones de dólares y mantuvo una sólida liquidez de 196,2 millones de dólares.
내비게이터 홀딩스 (NYSE: NVGS)는 2024년 3분기 재무 결과를 보고했으며, 총 운영 수익은 1억 4천 180만 달러로, 2023년 3분기의 1억 3천 780만 달러에서 증가했습니다. 순이익은 1천 820만 달러로, 전년 대비 약간 감소한 수치입니다 (1천 910만 달러). 회사는 주당 0.05달러 배당금을 선언했으며, 약 110만 달러의 보통주를 재매입할 계획입니다. 함대의 성과는 29,079달러의 일평균 TCE와 90.9%의 이용률을 보였습니다. 회사는 부채를 2천 410만 달러 줄여 8억 160만 달러로 만들었고, 1억 9천 620만 달러의 강력한 유동성을 유지하고 있습니다.
Navigator Holdings (NYSE: NVGS) a annoncé les résultats financiers du troisième trimestre 2024, avec un chiffre d'affaires total de 141,8 millions de dollars, en hausse par rapport à 137,8 millions de dollars au troisième trimestre 2023. Le bénéfice net s'est élevé à 18,2 millions de dollars, légèrement en baisse par rapport à 19,1 millions de dollars l'année précédente. L'entreprise a déclaré un dividende de 0,05 dollar par action et prévoit de racheter environ 1,1 million de dollars d'actions ordinaires. La performance de la flotte a montré un TCE quotidien moyen de 29.079 dollars avec un taux d'utilisation de 90,9 %. L'entreprise a réduit sa dette de 24,1 millions de dollars à 801,6 millions de dollars et a maintenu une forte liquidité de 196,2 millions de dollars.
Navigator Holdings (NYSE: NVGS) hat die Finanzzahlen für das dritte Quartal 2024 veröffentlicht, mit einem Gesamtbetriebserlös von 141,8 Millionen Dollar, ein Anstieg gegenüber 137,8 Millionen Dollar im dritten Quartal 2023. Der Nettogewinn betrug 18,2 Millionen Dollar, ein leichter Rückgang gegenüber 19,1 Millionen Dollar im Vorjahr. Das Unternehmen erklärte eine Dividende von 0,05 Dollar pro Aktie und plant, etwa 1,1 Millionen Dollar an Stammaktien zurückzukaufen. Die Flottenleistung zeigte einen durchschnittlichen täglichen TCE von 29.079 Dollar bei einer Auslastung von 90,9%. Das Unternehmen reduzierte die Schulden um 24,1 Millionen Dollar auf 801,6 Millionen Dollar und hielt eine starke Liquidität von 196,2 Millionen Dollar aufrecht.
- Revenue increased to $141.8M from $137.8M YoY
- Average daily TCE increased to $29,079 from $26,278 YoY
- Strong liquidity position of $196.2M, up from $182.0M in December 2023
- Debt reduced by $24.1M to $801.6M
- 41% of available days covered under time charter with fixed earnings for next 12 months
- Net income decreased to $18.2M from $19.1M YoY
- EBITDA declined to $65.8M from $70.4M YoY
- Fleet utilization decreased to 90.9% from 93.4% YoY
Insights
Navigator Holdings delivered a mixed Q3 2024 performance with some notable highlights and concerns. Revenue increased to
The average daily TCE rate improvement to
The shipping market dynamics show interesting trends. The temporary disruption in U.S. ethylene shipments due to Hurricane Beryl demonstrates the fleet's operational flexibility, as the company successfully pivoted to increased ethane shipments. The diverse employment strategy across vessel types - with midsize and refrigerated vessels on time charters while maintaining spot exposure for ethylene-capable vessels - helps balance stable income with market opportunity.
The slight decline in utilization from
LONDON, Nov. 06, 2024 (GLOBE NEWSWIRE) --
Third Quarter Financial Highlights
- On November 6, 2024, the Board of Navigator Holdings Ltd. (NYSE: NVGS) declared a cash dividend of
$0.05 per share for the quarter ended September 30, 2024, (the “Dividend”) under the Company's Return of Capital policy. The Dividend will be paid on December 17, 2024, to all shareholders of record as of the close of business U.S. Eastern Time on November 25, 2024. - Also as part of the Company's Return of Capital policy for the quarter ended September 30, 2024, the Company expects to repurchase approximately
$1.1 million of common stock between November 11, 2024, and December 31, 2024, subject to operating needs, market conditions, legal requirements, stock price and other circumstances, such that the Dividend and share repurchases together equal25% of net income for the quarter ended September 30, 2024. - The Company repurchased 141,824 shares of common stock in the open market during the quarter ended September 30, 2024, at an average price of
$16.67 per share, totaling$2.3 million as part of the Company's Return of Capital policy related to the quarter ended June 30, 2024. - The Company reported total operating revenue of
$141.8 million for the three months ended September 30, 2024, compared to$137.8 million for the three months ended September 30, 2023. - Net Income attributable to stockholders of the Company was
$18.2 million for the three months ended September 30, 2024, compared to$19.1 million for the three months ended September 30, 2023. - EBITDA1 was
$65.8 million for the three months ended September 30, 2024, compared to$70.4 million for the three months ended September 30, 2023. - Adjusted EBITDA1 was
$67.7 million for the three months ended September 30, 2024, compared to$72.2 million for the three months ended September 30, 2023. - Basic earnings per share attributable to stockholders1 was
$0.26 for the three months ended September 30, 2024, compared to$0.26 per share for the three months ended September 30, 2023. - Adjusted basic earnings per share attributable to stockholders1 was
$0.29 per share for the three months ended September 30, 2024, compared to$0.29 per share for the three months ended September 30, 2023. - The Company reduced its debt by
$24.1 million to$801.6 million during the three months ended September 30, 2024, compared to a reduction of$35.1 million to$825.7 million at June 30, 2024. - Cash, cash equivalents, and restricted cash was
$127.7 million as of September 30, 2024. Together with available but undrawn credit facilities of$68.5 million , the Company's total liquidity as at September 30, 2024 was$196.2 million , compared to$182.0 as at December 31, 2023.
_____________________________
1 EBITDA and Adjusted EBITDA, Adjusted Net Income Attributable to stockholders of Navigator Holdings Ltd., and adjusted basic earnings per share 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 and unrealized gain/loss on non-designated derivative instruments and unrealized foreign currency exchange. Adjusted basic earnings per share represents basic earnings per share adjusted to exclude unrealized gains or losses on non-designated derivative instruments and unrealized foreign currency exchange and any profit or loss on the sale of any vessel. Adjusted Net Income Attributable to stockholders of Navigator Holdings Ltd. represents net income attributable to stockholders of Navigator Holdings Ltd. before unrealized (gain)/loss on non-designated derivative instruments, unrealized foreign currency exchange and (profit)/loss from sale of vessel. Management believes that EBITDA, Adjusted EBITDA and Adjusted Basic earnings per share are useful to investors in evaluating the operating performance of the Company. EBITDA, Adjusted EBITDA and Adjusted Basic earnings per share do not represent and should not be considered alternatives to consolidated net income, earnings per share, cash generated from operations or any other GAAP measure. See “Reconciliation of Non-GAAP Financial Measures” below for a reconciliation of EBITDA, Adjusted EBITDA and Adjusted Basic earnings per share to, in each case, the closest comparable GAAP measure.
Other Highlights and Developments
Operational Update
Average daily time charter equivalent ("TCE") across the fleet increased to
Utilization across the fleet remained robust at
During the three months ended September 30, 2024 the arbitrage between the price of ethylene in the U.S. compared to the price of ethylene in the rest of the world was temporarily impacted as a consequence of adverse weather in the Houston area from hurricane Beryl causing production to be shut-down on a precautionary basis. This resulted in lower demand for ethylene shipments from the U.S.. However to partially offset this temporary lower demand for ethylene shipping we were able to switch cargos and instead carry increased shipments of ethane. As U.S. ethylene production normalized, demand for ethylene shipping has returned.
For the three months ended September 30, 2024, we had on average 31 vessels engaged under time charters, 16 vessels on spot voyage charters and contracts of affreightment ("COAs") and nine vessels were operated in the independently managed Unigas Pool. For the 12-month period commencing October 1, 2024, we have
The average handysize 12-month forward-looking market assessment for semi-refrigerated vessels for the third quarter of 2024 increased by
Ethylene exports are expected to increase during the fourth quarter of 2024 compared to the third quarter of 2024 due to improvements in trading conditions and the price arbitrage between the price of ethylene in the U.S. compared to the price of ethylene in the rest of the world, all primarily driven by low U.S. gas prices.
Ethylene Export Terminal
We own a
We, together with Enterprise Products Partners L.P, our joint venture partner, have agreed to invest in an expansion of the Ethylene Export Terminal (the “Terminal Expansion Project”). The expansion is expected to increase the export capacity from approximately one million tons of ethylene per annum to at least 1.55 million tons per annum. All major project equipment has been delivered with support infrastructure and new pipes being assembled, with operations scheduled to commence in late December 2024. The first new multi-year offtake contract related to the expansion has been signed, and another customer has agreed to extend and upsize its current offtake with the associated contract expected to be signed during the fourth quarter of 2024. We continue to expect that additional capacity will be contracted during the remainder of the construction phase.
The total capital contributions required from us for the Terminal Expansion Project are expected to be approximately
Return of Capital Policy
The Company’s current Return of Capital policy, which is subject to operating needs, market conditions, legal requirements, stock price and other circumstances, is based on paying out quarterly cash dividends of
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 operating needs, market conditions, legal requirements, stock price, and other circumstances.
Vessel Newbuildings
On August 23, 2024, the Company entered into contracts (the “Contracts”) to build two new 48,500 cubic meter capacity liquefied ethylene gas carriers (the “Newbuild Vessels”) with Jiangnan Shipyard (Group) Co., Ltd. and China Shipbuilding Trading Co., Ltd., in China.
The Newbuild Vessels are scheduled to be delivered to the Company in March 2027 and July 2027 respectively, at an average shipyard price of
As part of the agreements made on August 23, 2024, the Company has an option for two additional newbuilding vessels of the same specification and price as the Newbuild Vessels, with expected delivery to the Company in November 2027 and January 2028 respectively if the option is exercised. The option expires on November 21, 2024.
August 2024 Senior Secured Term Loan and Revolving Credit Facility
On August 9, 2024, the Company entered into a Senior Secured Term Loan and Revolving Credit Facility (the “August 2024 Facility”) with Crédit Agricole Corporate and Investment Bank, ING Bank N.V., and Skandinaviska Enskilda Banken AB (Publ), to refinance its March 2019 secured term loan that was due to mature in March 2025, to fund the repurchase of the Navigator Aurora pursuant to the Company’s existing October 2019 sale and leaseback arrangement related to that vessel which, based on a termination notice we issued to the lessor in May 2024, terminated on October 29, 2024, and for general corporate and working capital purposes. The August 2024 Facility has a term of six years maturing in August 2030, is for a maximum principal amount of
2024 Senior Unsecured Bonds ("2024 Bonds")
On October 17, 2024 the Company successfully issued
In connection with the 2024 Bonds issuance, the Company exercised a call option to repurchase
Unaudited Results of Operations for the three months ended September 30, 2024 compared to the three months ended September 30, 2023
| ` | Three months ended September 30, 2023 | Three months ended September 30, 2024 | Percentage change | |||||
| (in thousands, except Percentage change) | ||||||||
| Operating revenues | $ | 125,541 | $ | 128,777 | ||||
| Operating revenues – Unigas Pool | 12,227 | 13,040 | ||||||
| Total operating revenue | 137,768 | 141,817 | ||||||
| Brokerage commission | 1,788 | 1,845 | ||||||
| Voyage expenses | 20,561 | 21,651 | ||||||
| Voyage expenses – Luna Pool collaborative arrangements | 19 | — | (100.0) % | |||||
| Vessel operating expenses | 39,565 | 43,465 | ||||||
| Depreciation and amortization | 32,353 | 33,290 | ||||||
| General and administrative costs | 7,357 | 9,379 | ||||||
| Total operating expenses | 101,643 | 109,630 | ||||||
| Operating Income | 36,125 | 32,187 | (10.9) % | |||||
| Unrealized (loss) on non-designated derivative instruments | (972) | (5,177) | ||||||
| Interest expense | (17,339) | (14,252) | (17.8) % | |||||
| Interest income | 1,768 | 1,898 | ||||||
| Unrealized foreign exchange (loss)/gains | (850) | 3,282 | (486.3) % | |||||
| Income before taxes and share of result of equity method investments | 18,732 | 17,938 | (4.2) % | |||||
| Income taxes | (1,120) | (674) | (39.8) % | |||||
| Share of result of equity method investments | 3,771 | 2,214 | (41.3) % | |||||
| Net Income | 21,383 | 19,478 | (8.9) % | |||||
| Net income attributable to non-controlling interest | (2,270) | (1,306) | (42.5) % | |||||
| Net Income attributable to stockholders of Navigator Holdings Ltd. | $ | 19,113 | $ | 18,172 | (4.9) % | |||
Operating Revenues. Operating revenues, net of address commissions, was
- an increase of approximately
$10.6 million attributable to an increase in average monthly time charter equivalent rates, which increased to an average of approximately$29,079 per vessel per day ($884,478 per vessel per calendar month) for the three months ended September 30, 2024, compared to an average of approximately$26,278 per vessel per day ($799,279 per vessel per calendar month) for the three months ended September 30, 2023; - a decrease of approximately
$3.0 million attributable to a decrease in fleet utilization, which decreased to90.9% for the three months ended September 30, 2024, compared to93.4% for the three months ended September 30, 2023; - a decrease of approximately
$5.4 million or5.2% , attributable to a 221 day decrease in vessel available days for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. This decrease was primarily a result of increased drydocking during the three months ended September 30, 2024, compared to the three months ended September 30, 2023; and - an increase of approximately
$1.0 million primarily attributable to an increase in invoiced pass through voyage expense for the three months ended September 30, 2024, compared to the three months ended September 30, 2023.
The following table presents selected operating data for the three months ended September 30, 2024 and 2023, which we believe is useful in understanding the basis of movements in our operating revenues.
| Three months ended September 30, 2023 | Three months ended September 30, 2024 | |
| * Fleet Data: | ||
| Weighted average number of vessels | 47.0 | 47.0 |
| Ownership days | 4,324 | 4,324 |
| Available days | 4,276 | 4,055 |
| Earning days | 3,995 | 3,684 |
| Fleet utilization | ||
| ** Average daily Time Charter Equivalent | ||
* 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 - 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 earnings days and fleet utilization, on which TCE is based, is calculated only in relation to our owned 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 and charge our customers for these costs through our sales invoicing. 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.
Three-Month 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 ended September 30, 2023 | Three months ended September 30, 2024 | |||
| (in thousands, except earning days and average daily time charter equivalent rate) | ||||
| *** Operating revenue | $ | 125,541 | $ | 128,777 |
| *** Voyage expenses | 20,561 | 21,651 | ||
| Operating revenue less voyage expenses | $ | 104,980 | $ | 107,126 |
| Earning days | 3,995 | 3,684 | ||
| Average daily time charter equivalent rate | $ | 26,278 | $ | 29,079 |
***Operating revenue and voyage expenses excluding Luna Pool Collaborative Arrangements and our nine owned vessels in the independently managed Unigas Pool.
Operating Revenues – Unigas Pool. Operating revenues – Unigas Pool was
Brokerage Commissions. Brokerage commissions, which typically vary between
Voyage Expenses. Voyage expenses increased by
Vessel Operating Expenses. Vessel operating expenses increased by
Depreciation and Amortization. Depreciation and amortization increased by
General and Administrative Costs. General and administrative costs increased by
Unrealized (Loss)/ Gains on Non-Designated Derivative Instruments. The unrealized loss of
Interest Expense. Interest expense decreased by
Unrealized Foreign Exchange (Loss)/Gains. The unrealized gain of
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
Share of Result of Equity Method Investments. The share of the result of the Company’s
Non-Controlling Interests. The Company entered into a sale and leaseback arrangement for Navigator Aurora 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
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
Reconciliation of Non-GAAP Financial Measures
The following table shows a reconciliation of Net Income to EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023:
| Three months ended September 30, 2023 | Three months ended September 30, 2024 | Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | |||||
| (in thousands) | ||||||||
| Net Income | $ | 21,383 | $ | 19,478 | $ | 67,728 | $ | 71,239 |
| Net interest expense | 15,571 | 12,354 | 44,621 | 38,700 | ||||
| Income taxes | 1,120 | 674 | 4,269 | 3,041 | ||||
| Depreciation and amortization | 32,353 | 33,290 | 96,374 | 100,080 | ||||
| EBITDA2 | 70,427 | 65,796 | 212,992 | 213,060 | ||||
| Unrealized loss on non-designated derivative instruments | 972 | 5,177 | 2,028 | 7,205 | ||||
| Unrealized foreign exchange loss/(gains)* | 850 | (3,282) | 275 | (879) | ||||
| (Profit) from sale of vessel | — | — | (4,941) | — | ||||
| Adjusted EBITDA2 | $ | 72,249 | $ | 67,691 | $ | 210,354 | $ | 219,386 |
The following table shows a reconciliation of Net Income attributed to stockholders of Navigator Holdings Ltd. to Adjusted Net Income attributable to stockholders of Navigator Holdings Ltd., for the three and nine months ended September 30, 2024 and 2023:
_____________________________
2 EBITDA and Adjusted EBITDA, Adjusted Net Income Attributable to stockholders of Navigator Holdings Ltd., and adjusted basic earnings per share 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 and unrealized gain/loss on non-designated derivative instruments and unrealized foreign currency exchange. Adjusted basic earnings per share represents basic earnings per share adjusted to exclude unrealized gains or losses on non-designated derivative instruments and unrealized foreign currency exchange and any profit or loss on the sale of any vessel. Adjusted Net Income Attributable to stockholders of Navigator Holdings Ltd. represents net income attributable to stockholders of Navigator Holdings Ltd. before unrealized (gain)/loss on non-designated derivative instruments, unrealized foreign currency exchange and (profit)/loss from sale of vessel. Management believes that EBITDA, Adjusted EBITDA and Adjusted Basic earnings per share are useful to investors in evaluating the operating performance of the Company. EBITDA, Adjusted EBITDA and Adjusted Basic earnings per share do not represent and should not be considered alternatives to consolidated net income, earnings per share, cash generated from operations or any other GAAP measure. See “Reconciliation of Non-GAAP Financial Measures” below for a reconciliation of EBITDA, Adjusted EBITDA and Adjusted Basic earnings per share to, in each case, the closest comparable GAAP measure.
| Three months ended September 30, 2023 | Three months ended September 30, 2024 | Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | |||||
| (in thousands except earnings per share and number of shares) | ||||||||
| Net Income attributable to stockholders of Navigator Holdings Ltd. | $ | 19,113 | $ | 18,172 | $ | 64,505 | $ | 63,985 |
| Unrealized (gain)/loss on non-designated derivative instruments | 972 | 5,177 | 2,028 | 7,205 | ||||
| (Profit)/loss from sale of vessel | — | — | (4,941) | — | ||||
| Unrealized foreign exchange loss/(gains)* | 850 | (3,282) | 275 | (879) | ||||
| Adjusted Net Income attributable to stockholders of Navigator Holdings Ltd. | $ | 20,935 | $ | 20,067 | $ | 61,867 | $ | 70,311 |
| Earnings per share attributable to stockholders of Navigator Holdings Ltd. | ||||||||
| Basic earnings per share | $ | 0.26 | $ | 0.26 | $ | 0.87 | $ | 0.89 |
| Diluted earnings per share | $ | 0.26 | $ | 0.26 | $ | 0.86 | $ | 0.88 |
| Adjusted Basic earnings per share2 | $ | 0.29 | $ | 0.29 | $ | 0.83 | $ | 0.98 |
| Adjusted Diluted earnings per share2 | $ | 0.28 | $ | 0.29 | $ | 0.83 | $ | 0.97 |
| Basic weighted average number of shares | 73,449,619 | 69,539,875 | 74,376,149 | 71,728,124 | ||||
| Diluted weighted average number of shares | 74,032,887 | 70,237,014 | 74,887,326 | 72,371,636 | ||||
* In preparing these unaudited condensed consolidated financial statements, management has disaggregated certain income statement line items. This disaggregation was performed to enhance clarity and to provide users with greater insight into the Company’s financial position. Unrealized foreign exchange gains and losses is separately disclosed and disaggregated from interest expense. Prior period balances were reclassified to conform to the current period presentation.
Unaudited Results of Operations for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023
| Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | Percentage Change | |||||
| (in thousands, except Percentage Change) | |||||||
| Operating revenues | $ | 364,271 | $ | 381,398 | |||
| Operating revenues – Unigas Pool | 37,479 | 41,250 | |||||
| Operating revenues – Luna Pool collaborative arrangements | 7,355 | — | (100.0) % | ||||
| Total operating revenue | 409,105 | 422,648 | |||||
| Brokerage commission | 5,217 | 5,340 | |||||
| Voyage expenses | 56,394 | 52,957 | (6.1) % | ||||
| Voyage expenses – Luna Pool collaborative arrangements | 5,561 | — | (100.0) % | ||||
| Vessel operating expenses | 124,236 | 129,077 | |||||
| Depreciation and amortization | 96,374 | 100,080 | |||||
| General and administrative costs | 22,335 | 27,179 | |||||
| (Profit) from sale of vessel | (4,941) | — | (100.0) % | ||||
| Other income | (96) | — | (100) % | ||||
| Total operating expenses | 305,080 | 314,633 | |||||
| Operating Income | 104,025 | 108,015 | |||||
| Unrealized loss on non-designated derivative instruments | (2,028) | (7,205) | |||||
| Write off of deferred financing costs | (171) | — | — | ||||
| Interest expense | (48,268) | (43,760) | (9.3) % | ||||
| Interest income | 3,647 | 5,060 | |||||
| Unrealized foreign exchange (loss)/gains | (275) | 879 | (420.1) % | ||||
| Income before taxes and share of result of equity method investments | 56,930 | 62,989 | |||||
| Income taxes | (4,269) | (3,041) | (28.8) % | ||||
| Share of result of equity method investments | 15,067 | 11,291 | (25.1) % | ||||
| Net Income | 67,728 | 71,239 | |||||
| Net income attributable to non-controlling interest | (3,223) | (7,254) | |||||
| Net Income attributable to stockholders of Navigator Holdings Ltd. | $ | 64,505 | $ | 63,985 | (0.8) % | ||
Operating Revenues. Operating revenues, net of address commissions, were
- an increase in operating revenues of approximately
$30.3 million attributable to an increase in average monthly time charter equivalent rates, which increased to an average of approximately$28,994 per vessel per day ($881,893 per vessel per calendar month) for the nine months ended September 30, 2024, compared to an average of approximately$26,371 per vessel per day ($705,911 per vessel per calendar month) for the nine months ended September 30, 2023; - a decrease in operating revenues of approximately
$6.0 million attributable to a decrease in fleet utilization, which declined to91.2% for the nine months ended September 30, 2024, compared to92.9% for the nine months ended September 30, 2023; - a decrease in operating revenues of approximately
$3.7 million or1.2% attributable to a 151 day decrease in vessel available days for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023; and - a decrease in operating revenues of approximately
$3.5 million primarily attributable to a decrease in pass through voyage costs for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.
The following table presents selected operating data for the nine months ended September 30, 2024 and 2023, which we believe are useful in understanding the basis for movement in our operating revenues.
| Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | |||||
| * Fleet Data: | ||||||
| Weighted average number of vessels | 47.0 | 47.0 | ||||
| Ownership days | 12,668 | 12,878 | ||||
| Available days | 12,571 | 12,420 | ||||
| Earning days | 11,675 | 11,328 | ||||
| Fleet utilization | 92.9 | % | 91.2 | % | ||
| ** Average daily Time Charter Equivalent | $ | 26,371 | $ | 28,994 | ||
* 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 - 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 earnings days and fleet utilization, on which TCE is based, is calculated only in relation to our owned 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 and charge our customers for these costs through our sales invoicing. 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.
Nine-Month 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.
| Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | |||
| (in thousands, except earning days and average daily time charter equivalent rate) | ||||
| Fleet Data: | ||||
| *** Operating revenue | $ | 364,271 | $ | 381,398 |
| *** Voyage expenses | 56,394 | 52,957 | ||
| Operating revenue less voyage expenses | $ | 307,877 | $ | 328,441 |
| Earning days | 11,675 | 11,328 | ||
| Average daily time charter equivalent rate | $ | 26,371 | $ | 28,994 |
*** Operating revenue and voyage expenses excluding Luna Pool Collaborative Arrangements and our nine owned vessels in the independently managed Unigas Pool.
Operating Revenues – Unigas Pool. Operating revenues – Unigas Pool was
Operating Revenues – Luna Pool Collaborative Arrangements. Luna Pool earnings were aggregated and then allocated (after deducting pool overheads and managers' fees) to the pool participants in accordance with the Pooling Agreement. Operating revenues - Luna Pool collaborative arrangements was $nil for the nine months ended September 30, 2024, compared to
Brokerage Commissions. Brokerage commissions, which typically vary between
Voyage Expenses. Voyage expenses decreased by
Voyage Expenses – Luna Pool Collaborative Arrangements. Voyage expenses – Luna Pool collaborative arrangements were $nil for the nine months ended September 30, 2024, compared to
Vessel Operating Expenses. Vessel operating expenses increased by
Depreciation and Amortization. Depreciation and amortization increased by
General and Administrative Costs. General and administrative costs increased by
Unrealized Loss on Non-designated Derivative Instruments. The unrealized loss of
Interest Expense. Interest expense decreased by
Unrealized Foreign Exchange (Loss)/Gains. The unrealized gain of
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
Share of Result of Equity Method Investments. The share of the result of the Company’s
Non-Controlling Interest. We 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 VIE into our financial results. The net income attributable to the Lessor SPV was
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
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 September 30, 2024, we had cash, cash equivalents and restricted cash of
As of September 30, 2024, our total current liabilities exceeded our total current assets by
The Company repaid
Our secured term loan facilities and revolving credit facilities require that the borrowers have liquidity of no less than (i)
On August 9, 2024, the Company entered into the August 2024 Facility with Crédit Agricole Corporate and Investment Bank, ING Bank N.V., and Skandinaviska Enskilda Banken AB (Publ), and refinanced its March 2019 secured term loan that was due to mature in March 2025, and to funded the repurchase of the Navigator Aurora pursuant to the Company’s existing October 2019 sale and leaseback arrangement related to that vessel which, based on a termination notice we issued to the lessor in May 2024, terminated on October 29, 2024, and for general corporate and working capital purposes. The March 2019 secured term loan was fully repaid. The August 2024 Secured Term Facility has a term of six years maturing in August 2030 and is for a maximum principal amount of
On October 17, 2024 the Company successfully issued
In connection with the 2024 Bonds issuance, the Company exercised a call option to repurchase
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 September 30, 2024, we had
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.
On August 23, 2024, the Company entered into contracts to build two new 48,500 cubic meter capacity liquefied ethylene gas carriers (the “Newbuild Vessels”) with Jiangnan Shipyard (Group) Co., Ltd. and China Shipbuilding Trading Co., Ltd., in China. The Newbuild Vessels are scheduled to be delivered to the Company in March 2027 and July 2027 respectively, at an average shipyard price of
As part of the agreements made on August 23, 2024, the Company has an option for two additional newbuilding vessels of the same specification and price as the Newbuild Vessels, with expected delivery to the Company in November 2027 and January 2028 respectively if the option is exercised. The option expires on November 21, 2024.
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
Cash Flows
The following table summarizes our cash, cash equivalents and restricted cash provided by/(used in) operating, investing and financing activities for the nine months ended September 30, 2024 and 2023:
| Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | |||||
| (in thousands) | ||||||
| Net cash provided by operating activities | $ | 115,532 | $ | 165,021 | ||
| Net cash (used in) investing activities | (162,577 | ) | (33,098 | ) | ||
| Net cash (used in)/provided by financing activities | 72,243 | (161,595 | ) | |||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 274 | (879 | ) | |||
| Net increase/(decrease) in cash, cash equivalents and restricted cash | $ | 25,472 | $ | (30,551 | ) | |
Operating Cash Flows. Net cash provided by operating activities for the nine months ended September 30, 2024, increased to
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. 12 of our vessels completed their respective drydockings during the nine months ended September 30, 2024,
We estimate the current cost of a five-year drydocking for one of our vessels to be approximately
Investing Cash Flows. Net cash used in investing activities was
Net cash used in investing activities was
Financing Cash Flows. Net cash used in financing activities was
Net cash provided by financing activities was
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
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
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 Terminal Facility. We have entered into floating to fixed interest rate swap agreements for approximately
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, Revolving Credit Facilities and Terminal Facility
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 facilities as of September 30, 2024:
| Facility agreement | Original facility amount | Principal amount outstanding | Interest rate | Facility maturity date | ||
| (in millions) | ||||||
| Terminal Facility | $ | 75.0 | $ | 14.7 | Comp SOFR + 300 BPS | December 2025 |
| September 2020 | 210.0 | 110.8 | Comp SOFR + 276 BPS | September 2025 | ||
| August 2021 Amendment and Restatement Agreement | 67.0 | 37.8 | Fixed 378 BPS | June 2026 | ||
| October 20193 | 69.1 | 36.4 | Term SOFR + 201 BPS | October 2026 | ||
| DB Credit Facility A | 57.7 | 13.2 | Comp SOFR + 247 BPS | April 2027 | ||
| Santander Credit Facility A | 81.0 | 19.0 | Comp SOFR + 247 BPS | May 2027 | ||
| December 2022 | 111.8 | 58.2 | Term SOFR + 209 BPS | September 2028 | ||
| DB Credit Facility B | 60.9 | 21.6 | Comp SOFR + 247 BPS | December 2028 | ||
| Santander Credit Facility B | 55.8 | 20.9 | Comp SOFR + 247 BPS | January 2029 | ||
| March 2023 Secured Term Loan | 200.0 | 150.1 | Comp SOFR + 210 BPS | March 2029 | ||
| Greater Bay JV Secured Term Loan | 151.3 | 133.5 | Term SOFR + 220 BPS | December 2029 | ||
| August 2024 Secured Term | 147.6 | 100.8 | Term SOFR + 190 BPS | August 2030 | ||
| Total | $ | 1,287.2 | $ | 717.0 | ||
August 2024 Secured Term Loan and Revolving Credit Facility. On August 9, 2024, the Company entered into the August 2024 Facility with Crédit Agricole Corporate and Investment Bank, ING Bank N.V., and Skandinaviska Enskilda Banken AB (Publ), and refinanced its March 2019 secured term loan that was due to mature in March 2025, and to funded the repurchase of the Navigator Aurora pursuant to the Company’s existing October 2019 sale and leaseback arrangement related to that vessel which, based on a termination notice we issued to the lessor in May 2024, terminated on October 29, 2024, and for general corporate and working capital purposes. The March 2019 secured term loan was fully repaid. The August 2024 Secured Term Facility has a term of six years maturing in August 2030 and is for a maximum principal amount of
Financial Covenants. Our secured term loan facilities and revolving credit facilities contain financial covenants requiring the borrowers, among other things, to ensure that:
- borrowers maintain a certain level of cash and cash equivalents based on the number of vessels in our fleet or in the relevant facilities, up to an amount of
$50 million and; - borrowers must maintain a minimum ratio of 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 typically 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 the 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 or 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 September 30, 2024 we were in compliance with all covenants under our secured term loan facilities and revolving credit facilities.
The borrowers are also required to deliver semi-annual compliance certificates, which include providing 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
_____________________________
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 15—Variable Interest Entities to the unaudited condensed consolidated financial statements for additional information.
2020 Senior Unsecured Bonds
General. On September 10, 2020, the Company issued 5-year senior unsecured bonds with a maturity in 2025 in an aggregate principal amount of
In September 2023 we purchased
Interest. Interest on the 2020 Bonds was payable at a fixed rate of
Financial Covenants. The 2020 Bond Agreement contained financial covenants requiring us, among other things, to ensure that:
- we and our subsidiaries maintain a minimum liquidity of no less than
$35 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 September 30, 2024, we were in compliance with all covenants under the 2020 Bonds.
Redemption. The Company exercised a call option on the 2020 Bonds at
Lessor VIE Debt - Navigator Aurora
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.
In October 2019, the SPV which owns the Navigator Aurora entered into secured financing agreements for
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
On October 29, 2024, the Company terminated the sale and leaseback transaction provided by OCY Malta Limited, the parent of OCY Aurora Ltd., and paid
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 margins of between 185 and 276 basis points. At September 30, 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 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 Euros, 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 as of September 30, 2024.
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 we are subject to fluctuations as a result of general 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 Contracts of Affreightment ("COAs") increases. In the case of the 47 vessels owned and commercially managed by us as of September 30, 2024, 32 were employed on time charter and as such it is the charterers who pay for the fuel on those vessels. If our vessels are employed under voyage charters or COAs, freight rates are generally sensitive to the price of fuel such that a 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 the same charterer. We consider and evaluate the concentration of credit risk continuously and perform ongoing evaluations of these charterers for credit risk. At September 30, 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 September 30, 2024, all such deposits had maturities of no more than three months, in order to provide the Company with flexibility to meet working capital and capital investment requirements.
| UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | ||||||||||||
| Condensed Consolidated Statements of Operations | ||||||||||||
| (Unaudited) | ||||||||||||
| Three months ended September 30, 2023 | Three months ended September 30, 2024 | Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | |||||||||
| (in thousands except share and per share data) | ||||||||||||
| Revenues | ||||||||||||
| Operating revenues | $ | 125,541 | $ | 128,777 | $ | 364,271 | $ | 381,398 | ||||
| Operating revenues – Unigas Pool | 12,227 | 13,040 | 37,479 | 41,250 | ||||||||
| Operating revenues – Luna Pool collaborative arrangements | — | — | 7,355 | — | ||||||||
| Total operating revenue | 137,768 | 141,817 | 409,105 | 422,648 | ||||||||
| Expenses | ||||||||||||
| Brokerage commission | 1,788 | 1,845 | 5,217 | 5,340 | ||||||||
| Voyage expenses | 20,561 | 21,651 | 56,394 | 52,957 | ||||||||
| Voyage expenses – Luna Pool collaborative arrangements | 19 | — | 5,561 | — | ||||||||
| Vessel operating expenses | 39,565 | 43,465 | 124,236 | 129,077 | ||||||||
| Depreciation and amortization | 32,353 | 33,290 | 96,374 | 100,080 | ||||||||
| General and administrative costs | 7,357 | 9,379 | 22,335 | 27,179 | ||||||||
| Other income | — | — | (96 | ) | — | |||||||
| (Profit) from sale of vessel | — | — | (4,941 | ) | — | |||||||
| Total operating expenses | 101,643 | 109,630 | 305,080 | 314,633 | ||||||||
| Other Income/(Expenses) | ||||||||||||
| Operating Income | 36,125 | 32,187 | 104,025 | 108,015 | ||||||||
| Unrealized (loss) on non-designated derivative instruments | (972 | ) | (5,177 | ) | (2,028 | ) | (7,205 | ) | ||||
| Write off of deferred financing costs | — | — | (171 | ) | — | |||||||
| Interest expense | (17,339 | ) | (14,252 | ) | (48,268 | ) | (43,760 | ) | ||||
| Interest income | 1,768 | 1,898 | 3,647 | 5,060 | ||||||||
| Unrealized foreign exchange (loss)/gains | (850 | ) | 3,282 | (275 | ) | 879 | ||||||
| Income before taxes and share of result of equity method investments | 18,732 | 17,938 | 56,930 | 62,989 | ||||||||
| Income taxes | (1,120 | ) | (674 | ) | (4,269 | ) | (3,041 | ) | ||||
| Share of result of equity method investments | 3,771 | 2,214 | 15,067 | 11,291 | ||||||||
| Net Income | 21,383 | 19,478 | 67,728 | 71,239 | ||||||||
| Net income attributable to non-controlling interest | (2,270 | ) | (1,306 | ) | (3,223 | ) | (7,254 | ) | ||||
| Net Income attributable to stockholders of Navigator Holdings Ltd. | $ | 19,113 | $ | 18,172 | $ | 64,505 | $ | 63,985 | ||||
| Earnings per share attributable to stockholders of Navigator Holdings Ltd.: | ||||||||||||
| Basic: | $ | 0.26 | $ | 0.26 | $ | 0.87 | $ | 0.89 | ||||
| Diluted: | $ | 0.26 | $ | 0.26 | $ | 0.86 | $ | 0.88 | ||||
| Weighted average number of shares outstanding in the period: | ||||||||||||
| Basic: | 73,449,619 | 69,539,875 | 74,376,149 | 71,728,124 | ||||||||
| Diluted: | 74,032,887 | 70,237,014 | 74,887,326 | 72,371,636 | ||||||||
| Condensed Consolidated Statements of Comprehensive Income | ||||||||||
| (Unaudited) | ||||||||||
| Three months ended September 30, 2023 | Three months ended September 30, 2024 | Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | |||||||
| (in thousands) | ||||||||||
| Net Income | $ | 21,383 | $ | 19,478 | $ | 67,728 | $ | 71,239 | ||
| Other comprehensive income: | ||||||||||
| Foreign currency translation (expense)/income | 308 | (200 | ) | 360 | (492 | ) | ||||
| Total comprehensive income | $ | 21,691 | $ | 19,278 | $ | 68,088 | $ | 70,747 | ||
| Total comprehensive income attributable to: | ||||||||||
| Stockholders of Navigator Holdings Ltd. | $ | 19,421 | $ | 17,972 | $ | 64,865 | $ | 63,493 | ||
| Non-controlling interest | 2,270 | 1,306 | 3,223 | 7,254 | ||||||
| Total comprehensive income | $ | 21,691 | $ | 19,278 | $ | 68,088 | $ | 70,747 | ||
| Condensed Consolidated Balance Sheet | ||||||
| (Unaudited) | ||||||
| As at December 31, 2023 | As at September 30, 2024 | |||||
| (in thousands, except share data) | ||||||
| Assets | ||||||
| Current Assets | ||||||
| Cash, cash equivalents and restricted cash | $ | 158,242 | $ | 127,691 | ||
| Accounts receivable, net of allowance for credit losses | 34,653 | 32,971 | ||||
| Accrued income | 2,437 | 3,627 | ||||
| Prepaid expenses and other current assets | 17,068 | 15,929 | ||||
| Bunkers and lubricant oils | 9,044 | 11,955 | ||||
| Insurance receivable | 526 | 3,783 | ||||
| Amounts due from related parties | 33,402 | 18,978 | ||||
| Total current assets | 255,372 | 214,934 | ||||
| Non-current Assets | ||||||
| Vessels, net | 1,754,382 | 1,677,891 | ||||
| Vessels under construction | — | 20,581 | ||||
| Property, plant and equipment, net | 142 | 218 | ||||
| Intangible assets, net of accumulated amortization | 332 | 235 | ||||
| Equity method investments | 174,910 | 198,782 | ||||
| Derivative assets | 14,674 | 7,469 | ||||
| Right-of-use asset for operating leases | 2,873 | 3,020 | ||||
| Other non-current assets | — | 1,250 | ||||
| Total non-current assets | 1,947,313 | 1,909,446 | ||||
| Total Assets | $ | 2,202,685 | $ | 2,124,380 | ||
| Liabilities and Stockholders’ Equity | ||||||
| Current Liabilities | ||||||
| Current portion of secured term loan facilities, net of deferred financing costs | $ | 120,327 | $ | 213,007 | ||
| Current portion of operating lease liabilities | 914 | 1,264 | ||||
| Accounts payable | 11,643 | 12,098 | ||||
| Accrued expenses and other liabilities | 20,847 | 28,947 | ||||
| Accrued interest | 5,488 | 3,448 | ||||
| Deferred income | 25,617 | 27,146 | ||||
| Amounts due to related parties | 606 | 533 | ||||
| Total current liabilities | 185,442 | 286,443 | ||||
| Non-current Liabilities | ||||||
| Secured term loan facilities and revolving credit facilities, net of current portion and deferred financing costs | 641,975 | 461,550 | ||||
| Senior unsecured bond, net of deferred financing costs | 90,336 | 90,631 | ||||
| Operating lease liabilities, net of current portion | 3,500 | 3,077 | ||||
| Deferred tax liabilities | 7,016 | 8,344 | ||||
| Amounts due to related parties | 41,342 | 36,397 | ||||
| Total non-current liabilities | 784,169 | 599,999 | ||||
| Total Liabilities | 969,611 | 886,442 | ||||
| Commitments and Contingencies - Note 12 | ||||||
| Stockholders’ Equity | ||||||
| Common stock— | 733 | 696 | ||||
| Additional paid-in capital | 799,472 | 800,328 | ||||
| Accumulated other comprehensive loss | (152 | ) | (644 | ) | ||
| Retained earnings | 390,221 | 387,504 | ||||
| Total Navigator Holdings Ltd. Stockholders’ Equity | 1,190,274 | 1,187,884 | ||||
| Non-controlling interest | 42,800 | 50,054 | ||||
| Total equity | 1,233,074 | 1,237,938 | ||||
| Total Liabilities and Stockholders’ Equity | $ | 2,202,685 | $ | 2,124,380 | ||
| Condensed Consolidated Statements of Stockholders’ Equity | ||||||||||||||||||
| (Unaudited) | ||||||||||||||||||
| For the nine months ended September 30, 2024: | ||||||||||||||||||
| (in thousands, except share data) | ||||||||||||||||||
| Common stock | ||||||||||||||||||
| Number of shares | Amount par value | Additional Paid- in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Non-Controlling Interest | Total | ||||||||||||
| January 1, 2024 | 73,208,586 | $ | 733 | $ | 799,472 | $ | (152 | ) | $ | 390,221 | $ | 42,800 | $ | 1,233,074 | ||||
| Restricted shares issued | 56,036 | 1 | — | — | — | — | 1 | |||||||||||
| Net income | — | — | — | — | 63,985 | 7,254 | 71,239 | |||||||||||
| Foreign currency translation | — | — | — | (492 | ) | — | — | (492 | ) | |||||||||
| Dividend Paid | — | — | — | — | (10,785 | ) | — | (10,785 | ) | |||||||||
| Repurchase of common stock | (3,811,191 | ) | (38 | ) | — | — | (55,917 | ) | — | (55,955 | ) | |||||||
| Share-based compensation plan | — | — | 856 | — | — | — | 856 | |||||||||||
| September 30, 2024 | 69,453,431 | $ | 696 | $ | 800,328 | $ | (644 | ) | $ | 387,504 | $ | 50,054 | $ | 1,237,938 | ||||
For the three months ended September 30, 2024:
| (in thousands, except share data) | ||||||||||||||||||
| Common stock | ||||||||||||||||||
| Number of shares | Amount par value | Additional Paid- in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Non-Controlling Interest | Total | ||||||||||||
| July 1, 2024 | 69,595,255 | $ | 697 | $ | 799,940 | $ | (444 | ) | $ | 375,135 | $ | 48,748 | $ | 1,224,076 | ||||
| Restricted shares issued | — | — | — | — | — | — | — | |||||||||||
| Net income | — | — | — | — | 18,172 | 1,306 | 19,478 | |||||||||||
| Foreign currency translation | — | — | — | (200 | ) | — | — | (200 | ) | |||||||||
| Dividend Paid | — | — | — | — | (3,473 | ) | — | (3,473 | ) | |||||||||
| Repurchase of common stock | (141,824 | ) | (1 | ) | — | — | (2,330 | ) | — | (2,331 | ) | |||||||
| Share-based compensation plan | — | — | 388 | — | — | — | 388 | |||||||||||
| September 30, 2024 | 69,453,431 | $ | 696 | $ | 800,328 | $ | (644 | ) | $ | 387,504 | $ | 50,054 | $ | 1,237,938 | ||||
For the nine months ended September 30, 2023:
| (in thousands, except share data) | ||||||||||||||||||
| Common stock | ||||||||||||||||||
| Number of shares | Amount par value | Additional Paid- in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Non-Controlling Interest | Total | ||||||||||||
| January 1, 2023 | 76,804,474 | $ | 769 | $ | 798,188 | $ | (463 | ) | $ | 364,000 | $ | 10,918 | $ | 1,173,412 | ||||
| Restricted shares issued March 15, 2023 | 47,829 | 1 | — | — | — | — | 1 | |||||||||||
| Net income | — | — | — | — | 64,505 | 3,223 | 67,728 | |||||||||||
| Foreign currency translation | — | — | — | 360 | — | — | 360 | |||||||||||
| Investment by non-controlling interest | — | — | — | — | — | 27,270 | 27,270 | |||||||||||
| Repurchase of common stock | (3,567,215 | ) | (36 | ) | — | — | (47,598 | ) | — | (47,634 | ) | |||||||
| Share-based compensation plan | — | — | 912 | — | — | — | 912 | |||||||||||
| Dividend Paid | — | — | — | — | (3,670 | ) | — | (3,670 | ) | |||||||||
| September 30, 2023 | 73,285,088 | $ | 734 | $ | 799,100 | $ | (103 | ) | $ | 377,237 | $ | 41,411 | $ | 1,218,379 | ||||
For the three months ended September 30, 2023:
| (in thousands, except share data) | ||||||||||||||||||
| Common stock | ||||||||||||||||||
| Number of shares | Amount par value | Additional Paid- in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Non-Controlling Interest | Total | ||||||||||||
| July 1, 2023 | 73,502,021 | $ | 736 | $ | 798,797 | $ | (411 | ) | $ | 364,796 | $ | 39,141 | $ | 1,203,059 | ||||
| Net income | — | — | — | — | 19,113 | 2,270 | 21,383 | |||||||||||
| Foreign currency translation | — | — | — | 308 | — | — | 308 | |||||||||||
| Investment by non-controlling interest | — | — | — | — | — | — | — | |||||||||||
| Repurchase of common stock | (216,933 | ) | (2 | ) | — | — | (3,004 | ) | — | (3,006 | ) | |||||||
| Share-based compensation plan | — | — | 303 | — | — | — | 303 | |||||||||||
| Dividend Paid | — | — | — | — | (3,670 | ) | — | (3,670 | ) | |||||||||
| September 30, 2023 | 73,285,088 | $ | 734 | $ | 799,100 | $ | (103 | ) | $ | 377,237 | $ | 41,411 | $ | 1,218,379 | ||||
See accompanying notes to condensed unaudited consolidated financial statements.
| Condensed Consolidated Statements of Cash Flows | ||||||
| (Unaudited) | ||||||
| Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | |||||
| (in thousands) | ||||||
| Cash flows from operating activities | ||||||
| Net Income | $ | 67,728 | $ | 71,239 | ||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||
| Unrealized loss on non-designated derivative instruments | 2,028 | 7,205 | ||||
| Depreciation and amortization | 96,374 | 100,080 | ||||
| Payment of drydocking costs | (9,842 | ) | (23,550 | ) | ||
| Profit from sale of vessel | (4,941 | ) | — | |||
| Share-based compensation expense | 912 | 856 | ||||
| Amortization of deferred financing costs | 3,074 | 2,464 | ||||
| Share of results of equity method investments | (15,067 | ) | (11,291 | ) | ||
| Deferred taxes | 1,388 | 1,328 | ||||
| Repayments under operating lease obligations | — | (713 | ) | |||
| Other unrealized foreign exchange (loss)/gain | (232 | ) | 859 | |||
| Changes in operating assets and liabilities | ||||||
| Accounts receivable | 1,166 | 1,682 | ||||
| Insurance claims receivables | (2,212 | ) | (4,571 | ) | ||
| Bunkers and lubricant oils | (3,925 | ) | (2,911 | ) | ||
| Accrued income, prepaid expenses and other current assets | (4,245 | ) | (51 | ) | ||
| Accounts payable, accrued interest, accrued expenses and other liabilities | (2,132 | ) | 7,971 | |||
| Amounts due to/(from) related parties | (14,542 | ) | 14,424 | |||
| Net cash provided by operating activities | 115,532 | 165,021 | ||||
| Cash flows from investing activities | ||||||
| Additions to vessels and equipment | (191,727 | ) | — | |||
| Vessels under construction | — | (20,581 | ) | |||
| Contributions to equity method investments | (18,036 | ) | (32,005 | ) | ||
| Distributions from equity method investments | 24,819 | 19,424 | ||||
| Investment in preferred securities | — | (1,250 | ) | |||
| Purchase of other property, plant and equipment and intangibles | (185 | ) | — | |||
| Net proceeds from sale of vessel | 20,720 | — | ||||
| Insurance recoveries | 1,832 | 1,314 | ||||
| Net cash used in investing activities | (162,577 | ) | (33,098 | ) | ||
| Cash flows from financing activities | ||||||
| Proceeds from secured term loan facilities and revolving credit facilities | 323,561 | 100,841 | ||||
| Direct financing cost of secured term loan and revolving credit facilities | (3,548 | ) | (1,476 | ) | ||
| Repurchase of share capital | (47,634 | ) | (55,955 | ) | ||
| Purchase of senior unsecured bonds | (9,047 | ) | — | |||
| Repayment of secured term loan facilities and revolving credit facilities | (209,530 | ) | (189,275 | ) | ||
| Repayment of refinancing of vessel to related parties | (5,155 | ) | (4,945 | ) | ||
| Cash received from non-controlling interest | 27,266 | — | ||||
| Dividends paid | (3,670 | ) | (10,785 | ) | ||
| Net cash (used in)/provided by financing activities | 72,243 | (161,595 | ) | |||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 274 | (879 | ) | |||
| Net increase in cash, cash equivalents and restricted cash | 25,472 | (30,551 | ) | |||
| Cash, cash equivalents and restricted cash at beginning of period | 153,194 | 158,242 | ||||
| Cash, cash equivalents and restricted cash at end of period | $ | 178,666 | $ | 127,691 | ||
| Supplemental Information | ||||||
| Total interest paid during the period, net of amounts capitalized | $ | 41,109 | $ | 42,460 | ||
| Total tax paid during the period | $ | 1,244 | $ | 893 | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited)
1. General Information and Basis of Presentation
General Information
Navigator Holdings Ltd. (the “Company”), the ultimate parent company of the Navigator Group of companies, is registered in the Republic of the Marshall Islands. The Company has a core business of owning and operating a fleet of liquefied gas carriers. As of September 30, 2024, the Company owned and operated 56 gas carriers (the “Vessels”) each having a cargo capacity of between 3,770 cbm and 38,000 cbm, of which 25 were ethylene and ethane-capable vessels.
The Company entered into a joint venture (the “Navigator Greater Bay Joint Venture”) with Greater Bay Gas Co. Ltd. (“Greater Bay Gas”) in September 2022, which joint venture entity has acquired two 17,000 cbm, 2018-built ethylene-capable liquefied gas carriers and three 22,000 cbm, 2019-built ethylene capable liquefied gas carriers. The vessels are currently commercially managed through the in-house Luna Pool and technically managed by a third party, PG Shipmanagement of Singapore.
The Company owns a
Unless the context otherwise requires, all references in the consolidated financial statements to “our”,” we” and “us” refer to the Company.
Basis of Presentation
These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and related Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In our opinion, all adjustments consisting of normal recurring items, necessary for a fair statement of financial position, operating results and cash flows have been included in the unaudited interim condensed consolidated financial statements and related notes. The unaudited interim condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023 included in our Annual Report on Form 20-F filed with the SEC on March 27, 2024 (the “2023 Annual Report”). The year-end condensed balance sheet data was derived from the audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results for the three and nine months ended September 30, 2024, are not necessarily indicative of results for the year ending December 31, 2024, or any other future periods.
In preparing these unaudited condensed consolidated financial statements, management has disaggregated certain income statement line items. This disaggregation was performed to enhance clarity and to provide users with greater insight into the Company’s financial position. Unrealized foreign exchange gains and losses are separately disclosed and disaggregated from interest expense. Prior period balances were reclassified to conform to the current period presentation.
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its subsidiaries and variable interest entities (“VIE”) for which the Company is a primary beneficiary (please read Note 15—Variable Interest Entities for additional information). All intercompany accounts and transactions have been eliminated on consolidation.
The results of operations are subject to seasonal and other fluctuations and are therefore not necessarily indicative of results that may otherwise be expected for the entire year.
Management has evaluated the Company’s ability to continue as a going concern and considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after these financial statements are issued. As part of the evaluation, and among other things, management has considered the following:
- our current financial condition and liquidity sources, including current funds available and forecasted future cash flows;
- the severity and duration of any world events and armed conflicts, including the Russian-Ukraine war, conflicts in the Israel-Gaza region and the broader conflict in the Middle East involving Iran and other nations, and associated repercussions to supply and demand for oil and gas and the economy generally as well as possible effects of trade disruptions;
- environmental regulations such as those affecting vessels' Energy Efficiency Existing Ship Index (“EEXI”); and
- the total capital contributions required for the Terminal Expansion Project (as defined below).
Following the evaluation Management has determined that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.
A discussion of the Company’s significant accounting policies can be found in the Company’s consolidated financial statements included in the Company's 2023 Annual Report. There have been no material changes to these policies in the nine months ended September 30, 2024.
Recent Accounting Pronouncements
New accounting standards issued as of September 30, 2024 may affect future reporting by Navigator Holdings Ltd. The Company's 2023 Annual Report contains a list of such accounting pronouncements that may be relevant in the future. There are no other new accounting pronouncements that are expected to have a material impact on the financial reporting by the Company for the nine months ended September 30, 2024.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. This guidance requires additional quantitative and qualitative disclosure of certain amounts included in the expense captions presented on the face of the Statement of Operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on its disclosures.
2. Operating Revenues
The following table discloses operating revenues by contract type for the three and nine months ended September 30, 2024 and 2023:
| Three months ended September 30, 2023 | Three months ended September 30, 2024 | Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | |||||
| (in thousands) | ||||||||
| Time charters | $ | 78,446 | $ | 79,166 | $ | 233,157 | $ | 254,533 |
| Voyage charters | 47,095 | 49,611 | 131,114 | 126,865 | ||||
| Voyage charters from Luna Pool collaborative arrangement | — | — | 7,355 | — | ||||
| Operating revenues from Unigas Pool | 12,227 | 13,040 | 37,479 | 41,250 | ||||
| Total operating revenues | $ | 137,768 | $ | 141,817 | $ | 409,105 | $ | 422,648 |
As of September 30, 2024, 32 of the Company’s 47 operated vessels (excluding the nine vessels operating within the independently managed Unigas Pool) were subject to time charters, 26 of which will expire within one year and six of which will expire within three years from the balance sheet date (December 31, 2023: 38 of the Company’s 47 operated vessels were subject to time charters, 27 of which will expire within one year, five of which will expire within three years and six of which will expire between three to five years). The estimated undiscounted cash flows for committed time charter revenues that are expected to be received on an annual basis for ongoing time charters, as of September 30, 2024, are as follows:
| (in thousands of U.S. dollars) | |
| Within 1 year | 174,704 |
| In the second year | 49,563 |
| In the third year | 10,667 |
For time charter revenues accounted for under ASC 842, the amount of accrued income on the Company’s unaudited condensed consolidated balance sheet as of September 30, 2024, was
Voyage Charter Revenues
Voyage charter revenues, which include revenues from contracts of affreightment, are shown net of address commissions.
As of September 30, 2024, for voyage charters and contracts of affreightment services accounted for under ASC 606, the amount of contract assets reflected within accrued income on the Company’s unaudited condensed consolidated balance sheet was
The period opening and closing balance of receivables from voyage charters, including contracts of affreightment, was
The amount allocated to costs incurred to fulfill a contract with a charterer, which are costs incurred following the commencement of a contract or charter party but before the loading of the cargo commences, was
Voyage and Time Charter Revenues from Luna Pool Collaborative Arrangements
Revenues from the Luna Pool collaborative arrangements for the nine months ended September 30, 2023 which were accounted for under ASC 808 – Collaborative Arrangements, represent our share of pool net revenues generated by the other Pool Participant’s vessels in the Luna Pool. These include revenues from voyage charters and contracts of affreightment, which are accounted for under ASC 606 in addition to time charter revenues which are accounted for under ASC 842. Following the acquisition of the final of five vessels by Navigator Greater Bay Joint Venture on April 13, 2023, revenues from the Luna Pool vessels are no longer accounted for under ASC 808 – Collaborative Arrangements.
3. Vessels
| Vessels | Drydocking | Total | ||||||
| (in thousands) | ||||||||
| Cost | ||||||||
| January 1, 2024 | $ | 2,467,396 | $ | 69,938 | $ | 2,537,334 | ||
| Additions | — | 23,442 | 23,442 | |||||
| Write-off of fully amortized assets | — | (11,248 | ) | (11,248 | ) | |||
| September 30, 2024 | 2,467,396 | 82,132 | 2,549,528 | |||||
| Accumulated Depreciation | ||||||||
| January 1, 2024 | 743,334 | 39,618 | 782,952 | |||||
| Charge for the period | 83,258 | 16,675 | 99,933 | |||||
| Write-off of fully amortized assets | — | (11,248 | ) | (11,248 | ) | |||
| September 30, 2024 | 826,592 | 45,045 | 871,637 | |||||
| Net Book Value | ||||||||
| December 31, 2023 | 1,724,062 | 30,320 | 1,754,382 | |||||
| September 30, 2024 | $ | 1,640,804 | $ | 37,087 | $ | 1,677,891 | ||
The cost and net book value of the 32 vessels that were contracted under time charter arrangements (please read Note 2—Operating Revenue for additional information) was
The net book value of vessels that serve as collateral for the Company’s secured term loan and revolving credit facilities (please read Note 6. Secured Term Loan Facilities and Revolving Credit Facilities, for additional information) was
The cost and net book value of vessels that are owned by lessor VIEs and which are included in the table above (please read Note 15—Variable Interest Entities for additional information) were
4. Vessels Under Construction
| Vessels Under Construction | ||
| (in thousands) | ||
| Vessels under construction at January 1, 2024 | $ | — |
| Payments to shipyard | 20,581 | |
| Vessel under construction at September 30, 2024 | $ | 20,581 |
On August 20, 2024 the Company entered into contracts to build two new 48,500 cubic meter capacity liquefied ethylene gas carriers with Jiangnan Shipyard (Group) Co., Ltd. and China Shipbuilding Trading Co., Ltd., in China.
The Newbuild Vessels Navigator Polaris and Navigator Proxima under construction are scheduled to be delivered to the Company in March 2027 and July 2027 respectively, at an average shipyard price of
5. Equity Method Investments
Interests in investments are accounted for using the equity method and are recognized initially at cost and subsequently include the Company’s share of the profit or loss and other comprehensive income of the equity-accounted investees. We disclose our proportionate share of profits and losses from equity method unconsolidated affiliates in the statement of operations and adjust the carrying amount of our equity method investments on the balance sheet accordingly.
Share of results from equity method investments, excluding amortized costs, recognized in the share of results of equity method investments for the nine months ended September 30, 2024, was
As of December 31, 2023, and September 30, 2024, we had the following participation interests in investments that are accounted for using the equity method:
| December 31, 2023 | September 30, 2024 | |
| Enterprise Navigator Ethylene Terminal L.L.C. ("Export Terminal Joint Venture") | ||
| Unigas International B.V. ("Unigas") | ||
| Dan Unity CO2 A/S ("Dan Unity") | ||
| Luna Pool Agency Limited ("Luna Pool Agency") | ||
| Azane Fuel Solutions AS ("Azane") | ||
| Bluestreak CO2 Limited ("Bluestreak") | ||
The table below shows the movement in the Company’s equity method investments, for the year ended December 31, 2023, and nine months ended September 30, 2024:
| Year ended December 31, 2023 | Nine months ended September 30, 2024 | |||||
| (in thousands) | ||||||
| Equity method investments at January 1, 2023 and 2024 | $ | 148,534 | $ | 174,910 | ||
| Share of results | 20,607 | 11,291 | ||||
| Distributions received from equity method investments | (30,790 | ) | (19,424 | ) | ||
| Equity contributions to joint venture entity | 35,000 | 32,005 | ||||
| Equity method investments – additions | 1,559 | — | ||||
| Equity method investments at December 31, 2023 and September 30, 2024 | $ | 174,910 | $ | 198,782 | ||
Enterprise Navigator Ethylene Terminal L.L.C. (“Export Terminal Joint Venture”)
In January 2018, the Company entered into definitive agreements creating the Export Terminal Joint Venture. As of September 30, 2024, the Company has contributed
Capitalized interest and associated costs are being amortized over the estimated useful life of the Ethylene Export Terminal, which began commercial operations with the export of commissioning cargoes in December 2019. As of September 30, 2024 the unamortized difference between the carrying amount of the investment in the Export Terminal Joint Venture and the amount of the Company’s underlying equity in net assets of the Export Terminal Joint Venture was
Unigas International B.V. ("Unigas")
Unigas based in the Netherlands is an independent commercial and operational manager of seagoing vessels capable of carrying liquefied petrochemical and petroleum gases on a worldwide basis. Unigas is the operator of the Unigas pool. The Company owns a
Dan Unity CO2 A/S ("Dan Unity")
In June 2021, one of the Company’s subsidiaries entered into a shareholder agreement creating the joint venture Dan Unity, a Danish entity, to undertake commercial and technical projects relating to seaborne transportation of CO2.
We account for our investment using the equity method and we exercise joint control over the operating and financial policies of Dan Unity. As of September 30, 2024, we have recognized the Company’s initial investment at cost along with the Company’s share of the profit or loss and other comprehensive income of equity accounted investees.
Luna Pool Agency Limited ("Luna Pool Agency")
In March 2020, the Company collaborated with Pacific Gas Pte. Ltd. and Greater Bay Gas Co. Ltd. ("Greater Bay Gas”) to form and manage the Luna Pool. As part of the formation, Luna Pool Agency Limited (the “Luna Pool Agency”) was incorporated in May 2020. The pool participants jointly own the Luna Pool Agency on an equal basis, and both have equal board representation. As of September 30, 2024, we have recognized the Company’s initial investment of one British pound in the Luna Pool Agency within equity method investments on our consolidated balance sheet. The Luna Pool Agency has no activities other than as a legal custodian of the Luna Pool bank account and there will be no variability in its financial results as it has no income and its minimal operating expenses are reimbursed by the Pool Participants.
Azane Fuel Solutions AS ("Azane")
Azane, a joint venture between ECONNECT Energy AS and Amon Maritime AS, both of Norway, was founded in Norway in 2020 as a company that develops proprietary technology and services for ammonia fuel handling to facilitate the transition to green fuels for shipping. The Company acquired a
Subject to customary conditions, Azane intends to build the world’s first ammonia bunkering network, with Yara Clean Ammonia ("Yara") already pre-ordering 15 units from Azane. The first green ammonia bunkering units are scheduled to be delivered in 2025 enabling a low-carbon fuel offering to shipowners. The investment made by Yara and Navigator is expected to enable Azane to begin construction of its first bunkering unit for ammonia supply in Norway, aiming to kickstart the transition to zero-carbon fuels for maritime transportation. Future value creation for Azane is expected to come through international expansion with its bunkering solutions and the broadening of its offerings in ammonia fuel handling technology.
Bluestreak CO2 Limited ("Bluestreak")
Bluestreak is a
6. Secured Term Loan Facilities and Revolving Credit Facilities
The following table shows the breakdown of all secured term loan facilities, revolving credit facilities and total deferred financing costs split between current and non-current liabilities at December 31, 2023 and September 30, 2024:
| December 31, 2023 | September 30, 2024 | |||||
| (in thousands) | ||||||
| Current Liabilities | ||||||
| Current portion of secured term loan facilities and revolving credit facilities | $ | 123,024 | $ | 215,547 | ||
| Less: current portion of deferred financing costs | (2,697 | ) | (2,540 | ) | ||
| Current portion of secured term loan facilities and revolving credit facilities, net of deferred financing costs | $ | 120,327 | $ | 213,007 | ||
| Non-Current Liabilities | ||||||
| Secured term loan facilities and revolving credit facilities net of current portion, excluding amount due to related parties | $ | 646,131 | $ | 465,176 | ||
| Amount due to related parties* | 41,342 | 36,397 | ||||
| Less: non-current portion of deferred financing costs | (4,156 | ) | (3,626 | ) | ||
| Non-current secured term loan facilities and revolving credit facilities, net of current portion and non-current deferred financing costs | $ | 683,317 | $ | 497,947 | ||
*Amount due to related parties 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 as a variable interest entity under U.S. GAAP into our financial statements.
On August 9, 2024, the Company entered into the August 2024 Facility with Crédit Agricole Corporate and Investment Bank, ING Bank N.V., and Skandinaviska Enskilda Banken AB (Publ), and refinanced its March 2019 secured term loan that was due to mature in March 2025, and funded the repurchase of the Navigator Aurora pursuant to the Company’s existing October 2019 sale and leaseback arrangement related to that vessel which, based on a termination notice we issued to the lessor in May 2024, terminated on October 29, 2024, and for general corporate and working capital purposes. The March 2019 secured term loan was fully repaid. The August 2024 Secured Term Facility has a term of six years maturing in August 2030 and is for a maximum principal amount of
The Company repaid
7. Senior Unsecured Bonds
On September 10, 2020, the Company issued 5-year senior unsecured bonds with a maturity 2025 in an aggregate principal amount of
On October 17, 2024 the Company successfully issued
In connection with the 2024 Bonds issuance, the Company exercised a call option to repurchase
The following table shows the breakdown of our senior unsecured bonds and total deferred financing costs as of December 31, 2023 and September 30, 2024:
| December 31, 2023 | September 30, 2024 | |||||
| (in thousands) | ||||||
| Total bonds cost | $ | 100,000 | $ | 100,000 | ||
| Less Treasury bonds* | (9,000 | ) | (9,000 | ) | ||
| Less deferred financing costs | (664 | ) | (369 | ) | ||
| Total bonds, net of deferred financing costs | $ | 90,336 | $ | 90,631 | ||
* In September 2023, we purchased
8. Derivative Instruments Accounted for at Fair Value
The following table includes the estimated fair value of those assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and September 30, 2024.
| December 31, 2023 | September 30, 2024 | ||
| (in thousands) | |||
| Fair Value Hierarchy Level | Fair Value Asset | Fair Value Asset | |
| Interest rate swap agreements | Level 2 | ||
The Company uses derivative instruments in accordance with its overall risk management policy to mitigate the risk of unfavorable fluctuations in foreign exchange and interest rate movements.
The Company held no derivatives designated as hedges as of December 31, 2023 or September 30, 2024.
Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. The fair value accounting standard establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Include other inputs that are directly or indirectly observable in the marketplace.
Level 3—Unobservable inputs which are supported by little or no market activity.
Interest Rate risk
The Company has a number of existing vessel loan facilities with associated fixed interest rate swaps. As of September 30, 2024, the interest rate swaps had a positive fair value to the Company of
These fixed interest rate swaps are typically entered into with the financial institutions that are also lenders under the loan facilities. The interest rate payable by the Company under these interest rate swap agreements is between
All interest rate swaps above are remeasured to fair value at each reporting date and have been categorized as Level Two on the fair value measurement hierarchy. The remeasurement to fair value has no impact on cash flows at the reporting date. There is no requirement for cash collateral to be placed with the swap providers under these swap agreements and there is no effect on restricted cash as of September 30, 2024.
Foreign Currency Exchange Rate risk
All foreign currency-denominated monetary assets and liabilities are revalued and are reported in the Company’s functional currency based on the prevailing exchange rate at the end of the period. These foreign currency transactions fluctuate based on the strength of the U.S. Dollar. The remeasurement of all foreign currency-denominated monetary assets and liabilities at each reporting date results in unrealized foreign currency exchange differences which do not impact our cash flows.
Credit risk
The Company is exposed to credit losses in the event of non-performance by the counterparties to its interest rate swap agreements. As of September 30, 2024, the Company is exposed to credit risk as the interest rate swaps were in an asset position from the perspective of the Company. In order to minimize counterparty risk, the Company only enters into derivative transactions with counterparties that are reputable financial institutions, highly rated by a recognized rating agency.
The fair value of our interest rate swap agreements is the estimated amount that we would pay/receive to sell or transfer the swap at the reporting date, taking into account current interest rates and the current credit worthiness of the swap counterparties. The estimated amount is the present value of future cash flows, adjusted for credit risk. The Company transacts all of these derivative instruments through investment-grade rated financial institutions at the time of the transaction. The amount recorded as a derivative asset or liability could vary by a material amount in the near term if credit markets are volatile or if credit risk were to change significantly.
The fair value of our interest rate swap agreements at the end of each period is most significantly affected by the interest rate implied by the benchmark interest yield curve, including its relative steepness. Interest rates and foreign exchange rates have experienced significant volatility in recent years in both the short and long term. While the fair value of our swap agreements is typically more sensitive to changes in short-term rates, significant changes in long-term benchmark interest, foreign exchange rates and the credit risk of the counterparties of the Company also materially impact the fair values of our swap agreements.
9. Fair Value of Financial Instruments Not Accounted for at Fair Value
The principal financial assets of the Company as of September 30, 2024, and December 31, 2023, consist of cash, cash equivalents, and restricted cash and accounts receivable. The principal financial liabilities of the Company as of September 30, 2024, and December 31, 2023, consist of accounts payable, accrued expenses and other liabilities, secured term loan facilities, revolving credit facilities and the 2020 Bonds and do not include deferred financing costs.
The carrying values of cash, cash equivalents and restricted cash, accounts receivable, accounts payable, accrued expenses and other liabilities are reasonable estimates of their fair value due to the short-term nature or liquidity of these financial instruments.
Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. The fair value accounting standard establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Include other inputs that are directly or indirectly observable in the marketplace.
Level 3—Unobservable inputs which are supported by little or no market activity.
The 2020 Bonds are classified as a Level 2 liability and the fair values have been calculated based on the most recent trades of the bond on the Oslo Børs prior to September 30, 2024. These trades are infrequent and therefore not considered to be an active market.
The fair value of secured term loan facilities and revolving credit facilities is estimated to approximate the carrying value in the balance sheet since they bear a variable interest rate, which is reset quarterly. This has been categorized at Level 2 on the fair value measurement hierarchy as of September 30, 2024.
The following table includes the estimated fair value and carrying value of those assets and liabilities where fair value approximates carrying value. The table excludes cash, cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other liabilities because the fair value approximates carrying value and, for accounts receivable and payable, are due in one year or less.
| December 31, 2023 | September 30, 2024 | |||||||||||||
| (in thousands) | ||||||||||||||
| Fair Value Hierarchy Level | Carrying Amount (Liability) | Fair Value (Liability) | Fair Value Hierarchy Level | Carrying Amount (Liability) | Fair Value (Liability) | |||||||||
| 2020 Bonds (Note 7) | Level 2 | $ | (91,000 | ) | $ | (91,455 | ) | Level 2 | $ | (91,000 | ) | $ | (91,796 | ) |
| Secured term loan facilities and revolving credit facilities (Note 6) | Level 2 | $ | (810,497 | ) | $ | (810,497 | ) | Level 2 | $ | (717,120 | ) | $ | (717,120 | ) |
10. Earnings per share
Basic earnings per share is calculated by dividing the net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by adjusting the weighted average number of common shares used for calculating basic earnings per share for the effects of all potentially dilutive shares. The following table shows the calculation of both the basic and diluted number of weighted average outstanding shares for the three and nine months ended September 30, 2024 and 2023:
| Three months ended September 30, 2023 | Three months ended September 30, 2024 | Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | |||||
| Net Income attributable to stockholders of Navigator Holdings Ltd.(in thousands) | $ | 19,113 | $ | 18,172 | $ | 64,505 | $ | 63,985 |
| Basic weighted average number of shares: | 73,449,619 | 69,539,875 | 74,376,149 | 71,728,124 | ||||
| Effect of dilutive potential share options: | 583,268 | 697,139 | 511,177 | 643,512 | ||||
| Diluted weighted average number of shares | 74,032,887 | 70,237,014 | 74,887,326 | 72,371,636 | ||||
| Earnings per share attributable to stockholders of Navigator Holdings Ltd.: | ||||||||
| Basic earnings per share | $ | 0.26 | $ | 0.26 | $ | 0.87 | $ | 0.89 |
| Diluted earnings per share | $ | 0.26 | $ | 0.26 | $ | 0.86 | $ | 0.88 |
11. Share-Based Compensation
Share Awards
On April 15, 2024, under the Navigator Holdings Ltd. 2023 Long-Term Incentive Plan (the “2023 Plan”) the Company granted a total of 54,851 restricted shares, 41,291 of which were granted to non-employee directors and 13,560 of which were granted to the officers and employees of the Company. The weighted average value of the 54,851 shares granted was
On March 17, 2024 under the Navigator Holdings Ltd. 2013 Long-Term Incentive Plan (the “2013 Plan”), 31,833 shares which were previously granted to non-employee directors under the 2013 Plan with a weighted average grant value of
On June 30, 2023, 15,627 shares, which were previously granted to an officer of the Company under the 2013 Plan with a weighted average grant value of
On March 17, 2023, 45,864 shares which were previously granted to non-employee directors under the 2013 Plan with a weighted average grant value of
On March 15, 2023, under the 2013 Plan the Company granted a total of 47,829 restricted shares, 36,327 of which were granted to non-employee directors and 11,502 of which were granted to the officers and employees of the Company. The weighted average value of the shares granted was
Restricted share grant activity for the year ended December 31, 2023, and the nine months ended September 30, 2024, was as follows:
| Number of non-vested restricted shares | Weighted average grant date fair value | Weighted average remaining contractual term (years) | |||
| Balance as of January 1, 2023 | 115,693 | $ | 10.16 | 1.04 | |
| Granted | 47,829 | 12.45 | |||
| Vested | (78,144 | ) | 10.16 | ||
| Balance as of December 31, 2023 | 85,378 | 11.44 | 0.81 | ||
| Granted | 54,851 | 15.03 | |||
| Vested | (46,944 | ) | 12.00 | ||
| Balance as of September 30, 2024 | 93,285 | $ | 13.09 | 0.86 | |
We account for forfeitures as they occur. Using the graded straight-line method of expensing the restricted stock grants, the weighted average estimated value of the shares calculated at the date of grant is recognized as compensation cost in the unaudited condensed consolidated statement of operations over the period to the vesting date.
During the three months ended September 30, 2024, the Company recognized
During the nine months ended September 30, 2024, the Company recognized
Share options
Share options issued under the 2013 Plan and the 2023 Plan are exercisable between the third and tenth anniversary of the grant date, after which they lapse. The fair value of any option issued is calculated on the date of the grant based on the Black-Scholes valuation model. Expected volatility is based on the historic volatility of the Company’s stock price and other factors. The expected term of the options granted is anticipated to occur in the range between 4 and 6.5 years. The risk-free rate is the rate adopted from the U.S. Government Zero Coupon Bond.
The movements in the outstanding share options during the year ended December 31, 2023, and the nine months ended September 30, 2024, were as follows:
| Number of options outstanding | Weighted average exercise price per share | Aggregate intrinsic value4 | ||||
| Balance as of January 1, 2023 | 320,856 | $ | 20.99 | $ | — | |
| Forfeited during the year | (35,875 | ) | 22.35 | — | ||
| Issuance during the year | 262,412 | 15.45 | — | |||
| Balance as of December 31, 2023 | 547,393 | 18.25 | 53,100 | |||
| Issuance during the year | 293,284 | 17.94 | — | |||
| Expired during the period | (143,538 | ) | 24.29 | — | ||
| Balance as of September 30, 2024 | 697,139 | $ | 16.88 | $ | 609,648 | |
_____________________________
4 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for options that had exercise prices lower than the fair value of the Company’s share price.
The weighted-average remaining contractual term of options outstanding and exercisable at September 30, 2024 was 3.49 years (December 31, 2023: 2.99 years).
During the three months ended September 30, 2024, the Company recognized
During the nine months ended September 30, 2024, the Company recognized
The Company has employee stock purchase plans in place which is a savings-related share scheme where certain employees have the option to buy common stock at a
12. Commitments and Contingencies
The schedule below summarizes our future contractual obligations as of September 30, 2024.
| 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | ||||||||
| (in thousands) | ||||||||||||||
| Secured term loan facilities and revolving credit facilities | $ | 35,415 | $ | 208,355 | $ | 117,343 | $ | 77,666 | $ | 99,313 | $ | 142,631 | $ | 680,723 |
| 2020 Bonds | — | 100,000 | — | — | — | — | 100,000 | |||||||
| Navigator Aurora Facility1 | 36,397 | — | — | — | — | — | 36,397 | |||||||
| Vessels under construction2 | 20,580 | 41,160 | 41,160 | 82,320 | — | — | 185,220 | |||||||
| Ethylene Export Terminal capital contributions3 | 62,931 | — | — | — | — | — | 62,931 | |||||||
| Office operating leases4 | 367 | 1,409 | 1,220 | 1,441 | 99 | 25 | 4,561 | |||||||
| Total contractual obligations | $ | 155,690 | $ | 350,924 | $ | 159,723 | $ | 161,427 | $ | 99,412 | $ | 142,656 | $ | 1,069,832 |
- 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 15—Variable Interest Entities to our consolidated financial statements.
- The Company entered into two contracts to build two new 48,500 cubic meter capacity liquefied ethylene gas carriers with Jiangnan Shipyard (Group) Co., Ltd. and China Shipbuilding Trading Co., Ltd., in China. The Newbuild Vessels Navigator Polaris and Navigator Proxima are under construction and are scheduled to be delivered to the Company in March 2027 and July 2027 respectively, at an average shipyard price of
$102.9 million per vessel. - We committed to expand our existing Ethylene Export Terminal. As at September 30, 2024 the remaining capital contributions required from us to the Export Terminal Joint Venture for the Terminal Expansion Project are expected to be approximately
$63 million . - The Company occupies office space in London with a lease that commenced in January 2022 for a period of 10 years with a mutual break option in January 2027, which is the fifth anniversary of the lease commencement date. The lease payments are dependent on foreign exchange rates and the gross rent per year payable in GBP is approximately
$1.1 million , with an initial rent-free period of 27 months, of which 13 months of the rent free period is repayable in the event that the break option is exercised.
The Company occupies office space in Copenhagen, Denmark with a lease that commenced in September 2021 and expires in June 2025. The lease payments are dependent on foreign exchange rates and the gross rent per year payable in Danish Kroner is approximately$180,000.
The lease term for our office in Gdynia, Poland which commenced in April 2024 for a period of 5 years to March 30, 2029. The lease payments are dependent on foreign exchange rates and the gross rent per year payable in Euros is approximately$95,000.
The Company entered into a lease for office space in Houston that expires on March 31, 2025. The annual gross rent under this lease payable in U.S. Dollars is approximately$60,000.
The weighted average remaining contractual lease term for the above four office leases on September 30, 2024, was 2.47 years (December 31, 2023: 3.88 years).
13. Operating Lease Liabilities
The Company’s unaudited condensed consolidated balance sheet includes a right-of-use (“ROU”) asset and a corresponding liability for operating lease contracts where the Company is a lessee. The discount rate used to measure the lease liability presented on the Company’s unaudited condensed consolidated balance sheet is the incremental cost of borrowing since the rate implicit in the lease cannot be determined.
The liabilities described below are for the Company’s offices in London, Gdynia, Copenhagen and Houston which are denominated in various currencies. At September 30, 2024, the weighted average discount rate across the four leases was
At September 30, 2024, based on the remaining lease liabilities, the weighted average remaining operating lease term was 2.45 years (December 31, 2023: 3.17 years).
Under ASC 842, the ROU asset is a non-monetary asset and is remeasured into the Company’s reporting currency using the exchange rate for the applicable currency as at the adoption date of ASC 842. The operating lease liability is a monetary liability and is remeasured quarterly using current exchange rates, with changes recognized in a manner consistent with other foreign currency-denominated liabilities within general and administrative expenses in the consolidated statements of comprehensive income.
A maturity analysis of the annual undiscounted cash flows of the Company’s operating lease liabilities as of December 31, 2023 and September 30, 2024, is presented in the following table:
| December 31, 2023 | September 30, 2024 | |||||
| (in thousands) | ||||||
| One year | $ | 1,027 | $ | 1,424 | ||
| Two years | 1,279 | 1,264 | ||||
| Three years | 1,066 | 1,725 | ||||
| Four years | 1,274 | 99 | ||||
| Five years | — | 49 | ||||
| Total undiscounted operating lease commitments | 4,646 | 4,561 | ||||
| Less: Discount adjustment | (232 | ) | (220 | ) | ||
| Total operating lease liabilities | 4,414 | 4,341 | ||||
| Less: current portion | (914 | ) | (1,264 | ) | ||
| Operating lease liabilities, non-current portion | $ | 3,500 | $ | 3,077 | ||
14. Cash, Cash Equivalents and Restricted Cash
The following table shows the breakdown of cash, cash equivalents and restricted cash as of December 31, 2023 and September 30, 2024:
| December 31, 2023 | September 30, 2024 | |||
| (in thousands) | ||||
| Cash and cash equivalents | $ | 149,581 | $ | 118,282 |
| Cash and cash equivalents held by VIE | 23 | 526 | ||
| Restricted cash | 8,638 | 8,883 | ||
| Total cash, cash equivalents and restricted cash | $ | 158,242 | $ | 127,691 |
Amounts included in restricted cash represent cash in blocked deposit accounts that are required to be deposited in accordance with the terms of a number of secured term loans with banking institutions. These funds are not available for daily operational use.
15. Variable Interest Entities
PT Navigator Khatulistiwa
As of December 31, 2023 and September 30, 2024, the Company has consolidated
OCY Aurora Ltd.
In October 2019, the Company entered into a sale and leaseback to refinance one of its vessels, Navigator Aurora, with OCY Aurora Ltd., a Maltese limited liability company. OCY Aurora Ltd. is a wholly owned subsidiary of Ocean Yield Malta Limited, whose parent is Ocean Yield ASA, a listed company on the Oslo stock exchange. The Company does not hold any shares or voting rights in OCY Aurora Ltd. Under U.S. GAAP the entity, OCY Aurora Ltd, is considered to be a VIE.
As of December 31, 2023, and September 30, 2024, the Company has consolidated
The Company has performed an analysis and concluded that we exercise power through the exercise of the call options in the lease agreement. The call options, although not an activity of the SPV, if exercised would significantly impact the SPV’s economic performance as the SPV owns no other revenue generating assets. The options transfer to the Company the right to receive benefits as they are agreed at a predetermined price. The SPV is protected from decreases in the value of the vessel, as if the vessel’s market value were to decline, the call option provides the SPV protection up to the point where it would not be economically viable for the Company to exercise the option. In addition, the Company has the power to direct decisions over the activities and care of the vessel which directly impact its value such as for the day-to-day commercial, technical management and operation of the vessel.
Following the above, the SPV is categorized under U.S. GAAP as a VIE and the Company has concluded it is the primary beneficiary and must therefore consolidate the SPV within its financial statements.
On October 29, 2024, the Company terminated the sale and leaseback transaction provided by OCY Malta Limited, the parent of OCY Aurora Ltd., and paid
Navigator Crewing Services Philippines Inc. and Navigator Gas Services Philippines Inc.
We own a
The Company has determined that it has a variable interest in NCSPI and NSSPI and is considered to be the primary beneficiary as a result of having a controlling financial interest in the entities and has the power to direct the activities that most significantly impact NCSPI’s and NSSPI’s economic performance.
As of September 30, 2024, the Company's VIE’s had total assets and liabilities of
16. Related Party Transactions
The following table summarizes our transactions with related parties for the three and nine months ended September 30, 2024 and 2023:
| Three months ended September 30, 2023 | Three months ended September 30, 2024 | Nine months ended September 30, 2023 | Nine months ended September 30, 2024 | |||||||||
| (in thousands) | ||||||||||||
| Net income / (expenses) | ||||||||||||
| Luna Pool Agency Limited | $ | (22 | ) | $ | 254 | $ | (38 | ) | $ | 218 | ||
| Ocean Yield Malta Limited | (826 | ) | (701 | ) | (2,415 | ) | (2,196 | ) | ||||
| Ultranav Business Support ApS | 19 | (21 | ) | (90 | ) | (52 | ) | |||||
| $ | (829 | ) | $ | (468 | ) | $ | (2,543 | ) | $ | (2,030 | ) | |
The following table sets out the balances due from related parties as of December 31, 2023 and September 30, 2024:
| December 31, 2023 | September 30, 2024 | |||
| (in thousands) | ||||
| Luna Pool Agency Limited | $ | 30,804 | $ | 13,426 |
| Unigas Pool | 2,598 | 5,552 | ||
| $ | 33,402 | $ | 18,978 | |
The following table sets out the balances due to related parties as of December 31, 2023 and September 30, 2024:
| December 31, 2023 | September 30, 2024 | |||
| (in thousands) | ||||
| Ocean Yield Malta Limited | $ | 41,912 | $ | 36,930 |
| Naviera Ultranav Dos Limitada | 36 | — | ||
| $ | 41,948 | $ | 36,930 | |
As of September 30, 2024, Ultranav International ApS held a
The Company entered into a Transitional Services Agreement (“TSA”) with Ultranav Business Support ApS (“UBS”) to provide office and reception services. The Company pays UBS a monthly fee for services provided. The TSA agreement with UBS can be terminated by the Company by giving six-months' notice.
17. Subsequent Events
On November 6, 2024, the Company's Board of Directors declared a cash dividend of
On October 29, 2024, the Company terminated the sale and leaseback transaction provided by OCY Malta Limited, the parent of OCY Aurora Ltd., and paid
On October 17, 2024 the Company successfully issued
In connection with the 2024 Bonds issuance, the Company exercised a call option to repurchase all of the outstanding principal amount of its existing
Our Fleet
The following table provides details of our vessels as of November 6, 2024:
| Operating Vessel | Year Built | Vessel Size (cbm) | Employment Status | Current Cargo | Time Charter Expiration Date |
| Ethylene/ethane capable semi-refrigerated midsize | |||||
| Navigator Aurora | 2016 | 37,300 | Time Charter | Ethane | December 2026 |
| Navigator Eclipse | 2016 | 37,300 | Time Charter | Ethane | March 2026 |
| Navigator Nova | 2017 | 37,300 | Time Charter | Ethane | September 2026 |
| Navigator Prominence | 2017 | 37,300 | Time Charter | Ethane | March 2025 |
| Ethylene/ethane capable semi-refrigerated handysize | |||||
| Navigator Pluto* | 2000 | 22,085 | Spot Market | Ethane | — |
| Navigator Saturn | 2000 | 22,085 | Time Charter | Ethane | November 2024 |
| Navigator Venus* | 2000 | 22,085 | Spot Market | Ethane | — |
| Navigator Atlas* | 2014 | 21,000 | Spot Market | Ethane | — |
| Navigator Europa* | 2014 | 21,000 | Time Charter | Ethane | December 2024 |
| Navigator Oberon* | 2014 | 21,000 | Spot Market | Ethylene | — |
| Navigator Triton* | 2015 | 21,000 | Spot Market | Ethane | — |
| Navigator Umbrio* | 2015 | 21,000 | Time Charter | Ethane | January 2025 |
| Navigator Luna* | 2018 | 17,000 | Spot Market | Ethane | — |
| Navigator Solar* | 2018 | 17,000 | Time Charter | Ethylene | January 2025 |
| Navigator Castor* | 2019 | 22,000 | Spot Market | Ethylene | — |
| Navigator Equator* | 2019 | 22,000 | Spot Market | Ethylene | — |
| Navigator Vega* | 2019 | 22,000 | Spot Market | Ethane | — |
| Ethylene/ethane capable semi-refrigerated smaller size | |||||
| Happy Condor** | 2008 | 9,000 | Unigas Pool | — | — |
| Happy Pelican** | 2012 | 6,800 | Unigas Pool | — | — |
| Happy Penguin** | 2013 | 6,800 | Unigas Pool | — | — |
| Happy Kestrel** | 2013 | 12,000 | Unigas Pool | — | — |
| Happy Osprey** | 2013 | 12,000 | Unigas Pool | — | — |
| Happy Peregrine** | 2014 | 12,000 | Unigas Pool | — | — |
| Happy Albatross** | 2015 | 12,000 | Unigas Pool | — | — |
| Happy Avocet** | 2017 | 12,000 | Unigas Pool | — | — |
| Semi-refrigerated handysize | |||||
| Navigator Aries | 2008 | 20,750 | Time Charter | LPG | January 2025 |
| Navigator Capricorn | 2008 | 20,750 | Time Charter | LPG | November 2025 |
| Navigator Gemini | 2009 | 20,750 | Time Charter | LPG | November 2024 |
| Navigator Pegasus | 2009 | 22,200 | Time Charter | LPG | August 2025 |
| Navigator Phoenix | 2009 | 22,200 | Time Charter | Ammonia | November 2025 |
| Navigator Scorpio | 2009 | 20,750 | Time Charter | LPG | January 2026 |
| Navigator Taurus | 2009 | 20,750 | Time Charter | Ammonia | April 2025 |
| Navigator Virgo | 2009 | 20,750 | Time Charter | LPG | April 2025 |
| Navigator Leo | 2011 | 20,600 | Time Charter | LPG | December 2024 |
| Navigator Libra | 2012 | 20,600 | Time Charter | LPG | March 2025 |
| Navigator Atlantic (Previously Atlantic Gas) | 2014 | 22,000 | Time Charter | LPG | April 2025 |
| Adriatic Gas | 2015 | 22,000 | DryDocking | L0 | 0 |
| Balearic Gas | 2015 | 22,000 | Spot Market | LPG | — |
| Celtic Gas | 2015 | 22,000 | Spot Market | LPG | — |
| Navigator Centauri | 2015 | 21,000 | Time Charter | LPG | June 2025 |
| Navigator Ceres | 2015 | 21,000 | Time Charter | LPG | July 2025 |
| Navigator Ceto | 2016 | 21,000 | Time Charter | LPG | June 2025 |
| Navigator Copernico | 2016 | 21,000 | Time Charter | LPG | June 2025 |
| Bering Gas | 2016 | 22,000 | Spot Market | LPG | — |
| Navigator Luga | 2017 | 22,000 | Time Charter | LPG | December 2025 |
| Navigator Yauza | 2017 | 22,000 | Time Charter | Ammonia | July 2025 |
| Arctic Gas | 2017 | 22,000 | Spot Market | LPG | — |
| Pacific Gas | 2017 | 22,000 | Time Charter | LPG | November 2025 |
| Semi-refrigerated smaller size | |||||
| Happy Falcon** | 2002 | 3,770 | Unigas Pool | — | — |
| Fully-refrigerated | |||||
| Navigator Glory | 2010 | 22,500 | Time Charter | Ammonia | June 2025 |
| Navigator Grace | 2010 | 22,500 | Time Charter | Ammonia | January 2025 |
| Navigator Galaxy | 2011 | 22,500 | Time Charter | Ammonia | December 2024 |
| Navigator Genesis | 2011 | 22,500 | Time Charter | Ammonia | January 2025 |
| Navigator Global | 2011 | 22,500 | Time Charter | Ammonia | December 2024 |
| Navigator Gusto | 2011 | 22,500 | Time Charter | Ammonia | March 2025 |
| Navigator Jorf | 2017 | 38,000 | Time Charter | Ammonia | August 2027 |
* denotes our owned vessels that operate within the Luna Pool
** denotes our owned vessels that operate within the independently managed Unigas Pool
PART II. Third Quarter 2024 Conference Call Details
Navigator Holdings Ltd. Third Quarter 2024 Earnings Webcast and Presentation
On Thursday, November 7, 2024, at 10:00 A.M. Eastern Time., the Company’s management team will host an online webcast to present and discuss the financial results for the third quarter of 2024.
Those wishing to participate should register for the webcast using the following details:
https://us06web.zoom.us/webinar/register/WN_7duVkhhCQ6iIpvX3q4pRyw
Webinar ID: 868 1643 1276
Passcode: 285384
Participants can also join by phone by dialing:
United States: +1 929 436 2866
United Kingdom:+44 330 088 5830
A full list of US and international numbers is available via the following link:
The webcast and slide presentation will be available for replay on the Company's website (www.navigatorgas.com) shortly after the end of the webcast.
Participants wishing to join the live webcast are encouraged to do so approximately 5 minutes prior to the start.
About Navigator Gas
Navigator Holdings Ltd. (described herein as “Navigator Gas” or the “Company”) is the owner and operator of the world’s largest fleet of handysize liquefied gas carriers and a global leader in the seaborne transportation services of petrochemical gases, such as ethylene and ethane, liquefied petroleum gas (“LPG”) and ammonia and owns a
Navigator’s common stock trades on the New York Stock Exchange under the symbol “NVGS”.
For media inquiries or further information, please contact:
Alexander Walster
Head of ESG & Communications
Email: communications@navigatorgas.com
Verde, 10 Bressenden Place, London, SW1E 5DH, UK
Tel: +44 (0)7857 796 052 , +44 (0)20 7045 4114
Navigator Gas Investor Relations
Email: investorrelations@navigatorgas.com , randy.giveans@navigatorgas.com
333 Clay Street, Suite 2400, Houston, Texas, U.S.A. 77002
Tel: +1 713 373 6197 , +44 (0)20 7340 4850
Investor Relations / Media Advisors
Nicolas Bornozis / Paul Lampoutis
Capital Link – New York
Tel: +1-212-661-7566
Email: navigatorgas@capitallink.com
Category: Financial
FAQ
What was Navigator Gas (NVGS) revenue in Q3 2024?
What dividend did Navigator Gas (NVGS) declare for Q3 2024?
What was Navigator Gas (NVGS) fleet utilization in Q3 2024?
How much debt did Navigator Gas (NVGS) reduce in Q3 2024?
