6-K
 
 
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: November 17, 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
 
 

 


 

     Third Quarter Financial Results; Quarterly Dividend; Extension of Repurchase Program; Cancellation of Unfixed Vessels
     On November 17, 2008, Navios issued a press release announcing the operational and financial results for the third quarter and nine months ended September 30, 2008. The press release also announced the declaration of Navios’ quarterly dividend. In addition, the press release announced an extension of Navios’ common stock repurchase program, as well as the cancellation of certain unfixed vessels. A copy of the press release is furnished as Exhibit 99.1 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.

 


 

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: November 18, 2008   
 

 


 

         
EXHIBIT INDEX
     
Exhibit No.   Exhibit
99.1
  Press Release dated November 17, 2008.

 

EX-99.1
Exhibit 99.1
Navios Maritime Holdings Inc. Reports Financial Results for the
Third Quarter and Nine Months Ended September 30, 2008
    Reports Net Income of $30.7 Million and $124.1 Million for the Quarter and Nine Months
 
    Reports Adjusted EBITDA of $58.6 Million and $142.7 Million for the Quarter and Nine Months
 
    Cancels 3 Unfixed Capesize Vessels — Reducing CapEx by $265.0 Million
 
    Cancels 9 Unfixed Charter-In Vessels — Reducing Annual Expense by $61.0 Million
 
    Updates Charter-Out Coverage to 82%, for 2009 and 59% for 2010
 
    Secures New Revolving Facility of $90.0 Million
 
    Expands Share Repurchase Program by $25.0 Million
 
    Declares Quarterly Dividend of $0.09 per Share for Q3
 
    Revises Quarterly Dividend Policy to $0.06 per Share for Future Periods
PIRAEUS, GREECE, November 17, 2008, Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: “NM”), a global, vertically integrated seaborne shipping and logistics company, today reported financial results for the third quarter and nine months ended September 30, 2008.
“We believe that Navios’ flexible business model and conservative strategy will benefit us during this difficult period in the drybulk market,” stated Angeliki Frangou Chairman and CEO of Navios Holdings. “Consistent with past practices, we entered into long-term charters-out and, as a result, our core fleet is 82% covered for 2009 and 59% covered for 2010. We have also taken steps to preserve capital by cancelling 12 unfixed vessels.”
Ms. Frangou continued, “We are paying dividends for the third quarter of $0.09 per share. We remain committed to returning capital to shareholders while allowing for future growth. We have increased the share repurchase program by $25.0 million and intend to maintain a quarterly dividend of $0.06 per share, commencing with the fourth quarter of 2008.
Q3 2008 HIGHLIGHTS — RECENT DEVELOPMENTS
Cancellation of Three Unfixed Capesize Newbuildings:
In November 2008, Navios Holdings cancelled three Capesize vessels scheduled for delivery to Navios Holdings’ owned fleet in Q4 2009 and Q1 2010. These vessels had not been chartered-out, and the cancellation will result in capital expenditure savings of $265.0 million. Installments already paid to the shipyard were applied towards future payments on three other Capesize vessels under construction with the same shipyard in South Korea. The cancellation fee was $1.5 million in total.
In October 2008, Navios Holdings cancelled six Kamsarmax vessels scheduled for delivery in 2010 and 2011 to Navios Holdings’ long-term charter-in fleet. In November 2008, Navios Holdings also cancelled three Handysize vessels scheduled for delivery to Navios Holdings’ long-term charter-in fleet in 2010 and 2011. These vessels had not been chartered out, and the cancellation will result in annual savings of $61.0 million. All cancellations were at no cost.
Financing:
In November 2008, Navios Holdings entered into a new revolving credit facility of up to $90.0 million. The facility can be used for general corporate purposes. As of November 17, 2008, no amount had been drawn under this facility.
Dividend Policy:
On November 14, 2008, the Board of Directors declared a quarterly cash dividend with respect to the third quarter of 2008 of $0.09 per share of common stock. This dividend is payable on January 6, 2009, to stockholders of record as of December 22, 2008.
The Board revised our dividend policy for the fourth quarter of 2008 and subsequent periods to $0.06 per share ($0.24 per share annually). Our board of directors may amend our dividend policy from time to time in light of our capital needs, among other factors. The amount of dividends we can pay is also limited by our credit agreements.
Share Repurchase Program:
In October 2008 Navios Holdings completed a $50.0 million share repurchase program of Navios Holdings’ common stock, as approved by the Board of Directors on February 14, 2008. A total of 6,959,290 shares were repurchased under this program.
In November 2008, the Board of Directors approved a share repurchase program authorizing the purchase of up to $25.0 million of Navios Holdings’ common stock pursuant to a program adopted under Rule 10b5-1 under the Securities Exchange Act. The program does not require any minimum purchase or any specific number or amount of shares and may be suspended or reinstated at any time in Navios Holdings’ discretion and without notice.

 


 

Warrant Exercises:
During the nine months ended September 30, 2008, Navios Holdings issued 1,349,868 shares of common stock following the exercise of warrants. The exercise of these warrants generated $6.7 million of cash proceeds. As of September 30, 2008, Navios Holdings had 102,989,458 shares of common stock outstanding and 6,452,837 warrants remaining outstanding. As of November 17, 2008, Navios Holdings had 100,816,958 shares of common stock outstanding and 6,451,337 warrants remaining outstanding. The warrants expire in accordance with their terms on December 9, 2008.
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 Maritime Partners L.P. (“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 October 2008, Navios Holdings took delivery of Navios Ulysses, a 2007 built, 55,728 dwt Ultra Handymax vessel built in Japan. The total acquisition price of the vessel amounted to $79.6 million. The vessel commenced a five-year time charter at a net daily rate of $31,281.
Update on Navios Maritime Acquisition Corporation:
The initial public offering of Navios Maritime Acquisition Corporation closed on July 1, 2008. The offering raised gross proceeds of $253.0 million. The units, common stock 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 Corporation. In addition, Navios Holdings has purchased 7.6 million warrants for $1 per warrant.
Update on Navios South American Logistics:
Navios South American Logistics Inc. (“Navios Logistics”) completed its acquisition program of six push boats, 108 dry barges and three 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 tanker, built in 2008 which was employed as of August 2, 2008 in the Argentinean cabotage business.
Navios Logistics began construction of a new silo at its port facility in Uruguay. The silo is expected to be fully operational by April 2009 in time for the new crop season and will add an additional 80,000 metric tons of storage capacity. The project is fully funded by Navios Logistics’ internally generated cash.
Financial Highlights
Throughout this press release, “Adjusted EBITDA” for the three and nine months ended September 30, 2008 and 2007 is defined as EBITDA, excluding unrealized losses from marked-to-market valuations of sponsor warrants acquired as part of the initial public offering of Navios Maritime Acquisition Corporation.
    Revenues increased by 74% to $371.3 million in the third quarter of 2008 from $212.9 million in the same period in 2007
 
    Adjusted EBITDA increased by 1% to $58.6 million in the third quarter of 2008 from $57.9 million for the same period in 2007
 
    Adjusted EBITDA increased by 6% to $142.7 million in the nine months ended September 30, 2008 from $135.1 million for the same period in 2007
 
    Net debt to book capitalization was 40.0% at September 30, 2008 compared with 7.4% at December 31, 2007
 
    Stockholders’ Equity increased by 7.4% to $825.8 million at September 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 nine month periods ended September 30, 2008 and 2007. The quarterly and nine 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.

 


 

Third Quarter 2008 Results (in thousands of US Dollars):
                 
    Three   Three
    Months   Months
    ended   ended
    September 30,
2008
  September 30,
2007
Revenue
  $ 371,285     $ 212,887  
EBITDA
  $ 56,955     $ 57,909  
Adjusted EBITDA (*)
  $ 58,555     $ 57,909  
Net income
  $ 30,676     $ 36,520  
EPS
  $ 0.29     $ 0.36  
 
(*)   Adjusted EBITDA for the three months ended September 30, 2008 excludes $1.6 million relating to the accounting treatment of unrealized losses on sponsor warrants acquired as part of the initial public offering of Navios Maritime Acquisition Corporation
Revenue from vessel operations for the three months ended September 30, 2008 was $337.7 million as compared to $210.1 million for the same period during 2007. The increase in revenue is mainly attributable to the increase in Time Charter Equivalent (“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 59.9% from $31,122 per day in the third quarter of 2007 to $49,769 per day in the same period of 2008. The available days for the fleet increased by 15.9% to 6,036 in the third quarter of 2008 from 5,207 days in the same period of 2007.
Revenue from the logistics business was approximately $33.6 million for the three months ended September 30, 2008 as compared to $2.8 million during the same period of 2007. This is due to the acquisition of Horamar Group in January 2008.
EBITDA for the third quarter of 2008 and 2007 was $57.0 million and $57.9 million, respectively. Adjusted EBITDA for the third quarter of 2008 and 2007 was $58.6 million and $57.9 million, respectively. Adjusted EBITDA reflects EBITDA adjusted for the effect of the unrealized losses on warrants acquired as part of the initial public offering of Navios Acquisition. The increase in Adjusted EBITDA of $0.7 million was primarily due to an increase in revenue by $158.4 million from $212.9 million in the third quarter of 2007 to $371.3 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 $0.6 million from $6.7 million in the third quarter of 2007 to $6.1 million for the same period in 2008, an increase in equity in net earnings from affiliated companies by $3.6 million and an increase in gain on sale of assets by $24.9 million, due to the sale of vessel Navios Aurora I to Navios Partners. This overall favorable variance of $187.5 million was mitigated mainly by a decrease in gain of FFA trading by $5.0 million from $10.2 million for the third quarter of 2007 to $5.2 million for the same period in 2008, an increase in time charter, voyage and logistic business expenses by $174.8 million from $154.2 million in the third quarter of 2007 to $329.0 million for the same period in 2008, an increase in general and administrative expenses by $4.5 million from $5.0 million in the second quarter of 2007 to $9.5 million for the same period in 2008 (excluding the $0.7 million share-based compensation for the second quarter of 2008), a decrease of $0.7 million relating to interest income from finance leases, an increase in minority interest of $0.9 million and an increase in net other expenses (excluding unrealized losses on warrants) of $0.9 million.
Net income for the third quarter ended September 30, 2008 was $30.7 million as compared to $36.5 million for the comparable period in 2007. The decrease of Net income by $5.8 million was mainly affected by a $6.0 million increase in depreciation and amortization expense mainly due to the purchase price allocation from the acquisition of Horamar, a $1.1 million decrease in interest income, a $0.1 million increase in amortization of drydock and special survey, the unrealized losses on warrants of $1.6 million and a $0.7 million increase in share-based compensation expense. This was mitigated by a $0.7 million increase in Adjusted EBITDA, the $1.1 million decrease in interest expense and the $1.9 million decrease in income taxes.
Nine months ended September 30, 2008 Results (in thousands of US Dollars):
                 
    Nine Months   Nine Months
    ended   ended
    September 30,   September 30,
    2008   2007
Revenue
  $ 1,063,994     $ 449,890  
EBITDA
  $ 141,128     $ 135,122  
Adjusted EBITDA (*)
  $ 142,728     $ 135,122  
Net income
  $ 124,089     $ 74,485  
Adjusted Net income (**)
  $ 66,841     $ 74,485  
EPS
  $ 1.18     $ 0.79  
Adjusted EPS (**)
  $ 0.63     $ 0.79  

 


 

 
(*)   Adjusted EBITDA for the three months ended September 30, 2008 excludes $1.6 million relating to the accounting treatment of unrealized losses on sponsor warrants acquired as part of the initial public offering of Navios Maritime Acquisition Corporation
 
(**)   Adjusted Net income and Adjusted EPS for the nine months ended September 30, 2008 do not include effect of a $57.2 million write-off of deferred Belgian taxes.
Revenue from vessel operations for the nine months ended September 30, 2008 was $983.4 million as compared to $442.2 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 87.0% from $25,561 per day in the first nine months of 2007 to $47,798 per day in the same period of 2008. The available days for the fleet increased by 37.4% to 18,040 days in the first nine months of 2008 from 13,125 days in the same period of 2007.
Revenue from the logistics business was approximately $80.5 million in the first nine months of 2008 as compared to $7.7 million during the same period of 2007. This is due to the acquisition of Horamar group in January 2008.
EBITDA for the first nine months of 2008 and 2007 was $141.1 million and $135.1 million, respectively. Adjusted EBITDA for the first nine months of 2008 and 2007 was $142.7 million and $135.1 million, respectively. Adjusted EBITDA reflects EBITDA adjusted for the effect of the unrealized losses on warrants acquired as part of the initial public offering of Navios Acquisition. The increase in Adjusted EBITDA of $7.6 million was primarily due to an increase in revenue by $614.1 million from $449.9 million in nine months ended September 30, 2007 to $1,064 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 $2.1 million from $19.8 million in the first nine months of 2007 to $17.7 million for the same period in 2008, an increase in equity in net earnings from affiliated companies by $10.8 million, a gain of $27.7 million from the sale of assets in the first nine months of 2008. This overall favorable variance of $654.7 million was mitigated mainly by the decrease in gain of FFA trading by $3.8 million from $20.3 million for the first nine months of 2007 to $16.5 million for the same period in 2008, the increase in time charter, voyage and logistic business expenses by $625.1 million from $304.6 million in the first nine months of 2007 to $929.7 million for the same period in 2008, an increase in general and administrative expenses by $12.6 million from $14.1 million in the first nine months of 2007 to $26.7 million for the same period in 2008 (excluding the $2.2 million share-based compensation for the first nine months of 2008), an increase in minority interest by $2.7 million and a decrease of $2.9 million in net other expenses (including interest income from finance leases and excluding unrealized losses on warrants).
Net income for the first nine months of 2008 was $124.1 million as compared to $74.5 million for the comparable period in 2007. Net income for the first nine months of 2008 includes a $57.3 million write-off of deferred Belgian taxes. Adjusting for this item, net income for the first nine months of 2008 would have been $66.8 million. The decrease of Adjusted Net income by $7.7 million was mainly affected by a $19.8 million increase in depreciation and amortization expense mainly due to the purchase price allocation from the acquisition of Horamar, a $0.1 million increase in amortization of deferred drydock and special survey, the unrealized losses on warrants of $1.6 million and a $2.2 million increase in share-based compensation expense. This was mitigated by a $7.6 million increase in Adjusted EBITDA, the increase in interest income by $1.4 million, the $2.7 million decrease in interest expense and the $4.3 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 ten years. As a result, as of November 17, 2008, Navios Holdings has currently contracted 100.0%, 81.8% and 59.3% of its available days on a charter-out basis for 2008, 2009 and 2010, respectively, equivalent to $220.0 million, $232.7 million and $260.8 million in revenue, respectively. The average contractual daily charter-out rate for the core fleet is $24,744, $28,515 and $35,917 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 Options:
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 eight of the 11 long-term chartered-in vessels on order (on two of the 12 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 nine month periods ended September 30, 2008 and 2007.

 


 

                                 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,   September 30,   September 30,
    2008   2007   2008   2007
    (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
Available Days (1)
    6,036       5,207       18,040       13,125  
Operating Days (2)
    6,032       5,199       18,014       13,115  
Fleet Utilization (3)
    99.9 %     99.8 %     99.9 %     99.9 %
Time Charter Equivalent including FFAs (4)
  $ 50,658     $ 33,090     $ 48,724     $ 27,108  
Time Charter Equivalent excluding FFAs (4)
  $ 49,769     $ 31,122     $ 47,798     $ 25,561  
 
(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 53 vessels totaling 5.1 million dwt, of which 25 are owned and 28 are chartered-in under long term charters. The company currently operates 34 vessels totaling 2.6 million dwt and has 19 newbuildings to be delivered. These vessels are expected to be delivered at various dates through 2013. The average age of the operating fleet is 4.6 years.
Exhibit 2 displays the “Core Fleet” profile of Navios Holdings.
Conference Call:
As already announced, tomorrow, Tuesday, November 18, 2008 at 8:30 am EDT, Navios Holdings’ members of senior management will host a conference call to provide highlights and commentary on the third quarter and first nine months 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: Tuesday, November 18, 2008; 8:30 am EST
Call Title: Navios Maritime Holdings Inc. Q3 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
International Replay Dial In: +1.412.317.0088
Replay Passcode: 425010#
This call will be simultaneously Webcast at the following Web address: http://services.choruscall.com/links/navios081118.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)
                 
    September 30,   December 31,
    2008   2007
    (unaudited)        
ASSETS
               
Current assets
               
Cash and cash equivalents
  $ 121,158     $ 427,567  
Restricted cash
    33,555       83,697  
Accounts receivable, net of allowance for doubtful accounts of $5,985 as at September 30, 2008 and $5,675 as at December 31, 2007
    91,705       104,968  
Short term derivative asset
    243,563       184,038  
Short term backlog asset
    88       2,454  
Due from affiliate companies
    3,436       4,458  
Prepaid expenses and other current assets
    52,707       41,063  
Total current assets
    546,212       848,245  
Deposit for vessels acquisitions
    379,677       208,254  
Vessels, port terminal and other fixed assets, net
    673,295       425,591  
Long term derivative assets
    48,907       90  
Deferred financing costs, net
    13,037       13,017  
Deferred dry dock and special survey costs, net
    4,781       3,153  
Investments in leased assets
    19,137       58,756  
Other long term assets
    6,300        
Investments in affiliates
    5,071       1,079  
Investments in available for sale securities
    23,580        
Long term backlog asset
          44  
Intangible assets other than goodwill
    350,281       341,965  
Goodwill
    135,998       70,810  
Total non-current assets
    1,660,064       1,122,759  
Total assets
  $ 2,206,276     $ 1,971,004  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities
               
Accounts payable
  $ 66,009     $ 106,665  
Accrued expenses
    56,073       37,926  
Deferred income
    17,586       31,056  
Short term derivative liability
    179,693       256,961  
Deferred tax liability
          3,663  
Current portion of long term debt
    14,962       14,220  
Total current liabilities
    334,323       450,491  
Senior notes, net of discount
    298,293       298,149  
Long term debt, net of current portion
    440,106       301,680  
Unfavorable lease terms
    82,111       96,217  
Long term liabilities
    42,784       638  
Deferred tax liability
    25,108       53,807  
Long term derivative liability
    33,279       818  
Total non-current liabilities
    921,681       751,309  
Total liabilities
    1,256,004       1,201,800  
Minority interest
    124,481        
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 102,989,458 and 106,412,429 as of September 30, 2008 and December 31, 2007, respectively
    10       11  
Additional paid-in capital
    503,924       536,306  
Accumulated other comprehensive loss
    (26,254 )     (19,939 )
Retained earnings
    348,111       252,826  
Total stockholders’ equity
    825,791       769,204  
Total liabilities and stockholders’ equity
  $ 2,206,276     $ 1,971,004  


 

NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of US Dollars — except per share data)
                                 
    Three Month     Three Month     Nine Month     Nine Month  
    Period ended     Period ended     Period ended     Period ended  
    September 30,     September 30,     September 30,     September 30,  
    (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Revenue
  $ 371,285     $ 212,887     $ 1,063,994     $ 449,890  
Gain on Forward Freight Agreements
    5,187       10,249       16,523       20,299  
Time charter, voyage and logistic business expenses
    (329,026 )     (154,228 )     (929,664 )     (304,625 )
Direct vessel expenses
    (6,469 )     (6,948 )     (18,987 )     (20,972 )
General and administrative expenses
    (10,233 )     (4,996 )     (28,928 )     (14,098 )
Depreciation and amortization
    (14,641 )     (8,619 )     (42,083 )     (22,313 )
Interest income from investments in finance lease
    240       946       1,865       2,592  
Interest income
    1,522       2,642       7,100       5,730  
Interest expense and finance cost, net
    (11,664 )     (12,783 )     (36,040 )     (38,782 )
Gain on sale of assets/partial sale of subsidiary
    24,940             27,688        
Other income
    147       (390 )     324       349  
Other expense
    (3,400 )     (377 )     (4,904 )     (1,125 )
 
                       
 
                               
Income before equity in net earnings of affiliate companies and joint venture
    27,888       38,383       56,888       76,945  
Equity in net Earnings of Affiliated Companies and Joint Venture
    3,949       302       12,285       1,518  
 
                       
Net income before taxes and minority interest
  $ 31,837     $ 38,685     $ 69,173     $ 78,463  
Income taxes
    (228 )     (2,165 )     57,640       (3,978 )
 
                       
Net income before minority interest
    31,609       36,520       126,813       74,485  
Minority Interest
    (933 )           (2,724 )      
 
                       
Net income
  $ 30,676     $ 36,520     $ 124,089     $ 74,485  
 
                       
Less:
                               
Incremental fair value of securities offered to induce warrants exercise
  $     $     $     $ (4,195 )
 
                       
Income available to common shareholders
    30,676       36,520       124,089       70,290  
 
                       
Earnings per share, basic
  $ 0.29     $ 0.36     $ 1.18     $ 0.79  
 
                       
Weighted average number of shares, basic
    104,426,762       101,790,855       105,494,192       88,934,754  
 
                       
Earnings per share, diluted
  $ 0.29     $ 0.34     $ 1.13     $ 0.73  
 
                       
Weighted average number of shares, diluted
    107,481,341       108,334,456       109,441,193       95,816,197  
 
                       


 

NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of US Dollars)
                 
    Nine Month     Nine Month  
    Period ended     Period ended  
    September 30,     September 30,  
    2008     2007  
    (unaudited)     (unaudited)  
OPERATING ACTIVITIES:
               
Net cash (used in)/provided by operating activities
    (18,023 )     173,010  
 
           
INVESTING ACTIVITIES:
               
Acquisition of subsidiary, net of cash acquired
    (105,069 )     (145,436 )
Deposits in escrow in connection with acquisition of subsidiary
    (5,000 )      
Acquisition of vessels
    (39,161 )     (44,490 )
Deposits for vessel acquisitions
    (173,473 )     (48,002 )
Investment in affiliates
    (7,600 )      
Receipts from finance lease
    4,705       7,257  
Proceeds from sale of assets
    70,088        
Purchase of property and equipment
    (95,607 )     (334 )
 
           
Net cash used in investing activities
    (351,117 )     (231,005 )
 
           
FINANCING ACTIVITIES:
               
Proceeds from long term loan, net of deferred finance fees
    153,784       122,075  
Repayment of long term debt
    (27,637 )     (127,390 )
Dividends paid
    (28,804 )     (19,029 )
Acquisition of treasury stock
    (41,361 )      
Issuance of common stock
    6,749       231,723  
 
           
Net cash provided by financing activities
    62,731       207,379  
 
           
(Decrease) increase in cash and cash equivalents
    (306,409 )     149,384  
 
           
Cash and cash equivalents, beginning of period
    427,567       99,658  
 
           
Cash and cash equivalents, end of period
  $ 121,158     $ 249,042  
 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
Cash paid for interest
  $ 39,977     $ 27,307  
Cash paid for income taxes
  $ 1,650     $  
 
           

 


 

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   September 30,   September 30,
(in thousands of US Dollars)   2008   2007
Net cash provided by operating activities
  $ (81,571 )   $ 92,818  
Net increase in operating assets
    (30,357 )     40,022  
Net increase in operating liabilities
    138,305       (92,234 )
Net interest cost
    11,626       10,141  
Deferred finance charges
    (560 )     (464 )
Unrealized gain (loss) on FFA derivatives, warrants and interest rate swaps
    (5,963 )     6,602  
Provision for losses on accounts receivable
    (118 )        
Earnings in affiliates and joint ventures, net of dividends received
    819       302  
Payments for drydock and special survey
    767       722  
Minority interest
    (933 )      
Gain on sale of assets/partial sale of subsidiary
    24,940        
EBITDA
  $ 56,955     $ 57,909  
                 
Nine Months Ended   September 30,   September 30,
(in thousands of US Dollars)   2008   2007
Net cash provided by operating activities
  $ (18,023 )   $ 173,010  
Net increase (decrease) in operating assets
    (67,516 )     99,659  
Net (increase) decrease in operating liabilities
    174,973       (182,014 )
Net interest cost
    30,425       33,052  
Deferred finance charges
    (1,485 )     (1,395 )
Provision for losses on accounts receivable
    (118 )     550  
Unrealized gain (loss) on FFA derivatives, warrants and interest rate swaps
    (9,130 )     9,295  
Earnings in affiliates and joint ventures, net of dividends received
    3,983       840  
Payments for drydock and special survey
    3,055       2,125  
Minority interest
    (2,724 )      
Gain on sale of assets/partial sale of subsidiary
    27,688        
EBITDA
  $ 141,128     $ 135,122  

 


 

EXHIBIT 2
CORE FLEET
Owned Vessels
                                     
        Year   Deadweig   Charter-out   Expiration
Vessel Name(1)   Vessel Type   Built   ht   Rate(2)   Date(3)
    (in metric tons)
Navios Ionian
  Ultra Handymax     2000       52,068       22,219       03/18/2009  
Navios Apollon
  Ultra Handymax     2000       52,073       23,700       11/08/2012  
Navios Horizon
  Ultra Handymax     2001       50,346       36,100       08/24/2011  
Navios Herakles
  Ultra Handymax     2001       52,061       26,600       05/12/2009  
Navios Achilles
  Ultra Handymax     2001       52,063       21,138       02/22/2009  
 
                        38,009       03/07/2012  
Navios Meridian
  Ultra Handymax     2002       50,316       23,700       10/08/2012  
Navios Mercator
  Ultra Handymax     2002       53,553       19,950       02/11/2009  
 
                        31,350       02/12/2014  
Navios Arc
  Ultra Handymax     2003       53,514       27,693       05/25/2009  
Navios Hios
  Ultra Handymax     2003       55,180       24,035       11/30/2008  
 
                        9,500       04/30/2009  
Navios Kypros
  Ultra Handymax     2003       55,222       34,024       02/14/2011  
Navios Magellan
  Panamax     2000       74,333       21,850       02/06/2010  
Navios Star
  Panamax     2002       76,662       21,375       01/21/2010  
Navios Hyperion
  Panamax     2004       75,707       26,268       04/10/2009  
 
                        37,050       05/11/2014  
Navios Orbiter
  Panamax     2004       76,602       24,700       04/08/2009  
 
                        37,147       05/09/2014  
Navios Ulysses(4)
  Ultra Handymax     2007       55,728       31,281       10/10/2013  
Navios Aurora I(5)
  Panamax     2005       75,397              
Navios Asteriks
  Panamax     2005       76,801              
Vanessa
  Product Handysize     2002       19,078              
Owned Vessels to be delivered
                                     
        Delivery           Charter-out   Expiration
Vessel Name   Vessel Type   Date   Deadweight   Rate(2)   Date(3)
    (in metric tons)
Navios Vega
  Ultra Handymax     03/2009       58,500              
Navios Pollux
  Capesize     06/2009       181,000       42,250       06/2019  
Navios Lumen
  Capesize     09/2009       181,000       44,850       09/2016  
Navios TBN
  Capesize     10/2009       172,000       41,325       10/2019  
Navios Bonavis(6)
  Capesize     10/2009       180,000       55,100       09/2014  
Navios TBN*
  Capesize     11/2009       180,000       45,500       12/2014  
Navios TBN
  Capesize     12/2009       172,000       39,900       12/2019  
Navios TBN
  Capesize     11/2009       172,000       57,000       11/2014  
 
*   allocated to a long term COA contract
Long-Term Chartered-in Fleet in Operation
                                             
                                        Expiration
Vessel Name   Vessel Type   Year Built   Deadweight   Purchase Option   Charter-out Rate(2)   Date(3)
    (in metric tons)
Navios Vector(8)
  Ultra Handymax     2002       50,296     No     9,500       10/16/2008  
 
                                9,738       10/17/2009  
Navios Astra
  Ultra Handymax     2006       53,468     Yes     34,200       08/11/2009  

 


 

                                             
                                        Expiration
Vessel Name   Vessel Type   Year Built   Deadweight   Purchase Option   Charter-out Rate(2)   Date(3)
    (in metric tons)
Navios Primavera
  Ultra Handymax     2007       53,464     Yes     20,046       05/09/2010  
Navios Cielo
  Panamax     2003       75,834     No     25,175       12/14/20082009  
 
                                14,773       06/12/2010200  
Navios Orion
  Panamax     2005       76,602     No     27,312       03/31/2009  
 
                                49,400       12/15/2012  
Navios Titan
  Panamax     2005       82,936     No     27,100       12/09/2010  
Navios Sagittarius
  Panamax     2006       75,756     Yes     25,413       01/31/2009  
 
                                26,125       02/01/2019  
Navios Altair
  Panamax     2006       83,001     No     22,715       09/20/2009  
Navios Esperanza
  Panamax     2007       75,200     No     37,056       08/09/2009  
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
  Ultra Handymax     2008       55,100     No     23,700       06/07/2013  
Long-Term Chartered-in Fleet to be Delivered
                             
        Delivery           Purchase
Vessel Name   Vessel Type   Date   Deadweight   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(9)
Kleimar TBN
  Capesize     04/2010       176,800     No
Navios TBN
  Handysize     08/2010       35,000     Yes(9)
Navios TBN
  Panamax     09/2011       80,000     Yes
Navios TBN
  Capesize     09/2011       180,200     Yes
Navios TBN
  Ultra Handymax     03/2012       61,000     Yes
Kleimar TBN
  Capesize     07/2012       180,000     Yes
Navios TBN
  Kamsarmax     01/2013       82,100     Yes
Navios TBN
  Ultra Handymax     07/2013       61,000     Yes
 
(1)   Capesize vessel Obeliks was sold for approximately $35.1 million in Q2 2008.
 
(2)   Daily Charter-out rate net of commissions.
 
(3)   Expected Redelivery basis midpoint of full redelivery period.
 
(4)   The vessel was delivered on October 10, 2008.
 
(5)   On July 1, 2008, the vessel was sold to Navios Partners for $79.9 million.
 
(6)   Navios Partners has the option to acquire this vessel for $135.0 million.
 
(7)   Generally, Navios Holdings may exercise its purchase option after three to five years of service.
 
(8)   Charterer has right to extend period at similar day rate.
 
(9)   The initial 50% purchase option on each vessel is held by Navios Holdings.