FORM 6-K
Table of Contents

 
 
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: August 19, 2008
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 þ      Form 40-F o
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 o      No þ
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 o      No þ
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 o       No þ
 
 

 


TABLE OF CONTENTS

SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE
EX-99.2: PRESS RELEASE


Table of Contents

     Second Quarter Financial Results; Quarterly Dividend; New Time Charters
     On August 19, 2008, Navios issued a press release announcing the operational and financial results for the second quarter and six months ended June 30, 2008. The press release also announces the declaration of Navios’ quarterly divided. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
     In addition, on August 18, 2008, Navios issued a press release announcing it secured new time charters for four vessels. 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 and on Form S-8, File No. 333-147186.

 


Table of Contents

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: August 21, 2008   
 

 


Table of Contents

         
EXHIBIT INDEX
     
Exhibit No.   Exhibit
99.1
  Press Release dated August 19, 2008.
99.2
  Press Release dated August 18, 2008.

 

EX-99.1
Exhibit 99.1
Navios Maritime Holdings Inc. Reports Financial Results for the
 
Second Quarter and Six Months Ended June 30, 2008
    161% Increase in Quarterly Revenues to $354.4 million
 
    6% Increase in Adjusted Quarterly EBITDA to $48.2 million
 
    241% Increase in Quarterly Net Income to $79.2 million
 
    EPS $0.72 — Adjusted EPS $0.22
 
    Announces Quarterly Dividend of $0.09 per share
PIRAEUS, GREECE, August 19, 2008, Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: “NM”), a global, vertically integrated seaborne shipping and logistics company, today reported financial results for the second quarter and six months ended June 30, 2008.
“During the second quarter of 2008, we delivered excellent financial and operational performance, as evidenced by the 6% increase in Adjusted EBITDA to $48.2 million,” stated Ms. Angeliki Frangou, Chairman and CEO of Navios Holdings. “Furthermore, we continue to strike a favorable balance of spot exposure and long-term cash flow generation as illustrated by our chartering strategy.”
Ms. Frangou continued, “For example, and as we announced yesterday, we renewed charters-out on two of our vessels at an 80% premium to their previous rates and also chartered out two newbuilding capesize vessels well before their expected delivery. These secure charters are complemented by new vessels to be delivered charter-free to Navios Holdings’ fleet in the fourth quarter of 2008 and first quarter of 2009. This advantageous time-charter and spot mix should continue to enhance our financial flexibility as we continue to pursue our growth strategy and provide returns to shareholders.”
Throughout this press release, “Adjusted EBITDA” for the three and six months ended June 30, 2008 and 2007 is defined as EBITDA, including amounts otherwise eliminated by finance lease accounting (treating a portion of vessels’ earnings as a repayment of capital).
Q2 2008 HIGHLIGHTS — RECENT DEVELOPMENTS
Navios Maritime Holdings, Inc.
Dividend:
On August 18, 2008, the Board of Directors declared a quarterly cash dividend with respect to the second quarter of 2008 of $0.09 per common share payable on September 12, 2008 to stockholders of record as of September 2, 2008.
Financing:
In June 2008, Navios Holdings entered into a new term loan agreement with DnB Nor Bank ASA of up to $133.0 million to finance the construction of two capesize bulk carriers scheduled to be delivered in March and June 2010. The term of the loan is 8 years and commences upon delivery of the vessels. The interest rate of the facility is LIBOR plus a margin of 100 basis points.
Sale of Navios Aurora I:
On July 1, 2008, Navios Holdings sold the Navios Aurora I, a 75,397 dwt Panamax vessel built in 2005, to Navios Partners for approximately $80.0 million, consisting of $35.0 million cash and 3,131,415 common units. The number of the common units issued was calculated using the $14.3705 volume weighted average trading price for the 10 business days immediately before the closing date. Following the sale of Navios Aurora I, Navios Holdings owns a 51.6% equity interest in Navios Partners which includes 2% general partner interest.
Acquisition of Vessels:
In June 2008, Navios Holdings entered into agreements to buy two Ultra Handymaxes for total consideration of approximately $152.5 million. The first is a 2007 built, 55,728 dwt, vessel built in Japan, expected to be delivered by October of 2008. The second is a 2009 built, 58,500 dwt, vessel built at Tsuneishi-Cebu, expected to be delivered in the first quarter of 2009.

 


 

Update on Navios Maritime Acquisition Corporation:
The initial public offering of Navios Maritime Acquisition Corp. priced on June 25, 2008 and closed on July 1, 2008. The offering raised gross proceeds of $253.0 million. The units, common shares and warrants trade on the NYSE under the symbols NNA.U, NNA, and NNA WS, respectively. Navios Holdings has a 19% ownership position in Navios Maritime Acquisition Corp. In addition, Navios Holdings has purchased 7.6 million warrants for $1 per warrant.
Update on Navios South American Logistics:
Navios Logistics acquired a total of 6 push boats, 108 dry barges and 3 self-propelled barges anticipated to be fully operational sometime during the fourth quarter of 2008.
Navios Logistics also took delivery of Estefania H on July 25, 2008, a 12,000 dwt Product Oil Tanker, built in 2008 which was employed as of August 2, 2008.
Changes in Capital Structure
Share Repurchase Program: On February 14, 2008, the Board of Directors approved a share repurchase program of up to $50.0 million of the Navios Holdings’ common stock. Share repurchases have been made pursuant to a program adopted under Rule 10b5-1 under the Securities Exchange Act. As of August 18, 2008, a total of 3,164,440 shares had been repurchased under this program, for total consideration of approximately $29.0 million.
Warrant Exercises: During the six months ended June 30, 2008, the Company issued 898,775 shares of common stock following the exercise of warrants. The exercise of these warrants generated $4.5 million of cash proceeds.
As of June 30, 2008, Navios Holdings had 106,350,115 shares of common stock outstanding and 6,903,930 warrants remaining outstanding. The warrants expire in accordance with their terms on December 9, 2008.
Financial Highlights
    Revenues increased by 161% to $354.4 million in the second quarter of 2008 from $135.9 million in the same period in 2007
 
    Adjusted EBITDA increased by 6% to $48.2 million in the second quarter of 2008 from $45.6 million for the same period in 2007
 
    Net debt to book capitalization was 21.7% at June 30, 2008 compared with 7.4% at December 31, 2007
 
    Shareholders’ Equity increased by 10.6% to $850.4 million at June 30, 2008 compared with $769.2 million at December 31, 2007
For the following results and the selected financial data presented herein, Navios Holdings has compiled consolidated statement of income for the three and six month periods ended June 30, 2008 and 2007. The quarterly and six month period 2008 and 2007 information was derived from the unaudited condensed consolidated financial statements for the respective periods. EBITDA is a non-US GAAP financial measure and should not be used in isolation or substitution for Navios Holdings’ results.
Second Quarter 2008 Results (in thousands of US Dollars):
                 
    Three Months ended   Three Months ended
    June 30, 2008   June 30, 2007
Revenue
  $ 354,432     $ 135,865  
EBITDA
  $ 46,175     $ 42,641  
Adjusted EBITDA (*)
  $ 48,217     $ 45,578  
Net income
  $ 79,166     $ 23,182  
Adjusted Net income (**)
  $ 23,960     $ 26,119  
EPS
  $ 0.72     $ 0.24  
Adjusted EPS (**)
  $ 0.22     $ 0.27  

 


 

 
(*)   Adjusted EBITDA for the three months ended June 30, 2008 and 2007 include $2.0 million and $2.9 million, respectively, related to finance lease accounting (treating a portion of vessels’ earnings as a repayment of capital).
 
(**)   Adjusted Net income and Adjusted EPS for the three months ended June 30, 2008 do not include the effect of a $57.3 million write-off of deferred Belgian taxes but do include $2.0 million and $2.9 million for the three months ended June 30, 2008 and 2007, respectively, related to finance lease accounting (treating a portion of vessels’ earnings as a repayment of capital).
Revenue from vessels operations for the three months ended June 30, 2008 was $328.9 million as compared to $132.5 million for the same period during 2007. The increase in revenue is mainly attributable to the increase in TCE per day and the increase in the available days of the fleet in 2008 as compared to 2007. The achieved TCE rate per day, excluding FFAs, increased 113.2% from $22,193 per day in the second quarter of 2007 to $47,313 per day in the same period of 2008. The available days for the fleet increased by 44.1% to 5,987 in the second quarter of 2008 from 4,155 days in the same period of 2007.
Revenue from the logistics business was approximately $25.5 million for the three months ended June 30, 2008 as compared to $3.4 million during the same period of 2007. This is due to the acquisition of Horamar Group in January 2008.
EBITDA for the second quarter of 2008 and 2007 was $46.2 million and $42.6 million, respectively. EBITDA for the quarters do not include $2.0 million and $2.9 million, respectively, related to finance lease accounting (treating a portion of vessels’ earnings as a repayment of capital). Taking into account these items, Adjusted EBITDA for the second quarter of 2008 would have been $48.2 million as compared to $45.6 million for the same period in 2007. The increase in Adjusted EBITDA of $2.6 million was primarily due to an increase in revenue by $218.6 million from $135.9 million in the second quarter of 2007 to $354.4 million for the same period in 2008, a decrease in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) by $1.0 million from $7.4 million in the second quarter of 2007 to $6.4 million for the same period in 2008, an increase in equity in net earnings from affiliated companies by $5.9 million and a decrease in other expense of $1.6 million. This overall favorable variance of $227.1 million was mitigated mainly by a decrease in gain of FFA trading by $0.8 million from $7.2 million for the second quarter of 2007 to $6.4 million for the same period in 2008, an increase in time charter, voyage and port terminal expenses by $216.7 million from $90.2 million in the second quarter of 2007 to $306.9 million for the same period in 2008, an increase in general and administrative expenses by $4.3 million from $4.6 million in the second quarter of 2007 to $8.9 million for the same period in 2008 (excluding the $0.7 million share-based compensation for the second quarter of 2008), a decrease of $0.9 million relating to finance lease accounting described herein, an increase in minority interest of $1.3 million and a net decrease of $0.5 million in all other categories (interest income from investments in finance leases, other income and gain on sale of assets).
Net income for the second quarter ended June 30, 2008 was $79.2 million as compared to $23.2 million for the comparable period in 2007. Net income for the quarter of 2008 includes a $57.3 million write-off of deferred Belgian taxes and excludes $2.0 million relating to finance lease accounting. Net income for the second quarter of 2007 excludes $2.9 million relating to finance lease accounting. Adjusting for these items, net income for the second quarter of 2008 and 2007 would have been $24.0 million and $26.1 million, respectively. The decrease of Adjusted Net income by $2.1 million was mainly affected by a $6.4 million increase in depreciation and amortization expense, and a $0.7 million increase in share-based compensation expense. This was mitigated by a $2.6 million increase in Adjusted EBITDA, the increase in interest income by $1.3 million, the $0.4 million decrease in interest expense and the $0.7 million decrease in income taxes.
First Half of 2008 Results (in thousands of US Dollars):
                 
    Six Months ended   Six Months ended
    June 30, 2008   June 30, 2007
Revenue
  $ 692,708     $ 237,003  
EBITDA
  $ 84,173     $ 77,213  
Adjusted EBITDA (*)
  $ 88,742     $ 81,654  
Net income
  $ 93,411     $ 37,965  
Adjusted Net income (**)
  $ 40,731     $ 42,407  
EPS
  $ 0.84     $ 0.38  
Adjusted EPS (**)
  $ 0.37     $ 0.47  

 


 

 
(*)   Adjusted EBITDA for the six months ended June 30, 2008 and 2007 includes $4.6 million and $4.4 million respectively, related to finance lease accounting (treating a portion of vessels’ earnings as a repayment of capital).
 
(**)   Adjusted Net income and Adjusted EPS for the six months ended June 30, 2008 do not include effect of a $57.3 million write-off of deferred Belgian taxes but do include $4.6 million and $4.4 million for the six months ended June 30, 2008 and 2007, respectively, related to finance lease accounting (treating a portion of vessels’ earnings as a repayment of capital).
Revenue from vessels operations for the six months ended June 30, 2008 was $645.7 million as compared to $232.1 million for the same period during 2007. The increase in revenue is mainly attributable to the increase in TCE per day and the increase in the available days of the fleet in 2008 as compared to 2007. The achieved TCE rate per day, excluding FFAs, increased 114.0% from $21,881 per day in the first half of 2007 to $46,824 per day in the same period of 2008. The available days for the fleet increased by 51.6% to 12,000 days in the first half of 2008 from 7,917 days in the same period of 2007.
Revenue from the logistics business was approximately $47.0 million in the first half of 2008 as compared to $4.9 million during the same period of 2007. This is due to the acquisition of Horamar group in January 2008.
EBITDA for the first half of 2008 and 2007 was $84.2 million and $77.2 million, respectively. EBITDA for the quarters do not include $4.6 million and $4.4 million respectively, related to finance lease accounting (treating a portion of vessels’ earnings as a repayment of capital). Taking into account this item, Adjusted EBITDA for the first half of 2008 would have been $88.7 million as compared to $81.7 million for the same period in 2007. The increase in Adjusted EBITDA of $7.0 million was primarily due to an increase in revenue by $455.7 million from $237.0 million in the first half of 2007 to $692.7 million for the same period in 2008, an increase in gain of FFA trading by $1.3 million from $10.0 million for the first half of 2007 to $11.3 million for the same period in 2008, a decrease in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) by $1.6 million from $13.2 million in the first half of 2007 to $11.6 million for the same period in 2008, an increase in equity in net earnings from affiliated companies by $7.1 million, a gain of $2.8 million from the sale of assets in the first half of 2008 and a net increase of $0.1 million in all other categories (interest income from investments in finance leases and finance lease accounting). This overall favorable variance of $468.5 million was mitigated mainly by the increase in time charter, voyage and port terminal expenses by $450.0 million from $150.6 million in the first half of 2007 to $600.6 million for the same period in 2008, an increase in general and administrative expenses by $8.4 million from $8.8 million in the first half of 2007 to $17.2 million for the same period in 2008 (excluding the $1.5 million share-based compensation for the first half of 2008), an increase in minority interest by $1.8 million and a decrease of $1.3 million in net other expenses.
Net income for the first half of 2008 was $93.4 million as compared to $38.0 million for the comparable period in 2007. Net income for the first half of 2008 includes a $57.3 million write-off of deferred Belgian taxes and excludes $4.6 million related to finance lease accounting. Net income for the first half of 2007 excludes $4.4 million relating to finance lease accounting. Adjusting for these items, net income for the first half of 2008 and 2007 would have been $40.7 million and $42.4 million, respectively. The decrease of Adjusted Net income by $1.7 million was mainly affected by a $13.7 million increase in depreciation and amortization expense and a $1.5 million increase in share-based compensation expense. This was mitigated by a $7.0 million increase in Adjusted EBITDA, the increase in interest income by $2.5 million, the $1.6 million decrease in interest expense and the $2.4 million decrease in income taxes.
Time Charter Coverage:
Navios Holdings has extended its long-term fleet employment by entering into agreements to charter out vessels for periods ranging from one to five years. As a result, as of August 19, 2008, Navios Holdings has currently contracted 98.6%, 68.7% and 47.0% of its available days on a charter-out basis for 2008, 2009 and 2010, respectively, equivalent to $217.3 million, $204.4 million and $213.4 million in revenue, respectively. The average contractual daily charter-out rate for the core fleet is $24,760, $32,594 and $35,726 for 2008, 2009 and 2010, respectively. The average daily charter-in rate for the active long term charter-in vessels for 2008 is $9,727.
The above figures do not include vessels servicing the COA business.
Purchase Option:
Navios Holdings has options to acquire four of the 17 chartered-in vessels currently in operation within the next two years (two Ultra-Handymaxes, one Panamax and one Capesize) and 16 of the 19 long-term chartered-in vessels on order (on 11 of the 16 purchase options Navios Holdings holds a 50% initial purchase option).

 


 

Fleet Summary Data:
The following table reflects certain key indicators indicative of the performance of the Navios Holdings and its fleet performance for the three and six month periods ended June 30, 2008 and 2007.
                                 
    Three Months Ended   Six Months Ended
    June 30, 2008   June 30, 2007   June 30, 2008   June 30, 2007
    (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
Available Days (1)
    5,987       4,155       12,000       7,917  
Operating Days (2)
    5,970       4,155       11,979       7,916  
Fleet Utilization (3)
    99.7 %     100 %     99.8 %     100 %
Time Charter Equivalent including FFAs (4)
  $ 48,390     $ 23,909     $ 47,769     $ 23,150  
Time Charter Equivalent excluding FFAs (4)
  $ 47,313     $ 22,193     $ 46,824     $ 21,881  
 
(1)   Available days for 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, 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 revenues.
 
(2)   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 revenues.
 
(3)   Fleet utilization is the percentage of time that Navios Holdings’ 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.
 
(4)   Time Charter Equivalent, or TCE, are defined as voyage and time charter revenues plus gains or losses on FFAs less voyage expenses during a relevant period divided by the number of available days during the period.
Fleet Profile:
Navios Holdings controls a fleet of 62 vessels totaling 5.8 million dwt, of which 26 are owned and 36 are chartered-in under long term charters. The company currently operates 33 vessels totaling 2.6 million dwt and has 29 newbuildings to be delivered. One of these vessels is expected to be delivered in 2008 and the remaining 28 at various dates through 2013. The average age of the operating fleet is 4.5 years.
Exhibit 2 displays the “core fleet” profile of Navios Holdings.
Conference Call:
As already announced, tomorrow, Wednesday, August 20, 2008 at 8:30 am EDT, the Company’s members of senior management will host a conference call to provide highlights and commentary on the second quarter and first half of 2008.
A supplemental slide presentation will be available on the Navios Holdings website at http://www.navios.com under the “Investors” section at 7:45 am EDT on the day of the call. The conference call details are as follows:
Call Date/Time: Wednesday, August 20, 2008; 8:30 am EDT
Call Title: Navios Maritime Holdings Inc. Q2 2008 Financial Results Conference Call
US Dial In: +1.800.860.2442
International Dial In: +1.412.858.4600
The conference call replay will be available shortly after the live call and remain available for one business week at the following numbers:

 


 

US Replay Dial In: +1.877.344.7529
US Replay Passcode: 422280#
International Replay Dial In: +1.412.317.0088
International Replay Passcode: 422280#
This call will be simultaneously Webcast at the following Web address: http://services.choruscall.com/links/navios080820.html. The Webcast will be archived and available at this same Web address for one month following the call.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain.
Navios Holdings may, from time to time, be required to offer certain owned Capesize and Panamax vessels to Navios Maritime Partners L.P. for purchase at fair market value according to the terms of the Omnibus Agreement.
For more information about Navios Holdings please visit our website: www.navios.com.
About Navios South American Logistics, Inc.
Navios Logistics was formed in 2007 through the acquisition of control of the Horamar Group, established in 1975. Navios Logistics specializes in transporting and storing liquid and dry bulk cargoes in the Hidrovia region connecting Argentina, Bolivia, Brazil, Paraguay and Uruguay. Navios Logistics currently controls a fleet of 240 barges and vessels. It also owns and operates an upriver oil storage and transfer facility in Paraguay and the largest bulk transfer and storage port terminal in Uruguay.
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 and Navios Holdings’ growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected revenues and time charters. Although 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 changes in the demand for dry bulk vessels, 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. 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.
Contacts:
Public & Investor Relations
Navios Maritime Holdings Inc.
Investor Relations
+1.212.279.8820
investors@navios.com

 


 

EXHIBIT 1
NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of US Dollars — except per share data)
                 
    June 30,     December 31,  
    2008     2007  
    (unaudited)          
ASSETS
               
Current assets
               
Cash and cash equivalents
  $ 284,260     $ 427,567  
Restricted cash
    84,244       83,697  
Accounts receivable, net of allowance for doubtful accounts of $5,733 as at June 30, 2008 and $5,675 as at December 31, 2007
    104,168       104,968  
Short term derivative asset
    173,163       184,038  
Short term backlog asset
    132       2,454  
Due from affiliate companies
    848       4,458  
Prepaid expenses and other current assets
    55,916       41,063  
 
           
Total current assets
    702,711       848,245  
 
           
Deposit for vessels acquisitions
    287,647       208,254  
Vessels, port terminal and other fixed assets, net
    652,816       425,591  
Long term derivative assets
    3,343       90  
Deferred financing costs, net
    13,236       13,017  
Deferred dry dock and special survey costs, net
    4,526       3,153  
Investments in leased assets
    19,273       58,756  
Other long term assets
    6,327        
Investments in affiliates
    4,253       1,079  
Long term backlog asset
          44  
Intangible assets other than goodwill
    360,404       341,965  
Goodwill and other intangible assets
    135,998       70,810  
 
           
Total non-current assets
    1,487,823       1,122,759  
 
           
Total assets
  $ 2,190,534     $ 1,971,004  
 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities
               
Accounts payable
  $ 102,809     $ 106,665  
Accrued expenses
    45,557       37,926  
Deferred voyage revenue
    19,795       31,056  
Short term derivative liability
    226,547       256,961  
Deferred tax liability
          3,663  
Current portion of long term debt
    14,160       14,220  
 
           
Total current liabilities
    408,868       450,491  
 
           
Senior notes, net of discount
    298,243       298,149  
Long term debt, net of current portion
    393,835       301,680  
Unfavorable lease terms
    87,538       96,217  
Long term liabilities
    858       638  
Deferred tax liability
    25,592       53,807  
Long term derivative liability
    1,620       818  
 
           
Total non-current liabilities
    807,686       751,309  
 
           
Total liabilities
    1,216,554       1,201,800  
 
           
Minority interest
    123,575        
Commitments and contingencies
               
Stockholders’ equity
               
Preferred stock — $0.0001 par value, authorized 1,000,000 shares. None issued
           
Common stock — $0.0001 par value, authorized 250,000,000 shares, issued and outstanding 106,350,115 and 106,412,429 as of June 30, 2008 and December 31, 2007, respectively
    11       11  
Additional paid-in capital
    533,143       536,306  
Accumulated other comprehensive loss
    (9,795 )     (19,939 )
Retained earnings
    327,046       252,826  
 
           
Total stockholders’ equity
    850,405       769,204  
 
           
Total liabilities and stockholders’ equity
  $ 2,190,534     $ 1,971,004  
 
           

 


 

NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of US Dollars — except share and per share data)
                 
    Three Month     Three Month  
    Period ended     Period ended  
    June 30,     June 30,  
    2008     2007  
    (unaudited)     (unaudited)  
Revenue
  $ 354,432     $ 135,865  
Gain on forward freight agreements
    6,448       7,196  
Time charter, voyage and port terminal expenses
    (306,940 )     (90,204 )
Direct vessel expenses
    (6,885 )     (7,866 )
General and administrative expenses
    (9,560 )     (4,562 )
Depreciation and amortization
    (13,837 )     (7,421 )
Gain on sale of assets/partial sale of subsidiary
    174        
Interest income from investments in finance lease
    825       1,086  
Interest income
    2,838       1,565  
Interest expense and finance cost, net
    (12,145 )     (12,528 )
Other income
    158       571  
Other expense
    1,343       (274 )
 
           
Income before equity in net earnings of affiliate companies and joint venture
    16,851       23,428  
Equity in net earnings of affiliated companies and joint venture
    6,257       388  
 
           
Income before taxes and minority interests
    23,108       23,816  
Income taxes
    57,360       (634 )
 
           
Income before minority interests
    80,468       23,182  
Minority interest
    (1,302 )      
 
           
Net income
  $ 79,166     $ 23,182  
 
           
Earnings per share, basic
  $ 0.75     $ 0.26  
 
           
Weighted average number of shares, basic
    105,990,135       88,475,428  
 
           
Earnings per share, diluted
  $ 0.72     $ 0.24  
 
           
Weighted average number of shares, diluted
    110,452,110       95,895,877  
 
           

 


 

                 
    Six Month     Six Month  
    Period ended     Period ended  
    June 30,     June 30,  
    2008     2007  
    (unaudited)     (unaudited)  
Revenue
  $ 692,708     $ 237,003  
Gain on forward freight agreements
    11,336       10,050  
Time charter, voyage and port terminal expenses
    (600,638 )     (150,644 )
Direct vessel expenses
    (12,518 )     (14,024 )
General and administrative expenses
    (18,695 )     (8,855 )
Depreciation and amortization
    (27,442 )     (13,694 )
Gain on sale of assets/partial sale of subsidiary
    2,748        
Interest income from investments in finance lease
    1,625       1,646  
Interest income
    5,577       3,088  
Interest expense and finance cost, net
    (24,376 )     (25,999 )
Other income
    177       739  
Other expense
    (1,504 )     (748 )
 
           
Income before equity in net earnings of affiliate companies and joint venture
    28,998       38,562  
Equity in net earnings of affiliated companies and joint venture
    8,336       1,216  
 
           
Income before taxes and minority interests
    37,334       39,778  
Income taxes
    57,868       (1,813 )
 
           
Income before minority interests
    95,202       37,965  
Minority interest
    (1,791 )      
 
           
Net income
  $ 93,411     $ 37,965  
 
           
Less:
               
Incremental fair value of securities offered to induce warrants exercise
          (4,195 )
 
           
Income available to common shareholders
  $ 93,411     $ 33,770  
 
           
Earnings per share, basic
  $ 0.88     $ 0.41  
 
           
Weighted average number of shares, basic
    106,181,035       82,400,161  
 
           
Earnings per share, diluted
  $ 0.84     $ 0.38  
 
           
Weighted average number of shares, diluted
    110,574,248       89,450,525  
 
           

 


 

NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of US Dollars)
                 
    Six Month     Six Month  
    Period     Period  
    ended     ended  
    June 30,     June 30,  
    2008     2007  
    (unaudited)     (unaudited)  
Net cash provided by operating activities
  $ 63,549     $ 80,194  
 
           
INVESTING ACTIVITIES:
               
Acquisition of vessels
    (39,161 )     (44,490 )
Deposits for vessel acquisitions
    (81,444 )      
Restricted cash for assets acquisition
    (34,506 )      
Acquisition of subsidiary, net of cash acquired
    (105,069 )     (145,436 )
Deposit in escrow in connection with the acquisition of subsidiary
    (5,000 )      
Proceeds from sale of assets
    35,088        
Receipts from finance lease
    4,569       4,442  
Purchase of property and equipment
    (36,885 )     (202 )
 
           
Net cash used in investing activities
    (262,408 )     (185,686 )
 
           
FINANCING ACTIVITIES:
               
Proceeds from long term loan, net of deferred finance fees
    104,089       137,075  
Repayment of long term debt
    (24,710 )     (138,835 )
Dividends paid
    (19,191 )     (12,148 )
Acquisition of treasury stock
    (9,130 )      
Issuance of common stock
    4,494       217,975  
 
           
Net cash provided by financing activities
    55,552       204,067  
 
           
Increase (decrease) in cash and cash equivalents
    (143,307 )     98,575  
 
           
Cash and cash equivalents, beginning of period
    427,567       99,658  
 
           
Cash and cash equivalents, end of period
  $ 284,260     $ 198,233  
 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
Cash paid for interest
  $ 21,328     $ 28,355  
 
           
Disclosure of Non-GAAP Financial Measures
EBITDA: EBITDA represents net income before interest, taxes, depreciation and amortization. Navios Holdings uses EBITDA because Navios Holdings believes that EBITDA is a basis upon which liquidity can be assessed and because Navios Holdings believes that EBITDA presents useful information to investors regarding Navios Holdings’ ability to service and/or incur indebtedness. Navios Holdings also uses EBITDA (i) 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 Holdings’ 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 Holdings’ performance.

 


 

EBITDA Reconciliation to Cash from Operations
                 
Three Months Ended   June 30,     June 30,  
(in thousands of US Dollars)   2008     2007  
Net cash provided by operating activities
  $ 53,930     $ 29,188  
Net increase in operating assets
    3,272       44,452  
Net increase in operating liabilities
    (19,826 )     (48,186 )
Net interest cost
    9,306       10,963  
Deferred finance charges
    (461 )     (484 )
Unrealized gain (loss) on FFA derivatives and interest rate swaps
    (2,863 )     5,293  
Earnings in affiliates and joint ventures, net of dividends received
    3,460       86  
Payments for drydock and special survey
    485       1,329  
Minority interest
    (1,302 )      
Gain on sale of assets/partial sale of subsidiary
    174        
 
           
EBITDA
  $ 46,175     $ 42,641  
 
           
                 
Six Months Ended   June 30,     June 30,  
(in thousands of US Dollars)   2008     2007  
Net cash provided by operating activities
  $ 63,549     $ 80,194  
Net increase (decrease) in operating assets
    (37,160 )     59,636  
Net (increase) decrease in operating liabilities
    36,668       (89,780 )
Net interest cost
    18,799       22,911  
Deferred finance charges
    (925 )     (931 )
Provision for losses on accounts receivable
          550  
Unrealized gain (loss) on FFA derivatives and interest rate swaps
    (3,167 )     2,692  
Earnings in affiliates and joint ventures, net of dividends received
    3,164       538  
Payments for drydock and special survey
    2,288       1,403  
Minority interest
    (1,791 )      
Gain on sale of assets/partial sale of subsidiary
    2,748        
 
           
EBITDA
  $ 84,173     $ 77,213  
 
           

 


 

EXHIBIT 2
FLEET PROFILE (CORE FLEET)
Owned Vessels
                     
Vessel Name(1)   Vessel Type   Year Built   Deadweight
                (in metric tons)
Navios Ionian
  Ultra Handymax     2000       52,068  
Navios Apollon
  Ultra Handymax     2000       52,073  
Navios Horizon
  Ultra Handymax     2001       50,346  
Navios Herakles
  Ultra Handymax     2001       52,061  
Navios Achilles
  Ultra Handymax     2001       52,063  
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 Magellan
  Panamax     2000       74,333  
Navios Star
  Panamax     2002       76,662  
Navios Hyperion
  Panamax     2004       75,707  
Navios Orbiter
  Panamax     2004       76,602  
Navios Aurora I(2)
  Panamax     2005       75,397  
Navios Asteriks
  Panamax     2005       76,801  
Vanessa
  Product Handysize     2002       19,078  
Owned Vessels to be delivered
                     
Vessel Name   Vessel Type   Delivery Date   Deadweight
                (in metric tons)
Navios Ulysses
  Ultra Handymax     10/2008       55,728  
Navios TBN
  Ultra Handymax     03/2009       58,500  
Navios TBN
  Capesize     08/2009       172,000  
Navios TBN(3)
  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)   Capesize vessel Obeliks was sold for approximately $35.1 million in Q2 2008.
 
(2)   On July 1, 2008, the vessel was sold to Navios Partners for approximately $80.0 million.
 
(3)   Navios Partners has the option to acquire this vessel for $135.0 million.
Long-term Chartered-in Fleet in Operation
                             
                        Purchase
Vessel Name   Vessel Type   Year Built   Deadweight   Option (1)
                (in metric tons)        
Navios Vector
  Ultra Handymax     2002       50,296     No
Navios Astra
  Ultra Handymax     2006       53,468     Yes
Navios Primavera
  Ultra Handymax     2007       53,464     Yes
Navios Cielo
  Panamax     2003       75,834     No
Navios Orion
  Panamax     2005       76,602     No
Navios Titan
  Panamax     2005       82,936     No
Navios Sagittarius
  Panamax     2006       75,756     Yes
Navios Altair
  Panamax     2006       83,001     No
Navios Esperanza
  Panamax     2007       75,200     No
Torm Antwerp
  Panamax     2008       75,250     No
Belisland
  Panamax     2003       76,602     No
Golden Heiwa
  Panamax     2007       76,662     No
SA Fortius
  Capesize     2001       171,595     No
C. Utopia
  Capesize     2007       174,000     No
Beaufiks
  Capesize     2004       180,181     Yes
Rubena N
  Capesize     2006       203,233     No
Navios Armonia(2)
  Ultra Handymax     2008       55,100     No

 


 

Long-term Chartered-in Fleet to be Delivered
                     
Vessel Name   Vessel Type   Delivery Date   Deadweight   Purchase Option
            (in metric tons)    
Phoenix Grace
  Capesize   01/2009     170,500     No
Phoenix Beauty
  Capesize   11/2009     170,500     No
Navios TBN
  Handysize   03/2010     35,000     Yes(3)
Kleimar TBN
  Capesize   04/2010     176,800     No
Navios TBN
  Handysize   08/2010     35,000     Yes(3)
Navios TBN
  Kamsarmax   08/2010     81,000     Yes(3)
Navios TBN
  Kamsarmax   09/2010     81,000     Yes(3)
Navios TBN
  Kamsarmax   11/2010     81,000     Yes(3)
Navios TBN
  Handysize   01/2011     35,000     Yes(3)
Navios TBN
  Kamsarmax   01/2011     81,000     Yes(3)
Navios TBN
  Kamsarmax   02/2011     81,000     Yes(3)
Navios TBN
  Kamsarmax   03/2011     81,000     Yes(3)
Navios TBN
  Handysize   05/2011     35,000     Yes(3)
Navios TBN
  Handysize   06/2011     35,000     Yes(3)
Navios TBN
  Panamax   09/2011     80,000     Yes
Navios TBN
  Capesize   09/2011     180,200     Yes
Navios TBN
  Ultra Handymax   03/2012     60,000     Yes
Kleimar TBN
  Capesize   07/2012     180,000     Yes
Navios TBN
  Kamsarmax   01/2013     82,100     Yes
 
(1)   Generally, Navios Holdings may exercise its purchase option after three to five years of service.
 
(2)   The vessel was delivered on June 6, 2008.
 
(3)   The initial 50% purchase option on each vessel is held by Navios Holdings.

 

EX-99.2
Exhibit 99.2
Navios Maritime Holdings Inc.
Announces
Four New Time Charters
PIRAEUS, Greece, August 18, 2008 — Navios Maritime Holdings Inc. (“Navios Holdings” or “the Company”) (NYSE: NM), a global, vertically integrated seaborne shipping and logistics company, announced today that it has secured new time charters for four vessels.
“We continue to capitalize on a strong rate environment in the drybulk sector. We have secured four new time charter contracts for vessels well ahead of their availability. Two of the vessels are newbuildings, with expected delivery in late 2009 and early 2010. The other two vessels have been fixed at a 80% premium to their existing charter rates. These fixtures support our dual goals of increasing cash flow while securing long term visibility through 2010 and 2011,” said Ms. Angeliki Frangou, Chairman and CEO of Navios Holdings.
The details for each of the charters are as follows:
Navios TBN Capesize – Ten-Year Charter
Navios TBN Capesize, a 172,000 dwt new building vessel scheduled to deliver in the fourth quarter of 2009, has been chartered-out for ten years commencing upon delivery. The ten-year, net daily charter-out rate will be $41,325 per day.
Navios TBN Capesize – Five-Year Charter
Navios TBN Capesize, another 172,000 dwt new building vessel scheduled to deliver in the first quarter of 2010, has been chartered-out for five years commencing upon delivery. The five-year, net daily charter-out rate will be $57,000 per day.
Navios Orion – Three-Year Charter
The Navios Orion, a 76,602 dwt Panamax vessel built in 2005, has been chartered-out for approximately three and a half years, commencing April 1st 2009 through December, 2012. The three-year, net daily charter-out rate will be $49,400 per day, which compares favorably to the vessel’s expiring two-year net daily charter-out rate of $27,312 per day.
Navios Achilles – Three-Year Charter
The Navios Achilles, a 52,063 dwt Ultra-Handymax vessel built in 2001, has been chartered-out for three years, commencing February 23, 2009. The three-year, net daily charter-out rate will be $38,009 per day, which compares favorably to the vessel’s expiring two-year net daily charter-out rate of $21,138 per day.
Time Charter Coverage

 


 

As a result of these new charters, Navios Holdings has extended the coverage of its core fleet (excluding vessels acquired through the Kleimar N.V. transaction) to 98.6% for 2008, 68.7% for 2009, 47.1% for 2010 and 32.6% for 2011.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain.
Navios Holdings may, from time to time, be required to offer certain owned Capesize and Panamax vessels to Navios Maritime Partners L.P. for purchase at fair market value according to the terms of the Omnibus Agreement.
For more information about Navios Holdings please visit our website: www.navios.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 and Navios Holdings’ growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected revenues and time charters. Although 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 changes in the demand for dry bulk vessels, 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. 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.
Public & Investor Relations Contact:
Navios Maritime Holdings Inc.
Investor Relations
+1.212.279.8820
investors@navios.com