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Navigator Gas Reports Second Quarter 2024 Results

LONDON, Aug. 14, 2024 (GLOBE NEWSWIRE) -- Financial Highlights On August 14, 2024, the Board of Navigator Holdings Ltd. (NYSE:NVGS) declared a cash dividend of $0.05 per share for the quarter ended June 30, 2024, (the "Dividend") under the Company's Return of Capital policy. The Dividend will be paid on September 24, 2024, to all shareholders of record as of the close of business U.S. E.D.T. on September 3, 2024. Also as part of the Company's Return of Capital policy for the quarter ended June 30, 2024, the Company expects to repurchase approximately $2.3 million of common stock between August 16, 2024, and September 30, 2024, subject to operating needs, market conditions, and other circumstances, such that the Dividend and share repurchases together equal 25% of net income for the quarter ended June 30, 2024. The Company repurchased 116,737 shares of common stock in the open market during the quarter ended June 30, 2024, at an average price of $17.12 per share, totaling $2.0 million as part of the Company's Return of Capital policy related to the quarter ended March 31, 2024. On June 13, 2024, the Company closed a secondary public offering of a total of 7.0 million shares of common stock by BW Group, as the selling shareholder, at a public offering price of $15.00 per share. The Company did not offer any of its shares of common stock in the offering and did not receive any proceeds from the sale of its common stock by the selling shareholder in the offering. In addition, concurrently with the closing of the offering, the Company purchased from the underwriters 3,500,000 of the shares of common stock offered by BW Group in the offering, at a price per share of $14.52, which was equal to the price per share paid by the underwriters to the selling shareholder in the offering. The share repurchase was funded with cash on hand. The Company reported total operating revenue of $146.7 million for the three months ended June 30, 2024, compared to $135.3 million for the three months ended June 30, 2023. Net Income attributable to stockholders of the Company was $23.2 million for the three months ended June 30, 2024, compared to $26.6 million for the three months ended June 30, 2023. EBITDA1 was $76.0 million for the three months ended June 30, 2024, compared to $77.4 million for the three months ended June 30, 2023. Adjusted EBITDA1 was $77.6 million for the three months ended June 30, 2024, compared to $69.3 million for the three months ended June 30, 2023. Basic earnings per share attributable to stockholders1 was $0.32 for the three months ended June 30, 2024, compared to $0.36 per share for the three months ended June 30, 2023. Basic earnings per share attributable to stockholders1 adjusted to exclude unrealized gains or losses on non-designated derivative instruments and any profit or loss on the sale of any vessel was $0.34 per share for the three months ended June 30, 2024, compared to $0.25 per share for the three months ended June 30, 2023. The Company reduced its debt by $35.1 million to $826.2 million during the three months ended June 30, 2024, with cash, cash equivalents, and restricted cash standing at $138.5 million as of June 30, 2024. Together with available but undrawn credit facilities of $28.5 million, the Company's total liquidity as at June 30, 2024 was $167.0 million. ____________________1 EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to stockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted 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, unrealized gain/loss on non-designated derivative instruments and foreign currency exchange gain or loss on senior secured bonds. 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 and (profit)/loss from sale of vessel. Management believes that EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to stockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share are useful to investors in evaluating the operating performance of the Company. EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to stockholders of Navigator Holdings Ltd. Adjusted Basic Earnings per Share and Adjusted Diluted 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 measure. Other Highlights and Developments Operational Update Total operating revenue was $146.7 million for the three months ended June 30, 2024, compared to $135.3 million for the three months ended June 30, 2023. Average daily time charter equivalent2 ("TCE") across the fleet increased to $29,550 for the three months ended June 30, 2024, compared to $27,241 for the three months ended June 30, 2023. Utilization across the fleet increased to 93.4% for three months ended June 30, 2024 compared to 89.3% for three months ended March 31,2024 and 89.0% for the three months ended June 30, 2023. The increase in utilization was primarily driven by improved market and LPG trading conditions for the semi-refrigerated vessels. During the three months ended June 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 increased resulting in higher demand for ethylene to be shipped from the U.S.. Although the Panama Canal suffered from a reduction in available transits during the three months ended December 31, 2023 and March 31, 2024 due to drought conditions that reduced water levels in the man-made Gatún Lake which holds the water supply that operates the canal, the number of vessel transits returned back close to historical levels in the second quarter of 2024. This resulted in shorter sea passages, particularly for handysize ethylene-capable vessels as they were able to proceed via the Panama Canal rather than undertake the longer voyage via the Cape of Good Hope. For the three months ended June 30, 2024, we had on average 32 vessels engaged under time charters, 15 vessels on spot voyage charters and contracts of affreightment ("CoA") and nine vessels were operated in the independently managed Unigas Pool. For the 12-month period commencing July 1, 2024, we have 43% of our available days covered under time charter with fixed earnings. In this period our midsize and fully refrigerated vessels are almost exclusively employed on time charters, our semi-refrigerated vessels are employed under time charters and spot voyage charters, and most of our ethylene-capable vessels are expected to be employed on the spot voyage market. The average handysize 12-month forward looking market assessment for semi-refrigerated and fully-refrigerated vessels for the second quarter of 2024 decreased by $34,000 and $50,000 per calendar month ("pcm"), to an average of $928,000 pcm and $837,000 pcm respectively, compared to the first quarter of 2024. The handysize ethylene 12-month forward looking market assessment decreased by $60,000 pcm or 5% from $1,257,000 pcm to $1,198,000 pcm in the second quarter of 2024 compared to the first quarter of 2024. Ethylene cargo spot rates are expected to decrease in the three months ended September 30, 2024 due to a narrowing ethylene arbitrage between the U.S. and the rest of the world. The decrease is due to a strengthening U.S. domestic ethylene price caused by production disruptions arising from Hurricane Beryl, as well as unplanned maintenance shutdowns at several production plants, however we expect some ethylene cargoes to be substituted by ethane exports due to an increase in the competitiveness of U.S. ethane. Ethylene Export Terminal We own a 50% share in an ethylene export marine terminal at Morgan's Point, Texas (the "Ethylene Export Terminal") through a joint venture (the "Export Terminal Joint Venture"). The Ethylene Export Terminal throughput for the three months ended June 30, 2024, was 230,857 metric tons, compared to 277,582 metric tons for the three months ended June 30, 2023. Our share of the results of our equity investment in the Ethylene Export Terminal was $4.7 million for the three months ended June 30, 2024, compared to $6.0 million for the three months ended June 30, 2023. 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 third quarter of 2024. We expect that additional capacity will be contracted during the remainder of the construction phase. The total capital contributions required from us to the Export Terminal Joint Venture for the Terminal Expansion Project are expected to be approximately $130 million. The Company expects to finance this using existing cash resources, distributions from the Export Terminal Joint Venture during the course of the expansion and additional debt. Of the expected total of $130 million, $59 million has been contributed as of June 30, 2024, with $16 million of that contributed during the three months ended June 30, 2024. ____________________2 TCE is not calculated in accordance with U.S. GAAP. For a reconciliation of TCE to operating revenue, the most directly comparable financial measure calculated in accordance with U.S. GAAP, please see below under "Reconciliation of Operating Revenues to TCE". Bluestreak CO2 On July 24, 2024 Bluestreak CO2 Limited, the 50/50 joint venture relating to the previously announced non-binding memorandum of understanding between Navigator Gas and Bumi Armada Berhad ("Bumi Armada") announced that it has entered into a memorandum of understanding (the "MoU") with international energy company Uniper (UK) Limited ("Uniper"). Under the MOU the parties have agreed to collaborate to explore the feasibility of implementing a jetty-moored floating liquid CO2 storage facility and liquid CO2 carrier solution, for the export of CO2 from Uniper's proposed Grain Carbon Capture project on the Isle of Grain, United Kingdom. The parties to the MoU anticipate that Bluestreak CO2, by leveraging the expertise and experience of Navigator Gas and Bumi Armada, could design, and ultimately implement a comprehensive CO2 value chain. The value chain is expected to be comprised of liquid CO2 shuttle tankers capable of loading from and delivering to either a floating carbon storage unit or a floating carbon storage and injection unit. The complete value chain is expected to transport liquid CO2 safely and reliably, and provide buffer storage capability. The CO2 is intended to be subsequently injected into offshore storage aquifers and/or depleted oil and gas reservoirs in a controlled manner, with surveillance and management of the permanent storage location. Bumi Armada and Navigator Gas anticipate entering into definitive documentation for the Bluestreak CO2 joint venture by the end of the fourth quarter of 2024. The joint venture is subject to the execution of such definitive documentation, approvals by the respective boards of directors of Navigator Gas and Bumi Armada, applicable regulatory approvals and other customary closing conditions. There can be no assurance that definitive documentation for the Bluestreak CO2 joint venture transaction will be executed or that the joint venture will be completed on the terms or the timing anticipated, or at all. There also can be no assurance that the value chain for shipment, storage and injection of CO2 will be designed and implemented as anticipated or at all. Return of Capital Policy The Company's current Return of Capital policy, which is subject to operating needs and other circumstances, is based on paying out quarterly cash dividends of $0.05 per share of common stock and returning additional capital in the form of additional cash dividends and/or Share Repurchases (as defined below), such that the two elements combined equal at least 25% of net income for the applicable quarter. As part of the Return of Capital policy, we expect to repurchase the Company's common stock (the "Share Repurchases") and any such Share Repurchases will be made via open market transactions, privately negotiated transactions or any other method permitted under U.S. securities laws and the rules of the U.S. Securities and Exchange Commission. Declarations of any dividends in the future, and the amount of any such dividends, are subject to the discretion of the Company's Board. The Return of Capital policy does not oblige the Company to pay any dividends or repurchase any of its shares in the future and it may be suspended, discontinued or modified by the Company at any time, for any reason. Further, the timing of any Share Repurchases under the Return of Capital policy will be determined by the Company's management and will depend on market conditions, legal requirements, stock price, and other factors. Ten08 Clean Ammonia Investment On August 8, 2024, the Company announced a $2.5 million co-investment alongside lead investor Attis Clean Energy ("Attis") in the clean ammonia developer Ten08 Energy LLC ("Ten08"). Ten08 is developing an industrial-scale hybrid blue and green ammonia production export facility on the Gulf Coast of Texas with the goal of producing the most competitively priced ammonia molecule to help decarbonize the power, shipping, fertilizer, and chemicals industries. The first phase, comprising 1.4 million metric tonnes per year of ultra-low carbon ammonia production, is expected to commence operations in late 2029 or early 2030. In return for our initial investment of $2.5 million we will also receive an option to make a larger investment of up to $100 million at the time of final investment decision of the production facility. This larger investment would take the form of preferred equity towards construction of an export terminal and associated export infrastructure, with potential further investments in subsequent expansions. We expect to pay $1.25 million in August 2024 and a further $1.25 million in late 2024 or early 2025. 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, will terminate in October 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 $147.6 million, decreases quarterly followed by a final balloon payment in August 2030 of $63.9 million, and bears interest at a rate of Term SOFR plus 190 basis points, which margin includes a 5-basis point sustainability-linked element. Unaudited Results of Operations for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 ` Three months ended June 30, 2023   Three months ended June 30, 2024   Percentagechange     (in thousands, except Percentage change) Operating revenues $ 122,120   $ 131,601   7.8 % Operating revenues – Unigas Pool   13,060     15,075   15.4 % Operating revenues – Luna Pool collaborative arrangements   155     —   (100.0 )% Total operating revenue   135,335     146,676   8.4 %         Brokerage commission   1,735     1,869   7.7 % Voyage expenses   18,604     17,123   (8.0 )% Voyage expenses – Luna Pool collaborative arrangements   514     —   (100.0 )% Vessel operating expenses   42,999     43,494   1.2 % Depreciation and amortization   32,190     33,349   3.6 % General and administrative costs   8,223     11,320   37.7 % (Profit)/loss from sale of vessel   (4,941 )   —   (100.0 )% Total operating expenses   99,324     107,155   7.9 % Operating Income   36,011     39,521   9.7 % Unrealized gain/(loss) on non-designated derivative instruments   3,195     (1,581 ) (149.5 )% Interest expense   (17,016 )   (16,174 ) (4.9 )% Interest income   1,296     1,550   19.6 % Income before taxes and share of result of equity method investments   23,486     23,316   (0.7 )% Income taxes   (1,984 )   (1,161 ) (41.5 )% Share of result of equity method investments   5,993     4,687   (21.8 )% Net Income   27,495     26,842   (2.4 )% Net income attributable to non-controlling interest   (889 )   (3,602 ) 305.2 % Net Income attributable to stockholders of Navigator Holdings Ltd. $ 26,606   $ 23,240   (12.7 )%                   Operating Revenues. Operating revenues, net of address commissions, was $131.6 million for the three months ended June 30, 2024, an increase of $9.5 million or 7.8% compared to $122.1 million for the three months ended June 30, 2023. This increase was primarily due to: an increase of approximately $8.5 million attributable to an increase in average monthly time charter equivalent rates, which increased to an average of approximately $29,550 per vessel per day ($898,823 per vessel per calendar month) for the three months ended June 30, 2024, compared to an average of approximately $27,241 per vessel per day ($828,582 per vessel per calendar month) for the three months ended June 30, 2023; an increase of approximately $5.4 million attributable to an increase in fleet utilization, which increased to 93.4% for the three months ended June 30, 2024, compared to 89.0% for the three months ended June 30, 2023; a decrease of approximately $3.0 million or 2.9%, attributable to a 122 day decrease in vessel available days for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. This decrease was in part a result of increased drydocking during the three months ended June 30, 2024, compared to the three months ended June 30, 2023; and a decrease of approximately $1.5 million primarily attributable to a decrease in invoiced pass through voyage expense for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The following table presents selected operating data for the three months ended June 30, 2024 and 2023, which we believe is useful in understanding the basis of movements in our operating revenues. * Fleet Data: Three months ended June 30,2023   Three months ended June 30, 2024         Weighted average number of vessels   47.2     47.0   Ownership days   4,296     4,277   Available days   4,268     4,146   Earning days   3,800     3,874   Fleet utilization   89.0 %   93.4 % ** Average daily Time Charter Equivalent $ 27,241   $ 29,550                 * 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 earning 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. TCE is a shipping industry performance measure used primarily to compare period-to-period changes in a company's performance despite changes in the mix of charter types (i.e., voyage charters, time charters and contracts of affreightment) under which the vessels may be employed. We include average daily TCE, as we believe it provides additional meaningful information in conjunction with net operating revenues. Our calculation of TCE may not be comparable to that reported by other companies. Reconciliation of Operating Revenues to TCE The following table represents a reconciliation of operating revenues to TCE. Operating revenues are the most directly comparable financial measure calculated in accordance with U.S. GAAP for the periods presented.   Three months ended June 30, 2023 Three months ended June 30, 2024   (in thousands, except earning days and average daily time charter equivalent rate) *** Operating revenue $ 122,120   $ 131,601 *** Voyage expenses   18,604     17,123 Operating revenue less voyage expenses   103,516     114,478       Earning days   3,800     3,874 Average daily time charter equivalent rate $ 27,241   $ 29,550             ***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 $15.1 million an increase of 15.4% for the three months ended June 30, 2024, compared to $13.1 million for the three months ended June 30, 2023, and represents our share of the revenues earned from our nine vessels operating within the independently managed Unigas Pool, based on agreed pool points. Operating Revenues – Luna Pool Collaborative Arrangements. Luna Pool earnings were aggregated and then allocated (after deducting pool overheads and manager's fees) to the pool participants in accordance with the Pooling Agreement. Operating revenues - Luna Pool collaborative arrangements was $nil for the three months ended June 30, 2024, compared to $0.2 million for the three months ended June 30, 2023, and represented our share of pool net revenues generated by the other participant's vessels in the pool, prior to the acquisition of the vessels by Navigator Greater Bay Joint Venture. This decrease was a result of the Company no longer accounting for any of the pool vessels' earnings under the Luna Pool collaborative arrangement following the acquisition of the final vessel Navigator Vega on April 13, 2023. Brokerage Commissions. Brokerage commissions, which typically vary between 1.25% and 2.5% of operating revenues, increased by $0.2 million or 7.7% to $1.9 million for the three months ended June 30, 2024, from $1.7 million for the three months ended June 30, 2023, primarily due to an increase in operating revenue on which brokerage commission is based. Voyage Expenses. Voyage expenses decreased by $1.5 million or 8.0% to $17.1 million for the three months ended June 30, 2024, from $18.6 million for the three months ended June 30, 2023. These voyage expenses are pass through costs, corresponding to a decrease in operating revenues of the same amount. Voyage Expenses – Luna Pool Collaborative Arrangements. Voyage expenses – Luna Pool collaborative arrangements were $nil for the three months ended June 30, 2024, compared to $0.5 million for the three months ended June 30, 2023. These Voyage expenses – Luna Pool collaborative arrangements represent the other participant's share of pool net revenues generated by our vessels in the pool, prior to the acquisition of the vessels by Navigator Greater Bay Joint Venture. This decrease was a result of the Company no longer accounting for any of the pool vessels' earnings under the Luna Pool collaborative arrangement following the acquisition of the final vessel Navigator Vega on April 13, 2023. Vessel Operating Expenses. Vessel operating expenses increased by $0.5 million or 1.2% to $43.5 million for the three months ended June 30, 2024, from $43.0 million for the three months ended June 30, 2023. Average daily vessel operating expenses increased by $35 per vessel per day, or 0.4%, to $8,535 vessel per day for the three months ended June 30, 2024, compared to $8,500 per vessel per day for the three months ended June 30, 2023. Depreciation and Amortization. Depreciation and amortization increased by $1.2 million to $33.3 million for the three months ended June 30, 2024 compared to $32.2 million for the three months ended June 30, 2023. Depreciation and amortization included amortization of capitalized drydocking costs of $5.6 million and $4.6 million for the three months ended June 30, 2024 and 2023, respectively. General and Administrative Costs. General and administrative costs increased by $3.1 million or 37.7% to $11.3 million for the three months ended June 30, 2024, from $8.2 million for the three months ended June 30, 2023.The increase is in part due to non-recurring costs related to the public offering of a total of 7.0 million common shares by BW Group incurred in the three months ended June 30, 2024. Non-Operating Results Unrealized (Loss)/ Gains on Non-Designated Derivative Instruments. The unrealized loss of $1.6 million on non-designated derivative instruments for the three months ended June 30, 2024, relates to fair value losses on interest rate swaps associated with a number of our secured term loan and revolving credit facilities, as a result of a decrease in forward Secured Overnight Financing Rate ("SOFR") interest rates, compared to an unrealized gain of $3.2 million for the three months ended June 30, 2023. Interest Expense. Interest expense decreased by $0.8 million, or 4.9%, to $16.2 million for the three months ended June 30, 2024, from $17.0 million for the three months ended June 30, 2023. This is primarily a result of increases in U.S dollar SOFR rates, offset by a reduction in debt due to scheduled quarterly repayments and repayments made against our available revolving credit facilities. Income Taxes. Income taxes relate to taxes on our subsidiaries and businesses incorporated around the world including those incorporated in the United States of America. Income taxes were $1.2 million for the three months ended June 30, 2024, compared to $2.0 million for the three months ended June 30, 2023, primarily related to movement in current tax and a deferred tax in relation to our equity investment in the Ethylene Export Terminal. Share of Result of Equity Method Investments. The share of the result of the Company's 50% ownership in the Export Terminal Joint Venture was income of $4.7 million for the three months ended June 30, 2024, compared to income of $6.0 million for the three months ended June 30, 2023. The decrease was primarily due to lower volumes exported through the Ethylene Export Terminal in May 2024, being 230,857 tons for the three months ended June 30, 2024, compared to 277,582 tons for the three months ended June 30, 2023. Non-Controlling Interests. The Company entered into a sale and leaseback arrangement in November 2019 with a wholly-owned special purpose vehicle of a financial institution ("Lessor SPV"). Although we do not hold any equity investments in this Lessor SPV, we have determined that we are the primary beneficiary of this entity and accordingly, we are required to consolidate this variable interest entity ("VIE") into our financial results. The net income attributable to the Lessor SPV was $0.7 million for the three months ended June 30, 2024, and $0.4 million for the three months ended June 30, 2023. Navigator Greater Bay Joint Venture In September 2022, the Company entered into the Navigator Greater Bay Joint Venture to acquire five ethylene vessels, Navigator Luna, Navigator Solar, Navigator Castor, Navigator Equator, and Navigator Vega. The joint venture is owned 60% by the Company and 40% by Greater Bay Gas Co Ltd., ("Greater Bay"). The Navigator Greater Bay Joint Venture is accounted for as a consolidated subsidiary in our consolidated financial statements, with the 40% owned by Greater Bay accounted for as a non-controlling interest. $2.9 million is presented as part of the non-controlling interest in our financial results to Greater Bay for the three months ended June 30, 2024, compared to $0.6 million for the three months ended June 30, 2023. Reconciliation of Non-GAAP Financial Measures The following table shows a reconciliation of Net Income to EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2024 and 2023:   Three months ended June 30, 2023 Three months ended June 30,2024 Six months endedJune 30, 2023 Six months ended June 30, 2024   (in thousands) Net Income $ 27,495   $ 26,842   $ 46,345   $ 51,761 Net interest expense   15,720     14,624     28,475     28,749 Income taxes   1,984     1,161     3,149     2,367 Depreciation and amortization   32,190     33,349     64,021     66,790 EBITDA3   77,389     75,976     141,990     149,667 Unrealized (gain)/loss on non-designated derivative instruments   (3,195 )   1,581     1,056     2,028 (Profit)/loss from sale of vessel   (4,941 )   —     (4,941 )   — Adjusted EBITDA3 $ 69,253   $ 77,557   $ 138,105   $ 151,695 ____________________3 EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to stockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted 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, unrealized gain/loss on non-designated derivative instruments and foreign currency exchange gain or loss on senior secured bonds. 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 and (profit)/loss from sale of vessel. Management believes that EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to stockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share are useful to investors in evaluating the operating performance of the Company. EBITDA, Adjusted EBITDA, Adjusted Net Income Attributable to stockholders of Navigator Holdings Ltd., Adjusted Basic Earnings per Share and Adjusted Diluted 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 measure. 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 six months ended June 30, 2024 and 2023:   Three monthsended June 30,2023 Three months ended June 30,2024 Six months ended June 30, 2023 Six months ended June 30, 2024   (in thousands except earnings per share and number of shares) Net Income attributable to stockholders of Navigator Holdings Ltd.   26,606     23,240   45,392     45,813 Unrealized (gain)/loss on non-designated derivative instruments   (3,195 )   1,581   1,056     2,028 (Profit)/loss from sale of vessel   (4,941 )   —   (4,941 )   — Adjusted Net Income attributable to stockholders of Navigator Holdings Ltd.3 $ 18,470   $ 24,821 $ 41,507   $ 47,841           Basic earnings per share $ 0.36   $ 0.32 $ 0.61   $ 0.63 Diluted earnings per share $ 0.36   $ 0.32 $ 0.60   $ 0.62           Adjusted Basic earnings per share3 $ 0.25   $ 0.34 $ 0.55   $ 0.66 Adjusted Diluted earnings per share3 $ 0.25   $ 0.34 $ 0.55   $ 0.65           Basic weighted average number of shares   73,745,894     72,458,773   74,847,093     72,834,272 Diluted weighted average number of shares   74,329,162     72,883,133   75,321,626     73,320,149                       Unaudited Results of Operations for the six months ended June 30, 2024 compared to the six months ended June 30, 2023   Six months ended June 30, 2023   Six months ended June 30, 2024   PercentageChange     (in thousands, except Percentage Change) Operating revenues $ 238,730   $ 252,621   5.8 % Operating revenues – Unigas Pool   25,252     28,210   11.7 % Operating revenues – Luna Pool collaborative arrangements   7,355     —   (100.0 )% Total operating revenue   271,337     280,831   3.5 %         Brokerage commission   3,429     3,495   1.9 % Voyage expenses   35,833     31,306   (12.6 )% Voyage expenses – Luna Pool collaborative arrangements   5,542     —   (100.0 )% Vessel operating expenses   84,671     85,612   1.1 % Depreciation and amortization   64,021     66,790   4.3 % General and administrative costs   14,978     17,800   18.8 % (Profit)/Loss from sale of vessel   (4,941 )   —   (100.0 )% Other income   (96 )   —   (100 )% Total operating expenses   203,437     205,003   0.8 % Operating Income   67,900     75,828   11.7 % Unrealized loss on non-designated derivative instruments   (1,056 )   (2,028 ) 92.0 % Write off of deferred financing costs   (171 )   —   —   Interest expense   (30,354 )   (31,911 ) 5.1 % Interest income   1,879     3,162   68.3 % Income before taxes and share of result of equity method investments   38,198     45,051   17.9 % Income taxes   (3,149 )   (2,367 ) (24.8 )% Share of result of equity method investments   11,296     9,077   (19.6 )% Net Income   46,345     51,761   11.7 % Net income attributable to non-controlling interest   (953 )   (5,948 ) 524.1 % Net Income attributable to stockholders of Navigator Holdings Ltd. $ 45,392   $ 45,813   0.9 %                   Operating Revenues. Operating revenues, net of address commissions, was $252.6 million for the six months ended June 30, 2024, an increase of $13.9 million or 5.8% compared to $238.7 million for the six months ended June 30, 2023. This increase was principally due to: an increase in operating revenues of approximately $19.6 million attributable to an increase in average monthly time charter equivalent rates, which increased to an average of approximately $28,953 per vessel per day ($880,647 per vessel per calendar month) for the six months ended June 30, 2024, compared to an average of approximately $26,418 per vessel per day ($705,911 per vessel per calendar month) for the six months ended June 30, 2023; a decrease in operating revenues of approximately $2.8 million attributable to a decrease in fleet utilization, which declined to 91.4% for the six months ended June 30, 2024, compared to 92.6% for the six months ended June 30, 2023; an increase in operating revenues of approximately $1.6 million or 0.8% attributable to a 67 day increase in vessel available days for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. a decrease in operating revenues of approximately $4.5 million primarily attributable to a decrease in pass through voyage costs for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The following table presents selected operating data for the six months ended June 30, 2024 and 2023, which we believe are useful in understanding the basis for movement in our operating revenues.     Six months endedJune 30, 2023       Six months endedJune 30, 2024   * Fleet Data:     Weighted average number of vessels   47       47   Ownership days   8,344       8,554   Available days   8,298       8,365   Earning days   7,680       7,644   Fleet utilization   92.6 %     91.4 % ** Average daily Time Charter Equivalent $ 26,418     $ 28,953                   * 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 earning 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. TCE is a shipping industry performance measure used primarily to compare period-to-period changes in a company's performance despite changes in the mix of charter types (i.e., voyage charters, time charters and contracts of affreightment) under which the vessels may be employed. We include average daily TCE, as we believe it provides additional meaningful information in conjunction with net operating revenues. Our calculation of TCE may not be comparable to that reported by other companies. Reconciliation of Operating Revenues to TCE The following table represents a reconciliation of operating revenues to TCE. Operating revenues are the most directly comparable financial measure calculated in accordance with U.S. GAAP for the periods presented.   Six months endedJune 30, 2023 Six months endedJune 30, 2024   (in thousands, except earning daysand average daily time charter equivalent rate) Fleet Data:     *** Operating revenue $ 238,730   $ 252,621 *** Voyage expenses   35,833     31,306 Operating revenue less voyage expenses $ 202,897   $ 221,315       Earning days   7,680     7,644 Average daily time charter equivalent rate $ 26,418   $ 28,953             ***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 $28.2 million for the six months ended June 30, 2024, an increase of 11.7% compared to $25.3 million for the six months ended June 30, 2023 and represents our share of the revenues earned from our nine vessels operating within the Unigas Pool, based on agreed pool points. Operating Revenues – Luna Pool Collaborative Arrangements. Luna Pool earnings were aggregated and then allocated (after deducting pool overheads and managers' fees) to the pool participants in accordance with the Pooling Agreement. Operating revenues - Luna Pool collaborative arrangements was $nil for the six months ended June 30, 2024, compared to $7.4 million for the six months ended June 30, 2023 and represented our share of pool net revenues generated by the other participant's vessels in the pool, prior to the acquisition of the vessels by Navigator Greater Bay Joint Venture. This decrease was a result of the Company no longer accounting for any of the pool vessels' earnings under the Luna Pool collaborative arrangement following the acquisition of the final vessel Navigator Vega on April 13, 2023. Brokerage Commissions. Brokerage commissions, which typically vary between 1.25% and 2.5% of operating revenues, increased by $0.1 million to $3.5 million for the six months ended June 30, 2024 an increase of 1.9% compared to $3.4 million for the six months ended June 30, 2023, primarily due to an increase in operating revenues on which brokerage commissions are based. Voyage Expenses. Voyage expenses decreased by $4.5 million or 12.6% to $31.3 million for the six months ended June 30, 2024, from $35.8 million for the six months ended June 30, 2023. These voyage expenses are pass through costs, corresponding to a decrease in operating revenues of the same amount. Voyage Expenses – Luna Pool Collaborative Arrangements. Voyage expenses – Luna Pool collaborative arrangements were $nil for the six months ended June 30, 2024, compared to $5.5 million for the six months ended June 30, 2023. These Voyage expenses – Luna Pool collaborative arrangements represent the other participant's share of pool net revenues generated by our vessels in the pool, prior to the acquisition of the vessels by Navigator Greater Bay Joint Venture. This decrease was primarily a result of the arrangements ending with the acquisition of the final vessel Navigator Vega on April 13, 2023. Vessel Operating Expenses. Vessel operating expenses increased by $0.9 million or 1.1% to $85.6 million for the six months ended June 30, 2024, from $84.7 million for the six months ended June 30, 2023. Average daily vessel operating expenses increased by $93 per vessel per day, or 1.1%, to $8,493 per vessel per day for the six months ended June 30, 2024, compared to $8,400 per vessel per day for the six months ended June 30, 2023. Depreciation and Amortization. Depreciation and amortization increased by $2.8 million to $66.8 million for the six months ended June 30, 2024, from $64.0 million for the six months ended June 30, 2023. Depreciation and amortization included amortization of capitalized drydocking costs of $11.2 million and 9.0 million for the six months ended June 30, 2024 and 2023, respectively. General and Administrative Costs. General and administrative costs increased by $2.8 million or 18.8% to $17.8 million for the six months ended June 30, 2024, from $15.0 million for the six months ended June 30, 2023. The increase is in part due to non-recurring costs related to the public offering of a total of 7.0 million common shares by BW Group incurred in the six months ended June 30, 2024. Non-operating Results Unrealized Loss on Non-designated Derivative Instruments. The unrealized loss of $2.0 million on non-designated derivative instruments for the six months ended June 30, 2024 relates to a fair value loss on interest rate swaps across a number of our secured term loan and revolving credit facilities, as a result of a decrease in forward SOFR interest rates relative to the fixed rates applicable on these secured term loan and revolving credit facilities. This is compared to an unrealized loss on non-designated derivative instruments of $1.1 million for the six months ended June 30, 2023. Interest Expense. Interest expense increased by $1.6 million, or 5.1%, to $31.9 million for the six months ended June 30, 2024, from $30.4 million for the six months ended June 30, 2023. This is primarily a result of increases SOFR rates and the draw down of facilities that provided financing for the acquisition of five ethylene carriers by the Navigator Greater Bay Joint Venture, offset by repayments made against our available revolving credit facilities. 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 $2.4 million for the six months ended June 30, 2024, compared to $3.1 million for the six months ended June 30, 2023, primarily as a result of movements in current and deferred taxes on our portion of the profits from the Ethylene Export Terminal. Share of Result of Equity Method Investments. The share of the result of the Company's 50% ownership in the Export Terminal Joint Venture was an income of $9.1 million for the six months ended June 30, 2024, compared to an income of $11.3 million for the six months ended June 30, 2023. This decrease is a result of reduced throughput rates of 464,072 tons for the six months ended June 30, 2024, compared to 528,313 tons for the six months ended June 30, 2023. 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 $1.2 million and this is presented as a non-controlling interest for both the six months ended June 30, 2024 and six months ended June 30, 2023. In September 2022, the Company entered into the Navigator Greater Bay Joint Venture to acquire five ethylene vessels, Navigator Luna, Navigator Solar, Navigator Castor, Navigator Equator and Navigator Vega. The joint venture is owned 60% by the Company and 40% by Greater Bay Gas. The Navigator Greater Bay Joint Venture is accounted for as a consolidated subsidiary in our consolidated financial statements, with the 40% owned by Greater Bay Gas accounted for as a non-controlling interest. A gain attributable to Greater Bay Gas of $4.7 million is presented as the non-controlling interest in our financial results for the six months ended June 30, 2024 compared to $0.3 million for the six months ended June 30, 2023. 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 June 30, 2024, we had cash, cash equivalents and restricted cash of $138.5 million. The Company repaid $23.8 million of the $111.8 million Term Loan and Revolving Credit Facility held with Crédit Agricole in December 2023 and a further $4.7 million during the first quarter of 2024. As of June 30, 2024 we have $28.5 million available to be redrawn by the Company in accordance with the terms of the Term Loan and Revolving Credit Facility which matures in September 2028. As a result, on June 30, 2024 we had available liquidity of $167.0 million. Our secured term loan facilities and revolving credit facilities require that the borrowers have liquidity of no less than (i) $35.0 million or $50.0 million, as applicable to the relevant loan facility, or (ii) 5% of total debt (which was $41.6 million as of June 30, 2024), whichever is greater. 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), 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, will terminate in October 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 $147.6 million, decreases quarterly followed by a final balloon payment in August 2030 of $63.9 million, and bears interest at a rate of Term SOFR plus 190 basis points, which margin includes a 5-basis point sustainability-linked element. 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 June 30, 2024, we had $836.7 million in outstanding obligations, which includes principal repayments on long-term debt, including our bonds, commitments in respect of the Navigator Aurora Facility (as defined below) and office lease commitments. Of the total outstanding obligations, $122.1 million matures during the twelve months ending June 30, 2025, and $714.5 million matures after June 30, 2025. We believe, given our current cash balances, that our financial resources, including the cash expected to be generated within the year, will be sufficient to meet our liquidity and working capital needs for the next twelve months from August 14, 2024, taking into account our existing capital commitments and debt service requirements. In September 2025 the Company has debt obligations falling due, including a $210 million secured term facility with a balloon repayment of $136 million and the maturity of our unsecured 2020 Bonds in an amount of $91 million. The Company is planning to refinance the secured term facility and the 2020 Bonds, however if the Company's refinancing efforts are not successful there could be a material adverse effect on the Company's liquidity and its financial position. 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. Although we currently have no contracted newbuildings on order we may place newbuilding orders or acquire additional vessels as part of our growth strategy. We may invest further in terminal infrastructure, such as the expansion of our existing Ethylene Export Terminal. The total capital contributions required from us to fund our share of the construction cost of the Terminal Expansion Project are expected to be approximately $130.0 million, of which $59.0 million has been contributed as of June 30, 2024, which includes $16.0 million contributed during the second quarter of 2024. Cash Flows The following table summarizes our cash, cash equivalents and restricted cash provided by/(used in) operating, investing and financing activities for the six months ended June 30, 2024 and 2023:   Six months ended June 30, 2023   Six months ended June 30, 2024     (in thousands) Net cash provided by operating activities $ 71,272   $ 116,509   Net cash (used in) investing activities   (160,601 )   (8,342 ) Net cash (used in)/provided by financing activities   115,947     (130,357 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash   574     2,404   Net increase/(decrease) in cash, cash equivalents and restricted cash $ 27,192   $ (19,786 )               Operating Cash Flows. Net cash provided by operating activities for the six months ended June 30, 2024, increased to $116.5 million, from $71.3 million for the six months ended June 30, 2023, an increase of $45.2 million. This increase was primarily due to an increase in net income of $8.5 million (after adding back the non-cash unrealized gains/loss on derivative instruments and our share of the result from equity method investments); and due to changes in working capital of $36.9 million during the six months ended June 30, 2024, compared to the six months ended June 30, 2023. Net cash flow from operating activities principally depends upon charter rates attainable, fleet utilization, fluctuations in working capital balances, repairs and maintenance activity, amount and duration of drydocks and changes in foreign currency rates. We are required to drydock each vessel once every five years until it reaches 15 years of age, after which we drydock vessels approximately every two and a half years. Drydocking each vessel, including travelling to and from the drydock, can take approximately 30 days in total being approximately 5-10 days of voyage time to and from the shipyard and approximately 15-20 days of actual drydocking time. Six of our vessels completed their respective drydockings during the six months ended June 30, 2024, We estimate the current cost of a five-year drydocking for one of our vessels is approximately $1.0 million, a ten-year drydocking cost is approximately $1.3 million, and the 15-year and 17-year drydocking costs are approximately $1.5 million each (including the cost of classification society surveys). As our vessels age and our fleet expands, our drydocking expenses will increase. Ongoing costs for compliance with environmental regulations are primarily included as part of drydocking, such as the requirement to install ballast water treatment plants, and classification society survey costs, with a balance included as a component of our operating expenses. Investing Cash Flows. Net cash used in investing activities was $8.3 million for the six months ended June 30, 2024, primarily related to contributions to our investment in the Export Terminal Joint Venture via the Terminal Expansion Project of $24.0 million, offset by distributions received from our investment in the Export Terminal Joint Venture of $14.7 million. Net cash used in investing activities was $160.6 million for the six months ended June 30, 2023, primarily as a result of $191.7 million for the acquisition of four vessels by the Navigator Greater Bay Joint Venture, offset by proceeds from the sale of a vessel of $20.7 million and distributions received from our investment in the Export Terminal Joint Venture of $16.9 million. Financing Cash Flows. Net cash used in financing activities was $130.4 million for the six months ended June 30, 2024, primarily as a result of our regular quarterly debt repayments totaling $66.2 million, our quarterly dividend payments of $7.3 million and $53.6 million under our Return of Capital policy and our other share repurchase programs. Net cash provided by financing activities was $115.9 million for the six months ended June 30, 2023 primarily as a result of the drawdowns of $123.6 million on our Greater Bay JV Secured Term Loan to partially finance the acquisition of four vessels; as well as $27.3 million received as a capital contribution from the non-controlling interest for those vessels; a drawdown of $200.0 million on our March 2023 Secured Term Loan, which provided the financing to repay two maturing secured term loan facilities totaling $183.3 million; and offset by $44.6 million under our Return of Capital policy and our other share repurchase programs. Terminal Facility General. In March 2019, Navigator Ethylene Terminals LLC ("Marine Terminal Borrower"), our wholly-owned subsidiary, entered into a Credit Agreement (the "Terminal Facility") with ING Capital LLC and SG Americas Securities, LLC for a maximum principal amount of $75.0 million, to be used for the payment of capital contributions to our Export Terminal Joint Venture for construction costs of our Ethylene Export Terminal.  Term and Facility Limits. The Terminal Facility is now converted into a term loan with a final maturity of December 31, 2025. Based on the committed throughput agreements for the Ethylene Export Terminal, a total of $69.0 million was drawn under the Terminal Facility of which $18.5 million was outstanding as of June 30, 2024. Interest. The Terminal Facility is subject to quarterly repayments of principal and interest. Interest is payable at a rate of Compounded SOFR ("Comp SOFR") plus 275 to 300 basis points over the remaining term of the facility. We have entered into floating to fixed interest rate swap agreements for approximately 80% of the amounts drawn under the Terminal Facility. The Comp SOFR element of the interest rate payable by the Marine Terminal Borrower under these interest rate swap agreements is 0.369% and 0.3615% per annum. Financial Covenants. Under the Terminal Facility, the Marine Terminal Borrower must maintain a minimum debt service coverage ratio (as defined in the Terminal Facility) for the prior four calendar fiscal quarters (or shorter period of time if data for the prior four fiscal quarters is not available) of no less than 1.10 to 1.00. Restrictive Covenants. The Marine Terminal Borrower can only pay dividends if the Marine Terminal Borrower satisfies certain customary conditions, including maintaining a debt service coverage ratio for the immediately preceding four consecutive fiscal quarters and the projected immediately succeeding four consecutive fiscal quarters of not less than 1.20 to 1.00 and where no default or event of default has occurred or is continuing. The Terminal Facility also limits the Marine Terminal Borrower from, among other things, incurring further indebtedness or entering into mergers and divestitures. The Terminal Facility also contains general covenants that require the Marine Terminal Borrower to vote its interest in the Export Terminal Joint Venture to cause the Export Terminal Joint Venture to maintain adequate insurance coverage and maintain its property (but only to the extent the Marine Terminal Borrower has the power under the organizational documents of the Export Terminal Joint Venture to cause such actions). Secured Term Loan Facilities and Revolving Credit Facilities General. Navigator Gas L.L.C., our wholly-owned subsidiary, and certain of our vessel-owning subsidiaries have entered into various secured term loan facilities and revolving credit facilities as summarized in the table below. For additional information regarding our secured term loan facilities and revolving credit facilities, please read "Item 5—Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Secured Term Loan Facilities and Revolving Credit Facilities" in the Company's 2023 Annual Report. The table below summarizes our secured term loan and revolving credit facilities as of June 30, 2024:           Facility agreement  Original facility amount Principal amount outstanding Interest rate Facilitymaturity date   (in millions)   March 2019 $ 107.0 $ 59.0 Term SOFR + 266 BPS March 2025 September 2020   210.0   150.8 Comp SOFR + 276 BPS September 2025 October 20194   69.1   38.1 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   20.2 Comp SOFR + 247 BPS May 2027 August 2021 Amendment and Restatement Agreement   67.0   37.8 Fixed 378 BPS June 2026 December 2022   111.8   61.3 Term SOFR + 209 BPS September 2028 DB Credit Facility B   60.9   24.1 Comp SOFR + 247 BPS December 2028 Santander Credit Facility B   55.8   23.3 Comp SOFR + 247 BPS January 2029 March 2023 Secured Term Loan   200.0   158.4 Comp SOFR + 210 BPS March 2029 Greater Bay JV Secured Term Loan   151.3   136.3 Term SOFR + 220 BPS December 2029 Total $ 1,171.6 $ 722.5     ____________________4 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 4—Variable Interest Entities to the unaudited condensed consolidated financial statements for additional information. 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), 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, will terminate in October 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 $147.6 million, decreases quarterly followed by a final balloon payment in August 2030 of $63.9 million, and bears interest at a rate of Term SOFR plus 190 basis points, which margin includes a 5-basis point sustainability-linked element. 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 the 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 ...