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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 DATED: October 11, 2006 Commission File No. 000-51047 NAVIOS MARITIME HOLDINGS INC. 85 AKTI MIAOULI, PIRAEUS, GREECE 185 38 (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover 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 ------ ------ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ------ ------ NAVIOS MARITIME HOLDINGS INC. FORM 6-K TABLE OF CONTENTS Page ---- Operation and Financial Results for Third Quarter 1 Fleet Employment Coverage for 2006, 2007 and 2008 1 Dividend Policy 1 Favorable Long-Term Time Charters 1 OPERATIONAL AND FINANCIAL RESULTS FOR THIRD QUARTER; 100% FLEET EMPLOYMENT COVERAGE FOR 2006, 2007 AND 2008; DIVIDEND POLICY; FAVORABLE LONG-TERM TIME CHARTERS On October 30, 2006, Navios issued a press release announcing the operational and financial results for the third quarter ended September 30, 2006 and nine months ended September 30, 2006. In addition, the press release announced: (i) the securing of 100% fleet employment coverage for 2006 73.3% for 2007 and 37.0% for 2008; and (ii) the declaration of a quarterly dividend. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference. On October 11, 2006, Navios announced it has secured favorable time charter contracts for three of its vessels. A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference. This Report on Form 6-K is hereby incorporated by reference into the Navios Registration Statements on Form F-3, File Nos. 333-136396 and 333-129382. 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. NAVIOS MARITIME HOLDINGS INC. By: /s/ Angeliki Frangou --------------------------- Angeliki Frangou Chief Executive Officer Date: October 31, 2006 EXHIBIT INDEX EXHIBIT NO. EXHIBIT ----------- ------- 99.1 Press Release dated October 30, 2006. 99.2 Press Release dated October 11, 2006.
NAVIOS MARITIME HOLDINGS INC. REPORTS THIRD QUARTER FINANCIAL RESULTS o NAVIOS DELIVERS 52.7% EBITDA GROWTH o NAVIOS SECURES 100% FLEET EMPLOYMENT COVERAGE FOR 2006, 73.3% FOR 2007 AND 37.0% FOR 2008 o NAVIOS ANNOUNCES QUARTERLY DIVIDEND OF $0.0666 PER SHARE PIRAEUS, GREECE, October 30, 2006 - Navios Maritime Holdings Inc. ("Navios") (NASDAQ: BULK, BULKU, BULKW), a vertically integrated global shipping company specializing in the dry-bulk shipping industry, today reported its financial results for the third quarter and nine months ended September 30, 2006. Ms. Angeliki Frangou, Chairman and CEO of Navios stated, "We are delighted with the growth in EBITDA which reflects the success of our flexible business model. In addition to core shipping revenue, this quarter our risk management group was able to realize significant profits from short-term moves in the market. Our strong results validate our business model, whereby we can generate additional profits leveraging a fully covered fleet." Ms. Frangou continued, "Moving forward, we will continue to view profits from our risk management group as a supplement to our core shipping operations and largely dependant on market conditions." For the following results and the selected financial data presented herein, Navios has compiled consolidated statements of operations for the three and nine month periods ended September 30, 2006 (successor) and for the periods August 26, 2005 to September 30, 2005 (successor, as such period is restated in the Report on Form 6-K, dated March 22, 2006, to provide for a non-cash adjustment that related to purchase price allocations), July 1, 2005 to August 25, 2005 (predecessor) and January 1, 2005 to August 25, 2005 (predecessor). Both the 2006 and 2005 information was derived from unaudited financial statements. The successor period in the consolidated statement of operations is not directly comparable to the predecessor period because it includes the effects of fair value purchase accounting adjustments, which however, do not affect EBITDA. THIRD QUARTER 2006 RESULTS (IN 000'S OF US DOLLARS): SUCCESSOR COMBINED SUCCESSOR PREDECESSOR THREE MONTHS THREE MONTHS AUGUST 26, 2005 JULY 1, 2005 ENDED ENDED TO TO SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, AUGUST 25, 2006 2005 2005 2005 ----------- ----------- ----------- ----------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue 51,397 51,758 20,454 31,304 EBITDA 35,048 22,954 7,764 15,190 Net Income 16,884 15,103 1,037 14,066 Navios earns revenue from both owned and chartered-in vessels, contracts of affreightment and port terminal operations. Revenue from vessels operations for the three month period ended September 30, 2006 was $48.2 million as compared to $49.1 million for the same period in 2005. This decrease is mainly attributable to the decline in the freight market, resulting in lower charter-out daily hire rates in the third quarter of 2006 as compared to those of the same period in 2005, which was partially mitigated by the increase in the number of vessels owned by the Company (see "Fleet Employment Profile") resulting in 558 additional available days. More specifically the available days for the fleet increased 26.9% from 2,075 days in 2005 to 2,633 days in 2006 and the achieved Time Charter Equivalent (TCE) rate per day, - 1 - excluding Forward Freight Agreements (FFAs), decreased 22.7% from $20,613 per day in the three month period ended September 30, 2005 to $15,932 per day for the same period in 2006. Revenue from port terminal operations was approximately $3.2 million in the third quarter of 2006 as compared to $2.7 million during the same period of 2005. The port terminal throughputs in the third quarter of 2006 were 777,000 tons as compared to 664,600 tons in the same period of 2005. EBITDA was $35.0 million for the third quarter of 2006, and increase of $12.0 million when compared to $23.0 million for the same period of 2005. This 52.7% increase in EBITDA over the third quarter of 2005 is mainly attributable to (a) a $13.3 million increase in gain from FFAs, (b) a $4.2 million reduction in time charter and voyage expenses, due to the redelivery of higher cost chartered-in vessels and the exercise of purchase options that resulted in expansion of the owned fleet, and (c) a $0.2 million reduction in general and administrative expenses. The above overall favorable variance of $17.7 million was mitigated by the decrease in revenues of $0.8 million (excluding the amortization of backlogs) for the reasons explained above, the increase in direct vessels expenses of $3.2 million (excluding the amortization of deferred dry dock and special survey costs) as a result of the increase of owned vessels and the increase in other expenses of $1.7 million. Net income for the third quarter ended September 30, 2006 was $16.9 million as compared to $15.1 million for the comparable period of 2005. Notwithstanding the $12.0 million increase in EBITDA, net income increased by $1.8 million due to: (a) a $3.8 million increase in depreciation due to the expansion of the owned fleet arising from new acquisitions and exercise of purchase options, as well as purchase accounting adjustments following the acquisition, (b) a $0.4 increase in amortization costs related to the intangible assets established on the Company's balance sheet as part of the acquisition in accordance with purchase accounting principles under US GAAP and the amortization of dry docking and special survey costs and (c) a $6.0 million increase in net interest expense due to the increased indebtedness used to finance the acquisition of the Company and the purchase of ten additional vessels. NINE MONTHS 2006 RESULTS (IN 000'S OF US DOLLARS): SUCCESSOR COMBINED SUCCESSOR PREDECESSOR NINE MONTHS NINE MONTHS AUGUST 26, 2005 JANUARY 1, 2005 ENDED ENDED TO TO SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, AUGUST 25, 2006 2005 2005 2005 ------------- ------------- ------------- ---------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue 153,428 179,084 20,454 158,630 EBITDA 84,194 63,460 7,764 55,696 Net Income 26,790 52,374 1,037 51,337 Navios earns revenue from both owned and chartered-in vessels, contracts of affreightment and port terminal operations. Revenue from vessels operations for the nine month period ended September 30, 2006 was $146.4 million as compared to $172.2 million for the same period of 2005. This decrease is mainly attributable to a decline in the freight market, resulting in lower TCE per day in the nine months of 2006 as compared to those of the same period in 2005. The achieved TCE rate per day, excluding FFAs, decreased 27.9% from $23,103 per day in the nine month period ended September 30, 2005 to $16,656 per day for the same period in 2006. The decline was partially mitigated by the available days for the fleet which increased 10.6% from 6,886 days in 2005 to 7,616 days in 2006. Revenue from port terminal operations for the nine months of 2006 was $7.0 million as compared to $6.9 million in the same period of 2005. This is attributable to increased throughputs in the nine months of 2006 of 1,799,500 tons as compared to 1,708,600 tons in the same period of 2005. - 2 - EBITDA was $84.2 million for the nine months of 2006 as compared to $63.5 million for the same period of 2005. This $20.7 million increase in EBITDA is mainly attributable to (a) a $17.4 million increase in gain from FFAs, (b) a $36.8 million reduction in time charter and voyage expenses, due to the redelivery of higher cost chartered-in vessels and the exercise of purchase options that resulted in expansion of the owned fleet, and (c) a $0.2 net gain from all other categories. The above overall favorable variance of $54.4 million was mitigated by the decrease in revenues of $25.5 million (excluding the amortization of backlogs) for the reasons explained above, the increase in direct vessels expenses of $7.5 million (excluding the amortization of deferred dry dock and special survey costs) as a result of the increase of owned vessels and the increase in general and administrative expenses of $0.7 million. Net income for the nine month period ended September 30, 2006 was $26.8 million as compared to $52.4 million for the comparable period of 2005. Notwithstanding the $20.7 million increase in EBITDA, net income decreased by $25.6 million due to: (a) a $11.4 million increase in depreciation due to the expansion of the owned fleet arising from new acquisitions and exercise of purchase options, as well as purchase accounting adjustments following the acquisition, (b) an $10.1 million increase in amortization costs related to the intangible assets established on the Company's balance sheet as part of the acquisition in accordance with purchase accounting principles under US GAAP and dry docking and special surveys amortization costs and (c) a $24.8 million increase in net interest expense due to the increased indebtedness used to finance the acquisition of the Company and the purchase of ten additional vessels. Navios' cash and cash equivalents balance, including restricted cash, on September 30, 2006 was $111.3 million. This amount includes the proceeds from the exercise of warrants. TIME CHARTER COVERAGE: Navios has extended its long-term fleet employment by recently concluding agreements to charter out vessels for periods ranging from one to three years. As a result, Navios has currently fixed 100.0%, 73.3%, and 37.0% of its available days on a charter-out basis for 2006, 2007, and 2008, respectively, equivalent to $163.5 million, $149.0 million, and $92.0 million in revenue, respectively. The average daily charter-out rate for the fleet is $17,862, $19,706, and $21,784 for 2006, 2007, and 2008, respectively. The average daily charter-in rate for the active long term chartered-in vessels is $9,469. NEW LONG TERM CHARTER-IN VESSEL: In October 2006, Navios entered into a long-term charter on a Panamax new building of about 80,000 DWT to be delivered in September 2011. The charter agreement also includes an option for Navios to purchase the vessel. PURCHASE OPTION: Navios intends to exercise its option to acquire vessel Navios Hyperion in November of 2006, with expected delivery of the vessel in March 2007. Navios Hyperion is a 2004 built, 75,500 DWT Panamax. The vessel is currently employed under the Company's long-term chartered fleet. The vessel has a purchase price of approximately $21.0 million and a current market value estimated at $49.5 million. As previously announced, in August 2006 Navios exercised its option to acquire the vessel Navios Star. The vessel is expected to be delivered in December 2006. Navios has eight additional purchase options exercisable over the next two years. - 3 - DIVIDEND: Navios' Board of Directors has approved the Company's quarterly cash dividend of $0.0666 per common share, payable on December 18, 2006 to stockholders of record as of December 6, 2006. SUMMARY FLEET DATA: The following table reflects certain key indicators indicative of the Company and its fleet performance for the three month and the nine month periods ended September 30, 2006 and 2005. SUCCESSOR PREDECESSOR THREE MONTHS THREE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, 2006 2005 (COMBINED) ------------ ------------ (Unaudited) (Unaudited) Available Days 2,633 2,075 Operating Days 2,631 2,073 Fleet Utilization 99.9% 99.9% Time Charter Equivalent including FFAs $ 21,643 $ 21,947 Time Charter Equivalent excluding FFAs $ 15,932 $ 20,613 SUCCESSOR PREDECESSOR NINE MONTHS NINE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, 2006 2005 (COMBINED) ------------ ------------ (Unaudited) (Unaudited) Available Days 7,616 6,886 Operating Days 7,603 6,857 Fleet Utilization 99.8% 99.6% Time Charter Equivalent including FFAs $ 19,198 $ 23,389 Time Charter Equivalent excluding FFAs $ 16,656 $ 23,103 AVAILABLE DAYS: We define available days for the fleet as the number of the total calendar days the vessels were in our possession for the relevant period, after subtracting off-hire days associated with major repairs and scheduled dry-docks or special surveys. The shipping industry uses available days to measure the number of days in a relevant period during which vessels should be capable to generating revenues. OPERATING DAYS: We define operating days as the number of available days in the relevant period less the aggregate number of days that our vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues. FLEET UTILIZATION: We define fleet utilization as the percentage of time that our vessels were available for revenue generating, and it is calculated by dividing the number of our operating days during the - 4 - relevant period by the number of the available days during that period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels. TIME CHARTER EQUIVALENT (TCE): We define TCE per ship per day rate as our voyage and time charter revenues less voyage expenses during the relevant period divided by the number of our available days during that period, which is consistent with industry standards. TCE rate is a shipping industry performance measure used primary to compare daily earnings generated by vessels on time charters with daily earning generated by vessels on voyage charters, because charter hire for vessels on voyage charters are generally not expressed in per day amounts while charter hire rates for vessels on time charters are generally expressed in such amounts. FLEET EMPLOYMENT AND REVENUE: Following is the "core fleet" employment profile, including newbuildings to be delivered. The "core fleet" includes the owned vessels and the long term chartered-in vessels. Navios' core fleet consists of a total of 33 vessels, totaling 2.18 million deadweight tons. One of these vessels is scheduled to be delivered to the fleet in November 2006 and five within the next two years. Currently, the Company operates a fleet of 26 vessels of which 16 are owned and 10 are chartered-in under long term time charters. Following the delivery of Navios Sagittarius, the acquisition of Navios Star in 2006 and the acquisition of Navios Hyperion, the Company will operate a fleet of 27 vessels of which 18 will be owned and nine will be chartered-in under long term time charters. The vessels under the current active fleet aggregate approximately 1.69 million deadweight tons and have an average age of 4.52 years. CONFERENCE CALL AND WEBCAST: As already announced, today, Monday, October 30, 2006, 08:30 AM EST, the Company's management will host a conference call to discuss the results. Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 866-425-6191 (FROM THE US) OR 973-582-2771 (FROM OUTSIDE THE US). PASS CODE: 8013051 A telephonic replay of the conference call will be available for one week after the call at the following numbers: 877-519-4471 (from the US) or 973-341-3080 (from outside the US). Pass Code: 8013051. This call will simultaneously be Webcast at the following Web address: http://www.videonewswire.com/event.asp?id=36244 The Webcast will be archived and available at this same Web address for one year following the call. - 5 - ABOUT NAVIOS MARITIME INC. On August 25, 2005, pursuant to a Stock Purchase Agreement dated February 28, 2005, as amended, by and among International Shipping Enterprises, Inc. ("ISE"), Navios Maritime Holdings Inc. ("Navios") and all the shareholders of Navios, ISE acquired Navios through the purchase of all of its outstanding shares of common stock. As a result of this acquisition, Navios became a wholly-owned subsidiary of ISE. In addition, on August 25, 2005, simultaneously with the acquisition of Navios, ISE effected a reincorporation from the State of Delaware to the Republic of the Marshall Islands through a downstream merger with and into its newly acquired wholly-owned subsidiary, whose name was and continued to be Navios Maritime Holdings Inc. Navios currently owns and operates a fleet of ten Ultra Handymax and six Panamax vessels. It also time charters-in and operates a fleet of two Ultra Handymax and eight Panamax vessels that are employed to provide worldwide transportation of bulk commodities. Furthermore, it also operates a port and transfer terminal located in Nueva Palmira, Uruguay. The facility consists of docks, conveyors and silo storage capacity totaling 270,440 tons. The core fleet has a total capacity of 2,186,549 dwt and an average age of approximately 4.52 years. After the exercise of the purchase options on the Navios Star and the Navios Hyperion, the Company has options to acquire three chartered-in vessels in operation and five chartered-in vessels on order. Furthermore, it also has seven long term chartered-in vessels on order which are expected to be delivered at various dates from November 2006 to September 2011. - -------------------------------------------------------------------------------- FORWARD LOOKING STATEMENTS This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company's growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as "expects," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected revenues and time charters. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to changes in the demand for dry bulk vessels, competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company's filings with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. - 6 - EXHIBIT 1 FLEET EMPLOYMENT PROFILE (CORE FLEET): OWNED VESSELS - ------------- VESSELS TYPE BUILT DWT CHARTER RATE (1) EXPIRATION DATE (2) - ------- ---- ----- --- ---------------- ------------------- Navios Ionian Ultra Handymax 2000 52,068 15,152 03/03/2007 Navios Apollon Ultra Handymax 2000 52,073 16,150 09/28/2007 Navios Horizon Ultra Handymax 2001 50,346 14,725 06/16/2008 Navios Herakles Ultra Handymax 2001 52,061 15,437 03/28/2007 Navios Achilles Ultra Handymax 2001 52,063 15,533 01/15/2007 21,138 01/15/2009 Navios Meridian Ultra Handymax 2002 50,316 20,045 12/15/2006 14,250 08/23/2007 Navios Mercator Ultra Handymax 2002 53,553 21,175 12/15/2006 19,950 12/15/2008 Navios Arc Ultra Handymax 2003 53,514 15,438 04/22/2007 Navios Hios Ultra Handymax 2003 55,180 19,237 11/15/2006 24,035 11/15/2008 Navios Kypros Ultra Handymax 2003 55,222 16,844 05/13/2007 Navios Gemini S Panamax 1994 68,636 16,150 12/06/2006 19,523 12/21/2008 Navios Libra II Panamax 1995 70,136 21,613 09/14/2008 Navios Felicity Panamax 1997 73,857 9,144 04/25/2008 Navios Magellan Panamax 2000 74,333 14,963 05/09/2007 19,950 04/01/2008 Navios Galaxy I Panamax 2001 74,195 24,062 01/25/2008 Navios Alegria Panamax 2004 76,466 19,475 08/09/2008 LONG TERM CHARTERED-IN VESSELS - ------------------------------ PURCHASE EXPIRATION VESSELS TYPE BUILT DWT OPTION (3) CHARTER RATE (1) DATE (2) - ------- ---- ----- --- ---------- ---------------- -------- Navios Vector Ultra Handymax 2002 50,296 No 8,811 10/17/2007 Navios Astra Ultra Handymax 2006 53,400 Yes 17,100 06/01/2007 Navios Star Panamax 2002 76,662 Exercised 15,343 01/06/2007 21,375 01/21/2010 Navios Cielo Panamax 2003 75,834 No 16,863 11/14/2006 25,175 11/14/2008 Navios Hyperion Panamax 2004 75,500 Yes 15,400 01/05/2007 Navios Orbiter Panamax 2004 76,602 Yes 16,150 12/31/2006 24,700 02/23/2009 Navios Aurora Panamax 2005 75,200 Yes 24,063 07/06/2008 Navios Orion Panamax 2005 76,000 No 21,175 02/13/2007 Navios Titan Panamax 2005 82,936 No 20,000 11/24/2007 Navios Altair Panamax 2006 82,300 No 22,715 09/20/2009 LONG TERM CHARTERED-IN VESSELS ON ORDER - --------------------------------------- VESSELS TYPE TO BE BUILT PURCHASE OPTION DWT - ------- ---- ----------- --------------- --- Navios Sagittarius (4) Panamax 11/2006 Yes 75,500 Navios TBN Ultra Handymax 04/2007 Yes 53,500 Navios TBN Panamax 09/2007 Yes 82,000 Navios TBN Panamax 11/2007 No 75,200 Navios TBN Panamax 03/2008 Yes 76,500 Navios TBN Ultra Handymax 05/2008 No 55,100 Navios TBN (5) Panamax 09/2011 Yes 80,000 (1) Time Charter Revenue Rate per day net of commissions (2) Estimated dates of redelivery by charterers (3) On August 2, 2006 Navios exercised its option to purchase the vessel Navios Star (4) The vessel is expected to be delivered in November 2006 and will be chartered out until December 23, 2008 at a daily net rate of $25,413 (5) New long term chartered-in vessel contracted in third quarter 2006. - 7 - EXHIBIT 2 FINANCIAL INFORMATION NAVIOS MARITIME HOLDINGS INC. CONSOLIDATED BALANCE SHEETS (EXPRESSED IN THOUSANDS OF US DOLLARS) SEPTEMBER 30, DECEMBER 31, 2006 2005 ---- ---- (unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 96,136 $ 37,737 Restricted cash 15,119 4,086 Accounts receivable, net 25,524 13,703 Short term derivative asset 101,345 45,556 Short term backlog asset 5,246 7,019 Prepaid expenses and other current assets 7,888 6,438 ----------------- ---------------- TOTAL CURRENT ASSETS 251,258 114,539 ----------------- ---------------- Deposit on exercise of vessel purchase option 1,949 8,322 Vessels, port terminal and other fixed assets, net 482,795 365,997 Long term derivative assets 2,143 28 Deferred financing costs, net 9,888 11,677 Deferred dry dock and special survey costs, net 3,948 2,448 Investments in affiliates 602 657 Long term backlog asset 3,820 7,744 Trade name 86,910 89,014 Port terminal operating rights 30,149 30,728 Favorable lease terms and purchase options 77,850 117,440 Goodwill 40,789 40,789 Other long term assets 392 - ----------------- ---------------- TOTAL NON-CURRENT ASSETS 741,235 674,844 ----------------- ---------------- ----------------- ---------------- TOTAL ASSETS $ 992,493 $ 789,383 ================= ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 30,837 $ 13,886 Accrued and other short term liabilities 11,184 11,253 Deferred voyage revenue 3,605 6,143 Short term derivative liability 107,506 39,992 Short term backlog liability 7,990 8,109 Current portion of long term debt 61,318 54,221 ----------------- ---------------- TOTAL CURRENT LIABILITIES 222,440 133,604 ----------------- ---------------- Long term debt, net of current portion 484,060 439,179 Long term liabilities 1,742 2,297 Long term derivative liability 3,766 598 Long term backlog liability - 5,947 ----------------- ---------------- TOTAL NON-CURRENT LIABILITIES 489,568 448,021 ----------------- ---------------- TOTAL LIABILITIES 712,008 581,625 ----------------- ---------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock - $0.0001 par value, authorized 1,000,000 shares. - - None issued Common stock - $ 0.0001 par value, authorized 120,000,000 shares, issued and outstanding 62,088,127 and 44,239,319 as of September 30, 2006 and December 31, 2005 respectively 6 4 Additional paid-in capital 276,178 205,593 Accumulated other comprehensive income/(loss) (13,404) - Retained earnings 17,705 2,161 ----------------- ---------------- TOTAL STOCKHOLDERS' EQUITY 280,485 207,758 ----------------- ---------------- ----------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 992,493 $ 789,383 ================= ================ - 8 - NAVIOS MARITIME HOLDINGS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (EXPRESSED IN THOUSANDS OF US DOLLARS - EXCEPT PER SHARE DATA) SUCCESSOR COMBINED SUCCESSOR PREDECESSOR THREE MONTH THREE MONTH AUGUST 26, 2005 JULY 1, 2005 PERIOD ENDED PERIOD ENDED TO TO SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, AUGUST 25, 2006 2005 2005 2005 ---- ---- ---- ---- (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 51,397 $ 51,758 $ 20,454 $ 31,304 Gain (loss) on Forward Freight Agreements 16,036 2,770 (898) 3,668 Time charter, voyage and port terminal expenses (21,803) (26,052) (10,179) (15,873) Direct vessel expenses (5,630) (2,154) (858) (1,296) General and administrative expenses (3,870) (4,082) (866) (3,216) Depreciation and amortization (9,119) (4,737) (3,847) (890) Interest income 1,485 731 242 489 Interest expense and finance cost, net (10,648) (3,857) (3,170) (687) Other income (891) 949 368 581 Other expense (303) (499) (337) (162) --------------- ---------------- ------------------ --------------- Income before equity in net earnings of affiliate companies 16,654 14,827 909 13,918 Equity in net Earnings of Affiliated Companies 230 276 128 148 --------------- ---------------- ------------------ --------------- NET INCOME $ 16,884 $ 15,103 $ 1,037 $ 14,066 =============== ================ ================== =============== EARNINGS PER SHARE, BASIC $ 0.27 $ $ 0.07 $ 16.08 =============== ================ ================== =============== WEIGHTED AVERAGE NUMBER OF SHARES, BASIC 62,088,127 39,900,000 874,584 =============== ================ ================== =============== EARNINGS PER SHARE, DILUTED $ 0.27 $ $ 0.05 $ 16.08 =============== ================ ================== =============== WEIGHTED AVERAGE NUMBER OF SHARES, DILUTED 62,088,127 50,180,185 874,584 =============== ================ ================== =============== SUCCESSOR COMBINED SUCCESSOR PREDECESSOR NINE MONTH NINE MONTH AUGUST 26, 2005 JANUARY 1, 2005 PERIOD ENDED PERIOD ENDED TO TO SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, AUGUST 25, 2006 2005 2005 2005 ---- ---- ---- ---- (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 153,428 $ 179,084 $ 20,454 $ 158,630 Gain (loss) on Forward Freight Agreements 19,363 1,971 (898) 2,869 Time charter, voyage and port terminal expenses (65,193) (101,985) (10,179) (91,806) Direct vessel expenses (14,841) (6,508) (858) (5,650) General and administrative expenses (11,507) (10,830) (866) (9,964) Depreciation and amortization (28,263) (7,719) (3,847) (3,872) Interest income 2,613 1,592 242 1,350 Interest expense and finance cost, net (30,641) (4,847) (3,170) (1,677) Other income 1,749 1,794 368 1,426 Other expense (445) (1,094) (337) (757) --------------- ---------------- ------------------ --------------- Income before equity in net earnings of affiliate companies 26,263 51,458 909 50,549 Equity in net Earnings of Affiliated Companies 527 916 128 788 --------------- ---------------- ------------------ --------------- NET INCOME $ 26,790 $ 52,374 $ 1,037 $ 51,337 =============== ================ ================== =============== EARNINGS PER SHARE, BASIC $ 0.51 $ $ 0.07 $ 58.70 =============== ================ ================== =============== WEIGHTED AVERAGE NUMBER OF SHARES, BASIC 52,470,143 39,900,000 874,584 =============== ================ ================== =============== EARNINGS PER SHARE, DILUTED $ 0.51 $ $ 0.05 $ 58.70 =============== ================ ================== =============== WEIGHTED AVERAGE NUMBER OF SHARES, DILUTED 52,470,143 50,180,185 874,584 =============== ================ ================== =============== - 9 - NAVIOS MARITIME HOLDINGS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (EXPRESSED IN THOUSANDS OF US DOLLARS) SUCCESSOR SUCCESSOR PREDECESSOR NINE MONTH PERIOD AUGUST 26, 2005 JANUARY 1, 2005 ENDED TO TO SEPTEMBER 30, 2006 SEPTEMBER 30, 2005 AUGUST 25, 2005 ------------------ ------------------ --------------- (unaudited) (unaudited) (unaudited) OPERATING ACTIVITIES Net income $ 26,790 $ 1,037 51,337 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Depreciation and amortization 28,263 3,847 3,872 Amortization of deferred financing cost 1,789 159 425 Amortization of deferred dry dock and special survey costs 981 32 160 Amortization of backlog 132 (80) - Provision for losses on accounts receivable 61 7 (880) Unrealized (gain)/loss on FFA derivatives (12,010) 8,775 23,793 Unrealized (gain)/loss on options (1,575) (120) 338 Unrealized (gain)/loss on interest rate swaps (284) (138) (403) Earnings in affiliates, net of dividends received 56 (128) 185 CHANGES IN OPERATING ASSETS AND LIABILITIES: (Increase) decrease in restricted cash (11,033) 360 (1,005) (Increase) decrease in accounts receivable (11,882) (8,267) 11,768 (Increase) decrease in prepaid expenses and other current assets (1,450) 1,626 3,762 (Increase) in other long term assets (392) - - Increase (decrease) in accounts payable 16,951 (6,709) (10,172) (Decrease) in accrued expenses (69) (896) (1,229) (Decrease) in deferred voyage revenue (2,537) (658) (5,032) (Decrease) in long term liability (555) (28) (451) (Decrease) in derivative liability 13,242 653 (4,523) Payments for drydock and special survey costs (2,481) (14) - ------------------- -------------------- --------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 43,997 (542) 71,945 ------------------- -------------------- --------------- INVESTING ACTIVITIES: Deposit on exercise of vessel purchase option (1,949) (1,869) - Acquisition of vessels (88,561) - - Purchase of property and equipment (1,272) - (4,264) Cash received from downstream merger - 102,259 - ------------------- -------------------- --------------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (91,782) 100,390 (4,264) ------------------- -------------------- --------------- FINANCING ACTIVITIES: Proceeds from long term loan 97,659 - Repayment of long term debt (45,681) (21,870) (50,506) Repayment of stockholder loans - (8,622) Dividends paid (11,247) - - Issuance of common stock 65,453 - - ------------------- -------------------- --------------- NET CASH PROVIDED (USED IN) BY FINANCING ACTIVITIES 106,184 (30,492) (50,506) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 58,399 69,356 17,175 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR / PERIOD 37,737 63,933 46,758 ------------------- -------------------- --------------- CASH AND CASH EQUIVALENT, END OF PERIOD $ 96,136 $ 133,289 63,933 =================== ==================== =============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR INTEREST $ 28,739 $ 847 2,358 =================== ==================== =============== - 10 - DISCLOSURE OF NON-GAAP FINANCIAL MEASURES EBITDA represents net income plus interest and finance costs plus depreciation and amortization and income taxes, if any. EBITDA is included because it is used by certain investors to measure a company's financial performance. EBITDA is a "non-GAAP financial measure" and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity. EBITDA is presented to provide additional information with respect to the Company's ability to satisfy its obligations including debt service, capital expenditures, working capital requirements and determination of dividends. While EBITDA is frequently used as a measure of operating results and the ability to meet debt service requirements, the definition of EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation. EBITDA RECONCILIATION TO CASH FROM OPERATIONS: (in thousands of US Dollars) SUCCESSOR SUCCESSOR PREDECESSOR -------------- ------------------ ---------------- THREE MONTHS AUGUST 26, 2005 JULY 1, 2005 ENDED TO TO SEPTEMBER SEPTEMBER 30, AUGUST 25, 30, 2006 2005 2005 -------------- ------------------ ---------------- (unaudited) (unaudited) (unaudited) Net cash provided by (used in) operating activities $ 21,491 $ (542) $ 22,298 Net (decrease) increase in operating assets 2,741 6,281 (14,811) Net (increase) decrease in operating liabilities (6,755) 7,638 6,664 Net interest cost 9,163 2,928 198 Deferred finance charges (561) (159) (398) Provision for losses on accounts receivable (64) (7) - Unrealized gain (loss) on FFA derivatives, FECs and interest rate swaps 7,927 (8,517) 1,581 Earnings in affiliates, net of dividends received 230 128 (342) Payments for drydock and special survey costs 876 14 - -------------- ------------------ ---------------- EBITDA $ 35,048 $ 7,764 $ 15,190 ============== ================== ================ SUCCESSOR SUCCESSOR PREDECESSOR -------------- ------------------ ---------------- NINE MONTHS AUGUST 26, 2005 JANUARY 1, 2005 ENDED TO TO SEPTEMBER SEPTEMBER 30, AUGUST 25, 30, 2006 2005 2005 -------------- ------------------ ---------------- (unaudited) (unaudited) (unaudited) Net cash provided by (used in) operating activities $ 43,997 $ (542) $ 71,945 Net increase (decrease) in operating assets 24,757 6,281 (14,525) Net (increase) decrease in operating liabilities (27,032) 7,638 21,407 Net interest cost 28,028 2,928 327 Deferred finance charges (1,789) (159) (425) Provision for losses on accounts receivable (61) (7) 880 Unrealized gain (loss) on FFA derivatives, FECs and interest rate swaps 13,869 (8,517) (23,728) Earnings in affiliates, net of dividends received (56) 128 (185) Payments for drydock and special survey costs 2,481 14 - -------------- ------------------ ---------------- EBITDA $ 84,194 $ 7,764 $ 55,696 ============== ================== ================ - 11 -
NAVIOS MARITIME HOLDINGS INC. ANNOUNCES FAVORABLE LONG-TERM TIME CHARTERS - -Company Realizes Beneficial New Charter Contracts From Strong Rate Environment- PIRAEUS, Greece, October 11, 2006 / PRNewswire - FirstCall/ -- Navios Maritime Holdings Inc. ("Navios") (Nasdaq: BULK, BULKU, BULKW), a vertically integrated global shipping company specializing in the dry-bulk shipping industry, announced today that it has secured favorable time charter contracts for three of its vessels. As a result, Navios has extended the coverage of its core fleet to 100.0% for 2006, 73.3% for 2007 and 37.0% for 2008. The time charters, for the Navios Cielo, Navios Orbiter and Navios Sagittarius, have been fixed for approximately 2 years each at rates creating approximately $32.9 million of EBITDA over the charter periods. The details for these vessels and the related charters are set forth below. - -------------------------- ----------- -------- ---------- ---------------- ------------ ---------------- Charter Revenue Daily Charter Out Vessel Type Built DWT Rate (1) Period (2) Effective Date - -------------------------- ----------- -------- ---------- ---------------- ------------ ---------------- - -------------------------- ----------- -------- ---------- ---------------- ------------ ---------------- Navios Cielo Panamax 2003 75,834 $ 25,175 2 years 11/14/2006 - -------------------------- ----------- -------- ---------- ---------------- ------------ ---------------- Navios Orbiter Panamax 2004 76,602 $ 24,700 2 years 12/31/2006 - -------------------------- ----------- -------- ---------- ---------------- ------------ ---------------- Navios Sagittarius (3) Panamax 2006 75,500 $ 25,413 2 years 11/8/2006 - -------------------------- ----------- -------- ---------- ---------------- ------------ ---------------- (1) Time Charter Revenue Rate per day net of commissions (2) Charter agreements include a redelivery time range of 2 to 4 months (3) Vessel expected to be delivered on November 8, 2006 "We intend to continue to take advantage of strong market conditions," said Ms. Angeliki Frangou, Chairman and CEO of Navios. "Even though 73.3% of the available fleet days are fixed for 2007, we have 12 vessels coming open during the course of the year which we will seek to fix at favorable time charters." ABOUT NAVIOS MARITIME HOLDINGS INC. Navios is a vertically integrated global seaborne shipping company, specializing in the worldwide carriage, trading, storing, and other related logistics of international dry bulk cargo transportation. For over 50 years, Navios has worked with raw materials producers, agricultural traders and exporters, industrial end-users, ship owners, and charterers. Navios also owns and operates a port/storage facility in Uruguay and has in-house technical ship management expertise. Navios maintains offices in Piraeus, Greece, South Norwalk, Connecticut and Montevideo, Uruguay. Navios' stock is listed in the NASDAQ's National Market System where its Common Shares, Units and Warrants trade under the symbols "BULK", "BULKU", "BULKW", respectively. Risks and uncertainties are described in reports filed by Navios Maritime Holdings Inc. with the United States Securities and Exchange Commission. SAFE HARBOR This press release may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Navios Maritime Holdings Inc. (Navios). Forward looking statements are statements that are not historical facts. Such forward looking statements, based upon the current beliefs and expectations of Navios' management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The information set forth herein should be read in light of such risks. Navios does not assume any obligation to update the information contained in this press release. Public & Investor Relations Contact: Navios Maritime Holding Inc. Investor Relations 212 - 279- 8820 investors@navios.com