Navios Maritime Partners L.P. (NMM) Earnings Call Transcript & Summary

Good day, everyone, and welcome to today's Navios Partners merger with Navios Acquisition. [Operator Instructions] Please note this call may be recorded. [Operator Instructions] It is now my pleasure to turn today's call over to Angeliki Frangou (sic) [ Laura Yagerman ]. Please go ahead.

Thank you for joining us for today's Navios Maritime Partners, Navios Maritime Acquisition Merger Call. With us today from the company, our Chairman and CEO, Ms. Angeliki Frangou; Chief Financial Officer, Mr. Efstratios Desypris; and Executive Vice President of Business Development, Mr. Georgios Achniotis. As a reminder, this conference call is being webcast. To access the webcast, please go to the Investors section of Navios Partners' website at www.navios-mlp.com. You'll see the webcasting link in the middle of the page, and a copy of the presentation referencing today's conference call can also be found there. Now I'll review the safe harbor statement. This conference call could contain forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995 about Navios Partners. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are based upon current beliefs and expectations of Navios Partners' management and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements. Such risks are more fully discussed in Navios Partners' filings with the Securities and Exchange Commission. The information discussed in this call should be understood in light of such risks. Navios Partners does not assume any obligation to update the information contained in this call. The agenda for today's call is as follows: We'll first begin with formal remarks from the management team. And after, we'll open the call to take questions. Now I turn the call over to Navios Partners' Chairman and CEO, Mrs. Angeliki Frangou. Angeliki?

Good morning, and thank you for joining us on today's call. On Thursday, we announced a transformative transaction, a proposed merger of Navios Maritime Acquisition and Navios Maritime Partners. Today, I would like to take this opportunity to further discuss this exciting development. The combined entity will be the largest U.S. publicly listed shipping company, with 15 vessel types diversified across 3 segments, servicing more than 10 end markets. About 1/3 of our fleets will be mix of the dry bulk containership and tanker segments. We believe that this combination will result in a stronger, more resilient entity mitigating sector-specific cyclicality. We will have a strong balance sheet with a modest 35% loan-to-value and a healthy income statement with a pipeline of $1.6 billion in contracted revenue. Overall, the diversified platform should enable Navios Partners to capitalize on cost segment opportunities, while providing predictable returns to our stakeholders despite individual segment cycle. Please turn to Slide 4. With a fleet of 143 vessels, Navios Partners will operate a young efficient fleet, with an average age of 9.8 years. This would be the largest U.S. publicly-listed company and the sixth largest publicly-listed fleet globally. With a fleet mix of dry bulk, containerships and tanker vessels, the combined entity creates a diversified shipping platform positioned to leverage fundamentals across various sectors. Navios Partners will be a robust entity, with a pro forma enterprise value of over $2.2 billion and market cap of nearly $1 billion based on current rating prices and a contracted revenue pipeline of $1.6 billion. As we move ahead towards 2022, almost 70% of our 47,634 available days will have market exposure, creating full potential for strong cash flow as the shipping market continues its recovery from the pandemic. Please turn to Slide 5 for a detailed summary of this transaction. Navios Partners and Navios Acquisition will merge in a unit-for-stock transaction, creating a diversified marine transportation company with over $4 billion in asset values. As a consideration for the merger, NNA shareholders will receive 0.1275 units of NMM for each NNA share. Based on closing prices as of August 24, the consideration will be $3.40 per share of NNA, which represents a 17.6% premium to NNA's 60-day VWAP. Prior to the merger, NNA had $397.5 million of Ship Mortgage notes outstanding. This note was discharged using the proceeds of $150 million in cash received from NMM in exchange for new NNA shares at $3.40 per share and about $290 million of secure debt financing from leading European commercial banks. Consequently, all outstanding notes will be redeemed at par on September 25. In connection with this $150 million equity investment, Navios Partners also provided Navios Acquisition with a $45 million interim working capital facility. To further support this transaction, NSM took a number of actions. It converted $30 million of its outstanding loan into equity of NNA also at a price per share of $3.40 and released all the collateral under the $100 million loan. Finally, it surrendered its option to change all or a portion of NSM loan for equity of Navios Acquisition, material subsidiary, Navios Maritime Midstream Partners LP. The merger transaction has been unanimously approved by the Special Committee of NNA and the Conflicts Committee of NMM and by both Boards and is expected to close in Q4 of 2021, subject to customary regulatory approvals. Slide 6 describes the compelling rationale for this combination. We believe this transaction is well-timed, value-enhancing for all stakeholders. With an enhanced scale, our combined fleet of over 140 vessels allows exposure to 3 segments, serving more than 10 end markets. With 1/3 of the fleet operation in each of the 3 segments, we can mitigate individual segment volatility, provide balance sheet flexibility and, ultimately, promote more predictable for unitholders despite potential uneven segment performance. We are acquiring the en-bloc diversified tanker fleet, whose operationally another performer is very known to us. This acquisition is opportunistic given the current tanker market duress, and also unitholders significant upside. With the recovery in oil demand on the horizon tanker market fundamentals are becoming increasingly attractive acquiring NMA fleets, which has proven operational performance provides us with a fleet capable of generating significant upside. I also note here we'll have a proven model for executing seamless combination as evidenced by a prior successful rollup transaction. Since the announcement of our acquisition of NMCI, our equity has responded well. NMM's unit price has appreciated 300%. And our containership asset values have increased over 3x in 2021. We anticipate a smooth execution of this combination as well. Lastly, we believe the combined entity provides an even more attractive investment platform to a broader group of investors seeking exposure to the global economy, and we expect that the combination will assist in a reevaluation of Navios Partners' platform. Slide 7 details how we believe in diversification across our 3 operational sectors will mitigate normal industry cyclicality [indiscernible] shipping sectors. NMM will be differentiated by industry-leading scale and diversified sector exposure. As I mentioned previously, with 143 vessels, NMM will be the largest U.S. public-listed fleet. With balanced exposure to the dry bulk, containership and tanker segment, we will be able to mitigate normal industry cyclicality. We will also continue to maintain a broad counterparty exposure and levers to the global economy. Moreover, NMM will continue to optimize its flexible chartering strategy to leverage on fundamentals across its 3 sectors and calibrate charter term based upon segment opportunity. On a complete basis, NMM has contracted revenue pipeline of about $1.6 billion and about 70% of our 2022 available days are currently exposed to the market. Thus, NMM is well positioned to generate good cash flow generation in the near term and medium term. Slide 8 shows an overview of NMM combined fleet which will be the largest U.S. publicly-listed fleet and sixth largest global publicly-listed fleet. Joining an NMM's fleet of 98 dry cargo vessels is NNA's diverse fleet of 45 tanker vessels with an average age of 9.5 years. Compared to the industry average age of 11.6 years, this tanker fleet profile margins are ongoing fleet renewal strategy of maintaining and acquiring young efficient vessels. At this point, I would like to turn the call over to our CFO, Efstratios Desypris, who will take you through the financial highlights of the combined company. Efstratios?

Thank you, Angeliki, and good morning, all. As Angeliki described earlier, the merger of NNA is a compelling opportunity for Navios Partners. We were acquiring an en-bloc diversified tanker fleet, whose operational and other performance is well known to us. Importantly, as you can see on Slide 9, this acquisition is opportunistic given the current tanker market condition. We expect a short to medium term recovery in oil demand to drive attractive tanker market fundamentals. This acquisition provided an attractive entry point on the tanker sector and offers unitholders significant upside. More subset of our strategy benefit from this diversification, whether it is our overall balance sheet, renewing our fleet in optimal times or assessing optimal mix period versus port service. Overall, we believe we can provide better entity level return to our investors, despite individual segment performance. In Slide 10, you can see the strength and stability of our combined balance sheet. Leverage remains very low. Pro forma from the transaction, Navios Partners will have 35% loan-to-value in an asset base estimated at over $4 billion. Additionally, Navios Partners will have a staggered maturity profile with no significant maturities through 2023. That, together with our contracted revenue of $1.6 billion, provides an enduring platform with significant upside potential. Our brand named and financial trend allows us to have support and access lenders with Global rates. Turning to Slide 11, you can also see the operating potential of Navios Partners. For 2022, we have a total of 47,634 available days in our fleet. Approximately 15,200 days are fixed, generating revenues of $0.4 billion. We also have approximately 32,500 days that are either open or index fixed. Applying the current market rates on our market exposure days, we can generate approximately $1.1 billion in revenues, bringing the total earning potential for 2022 to $1.5 billion. Our market exposure days are calibrated to leverage our fundamentals across its 3 sectors, and benefit from certain terms based upon individual segment opportunity. Turning to Slide 12, you can see our cost of fleet renewal and expansion efforts across all segments. Year-to-date, we have increased our dry bulk fleet capacity by 37% and at the same time, we reduced the average age by 18%. On the containerships, we have increased the number of vessels by approximately 330%, while at the same time reduced the containership's average age by 25%. Lastly, in what we consider an operational moment, we entered the tanker sector, acquiring the 45 vessel fleet of Navios Acquisition. Due to our diversification, our expansion and renewal strategy benefits from capital allocation options between different shipping segments. I now pass the call to George Achniotis, Executive Vice President of Business Development, who will take you through some industry data. George?

Thank you, Stratos. Over the next few slides, I will briefly review the industry fundamentals of the 3 sectors in which we operate. Please turn to Slide 13, focusing on the dry bulk market. In order to recover from the economic effects of the pandemic, governments around the world have put in place emergency monetary and fiscal plans to support the economies, and they have kick-started a faster-than-expected recovery in the world economy. The IMF projects 2021 GDP growth of 6%, the highest in 50 years, led by an 8.6% expansion in China, India and developing Asia. Supply and demand fundamentals going forward remain extremely positive, and strong demand for natural resources, combined with COVID-related logistical disruptions, which add to fleet inefficiencies and a slowing pace of new building deliveries, all support strong levels of spot and future freight rates. The graph on the left shows our dry bulk demand for the 3 major cargoes of iron ore, coal and grain for the second half of 2021, is forecast to increase by 7% compared to the first half. The graph on the right highlights the previously mentioned slowing fleet growth. Net fleet growth is forecast to be 3.3% this year and only 1.2% for 2022. Demand is expected to outpace net fleet growth in both years. Turning to Slide 14. The current order book stands at a historically low 5.8% of the fleet. And with shipyards at near full capacity for at least the next 2 years, this provides good visibility of what we expect in terms of new vessels coming into the fleet. At the same time, vessels over 20 years of age are about 8.8% of the total fleet, which compares favorably with a historically low order book. This makes up the bullish forecast for the dry bulk sector in the near to medium term. Please turn now to Slide 15, focusing on the container industry. Post-pandemic stimulus measures have caused recovery of consumption in the advanced economies. This targeted stimulus has led to a historic turnaround in global container trade. Container trading patterns have also changed, with more demand for point-to-point transportation. The baby Panamax size is one of the containership sizes, obtaining the biggest benefit of this disruption. The extremely tight availability of Panamaxes, combined with port congestion, increasing trade and lack of new buildings, has propelled period time charter rates to hit historic highs. As you can see on the chart on the lower right, freight rates for all main routes from China rose dramatically from midyear 2020. The SCFI box rate index has broken through the 4,000 level for the first time ever, and stands approximately 4x higher than the 10-year average, spared by the early restart of the Chinese economy and from continuing demand for consumables and pandemic-related supplies worldwide. Containership demand growth is projected at 6.3% in 2021 and 3.8% in '22. The increased demand is expected to exceed supply in both years is noted in the chart on the lower left. Please turn to Slide 16 in the tanker market. As you can see on the chart on the right of the slide, oil demand correlates with world GDP growth. With the expected highest GDP growth in 50 years, oil demand is expected to pick up significantly during 2021 and into '22. The IEA projects global oil demand rebounding by 5.9% in '21. By the end of Q4, oil demand is expected to reach pre-pandemic levels. The graph on the lower left shows that OECD crude oil inventories have decreased steadily since last August and have fallen below their 5-year average. Turning to Slide 17. Chinese imports of crude oil have increased by 10% CAGR over the past decade, making China the world's largest importer of oil and the second largest consumer. Despite this increase, as you can see in the table below, on a per capita basis, China still lacks world usage. If China goes toward the capita consumption levels, an additional 95 VLCCs will be required to cover the increase. This represents an expansion of the existing fleet by about 11%. Please turn to Slide 18. Another trend which has resulted in an increase in oil demand is the expansion of refinery capacity in the East and a reduction in the West. In order to meet this change, about 55% of U.S. and Brazilian crude exports have gone to refineries East of Suez, particularly China and India. It is estimated that by 2026, over 30% of Asian crude imports will be sourced from the Atlantic Basin, increasing voyage length. China, in particular, has a growing supply gap. Domestic crude production continues to decline as refinery expansions continue. In order to meet China's current plant refinery expansions in 2021, an additional 34 VLCCs will be needed and another 33 in '22. The order book as a percentage of the fleet for both VLCCs and product tankers is at historical low levels. The expected net fleet growth for 2021 is only 1.8% for VLCCs and 2.6% for the product. In conclusion, we remain bullish on the dry bulk and containership markets, and we expect a significant recovery in the tanker market. This concludes my presentation. At this point, I will turn the call over to Angeliki for her closing remarks. Angeliki?

Thank you, George. This completes our formal presentation, and we'll open the call to questions.

[Operator Instructions] We will take our first question from Randy Giveans with Jefferies.

A couple of quick questions for me. Just first, looking at the balance sheet. For the $290 million in debt refinancing of the NNA notes, what are the terms on that? And then following the refinancing and the acquisition, what do you expect the pro forma weighted average interest rate to be?

Randy, in terms of the new financing, the $290 million, this is a standard commercial financing. We have a maturity of 2 years with pretty much standard interest rates. And in terms of the average interest rate, on average, I would say that the facilities that we have now on the NNA level are roughly around LIBOR plus margin of around 3%. Now that the bond, which was the most expensive part of our structure, has been redeemed, effectively, the interest cost reduced to 12 plus 3% roughly.

And Randy, a big picture thing is that we have -- overall, the transaction is about a 35% LTV. Overall, the company, the way the NMM -- the new NMM company will have low leverage, low interest rate, and will give the ability to have a much more flexible balance sheet than previous one.

Sure. And then I got a follow-up on that. You mentioned the 35% kind of initial loan-to-value. Do you have a target number for this going forward?

Seeing that today, we like shipping, but the different segments are cyclical. So we see that a leverage to -- around 30% on overall long term is a good level to be in. And the ability of the diversification that this platform has given us -- gives us 2 opportunities, which I think is very important. Number one, you have the ability to create these contracted cash flows to leverage the different cyclicalities of the segment. So today, we have -- the majority of our $1.6 billion contracted pipeline comes from the container segment. And we see strong cash flows on the strong earnings from the dry bulk, but we have not seen the contracted revenue yet. So this is a platform that we'll have the opportunity to leverage on the chartering side, the diversification. And another very important point is that it makes us more opportunistic on how we invest, and that is a big point. Take for example, if you are a dry bulk company and it's a weak market, you are not able to take advantage of the weak market because you don't have the financial flexibility. Is that the way we are, we can really do this kind of an investment, which we have seen a $900 million invested in containership and dry bulk year-to-date has provided a capital return of almost 300% appreciation to our investment. Today, we are doing a $1 billion investment in the tanker segment, which is in the weak position, but it's an opportunistic transaction. We see how this investment will take some time, but it will work itself. And it's not a matter of if, but when the market will recover. You may have coronavirus pushing a little bit further out, but this will be another investment that will provide shareholders with a return.

Yes, that makes sense. And then last question for me. Now that you operate in 3 subsectors: dry bulk, containerships, tankers, where will future growth be focused? Is there additional interest in acquiring more secondhand cape sizes or other dry bulk assets? And then with that growth, how do you kind of plan on balancing fleet growth, whether it be in dry bulk or another sector with the distribution growth?