SEC Comment Letter for Navios Maritime Partners L.P. (NMM) (CIK 0001415921) (NMM) — Dec 5, 2013
Navios Maritime Partners L.P. (NMM) (CIK 0001415921)
Date: Dec. 5, 2013 · CIK: 0001415921 · Accession: 0000000000-13-066272
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-192176
Letter
December 4, 2013 Via E -mail Angeliki Frangou Chief Executive Officer Navios Maritime Partners L.P. 7 Avenue de Grande Bretagne, Office 11B2 Monte Carlo, MC 98000 Monaco
Re: Navios Maritime Partners L.P. Registration Statement on Form F-3 Filed November 7, 2013 and Documents Incorporated by Reference File No. 333-192176
Dear Ms. Frangou:
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Registration Statement on Form F -3
Ratio of E arnings to Fixed C harges, page 32
1. We note that you have disclosed the ratio of earnings to fixed charges for the most recent interim period as well as the last five fiscal years. Please revise to f ile an exhibit to your Form F -3 to show the figures used to calculate the ratios. See Instruction 3 to Item 503(d) of Regulation S -K and see Item 601 (b)(12) of Regulation S -K.
Angeliki Frangou Navios Maritime Partners L.P. December 4, 2013 Page 2
Form 20 -F for the Ye ar Ended December 31, 2012
Statements of Income, page F -4
2. We note that on the face of the statements of income, you disclose the amount of time charter revenue for the year ended December 31, 2012 that relates to related party transactions. Please revis e to also disclose the amount of costs and expenses incurred from transactions with related parties on the face of the statement of income as required by Rule 5 -03(2) and Rule 4 -08(k) of Regulation S -X. Similarly, any significant amounts on the balance sh eet or statement of cash flows that relate to transactions with related parties should be separately disclosed.
Note 20. Other Income, page F -22
3. We note your disclosure that on November 15, 2012 you agreed to restructure your credit default insurance and as a result you recognized $22,453 in other income net of related expenses received from the credit default insurer. Please describe in greater d etail the facts and circumstances surrounding the credit default insurance restructuring, including the reason for the lump sum cash payment received in 2012 and how the repayment amount was determined. As part of your response, please provide us with the authoritative accounting guidance that you relied upon in determining your accounting treatment.
Form 6 -K filed on November 1, 2013
Consolidated Statements of Income, page F -3
4. We note from your consolidated statements of income that for the nine mont hs ended September 30, 2013, you recognized $13,446 of other income. We also note from your disclosure in Note 15 that as part of a new suspension agreement entered into in June 2013, you received up -front compensation of $10,000 covering hire revenues fo r the suspension period until April 2016 which during the six months ended June 30, 2013, $10,000 was recognized in your income statement as other income since you have no future requirements to provide services or refund any payments received. We note additional suspension compensation of $3,333 was recognized in the income statement also as other income during the quarter ended September 30, 2013 for the same reasons as discussed above. In light of the fact that you disclose that the amount received rel ates to periods which extend through April 2016, please tell us, and revise to disclose in the notes to the financial statements, why you believe it was appropriate to recognize $13,446 as other income in the periods discussed above. As part of your respo nse, please cite the authoritative accounting literature you relied upon in determining the accounting treatment of such cash payments .
Angeliki Frangou Navios Maritime Partners L.P. December 4, 2013 Page 3
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain tha t the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request accelera tion of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility fo r the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please all ow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Claire Erlanger at (202) 551 -3301 or Jean Yu at (202) 551 -3305 if you have questions regarding comments on the financ ial statements and related matters. Please contact Ryan Adams at (202) 551 -3191 or me at (202) 551 -3469 with any other questions.
Sincerely,
/s/ Justin Dobbie
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December 4, 2013 Via E -mail Angeliki Frangou Chief Executive Officer Navios Maritime Partners L.P. 7 Avenue de Grande Bretagne, Office 11B2 Monte Carlo, MC 98000 Monaco Re: Navios Maritime Partners L.P. Registration Statement on Form F-3 Filed November 7, 2013 and Documents Incorporated by Reference File No. 333-192176 Dear Ms. Frangou: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form F -3 Ratio of E arnings to Fixed C harges, page 32 1. We note that you have disclosed the ratio of earnings to fixed charges for the most recent interim period as well as the last five fiscal years. Please revise to f ile an exhibit to your Form F -3 to show the figures used to calculate the ratios. See Instruction 3 to Item 503(d) of Regulation S -K and see Item 601 (b)(12) of Regulation S -K. Angeliki Frangou Navios Maritime Partners L.P. December 4, 2013 Page 2 Form 20 -F for the Ye ar Ended December 31, 2012 Statements of Income, page F -4 2. We note that on the face of the statements of income, you disclose the amount of time charter revenue for the year ended December 31, 2012 that relates to related party transactions. Please revis e to also disclose the amount of costs and expenses incurred from transactions with related parties on the face of the statement of income as required by Rule 5 -03(2) and Rule 4 -08(k) of Regulation S -X. Similarly, any significant amounts on the balance sh eet or statement of cash flows that relate to transactions with related parties should be separately disclosed. Note 20. Other Income, page F -22 3. We note your disclosure that on November 15, 2012 you agreed to restructure your credit default insurance and as a result you recognized $22,453 in other income net of related expenses received from the credit default insurer. Please describe in greater d etail the facts and circumstances surrounding the credit default insurance restructuring, including the reason for the lump sum cash payment received in 2012 and how the repayment amount was determined. As part of your response, please provide us with the authoritative accounting guidance that you relied upon in determining your accounting treatment. Form 6 -K filed on November 1, 2013 Consolidated Statements of Income, page F -3 4. We note from your consolidated statements of income that for the nine mont hs ended September 30, 2013, you recognized $13,446 of other income. We also note from your disclosure in Note 15 that as part of a new suspension agreement entered into in June 2013, you received up -front compensation of $10,000 covering hire revenues fo r the suspension period until April 2016 which during the six months ended June 30, 2013, $10,000 was recognized in your income statement as other income since you have no future requirements to provide services or refund any payments received. We note additional suspension compensation of $3,333 was recognized in the income statement also as other income during the quarter ended September 30, 2013 for the same reasons as discussed above. In light of the fact that you disclose that the amount received rel ates to periods which extend through April 2016, please tell us, and revise to disclose in the notes to the financial statements, why you believe it was appropriate to recognize $13,446 as other income in the periods discussed above. As part of your respo nse, please cite the authoritative accounting literature you relied upon in determining the accounting treatment of such cash payments . Angeliki Frangou Navios Maritime Partners L.P. December 4, 2013 Page 3 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain tha t the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request accelera tion of the effective date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility fo r the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please all ow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Claire Erlanger at (202) 551 -3301 or Jean Yu at (202) 551 -3305 if you have questions regarding comments on the financ ial statements and related matters. Please contact Ryan Adams at (202) 551 -3191 or me at (202) 551 -3469 with any other questions. Sincerely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief cc: Via E -mail Todd E. Mason Thompson Hine LLP