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 29, 2007
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street, 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
Purcchase of New Vessels; Long Term Time Charter-Outs; Exercise of Option; Financial Results; Quarterly Dividend
On October 29, 2007, Navios issued a press release announcing it has agreed to purchase five new Capesize vessels; entered into long-term time charter-outs for two of its vessels; and exercised its option to acquire the Navios Orbiter. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
In addition, on October 29, 2007, Navios issued a press release announcing the operational and financial results for the third quarter ended September 30, 2007. In addition, the press release announces the declaration of Navios’ quarterly dividend. A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.
This information contained in this Report is hereby incorporated by reference into the Navios Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-141872.
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 30, 2007 |
EXHIBIT INDEX
Exhibit No. | Exhibit | ||
99.1 | Press Release dated October 29, 2007. | ||
99.2 | Press Release dated October 29, 2007. |
Navios Maritime Holdings Inc. Announces
Confirmed Agreements to acquire Three Capesize Vessels for $298 million
Conditional Agreements to acquire Two Capesize Vessels for $190 million
13 Long-Term Charters-In
Two Long-Term Charters-Out
Exercise of Option for Navios Orbiter
PIRAEUS, Greece, October 29, 2007 Navios Maritime Holdings Inc. (Navios or the Company) (NYSE: NM), a large, global, vertically integrated seaborne shipping company, announced that it has agreed to purchase five new Capesize vessels. Three of the Capesize vessels are (i) a Japanese-built vessel (180,000 dwt) with a purchase price of $104.0 million and (ii) two South Korean-built vessels (172,000 dwt) with an average purchase price of $97.0 million. The acquisition of the two remaining Capesize vessels (172,000 dwt), for an aggregate purchase price of $190.0 million, is conditional upon the execution of definitive documentation.
The order details for the five Capesize vessels are as follows:
Vessel |
|
Type |
|
Number of Vessels |
|
Anticipated Delivery Date |
|
DWT |
|
Average Purchase Price |
|
Contract Status |
|
Shipyard |
|
Navios TBN |
|
Capesize |
|
1 |
|
Q4/2009 |
|
180,000 |
|
$104 |
|
Confirmed |
|
Japan |
|
Navios TBN |
|
Capesize |
|
2 |
|
Q4/2009 |
|
172,000 |
|
$97 |
|
Confirmed |
|
So. Korea |
|
Navios TBN |
|
Capesize |
|
2 |
|
Q1/2010 |
|
172,000 |
|
$95 |
|
Conditional |
|
So. Korea |
|
New Long Term Charter-in Vessels
Navios announced today that it has agreed to charter-in 13 newly built vessels, for an average period of ten years, as follows:
Vessel |
|
Type |
|
Number of Vessels |
|
Anticipated Delivery Date |
|
Purchase Option |
|
DWT |
|
Navios TBN |
|
Panamax Kamsarmax |
|
6 |
|
2010/2011 |
|
50%(1) |
|
81,000 |
|
Navios TBN |
|
Handysize |
|
5 |
|
2010/2011 |
|
50%(1) |
|
35,000 |
|
Navios TBN |
|
Ultra Handymax |
|
1 |
|
2011/2012 |
|
100% |
|
60,000 |
|
Navios TBN |
|
Panamax Kamsarmax |
|
1 |
|
2012/2013 |
|
100% |
|
82,100 |
|
(1) |
The initial 50% purchase option on each vessel is held by Navios. If exercised, mutual follow-on options are in place on the remaining 50%. |
Two New Long-Term Charters-out Contracts
Navios announced today that it has entered into long-term time charters-out for two of its Capesize vessels with average charter periods of five years and average charter hire of $51,250 per day, net of commissions. Navios has previously announced the acquisition of these vessels and these two vessels are not included in todays acquisition announcement.
As a result of these charters, Navios has extended the coverage of its core fleet to 100% for 2007, 91.6% for 2008, 54.0% for 2009 and 32.0% for 2010.
The charter-out details are set forth below:
Vessel |
|
Type |
|
Built |
|
DWT |
|
Charter-Out Revenue |
|
Period(2) |
|
Charter Out |
|
Navios TBN |
|
Capesize |
|
Q3/2009 |
|
180,000 |
|
47,400 |
|
5 years |
|
7/01/2009 |
|
Navios TBN |
|
Capesize |
|
Q4/2009 |
|
180,000 |
|
55,100 |
|
5 years |
|
10/1/2009 |
|
(1) |
Net time charter-out rate per day (net of commissions). |
(2) |
Charter agreements include a redelivery time range of 2 to 4 months. |
(3) |
Estimated commencement date of new charter assuming new building delivery. |
Exercise Option for Navios Orbiter
In September 2007, Navios exercised its option to acquire the Navios Orbiter, a 76,602 dwt Panamax vessel built in 2004 that is currently chartered-in on a long-term basis. The vessels purchase price was approximately $20.5 million and market value is estimated at $90 million. Ownership is expected some time in the first quarter of 2008.
About Navios Maritime Holdings Inc.
Navios is a large, global, vertically integrated seaborne shipping company transporting a wide range of drybulk commodities including iron ore, coal and grain. 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; Montevideo, Uruguay and Antwerp, Belgium.
Navioss stock is listed on the NYSE where its Common Shares and Warrants trade under the symbols NM and NM WS, 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.
Contacts
Public & Investor Relations Contact:
Navios Maritime Holdings Inc.
Investor Relations
+1.212.279.8820
investors@navios.com
Navios Maritime Holdings Inc.
Reports Financial Results
for the
Third Quarter ended September 30, 2007
|
|
Strong Financial Performance; |
|
|
EBITDA Increased 65% to $57.9 million |
|
|
Net Income Increased 116% to $36.5 million |
|
|
Revenue Increased by 318% to $212.9 million |
|
|
Quarterly Dividend of $0.0666 per share |
PIRAEUS, GREECE, October 29, 2007 Navios Maritime Holdings Inc. (Navios) (NYSE: NM ), a leading vertically integrated global shipping company specializing in the dry-bulk shipping industry, today reported its financial results for the quarter ended September 30, 2007.
Ms. Angeliki Frangou, Chairman and CEO of Navios, stated: In the third quarter, we delivered strong financial performance, increasing EBITDA by 65%, net income by 116% and revenue by 318%. We also added significantly to the Navios group fleet by committing to acquire five capesize vessels, two of which have already been chartered out for five years, and securing 13 vessels on long-term charter-in contracts.
Financial Highlights
Navios grew EBITDA by 65%, to $57.9 million in the third quarter of 2007 from $35.0 million in the third quarter in 2007. Net income grew by 116% to $36.5 million from $16.9 million. Revenue grew by 318% to $212.9 million from $50.9 million.
Third Quarter 2007 Results (in 000s of US Dollars):
The following table presents consolidated revenue and expense information for the three month periods ended September 30, 2007 and 2006. This information was derived from the unaudited consolidated revenue and expense accounts of Navios for the respective periods.
|
|
Three months ended |
| ||||
|
|
|
2007 |
|
|
2006 |
|
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Revenue |
|
$ |
212,887 |
|
$ |
50,903 |
|
EBITDA |
|
$ |
57,909 |
|
$ |
35,048 |
|
Net income |
|
$ |
36,520 |
|
$ |
16,884 |
|
Revenue: Revenue increased to $212.9 million for the three month period ended September 30, 2007 as compared to the $50.9 million for the same period of 2006.
-1-
Revenue from vessel operations increased by approximately $162.4 million, or 340%, to $210.1 million for the three month period ended September 30, 2007 from $47.7 million for the same period of 2006. This increase is mainly attributable to (a) an increase in the number of operating days, (b) improvement in the market resulting in higher charter-out daily hire rates in the third quarter of 2007 as compared to the same period of 2006, and (c) an increase in the number of Contracts of Affreightment (COAs) serviced by Navios (acquired as part of the acquisition of Kleimar).
Revenue from the port terminal decreased by $0.4 million to $2.8 million for the three month period ended September 30, 2007 as compared to $3.2 million in the same period of 2006. This is due to port terminal throughput volume decrease of approximately 13% to 676,000 tons for the three month period ended September 30, 2007 from 777,000 tons for the same period in 2006.
Gains on FFAs: Income from Forward Freight Agreements (FFAs) decreased by $5.2 million to a gain of $10.2 million during the three month period ended September 30, 2007 as compared to $16.0 million gain for the same period in 2006.
EBITDA: EBITDA increased by $22.9 million to $57.9 million for the three month period ended September 30, 2007 as compared to $35.0 million for the same period of 2006. The increase is mainly attributable to the increase in Revenue by $162.0 million from $50.9 million in the third quarter of 2006 to $212.9 million in the same period of 2007. The above increase was mitigated mainly by the (a) decrease in FFA gains by $5.8 million from $16.0 million in the third quarter of 2006 to $10.2 million in the same period of 2007, (b) increase in time charter and voyage expenses by $132.6 million from $21.8 million in the third quarter of 2006 to $154.4 million in the same period of 2007, (c) increase in the direct vessels expenses by $1.3 million due to the expansion of the owned fleet from 16 vessels in the third quarter of 2006 to 19 vessels in the same period of 2007, and (d) increase in general and administrative expenses by $0.9 million. Other categories (other income/expenses, income from investments in finance leases, income from affiliate companies, etc.) reflected a positive variance of $1.5 million in the third quarter of 2007 relative to the same period in 2006.
Net Income: Net income for the third quarter ended September 30, 2007 was $36.5 million as compared to $16.9 million for the comparable period of 2006. The resultant increase of Net income was primarily due to the $22.9 million increase in EBITDA partially mitigated by a $1.0 million increase in net interest expense, a $0.1 increase in amortization of deferred dry dock and special survey costs and a $2.2 million increase in deferred income taxes calculated for Kleimar.
Liquidity: Navios cash and cash equivalents balance (including restricted cash) on September 30, 2007 was $291.6 million. Navios also has the ability to draw up to $120 million on its revolving credit facility.
-2-
Nine Months ended September 30, 2007 Results (in 000s of US Dollars):
|
|
|
Nine months ended |
| |||
|
|
|
2007 |
|
|
2006 |
|
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Revenue |
|
$ |
449,890 |
|
$ |
153,560 |
|
EBITDA |
|
$ |
135,122 |
|
$ |
84,194 |
|
Net income |
|
$ |
74,485 |
|
$ |
26,790 |
|
Navios earns revenue from owned and chartered-in vessels, COAs and port terminal operations.
Revenue for the nine month period ended September 30, 2007 was $449.9 million as compared to $153.6 million for the same period of 2006. Revenue from vessel operations increased by approximately $295.8 million or 202% to $442.2 million for the nine months ended September 30, 2007 from $146.4 million for the same period of 2006. This increase is mainly attributable to the (a) increase in the operating days, (b) improvement in the market resulting in higher charter-out daily hire rates in the first nine months of 2007 as compared to the same period of 2006, and (c) increase in the number of COAs serviced by Navios (acquired as part of the acquisition of Kleimar).
Revenue from port terminal operations for the nine months ended September 30, 2007 was $7.7 million as compared to $7.2 million in the same period of 2006. This increase in Revenue is attributable to increased throughput for the nine months ended September 30, 2007 of 1.9 million tons as compared to 1.8 million tons in the same period of 2006.
EBITDA was $135.1 million for the first nine months ended September 30, 2007 as compared to $84.2 million for the same period of 2006. This $50.9 million increase in EBITDA is mainly attributable to the (a) gain in FFA trading of $20.3 million in the first nine months of 2007 versus a $19.4 million gain in the same period last year, resulting in a favorable FFA variance of $0.9 million and (b) increase in revenue by $296.3 million from $153.6 million in the first nine months of 2007 to $449.9 million in the same period of 2007. The above increase was mitigated mainly by the (a) increase in time charter and voyage expenses by $239.8 million from $65.2 million in the first nine months of 2007 to $305.0 million in the same period of 2007, (b) increase in the direct vessels expenses by $6.6 million due to the expansion of the owned fleet from 16 vessels in the first nine months of 2007 to 19 vessels in the same period of 2007, and (c) increase in general and administrative expenses by $2.2 million. Other categories (other income/expenses, income from investments in finance leases, income from affiliate companies, etc.) reflected a positive variance of $2.3 million in the first nine months of 2007 relative to the same period in 2006.
Net income for the nine month period ended September 30, 2007 was $74.5 million as compared to $26.8 million for the comparable period of 2006. The resultant increase of Net income was primarily due to the $50.9 million increase in EBITDA and a $6.1
-3-
million decrease in depreciation and amortization. This was mitigated by a $5.0 million increase in net interest expense, a $4.0 million increase in deferred income taxes calculated for Kleimar and a $0.3 million increase in amortization of deferred dry dock and special survey costs.
Time Charter Coverage
Navios has extended its long-term fleet employment by recently agreeing to charter out vessels for periods ranging from three to ten years. As a result, Navios has currently fixed 100.0%, 91.6%, 54.0% and 32.0% of available days in 2007, 2008, 2009 and 2010, respectively, of its fleet (excluding Kleimars vessels, which are primarily utilized to fulfill COAs). This represents contracted revenue (net of commissions) from the current charter agreements of $224.0 million, $254.0 million, $170.9 million and $138.8 million, for 2007, 2008, 2009 and 2010, respectively. Although these charter payments are based on contractual charter rates, the contracts are subject to performance and reflect an estimate of off-hire days for periodic maintenance.
The average contractual daily charter-out rate for the core fleet (excluding Kleimars vessels, which are primarily utilized to fulfill COAs) is $21,479, $24,044, $25,780 and $28,455 for 2007, 2008, 2009 and 2010, respectively. The average daily charter-in rate for the active long-term charter-in vessels for the first nine months of 2007 was $9,519 (excluding Kleimars vessels).
Summary Fleet Data
Set forth below are selected historical and statistical data for Navios that the Company believes may be useful in better understanding the Companys financial position and results of operations.
|
|
Three month period ended |
| ||||
|
|
|
2007 |
|
|
2006 (2) |
|
FLEET DATA |
|
|
|
|
|
|
|
Available days(1)(3) |
|
|
5,207 |
|
|
2,633 |
|
Operating days(4) |
|
|
5,199 |
|
|
2,631 |
|
Fleet utilization(5) |
|
|
99.8 |
% |
|
99.9 |
% |
AVERAGE DAILY RESULTS |
|
|
|
|
|
|
|
Time Charter Equivalents (including FFAs) |
|
$ |
33,090 |
|
$ |
21,643 |
|
Time Charter Equivalents (excluding FFAs) |
|
$ |
31,122 |
|
$ |
15,932 |
|
-4-
|
|
Nine month period ended |
| ||||
|
|
2007 |
|
2006 (2) |
| ||
FLEET DATA |
|
|
|
|
|
|
|
Available days(1)(3) |
|
|
13,125 |
|
|
7,616 |
|
Operating days(4) |
|
|
13,115 |
|
|
7,603 |
|
Fleet utilization(5) |
|
|
99.9 |
% |
|
99.8 |
% |
|
|
|
|
|
|
|
|
AVERAGE DAILY RESULTS |
|
|
|
|
|
|
|
Time Charter Equivalents (including FFAs) |
|
$ |
27,108 |
|
$ |
19,198 |
|
Time Charter Equivalents (excluding FFAs) |
|
$ |
25,561 |
|
$ |
16,656 |
|
(1) |
Navios has currently fixed out (i.e., arranged charters for) 100.0%, 91.6%, 54.0% and 32.0% of available days in 2007, 2008, 2009 and 2010, respectively (excluding Kleimars fleet) |
(2) |
Excludes vessels acquired through the acquisition of Kleimar |
(3) |
Available days for fleet are total calendar days the vessels were in Navioss possession for the relevant period after subtracting off-hire days associated with major repairs, drydocks 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 revenue |
(4) |
Operating days is 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 revenue |
(5) |
Fleet utilization is the percentage of time that Navioss vessels were available for revenue generating available days, 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 companys efficiency in finding suitable employment for its vessels |
Fleet Employment Profile
Exhibit 2 displays the core fleet employment profile of Navios.
-5-
Dividend
Navioss board of directors declared a quarterly cash dividend for the period ended September 30, 2007 of $.0666 per share, payable on December 3, 2007 to record holders on November 19, 2007.
Conference Call
As previously announced, on Tuesday, October 30, 2007 at 08:30 AM EST, the Companys 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:
US Dial In: +1.888.562.3654
International Dial In: +1.973.582.2703
Passcode: 9383447
A supplemental slide presentation will be available on the Navios website (www.navios.com) under the Investors section.
The conference call replay will be available for one week after the call at the following numbers:
US Replay Dial In: +1.877.519.4471
International Replay Dial In: +1.973.341.3080
Passcode: 9383447
This call will be simultaneously Webcast at the following Web address: http://www.videonewswire.com/event.asp?id=43499
The Webcast will be archived and available at this same Web address for one year following the call.
ABOUT NAVIOS MARITIME HOLDINGS INC.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. is a large, global, vertically integrated seaborne shipping company transporting a wide range of drybulk commodities including iron ore, coal and grain. 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; Montevideo, Uruguay and Antwerp, Belgium.
Navioss stock is listed on the NYSE where its Common Shares and Warrants trade under the symbols NM and NM WS, respectively.
Risks and uncertainties are described in reports filed by Navios Maritime Holdings Inc. with the United States Securities and Exchange Commission.
-6-
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 Companys 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 revenue 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 Companys 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 Companys expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
-7-
EXHIBIT 1
NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of US Dollars)
|
|
Notes |
|
September 30, |
|
December 31, |
| ||
|
|
|
|
(unaudited) |
|
|
|
| |
ASSETS |
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
4, 9 |
|
$ |
249,042 |
|
$ |
99,658 |
|
Restricted cash |
|
9 |
|
|
42,577 |
|
|
16,224 |
|
Accounts receivable, net of allowance for doubtful accounts of $5,886 as at September 30, 2007 and $6,435 as at December 31, 2006 |
|
|
|
|
87,548 |
|
|
28,235 |
|
Short term derivative asset |
|
9 |
|
|
185,358 |
|
|
39,697 |
|
Short term backlog asset |
|
7 |
|
|
3,732 |
|
|
5,246 |
|
Deferred tax asset |
|
|
|
|
3,559 |
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
25,548 |
|
|
6,809 |
|
Total current assets |
|
|
|
|
597,364 |
|
|
195,869 |
|
Deposit on exercise of vessels purchase options |
|
|
|
|
48,002 |
|
|
2,055 |
|
Vessels, port terminal and other fixed assets, net |
|
6 |
|
|
568,318 |
|
|
505,292 |
|
Long term derivative assets |
|
9 |
|
|
43,300 |
|
|
|
|
Deferred financing costs, net |
|
|
|
|
13,025 |
|
|
11,454 |
|
Deferred dry dock and special survey costs, net |
|
|
|
|
4,378 |
|
|
3,546 |
|
Investments in Leased Assets |
|
3 |
|
|
60,548 |
|
|
|
|
Investments in affiliates |
|
|
|
|
668 |
|
|
749 |
|
Long term backlog asset |
|
7 |
|
|
88 |
|
|
2,497 |
|
Trade name |
|
7 |
|
|
84,098 |
|
|
86,202 |
|
Port terminal operating rights |
|
7 |
|
|
29,375 |
|
|
29,954 |
|
Favorable lease terms and purchase options |
|
3, 7 |
|
|
294,055 |
|
|
66,376 |
|
Goodwill |
|
3 |
|
|
70,587 |
|
|
40,789 |
|
Total noncurrent assets |
|
|
|
|
1,216,442 |
|
|
748,914 |
|
Total Assets |
|
|
|
$ |
1,813,806 |
|
$ |
944,783 |
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
|
$ |
70,809 |
|
$ |
37,366 |
|
Accrued expenses |
|
|
|
|
42,600 |
|
|
10,726 |
|
Deferred voyage revenue |
|
|
|
|
18,958 |
|
|
4,657 |
|
Short term derivative liability |
|
9 |
|
|
293,575 |
|
|
42,034 |
|
Short term backlog liability |
|
7 |
|
|
|
|
|
5,946 |
|
Current portion of long term debt |
|
8 |
|
|
11,805 |
|
|
8,250 |
|
Total current liabilities |
|
|
|
|
437,747 |
|
|
108,979 |
|
Senior notes, net of discount |
|
|
|
|
298,103 |
|
|
297,956 |
|
Long term debt, net of current portion |
|
8 |
|
|
295,630 |
|
|
261,856 |
|
Unfavorable lease terms |
|
3 |
|
|
111,019 |
|
|
|
|
Long term liabilities |
|
|
|
|
882 |
|
|
979 |
|
Long term derivative liability |
|
9 |
|
|
41,238 |
|
|
797 |
|
Deferred tax liability |
|
7 |
|
|
60,430 |
|
|
|
|
Total noncurrent liabilities |
|
|
|
|
807,302 |
|
|
561,588 |
|
Total liabilities |
|
|
|
|
1,245,049 |
|
|
670,567 |
|
Commitments and Contingencies |
|
12 |
|
|
|
|
|
|
|
Stockholders Equity |
|
|
|
|
|
|
|
|
|
Preferred stock $0.0001 par value, authorized 1,000,000 shares. None issued |
|
|
|
|
|
|
|
|
|
Common stock $ 0.0001 par value, authorized 250,000,000 shares (120,000,000 as of December 31, 2006), issued and outstanding 103,298,892 and 62,088,127 as of September 30, 2007 and December 31, 2006, respectively |
|
11 |
|
|
10 |
|
|
6 |
|
Additional paidin capital |
|
11 |
|
|
507,897 |
|
|
276,178 |
|
Accumulated other comprehensive income/(loss) |
|
9 |
|
|
(2,454 |
) |
|
(9,816 |
) |
Retained earnings |
|
|
|
|
63,304 |
|
|
7,848 |
|
Total stockholders equity |
|
|
|
|
568,757 |
|
|
274,216 |
|
Total Liabilities and Stockholders Equity |
|
|
|
$ |
1,813,806 |
|
$ |
944,783 |
|
-8-
NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in thousands of US Dollars - except per share data)
|
|
|
|
Three Month |
|
Three Month |
|
Nine Month |
|
Nine Month |
| ||||
|
|
Note |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
| ||||
Revenue |
|
14 |
|
$ |
212,887 |
|
$ |
50,903 |
|
$ |
449,890 |
|
$ |
153,560 |
|
Gain (loss) on Forward Freight Agreements |
|
9 |
|
|
10,249 |
|
|
16,036 |
|
|
20,299 |
|
|
19,363 |
|
Time charter, voyage and port terminal expenses |
|
|
|
|
(154,394 |
) |
|
(21,803 |
) |
|
(305,038 |
) |
|
(65,193 |
) |
Direct vessel expenses |
|
|
|
|
(6,948 |
) |
|
(5,630 |
) |
|
(20,972 |
) |
|
(14,350 |
) |
General and administrative expenses |
|
|
|
|
(4,830 |
) |
|
(3,870 |
) |
|
(13,685 |
) |
|
(11,507 |
) |
Depreciation and amortization |
|
6,7 |
|
|
(8,619 |
) |
|
(8,625 |
) |
|
(22,313 |
) |
|
(28,395 |
) |
Interest income from investments in finance lease |
|
|
|
|
946 |
|
|
|
|
|
2,592 |
|
|
|
|
Interest income |
|
|
|
|
2,642 |
|
|
1,485 |
|
|
5,730 |
|
|
2,613 |
|
Interest expense and finance cost, net |
|
8 |
|
|
(12,783 |
) |
|
(10,648 |
) |
|
(38,782 |
) |
|
(30,641 |
) |
Other income |
|
|
|
|
(390 |
) |
|
(891 |
) |
|
349 |
|
|
1,749 |
|
Other expense |
|
|
|
|
(377 |
) |
|
(303 |
) |
|
(1,125 |
) |
|
(936 |
) |
Income before equity in net earnings of affiliate companies and joint venture |
|
|
|
|
38,383 |
|
|
16,654 |
|
|
76,945 |
|
|
26,263 |
|
Equity in net Earnings of Affiliated Companies and Joint Venture |
|
|
|
|
302 |
|
|
230 |
|
|
1,518 |
|
|
527 |
|
Net income before taxes |
|
|
|
$ |
38,685 |
|
$ |
16,884 |
|
$ |
78,463 |
|
$ |
26,790 |
|
Income taxes |
|
|
|
|
(2,165 |
) |
|
|
|
|
(3,978 |
) |
|
|
|
Net income |
|
|
|
$ |
36,520 |
|
$ |
16,884 |
|
$ |
74,485 |
|
$ |
26,790 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incremental fair value of securities offered to induce warrants exercise |
|
|
|
$ |
|
|
$ |
|
|
$ |
(4,195 |
) |
$ |
|
|
Income available to common shareholders |
|
|
|
|
36,520 |
|
|
16,884 |
|
|
70,290 |
|
|
26,790 |
|
Earnings per share, basic |
|
|
|
$ |
0.36 |
|
$ |
0.27 |
|
$ |
0.79 |
|
$ |
0.51 |
|
Weighted average number of shares, basic |
|
15 |
|
|
101.790.855 |
|
|
62.088.127 |
|
|
88.934.754 |
|
|
52.470.143 |
|
Earnings per share, diluted |
|
|
|
$ |
0.34 |
|
$ |
0.27 |
|
$ |
0.73 |
|
$ |
0.51 |
|
Weighted average number of shares, diluted |
|
15 |
|
|
108,334,456 |
|
|
62.088.127 |
|
|
95,816,197 |
|
|
52.470.143 |
|
-9-
NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of US Dollars)
|
|
Notes |
|
Nine Month |
|
Nine Month |
| ||
|
|
|
|
|
(unaudited) |
|
|
(unaudited) |
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
$ |
74,485 |
|
$ |
26,790 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
6, 7 |
|
|
24,336 |
|
|
28,263 |
|
Amortization of deferred financing cost |
|
|
|
|
1,395 |
|
|
1,789 |
|
Amortization of deferred dry dock costs |
|
|
|
|
1,294 |
|
|
981 |
|
Amortization of backlog |
|
|
|
|
(2,023 |
) |
|
132 |
|
Provision for losses on accounts receivable |
|
|
|
|
(550 |
) |
|
61 |
|
Unrealized (gain)/loss on FFA derivatives |
|
|
|
|
(9,870 |
) |
|
(13,585 |
) |
Deferred taxation |
|
|
|
|
3,978 |
|
|
|
|
Unrealized (gain)/loss on interest rate swaps |
|
|
|
|
575 |
|
|
(284 |
) |
Earnings in affiliates and joint ventures, net of dividends received |
|
|
|
|
(840 |
) |
|
56 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
(Increase) decrease in restricted cash |
|
|
|
|
(26,353 |
) |
|
(11,033 |
) |
(Increase) decrease in accounts receivable |
|
|
|
|
(58,045 |
) |
|
(11,882 |
) |
(Increase) decrease in prepaid expenses and other current assets |
|
|
|
|
(15,261 |
) |
|
(1,450 |
) |
(Increase) decrease in other long term assets |
|
|
|
|
|
|
|
(392 |
) |
Increase (decrease) in accounts payable |
|
|
|
|
24,087 |
|
|
16,951 |
|
Increase (decrease) in accrued expenses |
|
|
|
|
24,976 |
|
|
(69 |
) |
Increase (decrease) in deferred voyage revenue |
|
|
|
|
14,300 |
|
|
(2,537 |
) |
Increase (decrease) in long term liability |
|
|
|
|
(97 |
) |
|
(555 |
) |
Increase (decrease) in derivative accounts |
|
|
|
|
118,748 |
|
|
13,242 |
|
Payments for dry dock and special survey costs |
|
|
|
|
(2,125 |
) |
|
(2,481 |
) |
Net cash provided by operating activities |
|
|
|
|
173,010 |
|
|
43,997 |
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Acquisition of subsidiary, net of cash acquired |
|
|
|
|
(145,436 |
) |
|
|
|
Deposit on exercise of vessel purchase option |
|
|
|
|
(48,002 |
) |
|
(1,949 |
) |
Acquisition of vessels |
|
6, 13 |
|
|
(44,490 |
) |
|
(88,561 |
) |
Purchase of property and equipment |
|
6 |
|
|
(334 |
) |
|
(1,273 |
) |
Net cash (used in) provided by investing activities |
|
|
|
|
(238,262 |
) |
|
(91,783 |
) |
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
Proceeds from long term loan, net of deferred finance fees |
|
8 |
|
|
122,075 |
|
|
97,659 |
|
Repayment of long term debt |
|
8 |
|
|
(127,390 |
) |
|
(45,681 |
) |
Receipts from finance lease |
|
|
|
|
7,257 |
|
|
|
|
Dividends paid |
|
|
|
|
(19,029 |
) |
|
(11,246 |
) |
Issuance of common stock |
|
|
|
|
231,723 |
|
|
65,453 |
|
Net cash provided by (used in) financing activities |
|
|
|
|
214,636 |
|
|
106,185 |
|
(Decrease) increase in cash and cash equivalents |
|
|
|
|
149,384 |
|
|
58,399 |
|
Cash and cash equivalents, beginning of period |
|
|
|
|
99,658 |
|
|
37,737 |
|
Cash and cash equivalents, end of period |
|
|
|
$ |
249,042 |
|
$ |
96,136 |
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
|
|
$ |
27,307 |
|
$ |
28,739 |
|
-10-
Disclosure of Non-GAAP Financial Measures
EBITDA: EBITDA represents net income before interest, taxes, depreciation and amortization. Navios uses EBITDA because Navios believes that EBITDA is a basis upon which liquidity can be assessed and because Navios believes that EBITDA presents useful information to investors regarding Navios ability to service and/or incur indebtedness. Navios also uses EBITDA (i) in its credit agreement to measure compliance with covenants such as interest coverage and debt incurrence; (ii) by prospective and current lessors as well as potential lenders to evaluate potential transactions; and (iii) to evaluate and price potential acquisition candidates.
EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of Navios results as reported under US GAAP. Some of these limitations are: (i) EBITDA does not reflect changes in, or cash requirements for, working capital needs, and (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA does not reflect any cash requirements for such capital expenditures. Because of these limitations, EBITDA should not be considered as a principal indicator of Navios performance.
EBITDA Reconciliation to Cash from Operations
(in thousands of US Dollars)
|
|
Three Months |
|
Three Months |
| ||
|
|
(unaudited) |
|
(unaudited) |
| ||
Net cash provided by operating activities |
|
$ |
92,818 |
|
$ |
21,491 |
|
Net increase (decrease) in operating assets |
|
|
40,022 |
|
|
2,741 |
|
Net (increase) decrease in operating liabilities |
|
|
(92,234 |
) |
|
(6,755 |
) |
Net interest cost |
|
|
10,141 |
|
|
9,163 |
|
Deferred finance charges |
|
|
(464 |
) |
|
(561 |
) |
Provision for losses on accounts receivable |
|
|
|
|
|
(64 |
) |
Unrealized gain (loss) on FFA derivatives, FECs and interest rate swaps |
|
|
6,602 |
|
|
7,927 |
|
Earnings in affiliates and joint ventures, net of dividends received |
|
|
302 |
|
|
230 |
|
Payments for drydock and special survey costs |
|
|
722 |
|
|
876 |
|
EBITDA |
|
$ |
57,909 |
|
$ |
35,048 |
|
|
|
Nine Months |
|
Nine Months |
| ||
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Net cash provided by operating activities |
|
$ |
173,010 |
|
$ |
43,997 |
|
Net increase in operating assets |
|
|
99,659 |
|
|
24,757 |
|
Net (increase) decrease in operating liabilities |
|
|
(182,014 |
) |
|
(27,032 |
) |
Net interest cost |
|
|
33,052 |
|
|
28,028 |
|
Deferred finance charges |
|
|
(1,395 |
) |
|
(1,789 |
) |
Provision for losses on accounts receivable |
|
|
550 |
|
|
(61 |
) |
Unrealized gain (loss) on FFA derivatives, FECs and interest rate swaps |
|
|
9,295 |
|
|
13,869 |
|
Earnings in affiliates and joint ventures, net of dividends received |
|
|
840 |
|
|
(56 |
) |
Payments for drydock and special survey costs |
|
|
2,125 |
|
|
2,481 |
|
EBITDA |
|
$ |
135,122 |
|
$ |
84,194 |
|
-11-
EXHIBIT 2
FLEET EMPLOYMENT PROFILE (CORE FLEET)
Owned Vessels
Vessels(1) |
|
Type |
|
Built |
|
DWT |
|
Charter-out |
|
Expiration Date (3) |
|
Navios Ionian |
|
Ultra Handymax |
|
2000 |
|
52,068 |
|
22,219 |
|
03/18/2009 |
|
Navios Apollon |
|
Ultra Handymax |
|
2000 |
|
52,073 |
|
23,700 |
|
10/01/2012 |
|
Navios Horizon |
|
Ultra Handymax |
|
2001 |
|
50,346 |
|
14,725 |
|
06/16/2008 |
|
Navios Herakles |
|
Ultra Handymax |
|
2001 |
|
52,061 |
|
26,600 |
|
05/12/2009 |
|
Navios Achilles |
|
Ultra Handymax |
|
2001 |
|
52,063 |
|
21,138 |
|
01/15/2009 |
|
Navios Meridian |
|
Ultra Handymax |
|
2002 |
|
50,316 |
|
23,700 |
|
10/02/2012 |
|
Navios Mercator |
|
Ultra Handymax |
|
2002 |
|
53,553 |
|
19,950 |
|
12/15/2008 |
|
Navios Arc |
|
Ultra Handymax |
|
2003 |
|
53,514 |
|
27,693 |
|
05/25/2009 |
|
Navios Hios |
|
Ultra Handymax |
|
2003 |
|
55,180 |
|
24,035 |
|
10/31/2008 |
|
Navios Kypros |
|
Ultra Handymax |
|
2003 |
|
55,222 |
|
43,938 |
|
01/10/2008 |
|
Navios Gemini S |
|
Panamax |
|
1994 |
|
68,636 |
|
19,523 |
|
02/08/2009 |
|
|
|
|
|
|
|
|
|
24,225 |
|
02/08/2014 |
|
Navios Libra II |
|
Panamax |
|
1995 |
|
70,136 |
|
21,613 |
|
12/31/2007 |
|
|
|
|
|
|
|
|
|
23,513 |
|
12/30/2010 |
|
Navios Felicity |
|
Panamax |
|
1997 |
|
73,867 |
|
9,595 |
|
04/25/2008 |
|
|
|
|
|
|
|
|
|
26,169 |
|
04/26/2013 |
|
Navios Magellan |
|
Panamax |
|
2000 |
|
74,333 |
|
21,850 |
|
01/19/2010 |
|
Navios Galaxy I |
|
Panamax |
|
2001 |
|
74,195 |
|
24,062 |
|
01/25/2008 |
|
|
|
|
|
|
|
|
|
21,937 |
|
12/26/2018 |
|
Navios Star |
|
Panamax |
|
2002 |
|
76,662 |
|
21,375 |
|
01/21/2010 |
|
Navios Alegria |
|
Panamax |
|
2004 |
|
76,466 |
|
19,475 |
|
12/31/2007 |
|
|
|
|
|
|
|
|
|
23,594 |
|
12/30/2010 |
|
Navios Hyperion |
|
Panamax |
|
2004 |
|
75,707 |
|
26,268 |
|
02/26/2009 |
|
Asteriks |
|
Panamax |
|
2005 |
|
76,801 |
|
|
|
|
|
Obeliks(5) |
|
Capesize |
|
2000 |
|
170,454 |
|
|
|
|
|
Long Term Chartered-in Vessels
Vessels |
|
Type |
|
Built |
|
DWT |
|
Purchase Option(4) |
|
Charter-out Rate(2) |
|
Expiration Date(3) |
|
Navios Vector |
|
Ultra Handymax |
|
2002 |
|
50,296 |
|
No |
|
8,811 |
|
10/17/2008 |
|
Navios Astra |
|
Ultra Handymax |
|
2006 |
|
53,468 |
|
Yes |
|
34,200 |
|
08/11/2009 |
|
Navios Primavera |
|
Ultra Handymax |
|
2007 |
|
53,464 |
|
Yes |
|
20,046 |
|
06/01/2010 |
|
Navios Cielo |
|
Panamax |
|
2003 |
|
75,834 |
|
No |
|
25,175 |
|
11/03/2008 |
|
Navios Orbiter (6) |
|
Panamax |
|
2004 |
|
76,602 |
|
Yes |
|
24,700 |
|
02/23/2009 |
|
Navios Aurora |
|
Panamax |
|
2005 |
|
75,397 |
|
Yes |
|
24,063 |
|
07/06/2008 |
|
Navios Orion |
|
Panamax |
|
2005 |
|
76,602 |
|
No |
|
27,312 |
|
03/01/2009 |
|
Navios Titan |
|
Panamax |
|
2005 |
|
82,936 |
|
No |
|
20,000 |
|
01/04/2008 |
|
|
|
|
|
|
|
|
|
|
|
27,100 |
|
11/24/2010 |
|
Navios Sagittarius |
|
Panamax |
|
2006 |
|
75,756 |
|
Yes |
|
25,413 |
|
12/08/2008 |
|
Navios Altair |
|
Panamax |
|
2006 |
|
83,001 |
|
No |
|
22,715 |
|
09/20/2009 |
|
Navios Prosperity |
|
Panamax |
|
2007 |
|
82,535 |
|
Yes |
|
24,000 |
|
07/04/2012 |
|
Navios Esperanza |
|
Panamax |
|
2007 |
|
75,200 |
|
No |
|
37,056 |
|
08/09/2009 |
|
Belisland |
|
Panamax |
|
2003 |
|
76,602 |
|
No |
|
|
|
|
|
Golden Heiwa |
|
Panamax |
|
2007 |
|
76,662 |
|
No |
|
|
|
|
|
SA Fortius |
|
Capesize |
|
2001 |
|
171,595 |
|
No |
|
|
|
|
|
Beaufiks |
|
Capesize |
|
2004 |
|
180,181 |
|
Yes |
|
|
|
|
|
Fantastiks |
|
Capesize |
|
2005 |
|
180,265 |
|
Yes |
|
|
|
|
|
Rubena N |
|
Capesize |
|
2006 |
|
203,233 |
|
No |
|
|
|
|
|
-12-
Vessels to be delivered
Long Term Chartered-in
Vessels |
|
Type |
|
Delivery Date |
|
Purchase Option |
|
DWT |
| |
C. Utopia |
|
Capesize |
|
11/2007 |
|
No |
|
174,000 |
| |
Kleimar TBN |
|
Panamax |
|
03/2008 |
|
No |
|
75,250 |
| |
Navios Aldebaran |
|
Panamax |
|
03/2008 |
|
Yes |
|
76,500 |
| |
Navios Armonia |
|
Ultra Handymax |
|
05/2008 |
|
No |
|
55,100 |
| |
Phoenix Grace |
|
Capesize |
|
11/2008 |
|
No |
|
170,500 |
| |
Phoenix Beauty |
|
Capesize |
|
12/2009 |
|
No |
|
170,500 |
| |
Navios TBN |
|
Handysize |
|
03/2010 |
|
Yes |
|
35,000 |
| |
Kleimar TBN |
|
Capesize |
|
04/2010 |
|
No |
|
176,800 |
| |
Navios TBN |
|
Handysize |
|
08/2010 |
|
Yes |
|
35,000 |
| |
Navios TBN |
|
Kamsarmax |
|
08/2010 |
|
Yes |
|
81,000 |
| |
Navios TBN |
|
Kamsarmax |
|
09/2010 |
|
Yes |
|
81,000 |
| |
Navios TBN |
|
Kamsarmax |
|
11/2010 |
|
Yes |
|
81,000 |
| |
Navios TBN |
|
Handysize |
|
01/2011 |
|
Yes |
|
35,000 |
| |
Navios TBN |
|
Kamsarmax |
|
01/2011 |
|
Yes |
|
81,000 |
| |
Navios TBN |
|
Kamsarmax |
|
02/2011 |
|
Yes |
|
81,000 |
| |
Navios TBN |
|
Kamsarmax |
|
03/2011 |
|
Yes |
|
81,000 |
| |
Navios TBN |
|
Handysize |
|
05/2011 |
|
Yes |
|
35,000 |
| |
Navios TBN |
|
Handysize |
|
06/2011 |
|
Yes |
|
35,000 |
| |
Navios TBN |
|
Panamax |
|
09/2011 |
|
Yes |
|
80,000 |
| |
Navios TBN |
|
Capesize |
|
09/2011 |
|
Yes |
|
180,200 |
| |
Navios TBN |
|
Ultra Handymax |
|
03/2012 |
|
Yes |
|
60,000 |
| |
Kleimar TBN |
|
Capesize |
|
07/2012 |
|
Yes |
|
180,000 |
| |
Navios TBN |
|
Kamsarmax |
|
01/2013 |
|
Yes |
|
82,100 |
|
Owned Vessels
Vessels |
|
Type |
|
Delivery Date |
|
DWT |
| |
Navios TBN |
|
Capesize |
|
07/2009 |
|
180,000 |
| |
Navios TBN |
|
Capesize |
|
08/2009 |
|
172,000 |
| |
Navios TBN |
|
Capesize |
|
10/2009 |
|
180,000 |
| |
Navios TBN |
|
Capesize |
|
10/2009 |
|
180,000 |
| |
Navios TBN |
|
Capesize |
|
11/2009 |
|
172,000 |
| |
Navios TBN |
|
Capesize |
|
11/2009 |
|
172,000 |
| |
Navios TBN |
|
Capesize |
|
11/2009 |
|
172,000 |
| |
Navios TBN |
|
Capesize |
|
01/2010 |
|
172,000 |
| |
Navios TBN |
|
Capesize |
|
02/2010 |
|
172,000 |
|
(1) |
Excludes the Vanessa, a Product Handysize tanker (19,078 dwt) built in 2002, acquired in connection with the acquisition of Kleimar |
(2) |
Net Time Charter-out Rate per day (net of commissions) |
(3) |
Estimated dates assuming midpoint of redelivery by charterers |
(4) |
Generally, Navios may exercise its purchase option after three to five years of service |
(5) |
The vessel is contracted to be sold $24.2 million in 2009. The vessel is 95% owned |
(6) |
In October 2007, Navios exercised its option for the purchase of the vessel |
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