e6vk
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated: November 15, 2010
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)(l):
Yes o     No þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes o     No þ
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o     No þ
 
 

 


TABLE OF CONTENTS

SIGNATURES
EXHIBIT INDEX
EX-99.1
EX-99.2


Table of Contents

     On November 15, 2010, Navios Maritime Holdings Inc. (“Navios Holdings”) issued a press release announcing it has sold to Navios Maritime Partners L.P. (“Navios Partners”) two capesize vessels for a total sale price of $177.0 million. The sale price is being paid by Navios Partners through a new tranche of $50.0 million under its existing credit facility, $112.0 million of cash and the issuance to Navios Holdings of 788,370 common units of Navios Partners. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
     On November 16, 2010, Navios Holding issued a press release announcing the operational and financial results for the quarter and nine months ended September 30, 2010. The press release also announced, among other things, the declaration of Navios’ quarterly dividend. A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.
     This information contained in this Report is hereby incorporated by reference into the Company’s Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-165754 and on Form S-8, File No. 333-147186.

 


Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  NAVIOS MARITIME HOLDINGS INC.
 
 
  By:   /s/ Angeliki Frangou    
    Angeliki Frangou   
    Chief Executive Officer
Date: November 18, 2010 
 
 


Table of Contents

EXHIBIT INDEX
         
Exhibit No.   Exhibit
  99.1    
Press Release dated November 15, 2010
 
  99.2    
Press Release dated November 16, 2010

exv99w1
Exhibit 99.1
Navios Maritime Holdings Inc.
Announces
Sale of Navios Melodia and Navios Fulvia
PIRAEUS, GREECE – November 15, 2010 - Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: NM), a global, vertically integrated seaborne shipping and logistics company, announced today that it has sold the Navios Melodia, a 2010 South Korean-built Capesize vessel of 179,132 dwt, and the Navios Fulvia, a 2010 South Korean-built Capesize vessel of 179,263 dwt, to Navios Maritime Partners L.P. (“Navios Partners”) (NYSE:NMM) for a total of $177.0 million, payable in the form of $162.0 million in cash and 788,370 common units in Navios Partners.
Navios Holdings intends to use the proceeds from the sale of these vessels for operating purposes, such as repayment of indebtedness or reinvestment in vessels.
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. For more information please visit our website: www.navios.com.
Navios Holdings may, from time to time, be required to offer certain owned Capesize and Panamax vessels to Navios Maritime Partners L.P. (“Navios Partners”) (NYSE: NMM) for purchase at fair market value according to the terms of the Omnibus Agreement. For more information please visit its website: www.navios-mlp.com.
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and 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 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.
Investor Relations Contact:
Navios Maritime Holdings Inc.
+1.212.279.8820
investors@navios.com

exv99w2
Exhibit 99.2
Navios Maritime Holdings Inc. Reports Financial Results for the Third Quarter and Nine Months Ended September 30, 2010
PIRAEUS, Greece, Nov. 16, 2010 /PRNewswire via COMTEX/ —
    Dividend of $0.06 per share for Q3 2010
 
    Q3 Net Income excluding Navios Acquisition of $18.7 million
 
    Q3 EBITDA excluding Navios Acquisition of $63.3 million
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, 2010.
Angeliki Frangou, Chairman and CEO of Navios Holdings stated, “We continue to benefit from our strategy of fixing our fleet for long-term periods with quality counter parties. Navios Holdings, excluding Navios Acquisition, had over $63 million in EBITDA and $18.65 million of net income.”
Ms. Frangou continued “We remain focused on maintaining a healthy balance sheet. We have concentrated on reducing our leverage through debt repayment and building strong liquidity. Our recent net debt to market capitalization was approximately 45%, and Navios Holdings remains one of the few dividend paying companies in the drybulk sector; we declared a $0.06 dividend per share for Q3 2010.”
2010 HIGHLIGHTS — RECENT DEVELOPMENTS
Navios Holdings
Vessel Sales
On November 15, 2010, Navios Holdings sold the Navios Melodia, a 2010 South Korean-built Capesize vessel of 179,132 dwt, and the Navios Fulvia, a 2010 South Korean-built Capesize vessel of 179,263 dwt, to Navios Partners for a total of $177.0 million, payable in the form of $162.0 million in cash and 788,370 common units in Navios Maritime Partners L.P. (“Navios Partners”).
Navios Fulvia, a 2010-built, 179,263 dwt Capesize vessel, was delivered on October 1, 2010 to Navios Holdings’ owned fleet from a South Korean shipyard. The vessel is chartered-out for 5 years at a net charter out rate of $50,588 per day. This vessel was sold to Navios Partners on November 15, 2010 for total consideration of $98.2 million.
Navios Melodia, a 2010-built, 179,132 dwt Capesize vessel, was delivered on September 20, 2010 to Navios Holdings’ owned fleet from a South Korean shipyard. The vessel is chartered-out for 12 years at a net charter out rate of $29,356 per day with 50/50 profit sharing. This vessel was sold to Navios Partners on November 15, 2010 for total consideration of $78.8 million.
Repurchase of Convertible Senior Promissory Note
On November 15, 2010, Navios Holdings purchased the 2% convertible senior promissory note that was previously issued at par value of $33.5 million for an aggregate price of $29.1 million representing a 13% discount.

 


 

Delivery of Navios Buena Ventura
On October 29, 2010, Navios Holdings took delivery of the Capesize vessel Navios Buena Ventura, a 2010-built of 179,132 dwt from a South Korean shipyard. The vessel is chartered-out for ten years at a net rate of $29,356 per day with 50/50 profit sharing.
Liquidity
On September 30, 2010, Net Debt to Total Capitalization, excluding Navios Acquisition, was 50.6% and 58.0% including Navios Maritime Acquisition Corporation (“Navios Acquisition”).Navios Holdings’ total available liquidity, including bank lines, at September 30, 2010 was approximately $254.2 million ($331.9 million including Navios Acquisition).Navios Holdings has no unfunded capital expenditures for 2010.
Time Charter Coverage
Navios Holdings has long-term fleet employment for periods ranging from one to 12 years. As of November 15, 2010, Navios Holdings had contracted 99.2%, 73.3%, 57.4% and 42.8% of its available days on a charter-out basis for 2010, 2011, 2012 and 2013, respectively, equivalent to $296.7 million, $274.6 million, $241.3 million and $195.4 million in revenue, respectively. The average contractual daily charter-out rate for the core fleet is $26,262, $29,508, $31,513 and $32,822 for 2010, 2011, 2012 and 2013, respectively. The average daily charter-in rate for the active long-term charter-in vessels for 2010 is $10,107.
The above figures do not include Navios South American Logistics Inc. (“Navios Logistics”) fleet and vessels servicing the Contracts of Affreightment (“COA”).
Navios Acquisition
Information relating to Navios Acquisition is included herein because of the consolidation of Navios Acquisition into Navios Holdings. Certain numbers exclude the effect of the consolidation of Navios Acquisition.
Public Offering
On November 16, 2010, Navios Acquisition priced an offering of 6,500,000 shares of common stock at $5.50 per share in a public offering. Navios Acquisition granted the underwriters a 30-day option to purchase an additional 975,000 shares of common stock to cover over-allotments, if any. Navios Acquisition expects to use the net proceeds from the public offering for general corporate purposes.
Acquisition of two new build LR1 product tankers
In October 2010, Navios Acquisition entered into an agreement for the acquisition of two new build LR1 product tankers scheduled to be delivered in the second half of 2012 from a South Korean shipyard. The effective acquisition price, including the issuance of mandatorily convertible preferred shares, was $82.8 million and will be partially financed with a new credit facility of $52.2 million. The new credit facility has an amortization profile of 18.9 years and bears an interest of LIBOR plus (i) 250 bps prior to delivery of the vessels and (ii) 275 bps thereafter.
Delivery of the chemical tanker vessel Nave Cosmos
On October 27, 2010, Navios Acquisition took delivery of the chemical tanker Nave Cosmos of 25,130 mt from a South Korean shipyard. The vessel is chartered out for three months with an option for three additional months at a net daily charter rate of $10,238 for the first three months and $12,188 for the optional months.

 


 

$400.0 million 8 5/8% First Priority Ship Mortgage Notes Due 2017
On October 21, 2010, Navios Acquisition completed the sale of $400.0 million of 8 5/8% First Priority Ship Mortgage notes due 2017 (the “Notes”). The Notes are secured by first priority ship mortgages on six very large crude carrier vessels aggregating approximately 1.8 million dwt owned by certain subsidiary guarantors. The Notes are guaranteed by each of Navios Acquisition’s direct and indirect subsidiaries.
The net proceeds of the offering totalling $386.5 million were used to repay borrowings under certain of Navios Acquisition’s existing credit facilities from the VLCC acquisition, to partially repay $27.6 million of the $40.0 million Navios Holdings’ credit facility and for working capital purposes.
Acquisition of VLCC tanker vessels
On September 10, 2010, Navios Acquisition acquired a fleet of seven VLCC tankers (the “VLCC Acquisition”) for $587.0 million, adjusted for net working capital acquired of $20.1 million. The acquisition was financed with: (a) $410.5 million of bank debt, assumed at closing consisting of six credit facilities with a consortium of banks; (b) $134.3 million of cash paid at closing; (c) $10.7 million through the issuance of 1,894,418 shares of common stock at closing of which 1,378,122 were deposited into a one-year escrow account to provide for indemnity or other claims; and (d) $51.4 million due to a shipyard in 2011 for the new build VLCC scheduled for delivery in June 2011(of which $36.8 million is expected to be drawn down from existing debt facilities entered into in connection with the VLCC Acquisition).
The cash portion of the purchase price was financed by: (i) $32.2 million of cash from the balance sheet of the acquired entities; (ii) $40.0 million in short-term financing from Navios Holdings with a margin of LIBOR plus 300 bps and a term of 18 months, maturing on April 1, 2012; and (iii) existing cash resources of Navios Acquisition. Out of the total amount of the $40.0 million loan, Navios Acquisition partially repaid $27.6 million to Navios Holdings in October 2010.
Fleet Profile
Navios Holdings controls a fleet of 57 vessels totaling 6.0 million dwt, of which 29 are owned and 28 are chartered-in under long-term charters. Navios Holdings currently operates 39 vessels (13 Capesize, 10 Panamax and 16 Ultra-Handymax) totaling 3.9 million dwt and has scheduled 18 newbuildings to be delivered. These vessels are expected to be delivered at various dates through 2013. The average age of the operating fleet is 4.9 years.
Exhibit II displays the “Core Fleet” profile of Navios Holdings and refers to drybulk vessel operations (excludes fleet of Navios Acquisition and Navios Logistics).
Financial Highlights
    Net income, excluding Navios Acquisition, decreased by 12.5%% to $18.7 million in the third quarter of 2010 from $21.3 million in the same period in 2009.
 
    EBITDA, excluding Navios Acquisition, increased by 13.6% to $63.3 million in the third quarter of 2010 from $55.7 million in the same period in 2009.

 


 

Dividend Policy
The Board of Directors declared a quarterly cash dividend for the third quarter of 2010 of $0.06 per share of common stock. This dividend is payable on January 5, 2011 to stockholders of record as of December 16, 2010. 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.
Financial Results
For the following results and the selected financial data presented herein, Navios Holdings has compiled consolidated statements of income for the three and nine month periods ended September 30, 2010 and 2009. The information was derived from the unaudited consolidated financial statements for the respective periods. EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are non-U.S. GAAP financial measures, and should not be used in isolation or substitution for Navios Holdings’ results.
Third Quarter 2010 Results (in thousands of U.S. dollars, unless otherwise stated, except per share data):
                                 
                    Excluding Navios   Total (Excluding Navios
    Consolidated   Navios Acquisition   Acquisition   Acquisition)
    For the Three Months   For the Three Months   For the Three Months   For the Three Months
    Ended   Ended   Ended   Ended
    September 30.   September 30,   September 30,   September 30,
    2010   2010   2010   2009
    (unaudited)   (unaudited)   (unaudited)   (unaudited)
Revenue
  $ 170,177     $ 8,102     $ 162,075     $ 160,570  
EBITDA
  $ 62,886     $ (451 )   $ 63,337     $ 55,746  
Adjusted EBITDA (*)
  $ 70,905     $ 7,568     $ 63,337     $ 55,746  
Net income/(loss)
  $ 14,640     $ (4,016 )   $ 18,656     $ 21,318  
Adjusted Net Income (*)
  $ 22,659     $ 4,003     $ 18,656     $ 21,318  
Earnings/(loss) Per Share
  $ 0.14     $ (0.04 )   $ 0.18     $ 0.21  
Adjusted Earnings Per Share (*)
  $ 0.22     $ 0.04     $ 0.18     $ 0.21  
 
(*)   Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share for the three months ended September 30, 2010 excludes $8.0 million of transaction costs for the VLCC Acquisition.
Total Navios Holdings revenue including drybulk vessel operations, logistics business and tanker vessels operations for the three months ended September 30, 2010 increased by $9.6 million, to $170.2 million compared to $160.6 million for the same period in 2009.
Revenue from drybulk vessel operations for the three months ended September 30, 2010 was $106.8 million as compared to $121.2 million for the same period during 2009. The decrease in revenue was mainly attributable to (a) the decrease in short-term and long-term chartered in fleet available days of 229 days and (b) the decrease in the freight market resulting in lower charter out daily rates for the short and long term chartered in fleet. This decrease was partially offset by (a) a slight increase in Time Charter Equivalent (“TCE”) per day of 2.2% to $24,598 per day in the third quarter of 2010 from $24,061 per day in the same period of 2009 and (b) an increase in the available days of the fleet of 2.1% to 4,032 days in the third quarter of 2010 from 3,949 days in the same period of 2009. The variance of 83 days was due to an

 


 

increase by 312 of the available ownership days following the delivery of 11 newbuilding owned vessels at various times since the third quarter of 2009, offset by a decrease in short-term and long-term chartered in fleet available days of 229 days in total.
Revenue from the logistics business was approximately $55.3 million for the three months ended September 30, 2010 as compared to $39.3 million during the same period of 2009. This increase was mainly attributable to (a) the acquisition of Sara H in February 2010, (b) the increased operations of its liquid port, (c) the increased volumes in the dry port terminal business and (d) the increased storage capacity of its dry port in Uruguay following the construction of its new silo.
Revenue from tanker vessel operations for the three month period ended September 30, 2010 was $8.1 million. Following the delivery of the product tanker Ariadne Jacob on July 2, 2010 and the VLCC Acquisition on September 10, 2010, Navios Acquisition had 308 available days at a TCE rate of $26,129. There were no operations in the corresponding period in 2009.
EBITDA of Navios Holdings (excluding Navios Acquisition) for the three months ended September 30, 2010 increased by $7.6 million to $63.3 million compared to $55.7 million for the third quarter of 2009. The $7.6 million increase in EBITDA was primarily due to (i) an increase in revenue of $1.5 million to $162.1 million in the third quarter of 2010 from $160.6 million in the same period of 2009, (ii) a decrease in time charter, voyage and logistic business expenses of $11.5 million from $95.4 million in the third quarter of 2009 to $83.9 million in the same period of 2010, (iii) a decrease of $0.1 million in noncontrolling interest and (iv) an increase in equity in net earnings from affiliated companies by $0.2 million. The overall variance of $13.3 million was offset by (i) an increase in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) of $0.6 million, (ii) an increase in general and administrative expenses of $1.6 million (excluding share-based compensation expenses), (iii) a decrease of $2.2 million in gains from derivatives and (iv) an increase of $1.3 million in net other expense.
EBITDA of Navios Logistics was $8.4 million for the three months ended September 30, 2010 as compared to $11.4 million during the same period in 2009.
Adjusted EBITDA of Navios Acquisition for the three month period ended September 30, 2010 was $7.6 million which excludes $8.0 million of transaction costs for the VLCC Acquisition.
Net income of Navios Holdings (excluding Navios Acquisition) for the three months ended September 30, 2010 was $18.7 million as compared to $21.3 million for the comparable period of 2009. The decrease of net income by $2.6 million was mainly due to (i) an increase in depreciation and amortization of $1.6 million, (ii) an increase in interest expense of $7.5 million, (iii) a decrease in income taxes of $0.7 million and (iv) an increase of $0.4 million in amortization for drydock and special survey costs. This decrease was offset by a $7.6 million increase in EBITDA discussed above.
Adjusted Net Income of Navios Acquisition for the three month period ended September 30, 2010 was $4.0 million, excluding items such as the transaction costs of $8.0 million incurred in connection with the VLCC Acquisition.

 


 

Nine months ended September 30, 2010 Results (in thousands of U.S. dollars, unless otherwise stated, except per share data)
                                 
                    Excluding Navios   Total (Excluding Navios
    Consolidated   Navios Acquisition   Acquisition   Acquisition)
    For the Nine Months   For the Nine Months   For the Nine Months   For the Nine Months
    Ended   Ended   Ended   Ended
    September 30.   September 30,   September 30,   September 30,
    2010   2010   2010   2009
    (unaudited)   (unaudited)   (unaudited)   (unaudited)
Revenue
  $ 489,991     $ 8,128     $ 481,863     $ 449,946  
EBITDA
  $ 231,929     $ (464 )   $ 232,393     $ 151,517  
Adjusted EBITDA (*)
  $ 200,094     $ 7,555     $ 192,539     $ 142,423  
Net income/(loss)
  $ 92,450     $ (4,098 )   $ 96,548     $ 55,448  
Adjusted Net Income (*)
  $ 60,615     $ 3,921     $ 56,694     $ 46,354  
Earnings/(loss) Per Share
  $ 0.90     $ (0.04 )   $ 0.94     $ 0.55  
Adjusted Earnings Per Share (*)
  $ 0.59     $ 0.04     $ 0.55     $ 0.46  
 
(*)   Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share for the nine months ended September 30, 2010 was adjusted by (i) a $17.7 million gain recognized as a result of the control obtained of Navios Acquisition as of May 28, 2010, (ii) a $26.1 million gain on sale of Navios Hyperion, Navios Aurora II and Navios Pollux to Navios Partners, (iii) a $4.0 million write off of an unfavorable short term charter and (iv) $8.0 million of transaction costs for the VLCC Acquisition.
 
    Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share for the nine months ended September 30, 2009, excludes (i) $16.8 million gain on sale of assets, (ii) $6.1 million non cash compensation from Navios Partners and (iii) $13.8 million unrealized mark—to—market losses on common units of Navios Partners, accounted for as available for sale securities.
Total Navios Holdings revenue including drybulk vessel operations, logistics business and tanker vessels operations for the nine months ended September 30, 2010 increased by $40.0 million, to $490.0 million compared to $450.0 million for the same period in 2009.
Revenue from drybulk vessel operations for the nine months ended September 30, 2010 was $338.7 million as compared to $346.2 million for the same period during 2009. The decrease in revenue was mainly attributable to a decrease in TCE per day of 4.0% to $25,298 in the first nine months of 2010 from $26,353 per day in the same period of 2009. This decrease was offset by (a) an increase in available days of the fleet of 5.1% to 12,140 days in the first nine months of 2010 from 11,550 days in the same period of 2009. The variance of 590 available days was due to an increase by 1,557 of the available ownership days following the delivery of 11 newbuilding owned vessels at various times since the third quarter of 2009, offset by a decrease in short-term and long-term chartered in fleet available days of 234 days and 733 days, respectively.
Revenue from the logistics business was approximately $143.1 million for the nine months ended September 30, 2010 as compared to $103.8 million during the same period of 2009. This increase was mainly attributable to (a) the acquisition of Makenita H in June 2009, which was fully operational during the nine month period of 2010, (b) the acquisition of Sara H in February 2010, (c) the increased operations of its liquid port and (d) the increased storage capacity of its dry port in Uruguay following the construction of its new silo.
Revenue from tanker vessel operations for the nine month period ended September 30, 2010 was $8.1 million. Following the VLCC Acquisition and the acquisitions of the Collin Jacob in June 2010 and the Ariadne Jacob in July 2010, Navios Acquisition had 309 available days at a TCE of $26,084 for the nine month period ended September 30, 2010. There was no revenue in the corresponding period of 2009.
Adjusted EBITDA of Navios Holdings (excluding Navios Acquisition) for the nine months ended September 30, 2010 increased by $50.1 million to $192.5 million compared to $142.4 million for same period of 2009.

 


 

The $50.1 million increase in adjusted EBITDA was primarily due to (i) an increase in revenue of $32.0 million to $481.9 million for the first nine month period ended September 30, 2010 to $449.9 million in the same period of 2009, (ii) a decrease in time charter, voyage and logistic business expenses of $15.2 million from $270.0 million in the first nine months of 2009 to $254.8 million in the same period of 2010, (iii) a decrease of $1.4 million in noncontrolling interest, (iv) an increase in equity in net earnings from affiliated companies by $9.5 million and (v) an increase of $1.2 million in gains from derivatives. The overall variance of $59.3 million was offset by (i) an increase in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) of $4.5 million, (ii) an increase in general and administrative expenses of $3.9 million (excluding share-based compensation expenses) and (iii) an increase of $0.8 million in net other expense.
EBITDA of Navios Logistics was $22.8 million for the nine months ended September 30, 2010 as compared to $25.8 million during the same period in 2009.
Adjusted EBITDA of Navios Acquisition for the nine month period ended September 30, 2010 was $7.6 million which excludes $8.0 million of transaction costs for the VLCC Acquisition.
Adjusted Net income of Navios Holdings (excluding Navios Acquisition) for the nine months ended September 30, 2010 was $56.7 million as compared to $46.4 million for the comparable period of 2009. The increase of net income by $10.3 million was mainly due to (i) an increase in depreciation and amortization of $17.0 million, (ii) an increase in interest expense, net of $20.7 million, (iii) a decrease in income taxes of $1.4 million, (iv) an increase of $0.5 million in amortization for drydock and special survey costs and (v) an increase of $0.2 million in share—based compensation expense. This decrease was offset by a $50.1 million increase in adjusted EBITDA discussed above.
Adjusted Net Income of Navios Acquisition for the nine month period ended September 30, 2010 was $3.9 million and represented net income for the nine month period ended September 30, 2010, excluding the transaction costs of $8.0 million incurred in connection with the VLCC Acquisition.
Fleet Summary Data:
The following table reflects certain key indicators indicative of the performance of the Navios Holdings drybulk operations and its fleet performance for the three and nine month periods ended September 30, 2010 and 2009.
                                 
        Nine Month   Nine Month
    Three Month Period ended   Three Month Period ended   Period ended   Period ended
    September 30, 2010   September 30, 2009   September 30, 2010   September 30, 2009
    (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
Available Days (1)
    4,032       3,949       12,140       11,550  
Operating Days (2)
    4,024       3,933       12,106       11,516  
Fleet Utilization (3)
    99.8 %     99.6 %     99.7 %     99.7 %
Equivalent Vessels (4)
    44       43       44       43  
TCE (5)
  $ 24,598     $ 24,061     $ 25,298     $ 26,353  
 
(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, drydocking 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)   Equivalent Vessels, is defined as the total available days during a relevant period divided by the number of days of this period.
 
(5)   TCE 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 previously announced, Navios Holdings will host a conference call today, Tuesday, November 16, 2010 at 8:30 am ET, at which time Navios Holdings’ senior management will provide highlights and commentary on third quarter 2010 financial results.
Conference Call details:
Call Date/Time: Tuesday, November 16, 2010, at 8:30 am ET
Call Title: Navios Holdings Q3 2010 Financial Results Conference Call
US Dial In: +1.877.480.3873
International Dial In: +1.404.665.9927
Conference ID: 2462 5732
The conference call replay will be available shortly after the live call and remain available for one week at the following numbers:
US Replay Dial In: +1.800.642.1687
International Replay Dial In: +1.706.645.9291
Conference ID: 2462 5732
This call will be simultaneously Webcast. The Webcast will be available on the Navios Holdings website, http://www.navios.com, under the “Investors” section. The Webcast will be archived and available at the same Web address for two weeks following the call.
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 ET on the day of 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 2008 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 234 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 Partners (NYSE: NMM) is a publicly traded master limited partnership which owns and operates dry cargo vessels. For more information, please visit our website at www.navios-mlp.com.
About Navios Acquisition
Navios Acquisition (NYSE: NNA) is an owner and operator of tanker vessels focusing in the transportation of petroleum products (clean and dirty) and bulk liquid chemicals. For more information about Navios Acquisition, please visit our website: http://www.navios-acquisition.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.

 


 

EXHIBIT I
NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars)
                 
    September 30,     December 31,  
    2010     2009  
    (unaudited)          
ASSETS
               
Current assets
               
Cash and cash equivalents
  $ 133,200     $ 173,933  
Restricted cash
    171,156       107,158  
Accounts receivable, net
    79,557       78,504  
Short-term derivative asset
    10,245       38,382  
Due from affiliate companies
    2,854       1,973  
Prepaid expenses and other current assets
    32,400       27,730  
 
           
 
               
Total current assets
    429,412       427,680  
 
           
 
               
Deposits for vessel acquisitions
    610,017       344,515  
Vessels, port terminal and other fixed assets, net
    2,065,864       1,577,741  
Long-term derivative assets
    36       8,181  
Restricted cash
    27,498        
Other long-term assets
    55,374       69,222  
Investments in affiliates
    16,566       13,042  
Investments in available for sale securities
    79,999       46,314  
Intangible assets other than goodwill
    334,801       300,571  
Goodwill
    176,424       147,916  
 
           
 
               
Total non-current assets
    3,366,579       2,507,502  
 
           
 
               
Total assets
  $ 3,795,991     $ 2,935,182  
 
           
 
               
LIABILITIES AND EQUITY
               
Current liabilities
               
Accounts payable
  $ 41,259     $ 61,990  
Dividends payable
    6,061       6,052  
Accrued expenses
    86,802       48,030  
Deferred income and cash received in advance
    20,442       9,529  
Short-term derivative liability
    2,374       10,675  
Capital lease obligations
    1,243        
Current portion of long-term debt
    202,773       59,804  
 
           
 
               
Total current liabilities
    360,954       196,080  
 
           
 
               
Senior and ship mortgage notes, net of discount
    693,594       693,049  
Long-term debt, net of current portion
    1,309,105       869,853  
Capital lease obligations, net of current portion
    31,330        
Unfavorable lease terms
    59,031       59,203  
Long-term liabilities and deferred income
    53,070       33,470  
Deferred tax liability
    21,067       22,777  
 
           
 
               
Total non-current liabilities
    2,167,197       1,678,352  
 
           
 
               
Total liabilities
    2,528,151       1,874,432  
 
           
 
               
Commitments and contingencies
           
Stockholders’ equity
               
Preferred stock — $0.0001 par value, authorized 1,000,000 shares, 14,651 and 8,201 issued and outstanding as of September 30, 2010 and December 31, 2009, respectively
           
Common stock — $0.0001 par value, authorized 250,000,000 shares, issued and outstanding 101,017,178 and 100,874,199 as of September 30, 2010 and December 31, 2009, respectively
    10       10  
Additional paid-in capital
    545,558       533,729  
Accumulated other comprehensive income
    28,515       15,156  
Retained earnings
    449,304       376,585  
 
           
 
               
Total Navios Holdings’ stockholders’ equity
    1,023,387       925,480  
Noncontrolling interest
    244,453       135,270  
 
           
 
               
Total equity
    1,267,840       1,060,750  
 
           
 
               
Total liabilities and equity
  $ 3,795,991     $ 2,935,182  
 
           

 


 

NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of U.S. dollars-except share and 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,  
    2010     2009     2010     2009  
    (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Revenue
  $ 170,177     $ 160,570     $ 489,991     $ 449,946  
Time charter, voyage and logistic business expenses
    (83,944 )     (95,355 )     (254,885 )     (270,037 )
Direct vessel expenses
    (11,660 )     (7,994 )     (30,603 )     (23,079 )
General and administrative expenses
    (20,005 )     (9,969 )     (43,549 )     (30,961 )
Depreciation and amortization
    (23,864 )     (19,915 )     (71,171 )     (51,832 )
Interest income/expense and finance cost, net
    (22,487 )     (13,775 )     (64,878 )     (42,877 )
(Loss)/gain on derivatives
    (37 )     2,167       4,005       2,786  
Gain on sale of assets
                26,134       16,790  
Gain on change in control
                17,742        
Other expense, net
    (3,799 )     (2,517 )     (10,603 )     (13,509 )
 
                       
 
                               
Income before equity in net earnings of affiliate companies
    4,381       13,212       62,183       37,227  
Equity in net earnings of affiliated companies
    9,661       9,458       29,417       19,957  
 
                       
 
                               
Income before taxes
  $ 14,042     $ 22,670     $ 91,600     $ 57,184  
Income taxes
    (244 )     433       657       2,027  
 
                       
 
                               
Net income
    13,798       23,103       92,257       59,211  
Less: Net income attributable to the noncontrolling interest
    842       (1,785 )     193       (3,763 )
 
                       
 
                               
Net income attributable to Navios Holdings common stockholders
  $ 14,640     $ 21,318     $ 92,450     $ 55,448  
 
                       
 
                               
Basic earnings per share attributable to Navios Holdings common stockholders
  $ 0.14     $ 0.21     $ 0.90     $ 0.55  
 
                       
 
                               
Weighted average number of shares, basic
    100,559,330       99,839,013       100,485,842       99,910,610  
 
                       
 
                               
Diluted earnings per share attributable to Navios Holdings common stockholders
  $ 0.12     $ 0.20     $ 0.80     $ 0.54  
 
                       
 
                               
Weighted average number of shares, diluted
    116,807,405       105,803,346       115,145,274       103,733,886  
 
                       

 


 

NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
                 
    Nine Month     Nine Month  
    Period ended     Period ended  
    September 30,     September 30,  
    2010     2009  
    (unaudited)     (unaudited)  
OPERATING ACTIVITIES:
               
Net income
  $ 92,257     $ 59,211  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Non cash adjustments
    52,700       46,513  
(Increase)/Decrease in operating assets
    (13,619 )     8,001  
Increase in operating liabilities
    2,100       34,549  
Payments for drydock and special survey costs
    (8,556 )     (3,282 )
 
           
Net cash provided by operating activities
    124,882       144,992  
 
           
 
               
INVESTING ACTIVITIES:
               
Consolidation of subsidiary, net of cash assumed
    (98,913 )      
Restricted cash for asset acquisitions
    (46,871 )        
Acquisition of vessels
    (121,087 )     (318,876 )
Deposits for vessel acquisitions
    (349,987 )     (239,823 )
Receipts from finance lease
    181       416  
Proceeds from sale of assets
    322,082       34,600  
Purchase of property and equipment
    (9,794 )     (28,955 )
 
           
Net cash used in investing activities
    (304,389 )     (552,638 )
 
           
 
               
FINANCING ACTIVITIES:
               
Proceeds from long-term loan, net of deferred finance fees
    377,090       555,129  
Repayment of long-term debt and payment of principal
    (212,683 )     (12,019 )
Dividends paid
    (20,143 )     (21,142 )
Issuance of common shares
    415        
Acquisition of treasury stock
          (717 )
Increase in restricted cash
    (3,375 )     (8,375 )
Net expenses from warrant exercise
    (2,060 )      
Contributions to noncontrolling shareholders
    (470 )      
 
           
Net cash provided by financing activities
    138,774       512,876  
 
           
 
               
(Decrease)/increase in cash and cash equivalents
    (40,733 )     105,230  
 
           
 
               
Cash and cash equivalents, beginning of period
    173,933       133,624  
 
           
 
               
Cash and cash equivalents, end of period
  $ 133,200     $ 238,854  
 
           
 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
Cash paid for interest
  $ 54,144     $ 37,738  
Cash paid for income taxes
  $ 478     $ 2,508  
 
           
 
Non-cash investing and financing activities
               
For issuance of convertible debt in connection with the acquisition of vessels
  $     $ 32,046  
For issuance of preferred stock in connection with the acquisition of vessels
  $ 33,715     $ 22,585  
Equity in net earnings of affiliated companies
  $ 29,417     $ 19,957  

 


 

Disclosure of Non-GAAP Financial Measures
EBITDA represents net income plus interest and finance costs plus depreciation and amortization and income taxes, if any, unless otherwise stated. EBITDA is included because it is used by certain investors to measure a company’s financial performance. EBITDA is a “non-GAAP financial measure” and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity.
EBITDA is presented to provide additional information with respect to Navios Holdings’ ability to satisfy its obligations including debt service, capital expenditures, working capital requirements and payment of dividends. While EBITDA is frequently used as a measure of operating results and the ability to meet debt service requirements, the definition of EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation.
EBITDA Reconciliation to Cash from Operations
                 
Three Months Ended   September 30,     September 30,  
(in thousands of U.S. dollars)   2010     2009  
    (Unaudited)     (Unaudited)  
Net cash provided by operating activities
  $ 73,519     $ 31,276  
Net increase/(decrease) in operating assets
    (4,996 )     18,643  
Net increase in operating liabilities
    (19,338 )     (14,710 )
Net interest cost
    22,486       13,775  
Deferred finance charges
    (2,134 )     (1,087 )
Provision for losses on accounts receivable
    (1,242 )     (334 )
Unrealized (loss)/gain on FFA derivatives, warrants and interest rate swaps
    (4,549 )     5,303  
Earnings in affiliates, net of dividends received
    2,090       3,214  
Payments for drydock and special survey
    1,827       1,451  
Noncontrolling interest
    842       (1,785 )
Transaction Expenses
    (5,619 )      
 
           
EBITDA
  $ 62,886     $ 55,746  
 
           
Navios Logistics EBITDA Reconciliation to Net Income
                 
    Three Month Period Ended  
    September 30, 2010     September 30, 2009  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Net income attributable to Navios Holdings shareholders
  $ 1,457     $ 4,882  
Depreciation and amortization
    5,530       5,451  
Amortization of deferred drydock costs
    114       74  
Interest income/expense and financing costs, net
    1,113       1,558  
Income taxes
    168       (517 )
 
           
EBITDA
  $ 8,382     $ 11,448  
 
           

 


 

EBITDA Reconciliation to Cash from Operations
                 
Nine Months Ended   September 30,     September 30,  
(in thousands of U.S. dollars)   2010     2009  
    (Unaudited)     (Unaudited)  
Net cash provided by operating activities
  $ 124,882     $ 144,992  
Net increase/(decrease) in operating assets
    13,619       (8,001 )
Net increase in operating liabilities
    (2,100 )     (34,549 )
Net interest cost
    64,877       42,877  
Deferred finance charges
    (5,244 )     (3,215 )
Provision for losses on accounts receivable
    (6,680 )     (1,375 )
Unrealized (loss)/gain on FFA derivatives, warrants and interest rate swaps
    (8,146 )     1,483  
Gain on change in control
    17,742        
Earnings in affiliates and joint ventures, net of dividends received
    3,715       692  
Payments for drydock and special survey
    8,556       3,282  
Noncontrolling interest
    193       (3,763 )
Non cash compensation received
          6,082  
Unrealized losses on available for sale securities
          (13,778 )
Gain on sale of assets
    26,134       16,790  
Transaction Expenses
    (5,619 )      
 
           
EBITDA
  $ 231,929     $ 151,517  
 
           
Navios Logistics EBITDA Reconciliation to Net Income
                 
    Nine Month Period Ended  
    September 30, 2010     September 30, 2009  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Net income attributable to Navios Holdings shareholders
  $ 3,325     $ 8,498  
Depreciation and amortization
    16,872       16,078  
Amortization of deferred drydock costs
    283       194  
Interest income/expense and financing costs, net
    3,153       3,310  
Income taxes
    (876 )     (2,242 )
 
           
EBITDA
  $ 22,757     $ 25,838  
 
           

 


 

EXHIBIT II
Owned Vessels
                 
            Deadweight
Vessels(1)   Type   Built   (in metric tons)
Navios Ionian
  Ultra Handymax   2000     52,067  
Navios Celestial
  Ultra Handymax   2009     58,063  
Navios Vector
  Ultra Handymax   2002     50,296  
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 Asteriks
  Panamax   2005     76,801  
Navios Orbiter
  Panamax   2004     76,602  
Navios Bonavis
  Capesize   2009     180,022  
Navios Happiness
  Capesize   2009     180,022  
Navios Lumen
  Capesize   2009     180,661  
Navios Stellar
  Capesize   2009     169,001  
Navios Phoenix
  Capesize   2009     180,242  
Navios Antares
  Capesize   2010     169,059  
Navios Buena Ventura
  Capesize   2010     179,132  
Owned
Vessels to be delivered
 
            Deadweight
Vessel Name       
  Vessel Type   Delivery Date   (in metric tons)
Navios Luz
  Capesize   11/2010     179,144  
Navios Etoile
  Capesize   11/2010     180,000  
Navios Bonheur
  Capesize   12/2010     180,000  
Navios Altamira
  Capesize   2/2011     180,000  
Navios Azimuth
  Capesize   3/2011     180,000  

 


 

Long term Chartered-in Fleet in Operation
                 
        Year       Purchase
Vessel Name          
  Vessel Type   Built   Deadweight   Option(2)
            (in metric tons)    
Navios Astra(3)
  Ultra Handymax   2006   53,468   Yes
Navios Primavera
  Ultra Handymax   2007   53,464   Yes
Navios Armonia
  Ultra Handymax   2008   55,100   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
Golden Heiwa
  Panamax   2007   76,662   No
Torm Antwerp
  Panamax   2008   75,250   No
Beaufiks
  Capesize   2004   180,181   Yes
Rubena N
  Capesize   2006   203,233   No
Formosabulk Brave
  Capesize   2001   170,000   No
SC Lotta
  Capesize   2009   170,500   No
King Ore
  Capesize   2010   176,800   No
Phoenix Beauty
  Capesize   2010   169,150   No
Long-term Chartered-in to be Delivered
 
        Delivery   Purchase    
Vessels   Type   Date   Option   DWT
Navios Serenity
  Handysize   05/2011   Yes (4)   34,718
Navios TBN
  Handysize   09/2012   Yes (4)   34,718
Navios TBN
  Capesize   12/2011   Yes   181,000
Kleimar TBN
  Capesize   07/2012   Yes   180,000
Navios TBN
  Capesize   06/2013   Yes   180,000
Navios TBN
  Ultra Handymax   12/2011   Yes   61,000
Navios TBN
  Ultra Handymax   05/2013   Yes   61,000
Navios TBN
  Ultra Handymax   10/2013   Yes   61,000
Navios TBN
  Panamax   01/2013   Yes   82,100
Navios TBN
  Panamax   09/2011   Yes   80,000
Navios TBN
  Panamax   07/2013   Yes (4)   80,500
Navios TBN
  Panamax   09/2013   Yes (4)   80,500
Navios TBN
  Panamax   11/2013   Yes (4)   80,500
 
(1)   Owned fleet does not include Navios Fulvia and Navios Melodia, as on November 15, 2010, Navios Holdings sold both vessels to Navios Maritime Partners L.P. (“Navios Partners”) for a total of $177.0 million, payable in the form of $162.0 million in cash and 788,370 common units in Navios Partners.
 
(2)   Generally, Navios Holdings may exercise its purchase option after three to five years of service.
 
(3)   Navios Holdings exercised its option in Q3 2010 to purchase Navios Astra for $21.0 million. Navios Astra is estimated to be delivered during the first quarter of 2011.
 
(4)   The initial 50% purchase option on each vessel is held by Navios Holdings.
SOURCE Navios Maritime Holdings Inc.