Welcome to the Navigator Holdings Conference Call for the Third Quarter 2022 Financial Results. We have with us, Mr. Mads Peter Zacho, Chief Executive Officer; Mr. Niall Nolan, Chief Financial Officer; Mr. Oeyvind Lindeman, Chief Commercial Officer; and myself, Randy Giveans, Executive Vice President of Investor Relations and Business Development in North America. I must advise you that this conference is being recorded today. As we conduct today's presentation, we will be making numerous forward looking statements. These statements include but are not limited to the future expectations, plans and prospects from both a financial and operational perspective and are based on management assumptions, forecasts and expectations as of today's state and are as such, subject to material risks and uncertainties. Actual results may differ significantly from our forward looking information and financial forecast. Additional information about these factors and assumptions are included in our annual and quarterly reports filed with the Securities and Exchange Commission. With that, I now pass the floor to Mads Peter Zacho, the Company's Chief Executive Officer. Please go ahead, Mads.

Thank you so much Randy, and good morning, everyone. Thank you for joining our call. The third quarter of 2022 was an exciting period of growth for Navigator. We have announced two joint ventures to expand our operation capabilities in the global liquefied gas supply chain. In September, we announced that the Company has entered into the Greater Bay Gas joint venture to acquire a total of five ethylene capable liquid carriers. The first vessel is expected to be acquired next month. The joint venture with Greater Bay Gas will result in a reduction in the average age of Navigator’s fleet and will allow us to take advantage of more efficient vessels that is lowering our emissions and also offering improved economics for our customers. We'll see the rest of the fleet being acquired during the course of 2023. What's more, yesterday we announced our participation in an expansion project at our existing export terminal joint venture with Enterprise Product Partners in which we own a 50% shareholder. The expansion project consists of modification to an existing ethane refrigeration unit, which will provide the capability to refrigerate both ethane and ethylene alongside providing additional ethylene refrigeration capacity to our export terminal joint venture, the world's largest ethylene export terminal. Looking at the quarter overall, our operating revenues for the third quarter increased by 7.9% in comparison to the same period last year. And that was mainly due to an increase in vessel available days in fleet utilization, average monthly time charter equivalent rates and pass-through voyage costs. Notably the demand from ethylene from Europe that we witnessed in the second quarter of 2022 continued into July and August so with about 80% of U.S. ethylene exports was transported to Europe. That of course highlights the growing importance of energy security both nationally and locally in Europe. Utilization for our fleet in Q3 was 85%, which was in line with the same period last year and in line with our guidance for the quarter. I'd like to thank all staff of Navigator for the excellent work and contributions during this period and just hand it over to Niall, who will take you through the financial performance of the quarter. Please, Niall.

Thank you, Mads, and good morning all. The operating performance for the third quarter ‘22 generated an adjusted EBITDA of $41.5 million compared to $40.5 million for the third quarter of last year. Although this is lower than the $55 million achieved in the first two quarters of 2022. It is expected that the fourth quarter will return to or exceed those earlier quarters of this year. The total operating revenues for the third quarter were $106.8 million compared to $102.7 million for the comparative third quarter of last year, 2.2 million of this increase was primarily as a result of the additional handysize vessels joining our fleet as part of the Ultragas transaction in August, 2021, and a further $9.6 million generated from the nine smaller vessels that operate within the independently run Unigas Pool also acquired as part of the Ultragas transaction. Vessel utilization improved slightly during the quarter to 84.9% relative to the third quarter of last year, which achieved utilization of 84% and this contributed in an additional $800,000 of additional income. And charter rates too improved slightly relative to the third quarter of last year accounting for an additional $0.5 million of overall increase in revenues. Average charter rates were just over $22,000 a day or $670,000 per month for this quarter compared to $21,900 per day or $665,000 per month for the third quarter of last year. Four vessels entered dry-dock for their scheduled surveys during this third quarter in addition to the seven during the first half of this year, taking a total of 106 days and with a capital cost of $3.7 million. The dry-docking of two of these vessels either have finished or will finish during the fourth quarter, along with a final single vessel to enter dry-dock during this coming…

Thank you, Niall. Before we get into the detail, I just want to highlight that -- hold on one second, I just want to highlight that the third quarter albeit challenging, met our guidance of 85% utilization. However, Q4 is shaping out in a very positive way, which we'll talk a little bit more about, but it's really a tale of two quarters and quarter four with higher volumes of ethylene exports, destinations being in the Asia Pacific region, and 10 ships are now fully employed on their time charters and ammonia is really driving utilization up above 90%, but we'll spend a little bit more details on that later. If you move to Slide 12, we are seeing increasing production of U.S. natural gas liquids being ethane, propane and butane, and U.S. domestic demand remains flat, which is driving the growth in U.S. export, which in turn has a positive impact on gas carrier demand. In addition, U.S. propane has widened its competitiveness compared to oil as a fuel or as a feedstock to the petrochemical industry. Both increased production and relative competitiveness to alternative sources of energy and feedstock continue to drive U.S. exports of LPGs. We can see an uptick for handysize exports in the graph to the lower right where October had 40% higher handysize LPG export volumes compared to September of this year. Similar to LPG, ethane remains competitive as feedstock to the production of ethylene. Cheap ethane translates to low cost production of ethylene for US producers. The graph on Page13 shows ethylene arbitrage opportunities to international markets. The one next to it shows U.S. exports of ethylene which is increasing from about 70,000 tons in September to about 110,000 tons in October. There's a big increase for a small market. Not only do…

Thank you, Oeyvind. So, yes, it's been a very busy few months for us recently with the Company announcing three meaningful announcements regarding our uses of cash. First, on September 30, we announced that we entered into a joint venture agreement with Greater Bay Gas Company. The joint venture owns 60% by Navigator and 40% by greater Bay Gas, and tends to acquire five ethylene vessels listed in the table below. Two of the vessels are 17,000 cubic meters built in 2018, and three of the vessels are 22,000 cubic meters built in 2019. The vessels are expected to be acquired on a staggered basis between December, 2022 and November of 2023. The total purchase price for the five vessels is $233 million, and our 60% portion of that is a little under $140 million. For capital outlay, assuming 65% debt financing around $90 million of Navigator's $140 million commitment, the total cash needed for the acquisitions will likely be less than $50 million spread out upon vessel delivery over the next 12 months. Secondly, on October 18, we announced the board's authorization for a share repurchase program of up to 50 million of NVGS common stock to be implemented via open market purchases, privately negotiated transactions or in accordance with an approved trading plan. Now there are numerous reasons for this, primarily that repurchasing shares below NAV is an creative use of cash and boosts our NAV per share. Also, our share price was above $15 just as recently as June, but has been sold off with the broader markets in recent months. Additionally, this program diversifies our uses of cash, which will likely be split between debt repayment, terminal expansion, fleet renewal, and capital returns to shareholders. So most recently, yesterday afternoon, we announced a project under our existing 50 joint venture with enterprise products partners to expand the ethylene export terminal at Morgan's Point. Construction is expected to commence in the first quarter of 2023 and end in 2024, at which time the expansion project is expected to be fully operational. Current limited spot cargo availability is leading new customers to discuss multi-year off-take contracts. So we expect to contract the majority of the off-take volumes prior to project completion. Now, in terms of specific volumes, CapEx and timeline, we will not be able to provide exact details today, but we do expect to publish a joint press release with all of these details in the coming weeks. So please stay tuned. With that, I'll turn it back over to Mads for closing remarks.

Thank you, Randy. So if you look at our financial position in Navigator, right now you can see that we have built cash debt during the past, and we have flexibility to that robust balance sheet gives us that we can pursue both growth opportunities and capture repatriation. In Q3, our fleet utilization was pretty subdued as expected, and so was the terminal throughput. Ammonia though was strong and now we see that we have 10 vessels transporting ammonia. In Q3, we did announce two exciting growth prospects and a share buyback and looking into Q4 now, we can see that there's significantly higher utilization than what we saw in Q3 with October running above 94%. So we think we are reasonably solid ground when we expect that our utilization will exceed 90% for the full quarter of the full quarter. All the three product segments that we are transporting show strength in demand and as we speak, the terminal is running above nameplate capacity. So we think that the outlook for the coming months look pretty robust and we'll be happy to take some questions from you. So back to, to you, Randy.

Yes. Thank you, Matt. So, operator we’ll now open the lines for some Q&A. [Operator Instructions] So first question, your line should be open.

Hey, can you hear me?

We can hear you, Ben. How are you?

Here we go. Thanks. I'm clearly not technologically sophisticated enough. I'm good, thanks. So I have a couple just really quickly, I appreciate that you can't or that you're not in a position to be able to talk too much about the terminal, but congrats for finally getting it. But I'm curious how, if you could maybe Niall, how are you thinking about funding, we'll see how much it is or whatever, but clearly it's going to be some CapEx. What's the source of funds for this, do you think?

Yes Ben, hi. The CapEx, as Randy has said, is likely to be spent over the next two years. So it's quite spread out. And with our starting point in terms of cash as to where we are now, we actually have sufficient cash, existing resources to pay for share of the extension. That said, having an asset which has cost north of $250 million in total, and having no debt is not particularly good use of capital. So, we are exploring options as to how we can best finance it using the lowest cost of capital. You'll be aware that there is no debt allowed within the joint venture itself, so therefore financing traditional bank financing is more difficult to come by.

Okay. Yes, that makes sense. And if, I've got three questions so far. But I wanted to dig in a little bit on utilization. Obviously, it sounds like it's getting a lot better, which is good to hear, but if I just think of this from the perspective or think of your utilization especially after adjusting for vessels that are on time charter. So, utilization for those not on time charter would appear to be well below 80%. It seems to me that from a net basis you'd be doing a whole lot better to just put those vessels on time charter and have full utilization, even if you give up a little bit on rate. Can you help me as to why that might not make sense?

So Ben on Page 15 in the presentation, I don't know if you have any -- that's the one that shows the earning stays and where the ships are employed and which segments. And if you see in October with a big spike there, you have ammonia time charter, LPG time charter, petrochemical time charter is the fair chunk of those vessels. So they're mostly on time charter. So we have been working on some of the logic that you're talking about. You can see that LPG spot is not really there. Petrochemical spot will typically be there, because that is amore of a spot play, not as structured as some of the other segments. So that but that is where you can capture upside and so forth. So, I think, that graph, if you look at October kind of explains our journey towards kind of the topic that you're talking about.

Okay. And assuming that ammonia continues to be a bigger piece of the pie, you would expect, let's say, next year or into the future better utilization across the fleet, is that fair?

I mean, if you're generally the larger time charter portion you have -- generally you have a higher utilization. So that is correct. We believe that ammonia is going to grow, is definitely not going to reduce for us, how we see the world, and what's happening in Europe and everything with energy prices. So, I think, that is there to stay, which will obviously prop-up utilization overall at a higher level than had we not. So, I think that's the road forward.

Okay. And then lastly for me, just strategically, I appreciate that you sold one of another one of the older planet vessels. As I think about sort of where the business is in your shifting a little bit more towards or increasing your footprint on things related to infrastructure and connecting the dots with respect to supply chains, et cetera. And then I compare to let's say, the LNG business where especially in the last number of years you've seen a number of LNG carriers of being converted into things like floating storage or re-gasification units or whatever. Is there any possibility of being able to do that with your fleet -- with the -- maybe even some of those older vessels? Or are the dynamics too dissimilar and it's not really practical?

Mads, will you take and go?

Yes. When it comes to our overall strategy about the mix between shipping and terminal kind of business, it is certainly an area that we are looking into and that we would like to expand on. We see some very, very good synergies between in this vertical integration you could say, so that we are able to deliver better service through having a broader piece of the total supply chain. So, we would be working with some of our existing partners to see, if we can explore further opportunities for doing more of this kind of business. And I think, it's we've talked about this also before, Ben, that there will be opportunities coming maybe more than we can see right now on the import and the export side, and I think Navigator would be really well decision to engage in those discussions, and we see it as attractive business. And then maybe I'll leave it to you to talk a little bit about how we can use our existing time for that.

It's definitely opportunities for using assets even older assets for infrastructure project. So for instance just to give an idea, we are in discussions within a location whereby you can use the tanks, the gas tanks in a ship, one of our older ships as storage either floating or you take them out and put them as shore because the ship hole has a finite life, but the ship tanks can live for a very long time. So, there are added value, I suppose, in those -- in having that, those assets with our link on the, or interest to develop infrastructure on some of the older assets.

So a possibility maybe, maybe nothing that or its early stages, I suppose, is how I'm hearing that. Is that correct in terms of using existing assets for that?

Correct.

Ben, just one point of clarification, you mentioned that this sale, you're referring to the Navigator Magellan as channel ship. This is our oldest ship, which is 24 years of age. It is not one of the ethylene capable ships, so it's just a regular semi-refrigerated ship. And at 24 years, given that we've got a 25 year policy to sell it with one year of its economic life left at 12.7 million was considered to be a good deal.

All right, with that, next caller. Omar, I think you're on mute.

Sorry about that. Can you hear me now?

We can hear you.

Omar Nokta from Jefferies. Just a couple of quick ones for you. Randy, you mentioned the share purchase program as a way to take advantage of a discount of stock price relative to NAV. How are you thinking about that buy back at the moment? Maybe one, have you put that to work since announcement? I know there's blackouts but hasn't been put to work? And then two, how do you think about deploying that capita while you await the finalization, the agreements with Enterprise Product on a CapEx plan for build out of terminal?

Yes, good question. So first, we are still in the blackout period. Obviously, we had the project announcement as well as this earnings call. So, following these two things, we should be lifted in the near-term. So, we had not repurchased any shares yet. In terms of balancing the two, as Niall said, the CapEx payments for the terminal expansion will be spread out over the next 18 to 20 months. So, we certainly have room for both. So, I would expect a simultaneous use of cash.

Thanks Randy. And then just as a quick follow-up, I know you mentioned and you're pretty clear that you can't give specific details on the expansion. Is there anything you give in sort of just big picture magnitude where if think about what's coming? Is it a doubling of the facility? Any colors you can give just give us a frame of reference?

It would be good for us to wait having that discussion once we do the joint announcement together with Enterprise. This is really when we'll fold out that more detail for you.

Okay, I'll try. I'll think about that. And Randy you've warned it. Okay. Now thanks. That's it for me. I'll turn it over.

Thanks, Omar. Right, next caller.

Hey team. Can you hear me? This is Sean Morgan,

Howdy, Sean. Yes. We can hear you well.

Alright. Okay, so given the constraints on your ability to talk about the current terminal expansion, maybe we can kind of shift gears and sort of look at the broader possibility for other JVs or other partnerships across the U.S. Gulf and other existing maybe brownfield sites that you think or partners that you could do expansions of ethylene exports beyond the Morgan's Point location?

Hi, Sean. I think, ethylene, we have the most efficient, the largest ethylene export terminal in the world together with an Enterprise Product Partners in the U.S. Gulf. So, we are expanding it. Any additional ethylene infrastructure beyond that, I certainly doubt. So, we are -- on the ethylene side, we're focused together with Enterprise. Now there are other products, C4, C3s, that we are looking into not to mention ammonia, blue ammonia, green ammonia and CO2. So, there's many infrastructure opportunities beyond ethylene which we're taking very seriously.

Okay. So potentially partnerships in different products, and maybe kind of more focused on existing ethylene with Enterprise. And then in terms of the production exports out of the terminal flagged a little bit. Was that primarily driven by sort of, I know we talked before about the bottlenecks of having to ensure that you have the capacity to contractual requirements for throughput? Was that kind of more demand driven? Or was it more constraints on that kind of latter factor of making sure you had enough available capacity to kind of hit your Q4 obligations in Q3?

I think it's a very complex question. And it's quite difficult because you are, it's a partly ethane, it is partly ethylene, it’s partly domestic production, inventory management, demand worldwide and polymers. So in the summer there was readjustment from the Europeans whereby the Asians, the Asia Pacific didn't buy because they had enough already in their inventory levels and the Europeans came in. However, they weren't. Europe is smaller market than Asia Pacific. So, the general demand went down on the buying side. And then at the same time there were issues with storage and so forth in the U.S. So there was, I don't know, there was a whole myriad of issues that seemingly have been sorted now definitely for Q4 October or November. We also are seeing robust denominations for December. So I think the world is getting kind of back to track for ethylene point of view. Today there was an announcement by the Chinese government that they are reducing their quarantine restrictions for travel, international travel from whatever they have today to three days after lunar new year and then zero from 1st of April. So I think demand generally picks up again before Chinese lunar year. And so I think, I think we're on the right track this summer was just awkward generally a little bit lag from the war in Europe.

Okay. So then if I'm sort understanding correctly, then the biggest barometer for kind demand and throughput, then even though Europe is gathering a headline is still going to be China in Greater Asia, and so we should kind of be focusing on that as we forecast?

I think if you forecast Italy in demand for shipping, I think, we go back to the general rule of thumb. We have these 25% to Europe, 75% to Asia. So I think, if you look at one of the graphs we have it clearly shows that we are kind of in that arena again.

Thanks, Sean. Next caller.

It's Turner from Clarksons. So, just listening to prepare remarks there were a couple comments about fourth quarter being an improvement or the price significant improvement. Can you give us a sense of magnitude of the snapback we could see in Q4? I mean, you previously on the adjusted EBITDA level in the mid-50s. Is that kind of the benchmark that we should be thinking about?

Mr. Nolan?

I think, it is, we would be disappointed if we didn't achieve at that level. We're obviously halfway through November, so halfway through the quarter right now. And certainly, what we've seen in October and to date in November is indicating that that would be the case.

Okay. Thank you. And then a question for…

The important number here is of course, utilization because an extra day of revenue goes straight to the bottom line. So, that's the very direct impact, which is also why we guiding on utilization because it's such an important factor.

Understand appreciated. A question for Oeyvind, on the ammonia ships, if I understand correctly, those are generally at higher rates. Correct me if I'm wrong, you had a big increase there and you talked about some of the structural drivers in Europe for ammonia demand? I mean, obviously we still need to grow food, but 70% or so of the capacity in Europe is shut down and it just seems structural at this point. But what do you see as the potential for the number of ships you could put on ammonia to look over the next few quarters?

I think, we've had exponential growth already this year so far. Having10 of our handysize ships in ammonia is quite extraordinary. Is it going to stop there? I think, there are still some opportunities that we are exploring. I don't think we will have 20, if that's the question, but a few more. In a small segment, every other ship that we take away from the normal market into ammonia is a good thing. So there are still some opportunities there, but I think the real point is the longevity of it. So I don't think this is going to drop off tomorrow. I think this is going to be a structural change for some time, which is good for us. Having10 plus ships in ammonia, as you can see already have a big impact when some of the other business streams where we do kick off as well. So the stars are aligning a little bit.

Yes. To continue with that theme on the sort of structural demand factors for shipping, a lot of talk about the terminal certainly in terms of the cash flows that could generate on its own right. But in terms of demand for shipping for your ethylene carriers, what could that mean as those additional volumes come online in terms of shipping demand in terms of number of vessels or however you want to think about it?

I think it's more of a value chain going back to the value chain of ethylene. So, the producers in the U.S. need it. Our partner Enterprise Product Partners are creating efficiencies in U.S. connecting crackers, expanding the pipeline network, creating indices in -- view so people can manage the risk forward curves and so forth. Expanding the terminal is all connected in making the production of ethylene in the U.S. more efficient and competitive. And the other markets, international markets are now, particularly now in a high oil environment, contemplating should I continue producing my own ethylene from NAFTA oil or should I actually diversify and buy and import some parts of ethylene from U.S.? So, it's really getting into a more structural thinking whereby should I build or should I buy? And that is quite evident. And of course, we are connecting the two and it depends a little bit on how structural this will be. We are big believers of that. That is going to move, transition away from spot play, which we talked about generally voice charters for ethylene to be more structural the pipeline service between the U.S. producers and fixed locations international. And if that happens, is there implication on the shipping side, et cetera? We shall see. We already have a large fleet, but there are opportunities in the value chain.

Sure. But if I understand correctly, I guess it's fair to say that if you bring on another, say 1 million tons of ethylene export capacity and that has to move on ship. So that will move through to vessel demand as well.

It'll impact the supply demand balance, absolutely.

Thanks next caller, your line should be open. Q – Climent Molins: Good morning. Climent Molins from Value Investor's Edge. Thank you for taking my questions. Regarding the vessel acquisitions you announced a month or so, pricing seems quite attractive. Is this something you could maybe repeat going forward or was it more of a one of opportunity you took advantage of given the existing relationship with the seller from the Luna Pool?

Mads, will you ever go at that?

Yes, I can kick us off here. We are definitely looking to continue to consolidate the market. I mean, if you look at Navigator's history, it's something that has been done throughout history by buying ships whenever they became available in the market at secondhand. And this is something that we are looking at. Looking at new build prices, they are very high. The lead time before delivery of a new build ship today is long. So it doesn't seem very attractive to go out and build new build for feed new builds for fleet renewal or just ordinary beefing up the fleet. So we would much rather be looking around in the second hand market and see if there's some owners that would be interested in selling. That being said, it's not a huge market this one. I mean, there is a small handful of people and some of them are quite content where they're, if we see a market that's showing a little bit more firmness as it is right now, it may be that that discussion doesn't get any busier, but it's clearly part of our overall strategy to continue to be consolidator and we'll be looking at whatever transactions that are there out there. Again, we're not going to go out and buy a top dollar just to be the consolidator. We'll only do accretive deals.

That's helpful. Thank you. And you've been clear you cannot provide much commentary into the concrete numbers of expansion, but should we expect existing capacity to continue operating normally, or should we expect some kind of impact while the expansion is constructed?

No, we should expect that the current capacity is continuing so that the build out period would be separate and yes, so there should be an impact.

Thank you. That's all from me.

Thanks, Clement. I believe we have one more caller.

Hi, [Lisa Spandeck] from CTBC. Am I clear?

You are clear. How are you?

Hi. First would like to thank you for the clear presentation, and here I have two questions. First is that I noticed that you just announced you would like to buy five vessels from Greater Bay Gas, which was operated in Luna Pool, but on Page 6, just noticed that the operating revenue from Luna Pool is actually halved compared to the same period in 2021. So is there any reason for the decrease? Yes, that's my first question.

Would that be you, Niall? Maybe just talk a little bit about how that shows up in our P&L.

Yes, it's more of commercial questions. This is the spot market of the ethylene and there were, it was just less utilization on those ships that accounted for that.

Okay, thanks. And then move on to my second question, also the final one. As I would like to raise a question about the price gap on Russian oil and oil product and as we also have the customers who are from Russia and the time charter would be ended until 2023. So, I'd like to know if the price gap would be -- have any effect on the LPG and gas carrier market.

So, the two ships you refer to are on 10-year charter, so they have one year remaining.

Yes.

The products, they transport those two vessels, is generally propane and butane. And the buyers are in Morocco or Turkey. So, they're trading between the Baltic to those countries with the LPG. The price, we don't take title of products. So the pricing that our customer and the buyers agree, we don't know.

Okay. So there won't be any effect, right?

No, not really. Not over the next 12 months in terms of the supply demand balance of what ships are available and which ships are not. That's correct.

Thank you so much. Mads, closing comments.

Yes. Good, thanks a lot for listening in. It was great and thanks for a lot of good questions, some of them were answered online and some of them during our dialogue. We'll of course be available to follow up, if there are any more questions that you may have, and otherwise we look forward to seeing either at conferences or in investor meetings. Thank you.