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
($Mil)

 

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 today’s 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
Daily Rate(1)

 

Period(2)

 

Charter Out
Effective Date(3)

 

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 vessel’s 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.

Navios’s 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 000’s 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
September 30,

 

 

 

 

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 000’s of US Dollars):

 

 

 

 

Nine months ended
September 30,

 

 

 

 

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 Kleimar’s 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 Kleimar’s 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 Kleimar’s 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 Company’s financial position and results of operations.

 

 

 

Three month period ended
September 30

 

 

 

 

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
September 30,

 

 

 

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 Kleimar’s fleet)

(2)

Excludes vessels acquired through the acquisition of Kleimar

(3)

Available days for fleet are total calendar days the vessels were in Navios’s 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 Navios’s 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 company’s efficiency in finding suitable employment for its vessels

Fleet Employment Profile

Exhibit 2 displays the “core fleet” employment profile of Navios.

 

 

-5-

 

 



Dividend

Navios’s 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 Company’s management will host a conference call to discuss the results. Participants should dial into the call 10 minutes before the scheduled time using the following numbers:

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.

Navios’s 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 Company’s growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected 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 Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

 

-7-

 

 



EXHIBIT 1

NAVIOS MARITIME HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of US Dollars)

 

 

 

Notes

 

September 30,
2007

 

December 31,
2006

 

 

 

 

(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 non–current 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 non–current 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 paid–in 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
Period ended
September 30, 2007

 

Three Month
Period ended
September 30, 2006

 

Nine Month
Period ended
September 30, 2007

 

Nine Month
Period ended
September 30, 2006

 

 

 

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
Period ended
September 30,
2007

 

Nine Month
Period ended
September 30,
2006

 

 

 

 

 

 

(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
Ended
September 30, 
2007

 

Three Months
Ended
September 30, 
2006

 

 

 

 (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
Ended
September 30,
2007

 

Nine Months
Ended
September 30,
2006

 

 

 

 

(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
Rate (2)

 

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

 

 

 

-13-