UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2014

Commission File Number 001-36202

NAVIGATOR HOLDINGS LTD.

(Exact name of Registrant as specified in its Charter)

21 Palmer Street

London, SW1H 0AD

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.   Form 20-F  x        Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1).   Yes  ¨        No  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7).   Yes  ¨         No   x

ITEM 1—INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the press release issued by Navigator Holdings Ltd. on August 6, 2014: Navigator Holdings Ltd. announces its Second Quarter 2014 Results.

ITEM 2—EXHIBITS

The following exhibit is filed as part of this Report on Form 6-K:

Exhibit No.

Description

99.1

Press Release of Navigator Holdings Ltd. dated August 6, 2014.

NAVIGATOR HOLDINGS LTD. ANNOUNCES ITS SECOND QUARTER 2014 RESULTS

London, England, August 6, 2014 - Navigator Holdings Ltd. (“Navigator”) (NYSE: NVGS),  the owner and operator of the world’s largest fleet of handysize liquefied gas carriers, announced today its financial and operating results for the three and six months ended June 30, 2014.

Highlights

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Navigator Holdings Ltd. (NYSE: NVGS) reports revenue of $76.1 million for the second quarter ended June 30, 2014, an increase of 25.8% from revenue of $60.5 million for the second quarter of 2013, primarily as a result of the increase in the number of vessels in our fleet, increased charter rates and improved utilization

§

Net income increased 71.3% to $19.7 million for the second quarter, compared to $11.5 million for the second quarter of 2013

§

EBITDA¹ increased to $38.7 million for the three months ended June 30, 2014 from $27.0 million for the three months ended June 30, 2013

§

Earnings Per Share was $0.36 for the three months ended June 30, 2014, based on a significantly increased number of shares outstanding, up from $0.25 for the three months ended June 30 2013

§

Delivery of the first of thirteen newbuilding vessels occurred in June 2014, Navigator Atlas, a 21,000 semi-refrigerated ethylene capable vessel

§

Twelve newbuilding semi-refrigerated gas carriers on order, scheduled for delivery between September 2014 and December 2016

A Form 6-K with detailed information on the second quarter 2014 financial results is being filed with the U.S. Securities and Exchange Commission simultaneous with this release. Tomorrow, Thursday, August 7, 2014, at 9:00 A.M. ET, the Company’s management team will host a conference call to discuss the financial results.

Conference Call Details:

Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1 (866) 819-7111 (US Toll Free Dial In), 0(800) 953-0329 (UK Toll Free Dial In) or +44 (0)1452-542-301 (Standard International Dial In). Please quote “Navigator” to the operator.

A telephonic replay of the conference call will be available until August 14, 2014 by dialing 1(866) 247-4222 (US Toll Free Dial In), 0(800) 953-1533 (UK Toll Free Dial In) or +44 (0)1452 550-000 (Standard International Dial In). Access Code: 11870348#

Audio Webcast:

There will also be a live, and then archived, webcast of the conference call, available through the Company’s website (www.navigatorgas.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

About Us

Navigator Gas is the owner and operator of the world’s largest fleet of handysize liquefied gas carriers and provides international and regional seaborne transportation of liquefied petroleum gas, petrochemical gases and ammonia for energy companies, industrial users and commodity traders.  Navigator’s fleet consists of 36 semi- or fully-refrigerated liquefied gas carriers, including twelve newbuildings scheduled for delivery by the end of December 2016.

Forward Looking Statements

Statements included in this press release concerning plans and objectives of Navigator’s (“we, ”or “our”) management for future operations or economic performance, or assumptions related thereto, contain forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements that are also forward-looking statements. Such statements include, in particular, statements about our plans, strategies, business prospects, changes and trends in our business and the markets in which we operate as described in this press release. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue,” or the negative of these terms or other comparable terminology. These risks and uncertainties include, but are not limited to:

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future operating or financial results;

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pending acquisitions, business strategy and expected capital spending;

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operating expenses, availability of crew, number of off-hire days, drydocking requirements and insurance costs;

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general market conditions and shipping market trends, including charter rates and factors affecting supply and demand;

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our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other corporate activities;

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estimated future capital expenditures needed to preserve our capital base;

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our expectations about the receipt of our twelve newbuildings and the timing of the receipt thereof;

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our expectations about the availability of vessels to purchase, the time that it may take to construct new vessels, or the useful lives of our vessels;

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our continued ability to enter into long-term, fixed-rate time charters with our customers;

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changes in governmental rules and regulations or actions taken by regulatory authorities;

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potential liability from future litigation;

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our expectations relating to the payment of dividends; and

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other factors discussed in Navigator’s filings with the U.S. Securities and Exchange Commission.

 

We expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of our common stock.

Navigator Gas

Attention: Investor Relations Department

New York:

399 Park Avenue, 38th Floor, New York, NY 10022. Tel: +1 212 355 5893

London:

21 Palmer Street, London, SW1H 0AD.   Tel: +44 (0)20 7340 4850

Item 1. NAVIGATOR HOLDINGS LTD.

Item 2. Consolidated Balance Sheets

Item 3. (Unaudited)

		December 31,		June 30,
		2013		2014
Assets
Current assets
Cash and cash equivalents	$	194,740,045	$	159,216,275
Accounts receivable, net		11,837,578		6,844,776
Accrued income		7,902,234		9,494,569
Prepaid expenses and other current assets		6,282,218		9,200,379
Inventories		5,924,201		7,193,709
Total current assets		226,686,276		191,949,708
Non-current assets
Long-term debtors		316,559		316,559
Vessels in operation, net		1,026,226,551		1,059,710,983
Vessels under construction		60,197,486		95,560,966
Property, plant and equipment, net		363,015		375,977
Deferred finance costs, net		11,436,165		10,050,069
Total assets	$	1,325,226,052	$	1,357,964,262
Liabilities and stockholders’ equity
Current liabilities
Current portion of long-term debt	$	60,750,308	$	58,300,308
Accounts payable		13,585,924		10,338,879
Accrued expenses and other liabilities		6,438,384		7,731,635
Accrued interest		4,261,971		3,909,547
Deferred income		4,803,196		3,448,646
Total current liabilities		89,839,783		83,729,015
Non-current liabilities
Secured term loan facilities, net of current portion		389,734,262		391,809,108
Senior unsecured bond		125,000,000		125,000,000
Total non-current liabilities		514,734,262		516,809,108
Commitments and contingencies
Stockholders’ equity
Common stock – $.01 par value;
400,000,000 shares authorized; 55,339,119 shares
issued and outstanding, (2013: 55,326,765)		553,267		553,391
Additional paid-in capital		584,030,816		584,141,693
Accumulated other comprehensive income / (loss)		(87,930)		29,330
Retained earnings		136,155,854		172,701,725
Total stockholders’ equity		720,652,007		757,426,139
Total liabilities and stockholders’ equity	$	1,325,226,052	$	1,357,964,262
See accompanying notes to condensed consolidated financial statements.

Item 4. NAVIGATOR HOLDINGS LTD.

Item 5. Consolidated Statements of Income

Item 6. (Unaudited)

		Three months ended										Six months ended
		June 30,										June 30,
		2013				2014						2013			2014
Revenues
Operating revenue	$	60,503,439	$		76,063,032				$		102,816,337		$			145,888,561
Expenses
Address and brokerage commissions		1,454,912			1,761,891						2,574,834					3,246,460
Voyage expenses		14,536,713			12,170,651						22,260,159					22,057,008
Charter-in costs		1,800,000			2,100,000						3,174,718					4,200,000
Vessel operating expenses		13,342,764			17,832,779						22,933,154					35,093,994
Depreciation and amortization		8,536,163			11,146,102						15,682,539					22,194,848
General and administrative costs		1,796,382			2,559,295						3,194,643					5,284,129
Other corporate expenses		553,862			922,285						999,183					1,381,350
Total operating expenses		42,020,796			48,493,003						70,819,230					93,457,789
Operating income		18,482,643			27,570,029						31,997,107					52,430,772
Other income/(expense)
Interest expense		(6,942,558)			(7,819,378)						(12,739,434)					(15,668,673)
Interest income		12,651			124,772						46,179					216,790
Income before income taxes		11,552,736			19,875,423						19,303,852					36,978,889
Income taxes		(91,118)			(211,994)						(223,918)					(433,018)
Net income	$	11,461,618	$		19,663,429				$		19,079,934		$			36,545,871
Earnings per share:
Basic: (1)	$	0.25	$		0.36				$		0.43		$			0.66
Diluted: (1)	$	0.25	$		0.35				$		0.43		$			0.66
Weighted average number of shares outstanding:
Basic:(1)		46,293,327			55,337,349						43,965,585					55,332,086
Diluted: (1)		46,293,327			55,535,396						43,965,585					55,431,657
(1) All share amounts (except par value per share amounts) have been retroactively restated for 2013 to reflect the Company’s 3-for-1 stock split on October 29, 2013  as described in Note 5 – Common Stock to these consolidated financial statements.
See accompanying notes to condensed consolidated financial statements.

Item 7. NAVIGATOR HOLDINGS LTD.

Item 8. Consolidated Statements of Cash Flows

Item 9. (Unaudited)

		June 30,		June 30,
		2013		2014
Cash flows from operating activities
Net income	$	19,079,934	$	36,545,871
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		15,682,539		22,194,848
Payment of drydocking costs		(1,392,598)		(2,277,898)
Amortization of share-based compensation		390,111		451,172
Amortization of deferred financing costs		842,108		1,386,096
Unrealized foreign exchange		(70,656)		107,562
Changes in operating assets and liabilities
Accounts receivable		(2,199,526)		4,992,802
Inventories		(3,539,610)		(1,269,508)
Accrued income and prepaid expenses and other current assets		(3,543,370)		(4,510,495)
Accounts payable, accrued interest and other liabilities		2,456,179		(3,660,769)
Net cash provided by operating activities		27,705,111		53,959,681
Cash flows from investing activities
Payment to acquire vessels		(273,072,920)		(350,477)
Payment for vessels under construction		(10,556,464)		(88,308,704)
Purchase of other property, plant and equipment		(47,030)		(108,945)
Release of short-term investment		10,000,000		-
Placement of short-term investment		(10,000,000)		-
Net cash used in investing activities		(283,676,414)		(88,768,126)
Cash flows from financing activities
Proceeds from secured term loan facilities		147,150,000		30,000,000
Direct financing costs of secured term loan facilities		(6,669,871)		-
Repayment of secured term loan facilities		(13,421,254)		(30,375,154)
Issuance costs of 9% senior unsecured bond		(25,179)		-
Proceeds from issuance of stock		75,000,000		-
Issuance costs of stock		(19,978)		(340,171)
Net cash provided / (used) by financing activities		202,013,718		(715,325)
Net decrease in cash and cash equivalents		(53,957,585)		(35,523,770)
Cash and cash equivalents at beginning of period		140,870,317		194,740,045
Cash and cash equivalents at end of period	$	86,912,732	$	159,216,275
Supplemental Information
Total interest paid during the year, net of amounts capitalized	$	10,786,776	$	14,685,002
Total tax paid during the year	$	32,496	$	326,695
See accompanying notes to condensed consolidated financial statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NAVIGATOR HOLDINGS LTD.

Date: August 6, 2014

By:

/s/ Niall Nolan

Name:  

Niall Nolan

Title:  

Chief Financial Officer

Footnotes

¹ EBITDA represents net income before net interest expense, income taxes and depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to consolidated net income or cash generated from operations, as determined by U.S. GAAP, and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is not a recognized measurement under U.S. GAAP.

Endnotes

US 2820165v.1