e6vk
 
 
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, 2009
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
 
 

 


 

     Operational and Financial Results; Quarterly Dividend; Agreement to Acquire Two Capesize Vessels
     On August 19, 2009, Navios issued a press release announcing the operational and financial results for the second quarter and six months ended June 30, 2009. The press release also announced the declaration of Navios’ quarterly dividend. 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 19, 2009, Navios issued a press release announcing it reached an agreement to acquire two Capesize vessels, to be delivered in second half of 2010. 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.

 


 

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 20, 2009   
 

 


 

         
EXHIBIT INDEX
     
Exhibit No.   Exhibit
99.1
  Press Release dated August 19, 2009.
 
99.2
  Press Release dated August 19, 2009.

 

exv99w1
Exhibit 99.1
Navios Maritime Holdings Inc. Reports Financial Results for the
Second Quarter and Six Months Ended June 30, 2009
    15.6% increase in quarterly EBITDA to $53.4 million compared to second quarter of 2008
 
    Reports EPS of $0.21 for the second quarter of 2009
 
    Declares quarterly dividend of $0.06 per share for the second quarter of 2009
 
    Updates charter-out coverage to 99.0% for 2009, 81.4% for 2010, 63.2% for 2011 and 57.7% for 2012
PIRAEUS, GREECE August 19, 2009 — 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, 2009.
“We are pleased with our performance for the first six months. We have solidified our balance sheet, originated approximately $700.0 million of long term debt financing and agreed to issue $213.1 million of mandatorily convertible preferred stock. We have also improved our cash flow by acquiring six new vessels which will generate about $60.0 million of annual EBITDA. We accomplished all of this while protecting shareholders interests”, stated Angeliki Frangou, Chairman and CEO of Navios Holdings. Ms. Frangou continued, “We believe that our good reputation, strong balance sheet and significant cash flow afford Navios the opportunity to be patient while we await market developments.”
SECOND QUARTER 2009 HIGHLIGHTS — RECENT DEVELOPMENTS
Acquisition of Six New Capesize Vessels
Navios Holdings agreed to purchase four Capesize vessels in June 2009 and two Capesize vessels in August 2009. All vessels are currently under construction at the same South Korean shipyard. The vessels will be employed under existing long term charter-out agreements with an average length of 9.8 years. The vessels are expected to generate approximately $60.0 million in annual EBITDA (assuming operating expense of $5,000 per day and 360 revenue days per year).
The nominal purchase price for the six new vessels is approximately $466.0 million, of which $213.1 million was funded by mandatorily convertible preferred stock (described below). The use of preferred stock that mandatorily converts into common at a price of not less than $10.00 per share effectively reduces the average vessel acquisition price to $61.1 million from a nominal acquisition price of $77.7 million.
The details of the six new Capesize vessels and their related charters are set forth in the below table:
                                             
                    Annual   Charter-out   Charter    
                Delivery   EBITDA   rate per day   Term    
Name   Type   DWT   Date   (millions)   (net)   (years)   Profit Share
NB1
  Capesize     180,000     8/2010   $ 8.7     $ 29,356       12     50/50 in excess of $37,500
NB2
  Capesize     180,000     9/2010   $ 8.7     $ 29,356       10     50/50 in excess of $38,500
NB3
  Capesize     180,000     2/2011   $ 8.7     $ 29,356       12     50/50 in excess of $37,500
NB4
  Capesize     180,000     8/2010   $ 16.4     $ 50,588       5     n/a
NB5
  Capesize     180,000     10/2010   $ 8.7     $ 29,356       10     50/50 in excess of $38,500
NB6
  Capesize     180,000     12/2010   $ 8.7     $ 29,356       10     50/50 in excess of $38,500

 


 

Delivery of Three Newbuild Capesize Vessels
During June and July 2009, Navios Holdings took scheduled delivery of three newbuild Capesize vessels, constructed by South Korean shipyards. The three vessels will be employed under existing long-term charter-out contracts that are expected to generate a total annual EBITDA of approximately $46.6 million (assuming operating expense of $5,000 per day and 360 revenue days per year). These contracts have been insured by an AA+ EU governmental agency.
Navios Holdings issued a $20.0 million unsecured bond due 2012 (“Debt Security”) in partial payment of the acquisition price of a Capesize vessel. The Debt Security is not convertible into any other security of Navios Holdings. Interest will accrue on the principal amount of the Debt Security at the rate of 6% per annum. All accrued interest (which will not be compounded) will be first due and payable in July 2012, on the maturity date. The Debt Security may be prepaid by Navios Holdings at any time without penalty.
Issuance of Mandatorily Convertible Preferred Stock
In June 2009 and August 2009, Navios Holdings agreed to issue $213.1 million in mandatorily convertible preferred stock. $52.8 million will be used to partially finance three existing Capesize vessels, scheduled for delivery in the fourth quarter of 2009, in accordance with the amended agreements.
In general, the holders of the mandatorily convertible preferred stock will receive an annual dividend equal to 2%, payable quarterly, until such time as the preferred stock converts into common stock.
The preferred shares will mandatorily convert into common stock upon the following events: (1) following the third anniversary of issuance, if the common stock closing price is at least $20.00 per share for 10 consecutive business days, then the outstanding shares of preferred stock automatically convert at a conversion price of $14.00 per share of common stock; and (2) 30% of the then-outstanding mandatorily convertible preferred stock will mandatorily convert into common stock five years from the date of issuance and any remaining then-outstanding preferred stock will convert 10 years from the date of issuance at a $10.00 price per share of common stock.
The holder shall have the right to convert the shares of preferred stock into common stock prior to the scheduled maturity date at a price of $14.00 per share of common stock.
The number of shares of common stock that may be issued ranges from 15.2 million, if all shares of preferred stock are converted at $14.00 per share, to 21.3 million, if all shares of preferred stock are converted at $10.00 per common share.
Sale of All Rights to the Panamax Vessel “Navios Sagittarius”
On June 10, 2009, Navios Holdings sold to Navios Maritime Partners L.P. (“Navios Partners”) all of the rights to the Navios Sagittarius, a 2006 Japanese-built Panamax vessel with a capacity of 75,756 dwt, including a long term charter-out agreement through November 2018. The sale price amounted to $34.6 million and was received entirely in cash.

 


 

12-month Option for the Capesize Navios Bonavis (ex TBN I) — Replacing Purchase Obligation
Navios Holdings released Navios Partners from its obligation to purchase the Capesize vessel Navios Bonavis for $130.0 million and instead has granted a 12-month option to purchase the vessel for $125.0 million. In return, Navios Partners issued to Navios Holdings 1,000,000 subordinated series A units. For purposes of US GAAP, this issuance was recognized as a $6.1 million Non-Cash Income for the second quarter ended June 30, 2009.
In connection with this transaction, Navios Holdings was also released, for a two-year period, from the Omnibus Agreement restriction prohibiting Navios Holdings from acquiring qualifying vessels from third parties. Navios Holdings was not released from the requirement that it offer to sell to Navios Partners qualifying vessels in Navios Holdings’ existing fleet. Navios Partners also issued 20,408 additional general partnership units to the General Partner in exchange for $0.2 million.
Following the above transactions, Navios Holdings owns a 46.7% equity interest in Navios Partners which includes 2% general partner interest.
Financial Highlights
    EBITDA increased by 15.6% to $53.4 million in the second quarter of 2009 from $46.2 million in the same period in 2008
 
    EBITDA increased by 13.8% to $95.8 million in the six months ended June 30, 2009 from $84.2 million fin the same period in 2008
 
    Maintained net debt to book capitalization at 45.0% at June 30, 2009 compared with 43.5% at December 31, 2008
 
    Shareholders’ Equity increased by 6.5% to $858.0 million at June 30, 2009 compared with $805.8 million at December 31, 2008
Dividend Policy:
The Board of Directors declared a quarterly cash dividend for the second quarter of 2009 of $0.06 per share of common stock. This dividend is payable on October 2, 2009 to stockholders of record as of September 18, 2009. The declaration and payment of any further dividend remains subject to the discretion of the Board and will depend on, among other things, Navios Holdings’ cash requirements as measured by market opportunities and restrictions under its credit agreements.
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 12 years. As of August 19, 2009, Navios Holdings had contracted 99.0%, 81.4%, 63.2% and 57.7% of its available days on a charter-out basis for 2009, 2010, 2011 and 2012, respectively, equivalent to $251.6 million, $307.1 million, $317.4 million and $305.7 million in revenue, respectively. The average contractual daily charter-out rate for the core fleet is $25,708, $30,471, $34,627 and $35,422 for 2009, 2010, 2011 and 2012, respectively. The average daily charter-in rate for the active long-term charter-in vessels for 2009 is $10,003.
The above figures do not include vessels servicing the Contracts of Affreightment (“COA”) and Logistics businesses.
Fleet Profile:
Navios Holdings controls a fleet of 59 vessels totaling 6.3 million dwt, of which 32 are owned and 27 are chartered-in under long-term charters. Navios Holdings currently operates 38 vessels (eight Capesize, 13 Panamax, 16 Ultra Handymax and one Handysize product tanker vessel) totaling 3.3 million dwt and has 21 newbuildings to be delivered. These vessels are expected to be delivered at various dates through 2013. The average age of the operating fleet is 4.8 years.

 


 

Exhibit 2 displays the “Core Fleet” profile of Navios Holdings.
Financial Results
For the following results and the selected financial data presented herein, Navios Holdings has compiled consolidated statement of income for the three month periods ended June 30, 2009 and 2008. The 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 2009 Results (in thousands of U.S. dollars, unless otherwise stated, except per share data):
                 
    Three Months   Three Months
    ended   ended
    June 30, 2009   June 30, 2008
Revenue
  $ 142,208     $ 328,040  
EBITDA (*)
  $ 53,393     $ 46,175  
Net income (*)
  $ 22,137     $ 79,166  
EPS (*)
  $ 0.21     $ 0.72  
 
(*)   EBITDA, Net Income and EPS for the three months ended June 30, 2009, were positively affected by $16.8 million gain on sale of assets, $6.1 million non cash compensation from Navios Partners and were negatively affected by $13.8 million unrealized mark-to-market losses on common units of Navios Partners accounted for as available for sale securities. Net Income and EPS for the three month period ended June 30, 2008 were positively affected by the effect of a $57.3 million write-off of deferred Belgian taxes and $0.2 million gain on sale of assets.
Revenue from vessel operations for the three months ended June 30, 2009 was $107.1 million as compared to $302.5 million for the same period during 2008. The decrease in revenue was mainly attributable to a) the decrease in Time Charter Equivalent (“TCE”) per day by 43.6% to $26,684 per day in the first quarter of 2009 from $47,313 per day in the same period of 2008 and b) the decrease in the available days for the fleet by 37.8% to 3,721 in the first quarter of 2009 from 5,987 days in the same period of 2008. The decrease in days is mainly attributable to the significantly reduced short term fleet activity by 2,461 days, from 3,035 days in the second quarter of 2008 to 574 days in the second quarter of 2009.
Revenue from the logistics business was $35.1 million for the three months ended June 30, 2009 as compared to $25.5 million during the same period of 2008. This increase was mainly due to the increased fleet of Navios Logistics (which became operating in the fourth quarter of 2008) compared to the same period of 2008.
EBITDA for the second quarter of 2009 and 2008 was $53.4 million and $46.2 million, respectively. The $7.2 million increase in EBITDA was primarily due to a decrease in time charter, voyage and logistic business expenses by $197.6 million from $280.5 million in the second quarter of 2008 to $82.9 million in the same period in 2009 and an increase in gains from sale of assets by $16.6 million. This overall favorable variance of $214.2 was mitigated mainly by a decrease in revenue by $185.8 million from $328.0 million in the second quarter of 2008 to $142.2 million for the same period in 2009, an increase in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) by $0.9 million from $6.4 million in the second quarter of 2008 to $7.3 million for the same period in 2009, an increase in general and administrative expenses by $1.7 million from $8.4 million in the second quarter of 2008 to $10.1 million for the same period in 2009 (excluding $0.5 million and $0.7 million share-based compensation for the second quarter of 2009 and 2008, respectively), a decrease in gain from derivatives by $7.1 million from $7.7 million for the second quarter of 2008 to $0.6 million for the same period in 2009, an increase in net other expenses by $10.3 million, a decrease in equity in net earnings from affiliated companies by $0.9 million, from $6.3 million for the second quarter of 2008 to $5.4 million for the same period of 2009 and an increase in income attributable to non-controlling interests by $0.3 million from $1.3 million in the second quarter of 2008 to $1.6 million in the same period of 2009.
EBITDA from the logistics business was $8.6 million for the three months ended June 30, 2009 as compared to $8.2 million during the same period in 2008.

 


 

Net income for second quarter ended June 30, 2009 was $22.1 million as compared to $79.2 million for the comparable period of 2008. The decrease of net income by $57.1 million was mainly due to the increase of depreciation and amortization by $2.7 million, the increase in net interest expense by $5.4 million and the decrease in income tax by $56.4 million due to the write-off of deferred income taxes of $57.3 million in the second quarter of 2008. These were mitigated by the increase of $7.2 million in EBITDA discussed above, as well as the $0.2 million decrease in share-based compensation.
First Half of 2009 Results (in thousands of U.S. dollars, unless otherwise stated, except per share data):
                 
    Six Months   Six Months
    ended   ended
    June 30, 2009   June 30, 2008
Revenue
  $ 289,376     $ 654,546  
EBITDA (*)
  $ 95,771     $ 84,173  
Net income (*)
  $ 34,130     $ 93,411  
EPS (*)
  $ 0.33     $ 0.84  
 
(*)   EBITDA, Net Income and EPS for the six months ended June 30, 2009, were positively affected by $16.8 million gain on sale of assets, $6.1 million non cash compensation from Navios Partners and were negatively affected by $13.8 million unrealized mark-to-market losses on common units of Navios Partners, accounted for as available for sale securities. Net Income and EPS for the six month period ended June 30, 2008 were positively affected by the effect of a $57.3 million write-off of deferred Belgian taxes and $2.7 million gain on sale of assets.
Revenue from vessels operations for the six months ended June 30, 2009 was $224.9 million as compared to $607.5 million for the same period during 2008. The decrease in revenue was mainly attributable to a) the decrease in TCE per day by 41.2% to $27,544 per day in the first half of 2009 from $46,824 per day in the same period of 2008 and b) the decrease in the available days for the fleet by 36.7% to 7,601 in the first half of 2009 from 12,000 days in the same period of 2008. The decrease in days is mainly attributable to the significantly reduced short term fleet activity by 4,628 days, from 6,099 days in the first half of 2008 to 1,471 days in the first half of 2009.
Revenue from the logistics business was $64.4 million in the first half of 2009 as compared to $47.0 million during the same period of 2008. This increase was mainly due to the increased fleet of Navios Logistics (which commenced operations in the fourth quarter of 2008) compared to the same period of 2008.
EBITDA for the first half of 2009 and 2008 was $95.8 million and $84.2 million, respectively. The $11.6 million increase in EBITDA was primarily due to a decrease in time charter, voyage and logistic business expenses by $387.8 million from $562.5 million in the first half of 2008 to $174.7 million in the same period in 2009, an increase in equity in net earnings from affiliated companies by $2.2 million, from $8.3 million for the first half of 2008 to $10.5 million for the same period of 2009 and an increase in gains from sale of assets by $14.1 million. This overall favorable variance of $404.1 was mitigated mainly by a decrease in revenue by $365.1 million from $654.5 million in the first half of 2008 to $289.4 million for the same period in 2009, an increase in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) by $2.5 million from $11.5 million in the first half of 2008 to $14.0 million for the same period in 2009, an increase in general and administrative expenses by $3.6 million from $16.3 million in the first half of 2008 to $19.9 million for the same period in 2009 (excluding $1.1 million and $1.5 million share-based compensation for the first half of 2009 and 2008, respectively), a decrease in gain from derivatives by $9.7 million from $10.3 million for the first half of 2008 to $0.6 million for the same period in 2009, an increase in net other expenses by $11.4 million, and an increase in income attributable to non-controlling interests by $0.2 million from $1.8 million in the first half of 2008 to $2.0 million in the same period of 2009.
EBITDA from the logistics business was $14.4 million for the six months ended June 30, 2009 as compared to $14.1 million during the same period in 2008.

 


 

Net income for six months ended June 30, 2009 was $34.1 million as compared to $93.4 million for the comparable period of 2008. The decrease of net income by $59.3 million was mainly due to the increase in depreciation and amortization by $4.5 million, the increase in net interest expense by $10.3 million, the increase in drydock amortization by $0.2 million and the decrease in income taxes by $56.3 million due to the write-of of deferred income taxes of $57.3 million in the first half of 2008. These were mitigated by the increase of $11.6 million in EBITDA discussed above, as well as the $0.4 million decrease in share-based compensation.
Purchase Options:
Navios Holdings has options to acquire four of the 18 chartered-in vessels currently in operation within the next two years (two Ultra-Handymaxes, one Panamax and one Capesize) and eight of the ten 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 six month periods ended June 30, 2009 and 2008.
                                 
    Three Months Ended   Six Months Ended
    June 30, 2009   June 30, 2008   June 30, 2009   June 30, 2008
    (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
Available Days (1)
    3,721       5,987       7,601       12,000  
Operating Days (2)
    3,717       5,970       7,583       11,979  
Fleet Utilization (3)
    99.9 %     99.7 %     99.8 %     99.8 %
Equivalent Vessels
    40.9       65.8       42.0       65.9  
Time Charter Equivalent (4)
  $ 26,684     $ 47,313     $ 27,544     $ 46,824  
 
(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 are the number of available days in the relevant period less the aggregate number of days that the vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a relevant period during which vessels actually generate revenues.
 
(3)   Fleet utilization is the percentage of time that Navios Holdings’ vessels were available for 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, is defined as voyage and time charter revenues less voyage expenses during a relevant period divided by the number of available days during the period.
Conference Call:
As already announced, on Thursday, August 20, 2009 at 8:30 am EDT, Navios Holdings’ members of senior management will host a conference call to provide highlights and commentary on the second quarter and six months ended June 30, 2009.
A supplemental slide presentation will be available on the Navios Holdings website at http://www.navios.com under the “Investors” section at 7:30 am EDT on the day of the call. The conference call details are as follows:

 


 

Call Date/Time: Thursday, August 20, 2009; 8:30 am EST
Call Title: Navios Maritime Holdings Inc. Q2 2009 Financial Results Conference Call
US Dial In: +1.888.694.4702
International Dial In: +1.973.582.2741
Conference ID: 24691566
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: +1.800.642.1687
International Replay Dial In: +1.706.645.9291
Conference ID: 24691566
This call will be simultaneously Webcast at the following Web address:
http://www.videonewswire.com/event.asp?id=61411. 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 its 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.
About Navios Maritime Partners L.P.
Navios Maritime Partners L.P. (NYSE: NMM), a publicly traded master limited partnership formed by Navios Holdings is an owner and operator of Capesize and Panamax vessels. For more information, please visit its website: www.navios-mlp.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.

 


 

Contacts:
Public & Investor Relations
Navios Maritime Holdings Inc.
Investor Relations
+1.212.279.8820
investors@navios.com

 


 

EXHIBIT I
NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of US Dollars, except share data)
                 
    June 30,     December 31,  
    2009     2008  
    (unaudited)          
ASSETS
               
Current assets
               
Cash and cash equivalents
  $ 211,500     $ 133,624  
Restricted cash
    25,531       17,858  
Accounts receivable, net of allowance for doubtful accounts of $9,384 as at June 30, 2009 and $8,343 as at December 31, 2008
    72,996       109,780  
Short term derivative asset
    108,683       214,156  
Short term backlog asset
          44  
Due from affiliate companies
    6,509       1,677  
Prepaid expenses and other current assets
    27,447       28,270  
 
           
Total current assets
    452,666       505,409  
 
           
Deposit for vessel acquisitions
    477,058       404,096  
Vessels, port terminal and other fixed assets, net
    938,934       737,094  
Long term derivative assets
    22,223       36,697  
Other long term assets
    55,768       46,855  
Investments in affiliates
    9,166       5,605  
Investments in available for sale securities
    31,158       22,358  
Intangible assets other than goodwill
    320,285       347,878  
Goodwill
    147,632       147,632  
 
           
Total non-current assets
    2,002,224       1,748,215  
 
           
Total assets
  $ 2,454,890     $ 2,253,624  
 
           
LIABILITIES AND EQUITY
               
Current liabilities
               
Accounts payable
  $ 35,754     $ 72,520  
Dividends payable
    6,012       9,096  
Accrued expenses
    34,216       34,468  
Deferred income
    11,423       11,319  
Short term derivative liability
    66,205       128,952  
Current portion of long term debt
    82,190       15,177  
 
           
Total current liabilities
    235,800       271,532  
 
           
Senior notes, net of discount
    298,448       298,344  
Long term debt, net of current portion
    751,446       574,194  
Unfavorable lease terms
    66,458       76,684  
Long term liabilities and deferred income
    79,513       47,827  
Deferred tax liability
    23,326       26,573  
Long term derivative liability
    10,950       23,691  
 
           
Total non-current liabilities
    1,230,141       1,047,313  
 
           
Total liabilities
    1,465,941       1,318,845  
 
           
Commitments and contingencies
           
Stockholders’ equity
               
Preferred stock — $0.0001 par value, authorized 1,000,000 shares, 1,870 and none issued and outstanding as of June 30, 2009 and December 31, 2008, respectively
           
Common stock — $0.0001 par value, authorized 250,000,000 shares, issued and outstanding 100,205,184 and 100,488,784 as of June 30, 2009 and December 31, 2008, respectively
    10       10  
Additional paid-in capital
    502,248       494,719  
Accumulated other comprehensive loss
          (22,578 )
Retained earnings
    355,754       333,669  
 
           
Total stockholders’ equity
    858,012       805,820  
Noncontrolling interest
    130,937       128,959  
Total equity
    988,949       934,779  
 
           
Total liabilities and equity
  $ 2,454,890     $ 2,253,624  
 
           

 


 

NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of US Dollars — except per share data)
                                 
    Three Month     Three Month     Six Month     Six Month  
    Period ended     Period ended     Period ended     Period ended  
    June 30, 2009     June 30, 2008     June 30, 2009     June 30, 2008  
    (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Revenue
  $ 142,208     $ 328,040     $ 289,376     $ 654,546  
Time charter, voyage and logistic business expenses
    (82,883 )     (280,548 )     (174,682 )     (562,476 )
Direct vessel expenses
    (7,915 )     (6,885 )     (15,085 )     (12,518 )
General and administrative expenses
    (10,561 )     (9,065 )     (20,992 )     (17,778 )
Depreciation and amortization
    (16,377 )     (13,837 )     (31,917 )     (27,442 )
Interest income/(expense) and finance cost, net
    (14,737 )     (9,307 )     (29,102 )     (18,799 )
Gain on derivatives
    645       7,743       619       10,255  
Gain on sale of assets/partial sale of subsidiary
    16,790       174       16,790       2,748  
Other income/(expense), net
    (9,784 )     536       (10,992 )     462  
 
                       
Income before equity in net earnings of affiliate companies
    17,386       16,851       24,015       28,998  
Equity in net earnings of affiliated companies
    5,399       6,257       10,499       8,336  
 
                       
Income before taxes
  $ 22,785     $ 23,108     $ 34,514     $ 37,334  
Income taxes
    962       57,360       1,594       57,868  
 
                       
Net income
    23,747       80,468       36,108       95,202  
Less: Net income attributable to the noncontrolling interest
    (1,610 )     (1,302 )     (1,978 )     (1,791 )
 
                       
Net income attributable to Navios Holdings common stockholders
  $ 22,137     $ 79,166     $ 34,130     $ 93,411  
 
                       
 
Basic net income per share attributable to Navios Holdings common stockholders
  $ 0.22     $ 0.75     $ 0.34     $ 0.88  
 
                       
 
                               
Weighted average number of shares, basic
    99,839,013       105,990,135       99,947,002       106,181,035  
 
                       
 
                               
Diluted net income per share attributable to Navios Holdings common stockholders
  $ 0.21     $ 0.72     $ 0.33     $ 0.84  
 
                       
 
                               
Weighted average number of shares, diluted
    105,281,778       110,452,110       103,562,826       110,574,248  
 
                       

 


 

NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of US Dollars)
                 
    Six Month     Six Month  
    Period ended     Period ended  
    June 30, 2009     June 30, 2008  
    (unaudited)     (unaudited)  
OPERATING ACTIVITIES:
               
Net income attributable to Navios Holdings common stockholders
  $ 34,130     $ 93,411  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Non-cash adjustments
    34,934       (28,064 )
Decrease in operating assets
    26,644       36,760  
Increase/(Decrease) in operating liabilities
    19,839       (36,270 )
Payments for dry dock and special survey costs
    (1,831 )     (2,288 )
 
           
Net cash provided by operating activities
    113,716       63,549  
 
           
INVESTING ACTIVITIES:
               
Acquisition of subsidiary, net of cash acquired
          (105,069 )
Deposits in escrow in connection with acquisition of subsidiary
          (5,000 )
Restricted cash for assets acquisition
          (34,506 )
Acquisition of vessels
    (121,109 )     (39,161 )
Deposits for vessel acquisitions
    (105,657 )     (81,444 )
Receipts from finance lease
    268       4,569  
Proceeds from sale of assets
    34,600       35,088  
Purchase of property and equipment
    (28,002 )     (36,885 )
 
           
Net cash used in investing activities
    (219,900 )     (262,408 )
 
           
FINANCING ACTIVITIES:
               
Proceeds from long term loan, net of deferred finance fees
    214,104       104,089  
Repayment of long term debt and payment of principal
    (6,948 )     (24,710 )
Dividends paid
    (15,129 )     (19,191 )
Acquisition of treasury stock
    (717 )     (9,130 )
Increase in restricted cash
    (7,250 )      
Issuance of common stock
          4,494  
 
           
Net cash provided by financing activities
    184,060       55,552  
 
           
Increase/(decrease) in cash and cash equivalents
    77,876       (143,307 )
 
           
Cash and cash equivalents, beginning of period
    133,624       427,567  
 
           
Cash and cash equivalents, end of period
  $ 211,500     $ 284,260  
 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
Cash paid for interest
  $ 25,472     $ 21,328  
Cash paid for income taxes
  $ 1,191     $ 1,217  
 
           
Non-cash investing and financing activities
               
Issuance of shares, preferred stock and convertible debt in connection with the acquisition of vessels
  $ 39,070     $  

 


 

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.
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)   2009     2008  
Net cash provided by operating activities
  $ 63,729     $ 53,930  
Net increase (decrease) in operating assets
    (3,008 )     3,272  
Net increase in operating liabilities
    (24,925 )     (19,826 )
Net interest cost
    14,737       9,306  
Deferred finance charges
    (1,419 )     (461 )
Provision for losses on accounts receivable
    (1,041 )      
Unrealized loss on FFA derivatives, warrants and interest rate swaps
    (207 )     (2,863 )
Earnings in affiliates and joint ventures, net of dividends received
    (2,201 )     3,460  
Payments for drydock and special survey
    244       485  
Non-Controlling interest
    (1,610 )     (1,302 )
Unrealized losses on available for sale securities
    (13,778 )      
Non cash compensation received
    6,082        
Gain on sale of assets/partial sale of subsidiary
    16,790       174  
 
           
EBITDA
  $ 53,393     $ 46,175  
 
           
                 
Six Months Ended   June 30,     June 30,  
(in thousands of US Dollars)   2009     2008  
Net cash provided by operating activities
  $ 113,716     $ 63,549  
Net decrease in operating assets
    (26,644 )     (37,160 )
Net (increase) decrease in operating liabilities
    (19,839 )     36,668  
Net interest cost
    29,102       18,799  
Deferred finance charges
    (2,128 )     (925 )
Provision for losses on accounts receivable
    (1,041 )      
Unrealized loss on FFA derivatives, warrants and interest rate swaps
    (3,820 )     (3,167 )
Earnings in affiliates and joint ventures, net of dividends received
    (2,522 )     3,164  
Payments for drydock and special survey
    1,831       2,288  
Non-Controlling interest
    (1,978 )     (1,791 )
Unrealized losses on available for sale securities
    (13,778 )      
Non cash compensation received
    6,082        
Gain on sale of assets/partial sale of subsidiary
    16,790       2,748  
 
           
EBITDA
  $ 95,771     $ 84,173  
 
           

 


 

EXHIBIT 2
Owned Vessels
                         
Vessel Name   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 Ulysses
  Ultra Handymax     2007       55,728  
Navios Vega
  Ultra Handymax     2009       58,792  
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 Asteriks
  Panamax     2005       76,801  
Navios Pollux
  Capesize     2009       180,727  
Navios Happiness
  Capesize     2009       180,022  
Navios Bonavis
  Capesize     2009       180,022  
Vanessa
  Product Handysize     2002       19,078  
Owned Vessels to be delivered
                         
Vessel Name   Vessel   Delivery Date   Deadweight
                    (in metric tons)
Navios Aurora II
  Capesize     10/2009       172,000  
Navios Lumen
  Capesize     11/2009       181,000  
Navios Antares
  Capesize     11/2009       172,000  
Navios Stellar
  Capesize     12/2009       172,000  
Navios Phoenix
  Capesize     1/2010       180,000  
Navios Fulvia
  Capesize     8/2010       180,000  
NB2
  Capesize     8/2010       180,000  
NB3
  Capesize     9/2010       180,000  
NB4
  Capesize     2/2011       180,000  
NB5
  Capesize     10/2010       180,000  
NB6
  Capesize     12/2010       180,000  

 


 

Long term Chartered-in Fleet in Operation
                                 
            Year           Purchase
Vessel Name   Vessel Type   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 Armonia
  Ultra Handymax     2008       55,100     No 
Navios Cielo
  Panamax     2003       75,834     No 
Navios Orion
  Panamax     2005       76,602     No 
Navios Titan
  Panamax     2005       82,936     No 
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 
SC Lotta
  Capesize     2009       170,500     No 
Long term Chartered-in Fleet to be Delivered
                                 
                            Purchase
Vessel Name   Vessel Type   Delivery Date   Deadweight   Option(1)
                    (in metric tons)        
Phoenix Beauty
  Capesize     01/2010       170,500     No 
Kleimar TBN
  Capesize     04/2010       176,800     No 
Navios TBN
  Handysize     02/2011       35,000     Yes (2)
Navios TBN
  Handysize     04/2011       35,000     Yes (2)
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
  Panamax     01/2013       82,100     Yes 
Navios TBN
  Ultra Handymax     08/2013       61,000     Yes 
 
(1)   Generally, Navios Holdings may exercise its purchase option after three to five years of service.
 
(2)   The initial 50% purchase option on each vessel is held by Navios Holdings.

 

exv99w2
Exhibit 99.2
Navios Maritime Holdings Inc. Announces
Agreement to Acquire Two New Build Capesize Vessels
    Secured Long-Term Employment Generating Approximately $17.4 million of EBITDA Annually
 
    Issuance of $47.9 million of Mandatorily Convertible Preferred Stock
PIRAEUS, Greece, August 19, 2009 — Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: NM) a global, vertically integrated seaborne shipping and logistics company, announced today that it has reached an agreement to acquire two Capesize vessels, currently under construction at the same South Korean Shipyard, to be delivered in the second half of 2010.
Angeliki Frangou, Chairman and CEO of Navios Holdings stated, “This transaction results from our efforts to capitalize on the opportunity caused by the credit crises. The acquisition price, considering the use of mandatorily convertible preferred stock, is well below the current charter-free value of the vessels. As the vessels are secured by 10 year charters with creditworthy counterparties, we anticipate recovering more than 100% of the nominal acquisition price (150% of the effective acquisition price) through EBITDA during the term of these charters.
Ms. Frangou continued, “Using mandatorily convertible preferred stock continues to be a competitive advantage as we are able to issue equity significantly above the current market price of our common stock while engaging in transactions that are accretive to our existing shareholders. To date we have employed this financing technique to acquire six new building Capesize vessels and refinance three existing Capesize vessels.”
New Capesize Vessels
The aggregate nominal purchase price for the two new vessels will be approximately $141.5 million payable with a combination of cash, and mandatorily convertible preferred stock. The effective purchase price for the two vessels, assuming a $10.00 conversion price of the preferred stock, would be $115.6 million ($57.8 million per vessel).
The vessels will be employed under existing long-term charter-out contracts with an average length of 10 years and will generate approximately $17.4 million in annual EBITDA (assuming operating expense of $5,000 per day and 360 revenue days per year).

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The details of the two new Capesize vessels and their related charters are set forth in the below table:
                             
                Annual   Charter-out        
            Delivery   EBITDA   rate per   Charter   Profit
Name   Type   DWT   Date   (millions)   day (net)   Term   Share
NB5
  Capesize   180,000   10/2010   $8.7   $29,356   10+1+1 years   50/50 in excess of $38,500
NB6
  Capesize   180,000   12/2010   $8.7   $29,356   10+1+1 years   50/50 in excess of $38,500
Financing
The material terms of the financing for the two vessels have been preliminarily agreed with a major commercial bank and are expected to include (1) $75.0 million principal amount, (2) 1.75% margin, (3) 10 year term, (4) 14 year amortization profile, and (5) covenants in line with Navios Holdings’ existing loan agreements.
Terms of Mandatorily Convertible Preferred Stock
In general, the holders of the mandatorily convertible preferred stock will receive an annual dividend equal to 2%, or $0.96 million, payable quarterly, until such time as the preferred stock converts into common stock.
The preferred stock will mandatorily convert into common stock as follows: (1) following the third anniversary of such preferred stock’s issuance, if the common stock closing price is at least $20.00 per share for 10 consecutive business days, then the outstanding preferred stock automatically converts at a conversion price of $14.00 per share of common stock; and (2) 30% of the then outstanding mandatorily convertible preferred stock will mandatorily convert into common stock five years from the date of such issuance and any remaining then outstanding mandatorily convertible preferred stock will mandatorily convert into common stock ten years from the date of such issuance, all at a $10.00 price per share of common stock.
The holder shall have the right to convert the outstanding shares of such preferred stock into common stock prior to the scheduled maturity date at a price of $14.00 per share of common stock.
The number of shares of common stock that may be issued upon conversion ranges from 3.4 million, if all preferred shares are converted at $14.00 per share of common stock, to 4.8 million, if all preferred shares are converted at $10.00 per share of common stock.
Time Charter Coverage
Including the two new Capesize vessels, Navios Holdings has extended the coverage of its core fleet (excluding vessels acquired through the Kleimar N.V. transaction) to 99.0% for 2009, 81.4% for 2010, 63.2% for 2011 and 57.7% for 2012.

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Fleet Profile:
Navios Holdings controls a fleet of 59 vessels totaling 6.3 million dwt, of which 32 are owned and 27 are chartered-in under long-term charters. Navios Holdings currently operates 38 vessels (eight Capesize, 13 Panamax, 16 Ultra Handymax and one Handysize product tanker vessel) totaling 3.3 million dwt and has 21 newbuildings to be delivered. These vessels are expected to be delivered at various dates through 2013. The average age of the operating fleet is 4.8 years.
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 please visit its 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 drybulk 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

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