Form 6-K

 

 

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 OF

THE SECURITIES EXCHANGE ACT OF 1934

Dated: January 24, 2017

Commission File No. 001-33311

 

 

NAVIOS MARITIME HOLDINGS INC.

 

 

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

(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 ☒            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 ☒

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

 

 

 


London Arbitration Tribunal Ruling

On December 22, 2016, Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”) and its subsidiary, Navios South American Logistics Inc. announced that on December 21, 2016, a London arbitration tribunal ruled the 20-year contract between Corporacion Navios S.A. and Vale International S.A. for the iron ore port under construction to be in full force and effect. A copy of the press release announcing the ruling is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Results of the Annual Meeting of Stockholders

On December 15, 2016, the Company held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for the Annual Meeting was November 24, 2016. As of the record date, a total of 117,127,796 shares of the Company’s common stock were entitled to vote at the Annual Meeting. There were 44,951,726 shares of common stock present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

 

1. Election of Directors. The Company’s stockholders voted to elect Shunji Sasada and Spyridon Magoulas as Class B Directors of the Company, whose terms, upon election, will expire in 2019.

 

   

For

 

Withhold

                Shunji Sasada

  44,434,288   517,438

                Spyridon Magoulas

  44,269,670   682,056

 

2. Approval of an amendment to the Charter. Consistent with the Certificates of Designation for the Company’s Series G and Series H Preferred Stock (the “Certificates of Designation”), the Company proposed an amendment to the Charter to effectuate any and all such changes as may be necessary to permit the Series G and/or Series H Holders the ability to exercise certain voting rights pursuant to the Certificates of Designation. This proposal failed to receive the affirmative vote of holders of two-thirds of the Company’s issued and outstanding common stock entitled to vote at the Annual Meeting which was required to approve the proposal.

 

For

 

Against

 

Abstain

43,989,924

  738,376   223,426


3. Ratification of appointment of PricewaterhouseCoopers. The Company’s stockholders voted to ratify the appointment of PricewaterhouseCoopers as the Company’s independent public accountants for the year ending December 31, 2016.

 

For

 

Against

 

Abstain

44,704,156

  164,549   83,021

Operational and Financial Results

On November 22, 2016, the Company issued a press release announcing the operational and financial results for the three and nine months periods ended September 30, 2016. A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.


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: January 24, 2017


EXHIBIT INDEX

 

Exhibit

No.

  

Exhibit

99.1    Press Release, dated December 22, 2016: London Arbitration Tribunal Rules Contract Between Corporacion Navios S.A. and Vale International S.S. in Full Force.
99.2    Press Release, dated November 22, 2016: Navios Maritime Holdings Inc. Reports Financial Results for the Third Quarter and Nine Months Ended September 30, 2016.
EX-99.1

Exhibit 99.1

London Arbitration Tribunal Rules Contract Between

Corporacion Navios S.A. and Vale International S.A. in Full Force

MONACO, 12/22/16 — Navios Maritime Holdings Inc. (NYSE: NM) and its subsidiary, Navios South American Logistics Inc. (“Navios”), announced today that on December 21, 2016, a London arbitration tribunal ruled the 20-year contract (the “Contract”) between Corporacion Navios S.A. and Vale International S.A. (“Vale”) for the iron ore port under construction to be in full force and effect.

After receiving written notice from Vale repudiating the Contract, Navios initiated arbitration proceedings in London pursuant to the dispute resolution provisions of the Contract. On December 21, 2016 the arbitration tribunal issued its decision that the Contract remains in full force and effect. The arbitration tribunal also determined that Navios may elect to terminate the Contract if Vale were to further repudiate or renounce the Contract and then would be entitled to damages calculated by reference to guaranteed volumes and agreed tariffs for the remaining period of the Contract.

About Navios Maritime Holdings Inc.

Navios Maritime Holdings Inc. (NYSE:NM) is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of dry bulk commodities including iron ore, coal and grain. For more information about Navios Holdings please visit our website: www.navios.com

About Navios South American Logistics Inc.

Navios South American Logistics Inc. is one of the largest logistics companies in the Hidrovia region of South America, focusing on the Hidrovia region river system, the main navigable river system in the region, and on cabotage trades along the eastern coast of South America. Navios Logistics serves the storage and marine transportation needs of its petroleum, agricultural and mining customers through its port terminals, river barge and coastal cabotage operations. For more information about Navios Logistics please visit its website: www.navios-logistics.com.

Forward Looking Statements—Safe Harbor

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, including 2016 and 2017 cash flow generation, future contracted revenues, potential capital gains, our ability to take advantage of dislocation in the market, and Navios Holdings’ growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “may,” “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 revenue and time charters. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by Navios Holdings at the time these statements were made. Although Navios Holdings 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 Navios Holdings. 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


uncertainty relating to global trade, including prices of seaborne commodities and continuing issues related to seaborne volume and ton miles, our continued ability to enter into long-term time charters, our ability to maximize the use of our vessels, expected demand in the dry cargo shipping sector in general and the demand for our Panamax, Capesize and UltraHandymax vessels in particular, fluctuations in charter rates for dry cargo carriers vessels, the aging of our fleet and resultant increases in operations costs, the loss of any customer or charter or vessel, the financial condition of our customers, changes in the availability and costs of funding due to conditions in the bank market, capital markets and other factors, increases in costs and expenses, including but not limited to: crew wages, insurance, provisions, port expenses, lube oil, bunkers, repairs, maintenance, and general and administrative expenses, the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business, general domestic and international political conditions, competitive factors in the market in which Navios Holdings operates; risks associated with operations outside the United States; and other factors listed from time to time in Navios Holdings’ filings with the Securities and Exchange Commission, including its Form 20-F’s and Form 6-K’s. Navios Holdings 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 Navios Holdings’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Navios Holdings makes no prediction or statement about the performance of its common stock.

Contact:

Navios Maritime Holdings Inc.

+1.212.906.8643

investors@navios.com

Navios South American Logistics Inc.

+1.212.906.8646

investors@navios-logistics.com

EX-99.2

Exhibit 99.2

Navios Maritime Holdings Inc. Reports Financial Results for the Third Quarter and Nine Months Ended September 30, 2016

 

    $113.1 million revenue for Q3 2016

 

    $2.1 million net cash from operating activities for Q3 2016

 

    $38.5 million adjusted EBITDA for Q3 2016

 

    $163.3 million of cash as of September 30, 2016

 

    Liability Management:

 

    Unsecured bond repurchases

 

    Series G and Series H ADS Exchange Program

 

    Low cost structure - $1,274 expected reduction in 2017 daily cash breakeven

 

    Chartering strategy – positioned to capture market improvement

MONACO, Nov. 22, 2016 (GLOBE NEWSWIRE) — Navios Maritime Holdings Inc. (“Navios Holdings” or “the Company”) (NYSE:NM), a global, vertically integrated seaborne shipping and logistics company, today reported financial results for the third quarter and nine months ended September 30, 2016.

Angeliki Frangou, Chairman and Chief Executive Officer, stated, “We emphasize cost management, and Navios Holding’s operating cost (G&A plus Opex) is one of the lowest in the industry when compared to our publicly listed shipping peers. We have engaged in a number of initiatives that reduce our 2017 daily cash breakeven by an expected $1,274 or 10.4%. These initiatives include repurchasing about $60 million in face value of our unsecured bonds, reducing the average cost of our charter-in fleet and reducing amortization payments on our commercial bank debt. We have also repurchased $61 million or 36% of the preferred shares outstanding.”

Angeliki Frangou continued: “On the revenue side, we outperformed the spot market through Q3 by approximately 50%. This added over $40.0 million in charter revenue compared to what we would have recorded if we had chartered out vessels at the average spot market rate.”

HIGHLIGHTS – RECENT DEVELOPMENTS

Unsecured Bond Repurchases

Since July 2016, the Company has bought back a total of $58.9 million in par value of its 8 1/8% Senior Notes due 2019 by using $30.5 million of cash.

Other Debt Developments

In September 2016, Navios Holdings entered into a $70.0 million secured credit facility with Navios Maritime Acquisition Corporation. This facility has a fixed interest rate of 8.75% compounded semi-annually to be paid upon maturity on November 15, 2018. As of September 30, 2016, the amount drawn was $50.0 million.

In October 2016, the Company prepaid $15.3 million in one of its secured credit facilities, using $13.8 million cash, thus achieving a $1.5 million benefit to nominal value.

The Company entered into a new facility to refinance one Capesize vessel. The amount drawn under the new facility was $16.1 million. The first instalment will be due 15 months from the loan drawdown. The credit facility bears interest at LIBOR plus 300 bps per annum. The loan has a tenor of six years and an amortization profile of 18 years.

Series G and Series H ADS Exchange Program

On November 8, 2016, the Company announced the completion of its offer to exchange its Series G and Series H Cumulative Redeemable Preferred Shares. A total of 24,431 Series G and Series H were validly tendered representing an aggregate nominal value of $61.1 million. We reduced our annual dividend obligation by $5.3 million and we also eliminated $4.0 million of accrued dividends. The consideration for the exchange comprised of $8.7 million in cash and the issuance of a total of 7.6 million shares of common stock representing a 28% to par cost.


Low Cost Structure - $1,274 Expected Reduction in 2017 Daily Cash Breakeven

Navios Holdings is expected to achieve a reduction of $1,274 in 2017 daily cash breakeven based on the following initiatives:

 

    Reduction in bank debt cash requirements by $11.4 million for the next 15 months

 

    Reduction of annual interest expense by $4.8 million though its $58.9 million unsecured bond repurchases

 

    Reduction in cash breakeven of its chartered-in fleet following the chartering of seven new vessels at an average daily charter-in cost of $6,827 for 2017

The total estimated available days of the Core Fleet, as detailed in Exhibit II, are 23,296, including 2,555 days added after charter-in fleet reconfiguration.

Time Charter Coverage – Positioned to Capture Market Improvement

Navios Holdings controls a fleet of 66 vessels totaling 6.7 million dwt, of which 40 are owned and 26 are chartered-in under long-term charters. Navios Holdings currently operates 59 vessels (19 Capesize, 19 Panamax, 19 Ultra Handymax and two Handysize vessels) totaling 6.0 million dwt. The current average age of the operating fleet is 7.8 years. Additionally, Navios Holdings has seven charter-in vessels expected to be delivered at various dates beginning in the fourth quarter of 2016 through the first quarter of 2017.

As of November 14, 2016, Navios Holdings has chartered-out 93.2% (including 20.6% days at index-linked charters), and 35.2% (including 26.7% days at index-linked charters) of available days for the remaining three months of 2016 and for 2017, respectively, which are expected to generate $29.9 million and $18.6 million in base revenue, respectively. The average daily charter-out base rate for the Core Fleet is estimated at $7,829 and $9,341 for the remaining three months of 2016 and for 2017, respectively. The average daily charter-in rate for the active long-term charter-in vessels for the remaining three months of 2016 is estimated at $12,187.

The above figures do not include the fleet of Navios South American Logistics Inc. (“Navios Logistics”) and vessels servicing contracts of affreightment (collectively, the “Core Fleet”).

Exhibit II provides certain details of the Navios Holdings’ fleet. It does not include the fleet of Navios Logistics.

Earnings Highlights

EBITDA, Adjusted EBITDA, Adjusted Net Loss and Adjusted Basic Loss per Share are non-U.S. GAAP financial measures and should not be used in isolation or as a substitution for Navios Holdings’ results calculated in accordance with U.S. GAAP.

See Exhibit I under the heading, “Disclosure of Non-GAAP Financial Measures,” for a discussion of EBITDA, Adjusted EBITDA, Adjusted Net Loss and Adjusted Basic Loss per Share of Navios Holdings (including Navios Logistics), and EBITDA of Navios Logistics (on a stand-alone basis), and a reconciliation of such measures to the most comparable measures calculated under U.S. GAAP.

Third Quarter 2016 and 2015 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):

The third quarter 2016 and 2015 information presented below was derived from the unaudited condensed consolidated financial statements for the respective periods.

 

     Three Month
Period Ended
September 30,

2016
     Three Month
Period Ended
September 30,

2015
 
     (unaudited)      (unaudited)  

Revenue

   $ 113,087       $ 130,955   

Net Loss

   $ (27,503    $ (22,061

Adjusted Net Loss (2) (3)

   $ (22,420    $ (20,278

Net cash provided by operating activities

   $ 2,140       $ 20,639   

EBITDA

   $ 46,389       $ 37,755   

Adjusted EBITDA (1) (2)

   $ 38,465       $ 39,538   

Basic Loss per Share

   $ (0.30    $ (0.25

Adjusted Basic Loss per share (2) (3)

   $ (0.25    $ (0.23


(1) Adjusted EBITDA for the three months ended September 30, 2016 exclude (a) gain on bond extinguishment of $16.0 million and (b) $8.0 million loss relating to our share in Navios Maritime Partners L.P. (“Navios Partners”) impairment losses.
(2) Adjusted EBITDA, Adjusted Net Loss and Adjusted Basic Loss Per Share for the three months ended September 30, 2015 have been adjusted to exclude $1.8 million non-cash loss on available-for-sale securities.
(3) Adjusted Net Loss and Adjusted Basic Loss Per Share for the three months ended September 30, 2016 exclude the amounts referred to in footnote (1) above as well as $13.0 million write-off of intangible assets due to the early redelivery of a charter-in vessel.

Revenue from dry bulk vessel operations for the three months ended September 30, 2016 was $49.7 million as compared to $63.6 million for the same period during 2015. The decrease in dry bulk revenue was mainly attributable to (i) a decrease in available days of our fleet by 1,030 days, mainly due to a decrease in short-term charter-in and long-term charter-in fleet available days; and (ii) the decline in the freight market during 2016, as compared to the same period in 2015.

Revenue from the logistics business was $63.4 million for the three months ended September 30, 2016 as compared to $67.3 million for the same period during 2015. The decrease was mainly attributable to (i) a decrease in the volume of cargo moved in the dry port terminal; and (ii) a decrease in the number of available days of the cabotage fleet, and was partially mitigated by an increase in sales of products in the liquid terminal.

Net Loss of Navios Holdings was $27.5 million and $22.1 million for the three months ended September 30, 2016 and 2015, respectively. Net Loss was affected by the items described in the table above. Excluding these items, Adjusted Net Loss of Navios Holdings for the three months ended September 30, 2016 was $22.4 million as compared to $20.3 million for the same period of 2015. The $2.1 million increase in Adjusted Net Loss was mainly due to (i) an increase in depreciation and amortization by $1.0 million; (ii) a decrease in Adjusted EBITDA by $1.0 million; (iii) an increase in amortization for deferred drydock and special survey costs of $0.4 million; (iv) an increase in income tax expense of $0.3 million; and (v) an increase in share-based compensation expense of $0.1 million. This overall increase of $2.8 million was partially mitigated by a decrease in interest expense and finance cost, net by $0.7 million.

Net income of Navios Logistics was $2.8 million for the three month period ended September 30, 2016 as compared to $10.6 million for the same period in 2015.

Adjusted EBITDA of Navios Holdings for the three months ended September 30, 2016 decreased by $1.0 million to $38.5 million as compared to $39.5 million for the same period of 2015. The $1.0 million decrease in Adjusted EBITDA was primarily due to (i) a $17.9 million decrease in revenue; and (ii) a $9.5 million decrease in equity in net earnings from affiliated companies. This overall decrease of $27.4 million was partially mitigated by (i) a $21.6 million decrease in time charter, voyage and logistics business expenses; (ii) a $2.9 million decrease in net income attributable to noncontrolling interest; (iii) a $1.0 million decrease in other expense, net; (iv) a $0.6 million decrease in direct vessel expenses (excluding the amortization of deferred drydock and special survey costs); and (v) a $0.3 million decrease in general and administrative expenses (excluding share-based compensation expenses).

EBITDA of Navios Logistics was $19.1 million for the three month period ended September 30, 2016 as compared to $26.2 million for the same period in 2015.


Nine Months Ended September 30, 2016 and 2015 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):

The information for the nine month period ended September 30, 2016 and 2015 presented below was derived from the unaudited condensed consolidated financial statements for the respective periods.

 

     Nine Month
Period Ended
September 30,

2016
     Nine Month
Period Ended
September 30,

2015
 
     (unaudited)      (unaudited)  

Revenue

   $ 320,307       $ 369,074   

Net Loss

   $ (61,384    $ (73,552

Adjusted Net Loss (2) (3)

   $ (56,301    $ (71,769

Net cash provided by operating activities

   $ 42,277       $ 22,378   

EBITDA

   $ 122,867       $ 96,701   

Adjusted EBITDA (1) (2)

   $ 114,943       $ 98,484   

Basic Loss per Share

   $ (0.69    $ (0.81

Adjusted Basic Loss per share (2) (3)

   $ (0.64    $ (0.80

 

(1) Adjusted EBITDA for the nine months ended September 30, 2016 exclude (a) gain on bond extinguishment of $16.0 million and (b) $8.0 million loss relating to our share in Navios Partners’ impairment losses.
(2) Adjusted EBITDA, Adjusted Net Loss and Adjusted Basic Loss Per Share for the nine months ended September 30, 2015 have been adjusted to exclude $1.8 million non-cash loss on available-for-sale securities.
(3) Adjusted Net Loss and Adjusted Basic Loss Per Share for the nine months ended September 30, 2016 exclude the amounts referred in footnote (1) above as well as $13.0 million write-off of intangible assets due to the early redelivery of a charter-in vessel.

Revenue from dry bulk vessel operations for the nine months ended September 30, 2016 was $142.9 million as compared to $170.4 million for the same period during 2015. The decrease in dry bulk revenue was mainly attributable to (i) a decrease in available days of our fleet by 1,056 days, mainly due to a decrease in short-term charter-in and long-term charter-in fleet available days; and (ii) the decline in the freight market during 2016, as compared to the same period in 2015.

Revenue from the logistics business was $177.4 million for the nine months ended September 30, 2016 as compared to the $198.7 million for the same period of 2015. This decrease was mainly attributable to (i) a decrease in sales of products in the liquid terminal, due to lower volume and price of products sold; (ii) a decrease in products transported in the dry and liquid port terminals; and (iii) a decrease in the number of available days of the cabotage fleet. This overall decrease was partially mitigated by an increase in dry and liquid cargoes transported in the barge business.

Net Loss of Navios Holdings was $61.4 million and $73.6 million for the nine months ended September 30, 2016 and 2015, respectively. Net Loss was affected by the items described in the table above. Excluding these items, Adjusted Net Loss of Navios Holdings for the nine months ended September 30, 2016 was $56.3 million as compared to $71.8 million for the same period of 2015. The $15.5 million decrease in Adjusted Net Loss was mainly due to (i) an increase in Adjusted EBITDA of $16.4 million; (ii) a decrease in interest expense and finance cost, net of $2.1 million; and (iii) a decrease in depreciation and amortization of $0.6 million. This overall decrease of $19.1 million was partially mitigated by (i) an increase in income tax expense of $2.7 million; (ii) an increase of $0.6 million in amortization for deferred drydock and special survey costs; and (iii) an increase of $0.3 million in share-based compensation expense.

Net income of Navios Logistics was $15.8 million for the nine month period ended September 30, 2016 as compared to $20.9 million for the same period in 2015.

Adjusted EBITDA of Navios Holdings for the nine month period ended September 30, 2016 increased by $16.4 million to $114.9 million as compared to $98.5 million for the same period of 2015. The $16.4 million increase in Adjusted EBITDA was primarily due to (i) a $66.9 million decrease in time charter, voyage and logistics business expenses; (ii) a $15.5 million increase in other income, net; (iii) a $3.0 million decrease in general and administrative expenses (excluding share-based compensation expenses); a $2.9 million decrease in direct vessel expenses (excluding the amortization of deferred drydock and special survey costs); and a $1.9 million decrease in net income attributable to the noncontrolling interest. This overall increase of $90.2 million was partially mitigated by (i) a $48.8 million decrease in revenue; and (ii) a $25.0 million decrease in equity in net earnings from affiliated companies.

EBITDA of Navios Logistics was $60.9 million for the nine month period ended September 30, 2016 as compared to $64.5 million for the same period in 2015.

Fleet Summary Data:

The following table reflects certain key indicators indicative of the performance of the Navios Holdings’ dry bulk operations (excluding the Navios Logistics fleet) and its fleet performance for the three and nine month periods ended September 30, 2016 and 2015, respectively.


     Three Month
Period Ended
September 30,
2016
    Three Month
Period Ended
September 30,
2015
    Nine Month
Period Ended
September 30,
2016
    Nine Month
Period Ended
September 30,
2015
 
     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  

Available Days (1)

     5,215        6,245        16,373        17,429   

Operating Days (2)

     5,206        6,122        16,238        17,188   

Fleet Utilization (3)

     99.8     98.0     99.2     98.6

Equivalent Vessels (4)

     57        68        60        64   

TCE (5)

   $ 9,010      $ 8,570      $ 8,102      $ 7,776   

 

(1) Available days for the fleet are total calendar days the vessels were in Navios Holdings’ possession for the relevant period after subtracting off-hire days associated with major repairs, drydocking 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 of generating revenues.
(2) Operating days are the number of available days in the relevant period less the aggregate number of days that the 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 relevant period during which vessels actually generate revenues.
(3) Fleet utilization is the percentage of time that Navios Holdings’ vessels were available for generating revenue, and is determined by dividing the number of operating days during a relevant period by the number of available days during that period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels.
(4) Equivalent Vessels is defined as the total available days during a relevant period divided by the number of days of this period.
(5) Time charter equivalent rate (“TCE”) is defined as voyage and time charter revenues less voyage expenses during a relevant period divided by the number of available days during the period.

Conference Call:

As previously announced, Navios Holdings will host a conference call today, November 22, 2016, at 8:30 am ET, at which time Navios Holdings’ senior management will provide highlights and commentary on earnings results for the third quarter and nine months ended September 30, 2016.

A supplemental slide presentation will be available on the Navios Holdings website at www.navios.com under the “Investors” section by 8:00 am ET on the day of the call.

Conference Call details:

Call Date/Time: Tuesday, November 22, 2016, at 8:30 am ET

Call Title: Navios Holdings Q3 2016 Financial Results Conference Call

US Dial In: +1.877.480.3873

International Dial In: +1.404.665.9927

Conference ID: 9000 2820

The conference call replay will be available shortly after the live call and remain available for one week at the following numbers:

US Replay Dial In: +1.800.585.8367

International Replay Dial In: +1.404.537.3406

Conference ID: 9000 2820

This call will be simultaneously Webcast. The Webcast will be available on the Navios Holdings website, www.navios.com, under the “Investors” section. The Webcast will be archived and available at the same Web address for two weeks following the call.


About Navios Maritime Holdings Inc.

Navios Maritime Holdings Inc. (NYSE:NM) is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of dry bulk commodities including iron ore, coal and grain. For more information about Navios Holdings please visit our website: www.navios.com.

About Navios South American Logistics Inc.

Navios South American Logistics Inc. is one of the largest logistics companies in the Hidrovia region of South America, focusing on the Hidrovia region river system, the main navigable river system in the region, and on cabotage trades along the eastern coast of South America. Navios Logistics serves the storage and marine transportation needs of its petroleum, agricultural and mining customers through its port terminals, river barge and coastal cabotage operations. For more information about Navios Logistics please visit its website: www.navios-logistics.com.

About Navios Maritime Partners L.P.

Navios Maritime Partners L.P. (NYSE:NMM) is a publicly traded master limited partnership which owns and operates container and dry cargo vessels. For more information, please visit its website at www.navios-mlp.com.

About Navios Maritime Acquisition Corporation

Navios Acquisition (NYSE:NNA) is an owner and operator of tanker vessels focusing on the transportation of petroleum products (clean and dirty) and bulk liquid chemicals. For more information about Navios Acquisition, please visit its website: www.navios-acquisition.com.

About Navios Maritime Midstream Partners L.P.

Navios Maritime Midstream Partners L.P. (NYSE:NAP) is a publicly traded master limited partnership which owns and operates crude oil tankers under long-term employment contracts. For more information, please visit its website at www.navios-midstream.com.

Forward Looking Statements - Safe Harbor

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, including 2016 and 2017 cash flow generation, future contracted revenues, potential capital gains, our ability to take advantage of dislocation in the market, and Navios Holdings’ growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “may,” “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 revenue and time charters. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by Navios Holdings at the time these statements were made. Although Navios Holdings 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 Navios Holdings. 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 uncertainty relating to global trade, including prices of seaborne commodities and continuing issues related to seaborne volume and ton miles, our continued ability to enter into long-term time charters, our ability to maximize the use of our vessels, expected demand in the dry cargo shipping sector in general and the demand for our Panamax, Capesize and UltraHandymax vessels in particular, fluctuations in charter rates for dry cargo carriers vessels, the aging of our fleet and resultant increases in operations costs, the loss of any customer or charter or vessel, the financial condition of our customers, changes in the availability and costs of funding due to conditions in the bank market, capital markets and other factors, increases in costs and expenses, including but not limited to: crew wages, insurance, provisions, port expenses, lube oil, bunkers, repairs, maintenance, and general and administrative expenses, the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business, general domestic and international political conditions, competitive factors in the market in which Navios Holdings operates; risks associated with operations outside the United States; and other factors listed from time to time in Navios Holdings’ filings with the Securities and Exchange Commission, including its Form 20-F’s and Form 6-K’s. Navios Holdings 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 Navios Holdings’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Navios Holdings makes no prediction or statement about the performance of its common stock.

EXHIBIT I

NAVIOS MARITIME HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in thousands of U.S. dollars — except share and per share data)

 

     Three Month     Three Month     Nine Month     Nine Month  
     Period Ended     Period Ended     Period Ended     Period Ended  
     September 30,     September 30,     September 30,     September 30,  
     2016     2015     2016     2015  
     (unaudited)     (unaudited)     (unaudited)     (unaudited)  

Revenue

   $ 113,087      $ 130,955      $ 320,307      $ 369,074   

Administrative fee revenue from affiliates

     5,472        4,142        16,417        11,946   

Time charter, voyage and logistics business expenses

     (41,846     (63,386     (124,322     (191,176

Direct vessel expenses(1)

     (33,269     (33,751     (98,028     (100,316

General and administrative expenses incurred on behalf of affiliates

     (5,472     (4,142     (16,417     (11,946

General and administrative expenses(2)

     (6,182     (6,303     (19,012     (21,782

Depreciation and amortization

     (41,432     (27,356     (88,391     (76,040

Interest expense and finance cost, net

     (26,809     (27,534     (81,257     (83,410

Gain on bond extinguishment

     15,956        —          15,956        —     

Other (expense)/income, net

     (3,844     (6,709     5,290        (11,944
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before equity in net earnings of affiliated companies

     (24,339     (34,084     (69,457     (115,594

Equity in net (loss)/earnings of affiliated companies

     (735     16,828        15,641        48,708   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before taxes

   $ (25,074   $ (17,256   $ (53,816   $ (66,886

Income tax (expense)/ benefit

     (1,413     (955     (1,837     888   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (26,487     (18,211     (55,653     (65,998

Less: Net income attributable to the noncontrolling interest

     (1,016     (3,850     (5,731     (7,554
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Navios Holdings common stockholders

   $ (27,503   $ (22,061   $ (61,384   $ (73,552
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss attributable to Navios Holdings common stockholders, basic and diluted

   $ (31,490   $ (26,115   $ (73,312   $ (85,772
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted net losses per share attributable to Navios Holdings common stockholders

   $ (0.30   $ (0.25   $ (0.69   $ (0.81
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares, basic and diluted

     106,423,653        106,409,052        106,157,410        105,641,650   

 

(1) Includes expenses of Navios Logistics of $21.0 million and $21.4 million for the three months ended September 30, 2016 and 2015, respectively and $59.1 million and $62.3 million for the nine months ended September 30, 2016 and 2015, respectively.
(2) Includes expenses of Navios Logistics of $3.4 million and $3.1 million for the three months ended September 30, 2016 and 2015, respectively and $10.3 million and $10.6 million for the nine months ended September 30, 2016 and 2015, respectively.


NAVIOS MARITIME HOLDINGS INC.

Other Financial Data

 

     September 30,     December 31,  
     2016     2015  
     (unaudited)     (unaudited)  

ASSETS

    

Cash and cash equivalents, including restricted cash

   $ 163,326      $ 176,892   

Other current assets

     132,844        126,067   

Deposits for vessels, port terminals and other fixed assets

     116,424        73,949   

Vessels, port terminal and other fixed assets, net

     1,844,143        1,823,961   

Other non-current assets

     456,048        447,151   

Goodwill and other intangibles

     288,876        310,793   
  

 

 

   

 

 

 

Total assets

   $ 3,001,661      $ 2,958,813   
  

 

 

   

 

 

 

LIABILITIES AND EQUITY

    

Current liabilities, excluding current portion of long-term debt, net

     224,539        209,912   

Senior and ship mortgage notes, net

     1,322,218        1,350,941   

Long-term debt, including current portion of long term debt, net

     276,407        230,367   

Other non-current liabilities

     122,042        57,041   

Total stockholders’ equity

     1,056,455        1,110,552   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 3,001,661      $ 2,958,813   
  

 

 

   

 

 

 
     Nine Month
Period Ended
September 30,
2016
    Nine Month
Period Ended
September 30,
2015
 
     (unaudited)     (unaudited)  

Net cash provided by operating activities

   $ 42,277      $ 22,378   

Net cash used in investing activities

   $ (129,409   $ (27,624

Net cash provided by/(used in) financing activities

   $ 82,275      $ (68,950

Disclosure of Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, Adjusted Net Loss and Adjusted Basic Loss per Share are “non-U.S. GAAP financial measures” and should not be used in isolation or considered substitutes for net income/ (loss), cash flow from operating activities and other operations or cash flow statement data prepared in accordance with generally accepted accounting principles in the United States.

EBITDA represents net (loss)/income attributable to Navios Holdings’ common stockholders before interest and finance costs, before depreciation and amortization, before income taxes and before stock-based compensation. Adjusted EBITDA represents EBITDA, excluding certain items as described under “Earnings Highlights”. Adjusted Loss and Adjusted Basic Loss per Share, represent Net Loss and Basic Loss per Share, excluding certain items as described under “Earnings Highlights”. We use EBITDA and Adjusted EBITDA as liquidity measures and reconcile EBITDA and Adjusted EBITDA to net cash provided by operating activities, the most comparable U.S. GAAP liquidity measure. EBITDA is calculated as follows: net cash


provided by operating activities adding back, when applicable and as the case may be, the effect of (i) net increase/(decrease) in operating assets, (ii) net (increase)/decrease in operating liabilities, (iii) net interest cost, (iv) deferred finance charges and gains/(losses) on bond and debt extinguishment, (v) provision for losses on accounts receivable, (vi) equity in affiliates, net of dividends received, (vii) payments for drydock and special survey costs, (viii) noncontrolling interest, and (ix) loss on sale and reclassification to earnings of available–for-sale securities and impairment charges. Navios Holdings believes that EBITDA and Adjusted EBITDA are a basis upon which liquidity can be assessed and represents useful information to investors regarding Navios Holdings’ ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and pay dividends. Navios Holdings also believes that EBITDA and Adjusted EBITDA are used (i) by prospective and current lessors as well as potential lenders to evaluate potential transactions; (ii) to evaluate and price potential acquisition candidates; and (iii) by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

EBITDA and Adjusted EBITDA are presented to provide additional information with respect to the ability of Navios Holdings to satisfy its respective obligations, including debt service, capital expenditures, working capital requirements and pay dividends. While EBITDA and Adjusted EBITDA are frequently used as measures of operating results and the ability to meet debt service requirements, the definitions of EBITDA and Adjusted EBITDA used here may not be comparable to those used by other companies due to differences in methods of calculation.

EBITDA and Adjusted EBITDA have limitations as an analytical tool, and therefore, should not be considered in isolation or as a substitute for the analysis of Navios Holdings’ results as reported under U.S. GAAP. Some of these limitations are: (i) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, working capital needs; (ii) EBITDA and Adjusted EBITDA do not reflect the amounts necessary to service interest or principal payments on our debt and other financing arrangements; and (iii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future. EBITDA and Adjusted EBITDA do not reflect any cash requirements for such capital expenditures. Because of these limitations, among others, EBITDA and Adjusted EBITDA should not be considered as a principal indicator of Navios Holdings’ performance. Furthermore, our calculation of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies due to differences in methods of calculation.

Navios Logistics’ EBITDA is used to measure its operating performance.

The following tables provide a reconciliation of EBITDA and Adjusted EBITDA of Navios Holdings (including Navios Logistics) and EBITDA of Navios Logistics on a stand-alone basis:

Navios Holdings Reconciliation of EBITDA and Adjusted EBITDA to Cash from Operations

 

Three Months Ended    September 30,
2016
     September 30,
2015
 
(in thousands of U.S. dollars)    (unaudited)      (unaudited)  

Net cash provided by operating activities

   $ 2,140       $ 20,639   

Net increase in operating assets

     8,247         30,837   

Net (increase) in operating liabilities

     (3,381      (45,771

Net interest cost

     26,809         27,534   

Deferred finance charges

     (1,359      (1,135

Provision for losses on accounts receivable

     (453      (95

Equity in affiliates, net of dividends received

     (4,857      7,512   

Payments for drydock and special survey costs

     4,303         3,867   

Noncontrolling interest

     (1,016      (3,850

Loss on sale and reclassification to earnings of available for sale securities

     —           (1,783

Gain on bond extinguishment

     15,956         —     
  

 

 

    

 

 

 

EBITDA

   $ 46,389       $ 37,755   
  

 

 

    

 

 

 

Gain on bond extinguishment

     (15,956      —     

Other items from affiliates (share in Navios Partner’s impairment loss)

     8,032         —     

Reclassification to earnings of available for sale securities

     —           1,783   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 38,465       $ 39,538   
  

 

 

    

 

 

 


Navios Logistics EBITDA Reconciliation to Net Income

 

Three Months Ended    September 30,
2016
     September 30,
2015
 
(in thousands of U.S. dollars)    (unaudited)      (unaudited)  

Net income

   $ 2,807       $ 10,642   

Depreciation and amortization

     7,679         6,486   

Amortization of deferred drydock and special survey costs

     1,680         1,656   

Interest expense and finance cost, net

     5,638         6,521   

Income tax expense

     1,341         880   
  

 

 

    

 

 

 

EBITDA

   $ 19,145       $ 26,185   
  

 

 

    

 

 

 

Navios Holdings Reconciliation of EBITDA and Adjusted EBITDA to Cash from Operations

 

Nine Months Ended    September 30,
2016
     September 30,
2015
 
(in thousands of U.S. dollars)    (unaudited)      (unaudited)  

Net cash provided by operating activities

   $ 42,277       $ 22,378   

Net decrease/ (increase) in operating assets

     20,023         (28,671

Net (increase) in operating liabilities

     (36,537      (9,142

Net interest cost

     81,257         83,410   

Deferred finance charges

     (4,054      (3,290

Provision for losses on accounts receivable

     (602      (104

Equity in affiliates, net of dividends received

     3,248         21,674   

Payments for drydock and special survey costs

     7,375         19,783   

Noncontrolling interest

     (5,731      (7,554

Loss on sale and reclassification to earnings of available for sale securities

     (345      (1,783

Gain on bond extinguishment

     15,956         —     
  

 

 

    

 

 

 

EBITDA

   $ 122,867       $ 96,701   
  

 

 

    

 

 

 

Gain on bond extinguishment

     (15,956      —     

Other items from affiliates (share in Navios Partner’s impairment loss)

     8,032         —     

Reclassification to earnings of available for sale securities

     —           1,783   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 114,943       $ 98,484   
  

 

 

    

 

 

 


Navios Logistics EBITDA Reconciliation to Net Income

 

Nine Months Ended    September 30,
2016
     September 30,
2015
 
(in thousands of U.S. dollars)    (unaudited)      (unaudited)  

Net income

   $ 15,843       $ 20,880   

Depreciation and amortization

     20,740         19,544   

Amortization of deferred drydock and special survey costs

     5,065         5,119   

Interest expense and finance cost, net

     17,671         20,069   

Income tax expense/(benefit)

     1,623         (1,105
  

 

 

    

 

 

 

EBITDA

   $ 60,942       $ 64,507   
  

 

 

    

 

 

 

Core Fleet - Owned Vessels

EXHIBIT II

 

                                                                                      

Vessel Name

   Vessel Type    Year Built    Deadweight
(in metric tons)
 

Navios Serenity

   Handysize    2011      34,690   

Navios Ionian

   Ultra Handymax    2000      52,067   

Navios Horizon

   Ultra Handymax    2001      50,346   

Navios Herakles

   Ultra Handymax    2001      52,061   

Navios Achilles

   Ultra Handymax    2001      52,063   

Navios Vector

   Ultra Handymax    2002      50,296   

Navios Meridian

   Ultra Handymax    2002      50,316   

Navios Mercator

   Ultra Handymax    2002      53,553   

Navios Arc

   Ultra Handymax    2003      53,514   

Navios Hios

   Ultra Handymax    2003      55,180   

Navios Kypros

   Ultra Handymax    2003      55,222   

Navios Astra

   Ultra Handymax    2006      53,468   

Navios Ulysses

   Ultra Handymax    2007      55,728   

Navios Celestial

   Ultra Handymax    2009      58,063   

Navios Vega

   Ultra Handymax    2009      58,792   

Navios Magellan

   Panamax    2000      74,333   

Navios Star

   Panamax    2002      76,662   

Navios Northern Star

   Panamax    2005      75,395   

Navios Amitie

   Panamax    2005      75,395   

Navios Taurus

   Panamax    2005      76,596   

Navios Asteriks

   Panamax    2005      76,801   

N Amalthia

   Panamax    2006      75,318   

N Bonanza

   Panamax    2006      76,596   

Navios Galileo

   Panamax    2006      76,596   

Navios Avior

   Panamax    2012      81,355   

Navios Centaurus

   Panamax    2012      81,472   

Navios Sphera

   Panamax    2016      84,872   

Navios Stellar

   Capesize    2009      169,001   

Navios Bonavis

   Capesize    2009      180,022   

Navios Happiness

   Capesize    2009      180,022   

Navios Phoenix

   Capesize    2009      180,242   

Navios Lumen

   Capesize    2009      180,661   

Navios Antares

   Capesize    2010      169,059   

Navios Etoile

   Capesize    2010      179,234   


                                                                                      

Navios Bonheur

   Capesize    2010      179,259   

Navios Altamira

   Capesize    2011      179,165   

Navios Azimuth

   Capesize    2011      179,169   

Navios Ray

   Capesize    2012      179,515   

Navios Gem

   Capesize    2014      181,336   

Navios Mars

   Capesize    2016      181,259   

Core Fleet - Long term Chartered-in Fleet in Operation

 

                                                                                                                   

Vessel Name

   Vessel Type    Year
Built
   Deadweight
(in metric tons)
     Purchase
Option(1)
 

Navios Lyra

   Handysize    2012      34,718         Yes (2) 

Navios Primavera

   Ultra Handymax    2007      53,464         Yes   

Mercury Ocean

   Ultra Handymax    2008      53,452         No   

Navios Oriana

   Ultra Handymax    2012      61,442         Yes   

Navios Mercury

   Ultra Handymax    2013      61,393         Yes   

Navios Venus

   Ultra Handymax    2015      61,339         Yes   

Navios Aldebaran

   Panamax    2008      76,500         Yes   

Navios Marco Polo

   Panamax    2011      80,647         Yes   

Navios Southern Star

   Panamax    2013      82,224         Yes   

Sea Victory

   Panamax    2014      77,095         Yes   

Navios Amber

   Panamax    2015      80,994         Yes   

Navios Sky

   Panamax    2015      82,056         Yes   

Navios Coral

   Panamax    2016      84,904         Yes   

Navios Koyo

   Capesize    2011      181,415         Yes   

Dream Canary

   Capesize    2015      180,528         Yes   

Dream Coral

   Capesize    2015      181,249         Yes   

Navios Felix

   Capesize    2016      181,221         Yes   

Core Fleet - Long-term Chartered-in Fleet to be Delivered

 

                                                                                                                   

Vessels

   Vessel Type    Delivery
Date
   Deadweight
(in metric tons)
     Purchase
Option
 

Kouju Lily

   Handymax    Q4 2016      58,872         No   

Osmarine

   Panamax    Q1 2017      76,000         No   

KM Imabari

   Panamax    Q1 2017      76,000         No   

Navios Citrine

   Panamax    Q1 2017      81,000         Yes   

Navios Dolphin

   Panamax    Q1 2017      81,000         Yes   

Equator Prosper

   Capesize    Q1 2017      170,000         No   

Pacific Explorer

   Capesize    Q1 2017      177,000         No   


Kleimar Controlled Fleet - Long-term Chartered-in Fleet in Operation

 

                                                                                                                   

Vessel Name

   Vessel Type    Year
Built
   Deadweight
(in metric tons)
     Purchase
Option(1)
 

King Ore

   Capesize    2010      176,800         Yes   

Navios Obeliks

   Capesize    2012      181,415         Yes   

 

(1) Generally, Navios Holdings may exercise its purchase option after three to five years of service.
(2) Navios Holdings holds the initial 50% purchase option on the vessel.

Contact:

Navios Maritime Holdings Inc.

+1.212.906.8643

investors@navios.com

 

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Navios Maritime Holdings, Inc.