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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: February 23, 2011
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
 
 

 


 

Operational and Financial Results; Quarterly Dividend
     On February 23, 2011, Navios Maritime Holdings Inc. (“Navios Holdings”) issued a press release announcing the operational and financial results for the fourth quarter and year ended December 31, 2010. The press release also announced the declaration of Navios Holdings’ quarterly dividend. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
     The information contained in this Report is hereby incorporated by reference into Navios Holdings’ Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-165754 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: February 24, 2011
 
 


 

Exhibit Index
     
Exhibit No.   Name
99.1:   Press Release dated February 23, 2011.

exv99w1
Exhibit 99.1
Navios Maritime Holdings Inc. Reports Financial Results for the Fourth Quarter
and Year Ended December 31, 2010
Dividend of $0.06 per Share for Q4 2010
Q4 Net Income Excluding Navios Acquisition of $57.5 Million
Q4 EBITDA Excluding Navios Acquisition of $106.3 Million
PIRAEUS, GREECE—(Marketwire — February 23, 2011) — Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: NM), a global, vertically integrated seaborne shipping and logistics company, today reported financial results for the fourth quarter and year ended December 31, 2010.
Angeliki Frangou, Chairman and Chief Executive Officer of Navios Holdings stated, “We are pleased to report our results for 2010. We increased EBITDA by almost 64% to $339 million and net income by 127% to $154 million. We completed our new building program and, at the same time, reduced our net debt to capitalization by almost 8% to 49% (on a pro forma basis, excluding Navios Maritime Acquisition). Our liquidity is more than sufficient considering our needs. Based on these strong results, we declared a $.06 dividend for the fourth quarter of 2010, payable on April 12, 2011 to the stockholders of record as of March 22, 2011.”
Ms. Frangou continued, “The shipping industry is going through transition at a time when there is healthy underlying demand for mineral and grain commodities and crude oil globally. While we are cautious about the near term, and continue to monitor closely the supply of vessels, we see continued demand for commodities from the urbanization of emerging markets.”
2010 HIGHLIGHTS — RECENT DEVELOPMENTS
Navios Holdings
Completion of Newbuilding Program: Delivery of Five Capesize Vessels
On February 14, 2011, Navios Holdings took delivery of the Navios Azimuth, a 2011-built, 179,169 dwt Capesize vessel from a South Korean shipyard.
On January 28, 2011, Navios Holdings took delivery of the Navios Altamira, a 2011-built, 179,165 dwt Capesize vessel from a South Korean shipyard.
On December 17, 2010, Navios Holdings took delivery of the Navios Bonheur, a 2010-built, 179,259 dwt Capesize vessel from a South Korean shipyard.
On December 3, 2010, Navios Holdings took delivery of the Navios Etoile, a 2010-built, 179,234 dwt Capesize vessel from a South Korean shipyard.
On November 17, 2010, Navios Holdings took delivery of the Navios Luz, a 2010-built, 179,144 dwt Capesize vessel from a South Korean shipyard.
Buyback of $131.3 Million Mandatorily Convertible Preferred Stock
On December 27, 2010, Navios Holdings purchased $131.3 million of certain series of the 2% Mandatorily Convertible Preferred Stock (“Preferred Stock”) previously issued in connection with the acquisition of Capesize vessels for a cash consideration of $49.2 million, reflecting a 62.5% discount to the face amount.
After the repurchase of the Preferred Stock and also giving effect to the previously announced repurchase of the 2% convertible senior promissory notes in November 2010, the total number of potentially dilutive shares of outstanding common stock, on a fully diluted basis, was reduced by 12.6%. As of December 31, 2010, on a fully diluted basis, there were 112,173,031 shares of common stock outstanding.

 


 

Deconsolidation of Navios Maritime Acquisition Corporation (“Navios Acquisition”) from Navios Holdings
Navios Holdings has agreed to exchange approximately 7.7 million shares of Navios Acquisition’s common stock it holds for non-voting preferred stock of Navios Acquisition. All or a portion of the preferred stock will be convertible into shares of common stock of Navios Acquisition after the second anniversary of the issuance of such preferred stock, to the extent Navios Holdings will not own greater than a 45% voting interest in Navios Acquisition after any such conversions. The exchange is expected to be completed prior to the end of the first quarter of 2011.
$350.0 million 8 1/8% Senior Notes Due 2019
On January 28, 2011, Navios Holdings completed the sale of $350.0 million of 8 1/8% Senior Notes due 2019 (the “2019 Notes”). The 2019 Notes are guaranteed by all of the subsidiaries that provide a guarantee of Navios Holdings’ existing 8 7/8% First Priority Ship Mortgage notes due 2017 (the “2017 Notes”).
The net proceeds from the sale of the 2019 Notes were used to redeem (the “Tender Offer”) any and all of Navios Holdings’ outstanding 9 1/2% Senior Notes due 2014 (“2014 Notes”), pay related transaction fees and expenses and for general corporate purposes. The Tender Offer expired on February 11, 2011 with $25.0 million in aggregate principal amount of 2014 Notes remaining outstanding.
Navios Holdings will redeem for cash, on February 28, 2011, all 2014 Notes that remained outstanding after completion of the Tender Offer, at a redemption price of $1,047.50 per $1,000 principal amount of 2014 Notes, plus accrued and unpaid interest to, but not including that date. An official notice of redemption was distributed, commencing on January 28, 2011, to the holders of the 2014 Notes commencing on January 28, 2011.
Liquidity
Net Debt to Total Capitalization was 48.8% on December 31, 2010 (57.9% including Navios Acquisition). Navios Holdings’ total available liquidity, including bank lines, as of December 31, 2010 was approximately $165.8 million ($261.0 million including Navios Acquisition). Following delivery of Navios Azimuth and Navios Altamira in 2011, Navios Holdings has no further newbuilding vessel capital expenditures commitments.
Time Charter Coverage
Navios Holdings has long-term fleet employment for periods ranging from one to 12 years. As of February 21, 2011, Navios Holdings had contracted 83.3%, 58.4% and 41.6% of its available days on a charter-out basis for 2011, 2012 and 2013, respectively, equivalent to $307.1 million, $240.4 million and $195.1 million in revenue, respectively. The average contractual daily charter-out rate for the core fleet is $28,224, $30,153 and $32,841 for 2011, 2012 and 2013, respectively. The average daily charter-in rate for the active long-term charter-in vessels for 2011 is $10,775.
The above figures do not include the Navios South American Logistics Inc. (“Navios Logistics”) fleet, the Navios Acquisition fleet and the 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.
Delivery of the chemical tanker Nave Polaris
On January 27, 2011, Navios Acquisition took delivery of the chemical tanker Nave Polaris, a 2010 built of 25,145 dwt from a South Korean shipyard into its owned fleet. The vessel is chartered out for six months at a net rate of $10,238 per day for the first three months and at a net rate of $11,213 per day for the remaining three months.
Credit Facility
On December 6, 2010, Navios Acquisition entered into a loan agreement with EFG Eurobank Ergasias S.A. of up to $52.0 million (divided into two $26.0 million tranches) to partially finance the acquisition

 


 

costs of two LR1 product tanker vessels. Each tranche of the facility is repayable in 32 equal quarterly installments of $0.3 million each with a final balloon payment of approximately $15.0 million, to be repaid on the last repayment date. The facility bears interest at a rate of LIBOR plus 300 bps and requires compliance with certain financial covenants.
$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 “2017 Acquisition Notes”). The 2017 Acquisition Notes are secured by first priority ship mortgages on six very large crude carrier vessels, aggregating approximately 1.8 million deadweight tons, owned by certain subsidiary guarantors. The 2017 Acquisition Notes are guaranteed by each of Navios Acquisition’s direct and indirect subsidiaries.
The net proceeds of the sale of the 2017 Acquisition Notes, totalling $386.5 million, were used to repay borrowings under certain of Navios Acquisition’s existing credit facilities.
Navios Maritime Partners L.P. (“Navios Partners”)
Increase in Cash Distributions
The Board of Directors of Navios Partners declared a cash distribution for the fourth quarter of 2010 of $0.43 per unit. This represents an increase of 2.4% from the cash distribution of $0.42 per unit declared for the third quarter of 2010. On February 14, 2011, Navios Holdings received $6.1 million, representing the cash distribution from Navios Partners for the fourth quarter of 2010.
Fleet Profile
Navios Holdings controls a fleet of 57 vessels totalling 6.0 million dwt, of which 30 are owned and 27 are chartered-in under long-term charters. Navios Holdings currently operates 44 vessels (18 Capesize, 10 Panamax and 16 Ultra-Handymax) totaling 4.8 million dwt and has 13 newbuilding charter-in vessels expected to be delivered at various dates through 2013. The current average age of the operating fleet is 4.6 years.
Exhibit II displays the “Core Fleet” of Navios Holdings and refers to dry bulk vessel operations (excludes the fleets of Navios Acquisition and Navios Logistics).
Financial Highlights (all numbers exclude Navios Acquisition)
  Adjusted Net Income increased by 132.1% to $24.4 million in the fourth quarter of 2010 from $10.5 million in the same period in 2009.
 
  Adjusted EBITDA increased by 42.7% to $73.2 million in the fourth quarter of 2010 from $51.3 million in the same period in 2009.
 
  Adjusted Net Income increased by 42.6% to $81.1 million for the year ended December 31, 2010 from $56.9 million in 2009.
 
  Adjusted EBITDA increased by 37.2% to $265.7 million for the year ended December 31, 2010 from $193.7 million in 2009.
 
  Net Debt to book capitalization decreased to 48.8% at December 31, 2010, compared to 52.6% at December 31, 2009.
Dividend Policy
The Board of Directors declared a quarterly cash dividend for the fourth quarter of 2010 of $0.06 per share of common stock. This dividend is payable on April 12, 2011 to stockholders of record as of March 22, 2011. 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 month periods and the years ended December 31, 2010 and 2009. The year ended December 31, 2010 and the quarterly 2010 and 2009 information were derived from the unaudited condensed 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.

 


 

Fourth Quarter 2010 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):
                                 
                            Total
                            Consolidated
                    (Excluding   (Excluding
    Total   Navios   Navios   Navios
    Consolidated   Acquisition   Acquisition)   Acquisition)
    For the   For the   For the   For the
    Three Months   Three Months   Three Months   Three Months
    Ended   Ended   Ended   Ended
    December 31,   December 31,   December 31,   December 31,
    2010   2010   2010   2009
    (unaudited)   (unaudited)   (unaudited)   (unaudited)
Revenue
  $ 189,927     $ 25,440     $ 164,487     $ 148,730  
EBITDA
  $ 124,197     $ 17,925     $ 106,272     $ 55,284  
Adjusted EBITDA (*)
  $ 91,100     $ 17,925     $ 73,175     $ 51,289  
Net income/(loss)
  $ 53,307     $ (4,197 )   $ 57,504     $ 12,486  
Adjusted Net Income (*)
  $ 25,651     $ 1,244     $ 24,407     $ 10,517  
Earnings/(loss) Per Share
  $ 0.52     $ (0.04 )   $ 0.56     $ 0.12  
Adjusted Basic Earnings Per Share (*)
  $ 0.25     $ 0.02     $ 0.23     $ 0.11  
 
(*)   Adjusted EBITDA, for the fourth quarter ended December 31, 2010, excludes the $22.1 million and the $7.2 million gain on sale of the Navios Fulvia and the Navios Melodia, respectively, to Navios Partners and $3.8 million gain on the buyback of the convertible notes.
 
    Adjusted Net Income and Adjusted Basic Earnings Per Share for the fourth quarter ended December 31, 2010 also exclude the items described above and they were further adjusted to exclude $5.4 million of prepayment fees and write-off of deferred financing costs relating to Navios Acquisition.
 
    Adjusted EBITDA, for the three months ended December 31, 2009, excludes a $4.0 million gain on sale of the Navios Apollon.
 
    Adjusted Net Income and Adjusted Basic Earnings Per Share for the three months ended December 31, 2009, exclude a: (i) $4.0 million gain on sale of the Navios Apollon; and (ii) $2.0 million write-off deferred financing costs due to the partial repayment of outstanding indebtedness following the issuance of the secured bond in November 2009.
Total Navios Holdings’ consolidated revenue for the three months ended December 31, 2010 increased by $41.2 million, to $189.9 million compared to $148.7 million for the same period in 2009. Revenue from drybulk vessel operations for the three months ended December 31, 2010 was $119.7 million as compared to $113.6 million for the same period during 2009.
The increase in revenue was mainly attributable to: (i) the increase in Time Charter Equivalent (“TCE”) per day by 9.0% to $26,282 per day in the fourth quarter of 2010 from $24,120 per day in the same period of 2009; and (ii) an increase in the available ownership days by 20.8% to 2,350 days in the fourth quarter of 2010 from 1,945 days in the same period of 2009. This increase was partially offset by a decrease in short-term and long-term fleet available days of 224 days and 474 days, respectively.

 


 

Revenue from the logistics business was $44.8 million for the three months ended December 31, 2010 as compared to $35.1 million during the same period of 2009. This increase was mainly attributable to: (i) the acquisition of the Sara H in February 2010; (ii) the increased operations of its liquid port; (iii) the increased volumes transported through the dry port terminal business; and (iv) 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 December 31, 2010 was $25.4 million. Navios Acquisition including the chemical tanker the Nave Cosmos delivered on October 27, 2010, had 802 available days at a TCE rate of $31,702. There were no operations in the corresponding period in 2009.
EBITDA of Navios Holdings (excluding Navios Acquisition) for the three months ended December 31, 2010 increased by $51.0 million to $106.3 million compared to $55.3 million for the fourth quarter of 2009. The $51.0 million increase in EBITDA was primarily due to: (i) an increase in revenue of $15.8 million to $164.5 million in the fourth quarter of 2010 from $148.7 million in the same period of 2009; (ii) a decrease in time charter, voyage and logistic business expenses of $2.4 million from $83.8 million in the fourth quarter of 2009 to $81.4 million in the same period of 2010; (iii) $2.5 million gain from derivatives; (iv) an increase of $5.8 million in net other income; (v) an increase of $25.3 million in gain on sale of assets; and (vi) an increase in equity in earnings by $3.2 million. The overall variance of $55.0 million was partially 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 $1.1 million (excluding share-based compensation expenses); and (iii) a decrease of $2.3 million in noncontrolling interest.
EBITDA of Navios Logistics was $9.7 million for the three month period ended December 31, 2010 as compared to $3.8 million during the same period in 2009.
EBITDA of Navios Acquisition for the three month period ended December 31, 2010 was $17.9 million. Navios Acquisition, including the chemical tanker the Nave Cosmos delivered on October 27, 2010, had 802 available days at a TCE rate of $31,702. There were no operations in the corresponding period in 2009.
Net income of Navios Holdings (excluding Navios Acquisition) for the three months ended December 31, 2010 was $57.5 million as compared to $12.5 million for the comparable period of 2009. The increase of net income by $45.0 million was mainly due to an increase in EBITDA of $51.0 million as discussed above, which was partially offset by: (i) an increase in depreciation and amortization of $0.8 million; (ii) an increase in interest expense, net of $4.1 million; (iii) an increase in income taxes of $0.6 million; (iv) an increase of $0.4 million in amortization for drydock and special survey costs; and (v) an increase of $0.1 million in share-based compensation expense.
Net loss of Navios Acquisition for the three month period ended December 31, 2010 was $4.2 million. Year Ended December 31, 2010 and 2009 Results (in thousands of U.S. dollars, except per share data, unless otherwise stated)
                                 
                            Total
                            Consolidated
                    (Excluding   (Excluding
    Total   Navios   Navios   Navios
    Consolidated   Acquisition   Acquisition)   Acquisition)
    Year Ended   Year Ended   Year Ended   Year Ended
    December 31,   December 31,   December 31,   December 31,
    2010   2010   2010   2009
    (unaudited)   (unaudited)   (unaudited)   (unaudited)
Revenue
  $ 679,918     $ 33,568     $ 646,350     $ 598,676  
EBITDA
  $ 356,126     $ 17,461     $ 338,665     $ 206,801  
Adjusted EBITDA (*)
  $ 291,194     $ 25,480     $ 265,714     $ 193,712  
Net income/(loss)
  $ 145,757     $ (8,294 )   $ 154,051     $ 67,934  
Adjusted Net Income (*)
  $ 86,266     $ 5,166     $ 81,100     $ 56,871  

 


 

                                 
                            Total
                            Consolidated
                    (Excluding   (Excluding
    Total   Navios   Navios   Navios
    Consolidated   Acquisition   Acquisition)   Acquisition)
    Year Ended   Year Ended   Year Ended   Year Ended
    December 31,   December 31,   December 31,   December 31,
    2010   2010   2010   2009
    (unaudited)   (unaudited)   (unaudited)   (unaudited)
Earnings/(loss) Per Share
  $ 1.43     $ (0.08 )   $ 1.51     $ 0.68  
Adjusted Basic Earnings Per Share (*)
  $ 0.83     $ 0.05     $ 0.78     $ 0.57  
 
(*)   Adjusted EBITDA for the year ended December 31, 2010 excludes a: (i) $55.4 million gain on sale of Navios Hyperion, Navios Aurora II, Navios Pollux, Navios Melodia and Navios Fulvia to Navios Partners; (ii) $17.7 million gain recognized as a result of obtaining control of Navios Acquisition as of May 28, 2010; (iii) $4.0 million write off of an unfavourable short-term charter; (iv) $3.8 million gain on the buyback of the convertible notes; and (v) $8.0 million of transaction costs relating to Navios Acquisition of a fleet of seven VLCC tankers (the “VLCC Acquisition”).
 
    Adjusted Net Income and Adjusted Basic Earnings Per Share for the year ended December 31, 2010 also exclude the items described above and they were further adjusted to exclude $5.4 million of prepayment fees and write-off of deferred financing costs relating to Navios Acquisition.
 
    Adjusted EBITDA, for year ended December 31, 2009, excludes: (i) $20.8 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.
 
    Adjusted Net Income and Adjusted Basic Earnings Per Share also exclude the items described above. Adjusted Net Income and Adjusted Basic Earnings Per Share for the year ended December 31, 2009, were further adjusted to exclude $2.0 million write off of deferred financing costs due to the partial repayment of outstanding indebtedness following the issuance of the secured bond in November 2009.
Total Navios Holdings’ consolidated revenue for the year ended December 31, 2010 increased by $81.2 million, to $679.9 million compared to $598.7 million for the same period in 2009.
Revenue from drybulk vessel operations for the year ended December 31, 2010 was $458.4 million as compared to $459.8 million for the same period during 2009. The decrease in revenue was mainly attributable to a decrease in TCE per day by $1.1% to $25,527 in 2010 from $25,821 in 2009 and a decrease in short-term and long-term chartered in fleet available days of 458 days and 1,174 days, respectively. This decrease was offset by an increase in available ownership days of the fleet of 29.2% to 8,680 days from 6,718 days following the delivery of the owned vessels at various times since December 2009.
Revenue from the logistics business was $188.0 million for the year ended December 31, 2010 as compared to $138.9 million during the same period of 2009. This increase was mainly attributable to: (i) the acquisition of Makenita H in June 2009, which was fully operational during 2010; (ii) the acquisition of Sara H in February 2010; (iii) the acquisition of Jiujiang and Stavroula as capital leases, in June and July 2010, respectively; (iv) an increase in product sales at Navios Logistics’ liquid port; and (v) the increased storage capacity of the dry port in Uruguay following the construction of its new silo.
Revenue from tanker vessel operations for the year ended December 31, 2010 was $33.6 million. Following the acquisition of the vessel Nave Cosmos on October 27, 2010, Navios Acquisition had 1,104 available days at a TCE of $30,087 for the year ended December 31, 2010. There was no revenue in the corresponding period of 2009.
EBITDA of Navios Holdings (excluding Navios Acquisition) for the year ended December 31, 2010 increased by $131.9 million to $338.7 million compared to $206.8 million for the same period of 2009. The $131.9 million increase in EBITDA was primarily due to: (i) an increase in revenue of $47.7

 


 

million to $646.4 million compared to $598.7 million for same period in 2009; (ii) a decrease in time charter, voyage and logistic business expenses of $17.6 million from $353.8 million in 2009 to $336.2 million in the same period of 2010; (iii) an increase of $3.7 million in gains from derivatives; (iv) an increase of $8.7 million in net other income; (v) a $34.6 million gain on sale of assets; (vi) a $17.7 million gain recognized as a result of obtaining control of Navios Acquisition as of May 28, 2010; and (vii) an increase in equity in net earnings from affiliated companies by $12.7 million. The overall variance of $142.7 million was partially offset by: (i) an increase in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) of $5.0 million; (ii) an increase in general and administrative expenses of $4.9 million (excluding share-based compensation expenses); and (iii) a decrease of $0.9 million noncontrolling interest.
EBITDA of Navios Logistics was $32.5 million for the year ended December 31, 2010 as compared to $29.6 million during the same period in 2009.
EBITDA of Navios Acquisition for the year ended December 31, 2010 was $17.5 million and Adjusted EBITDA was $25.5 million, which excludes $8.0 million of transaction costs for the VLCC Acquisition. Net income of Navios Holdings (excluding Navios Acquisition) for year ended December 31, 2010 was $154.0 million as compared to $67.9 million for the comparable period of 2009. The increase of net income by $86.2 million was mainly due to an increase in EBITDA of $131.9 million as discussed above, which was partially offset by: (i) an increase in depreciation and amortization of $17.8 million; (ii) an increase in interest expense, net of $24.8 million; (iii) an increase in income taxes of $2.0 million; (iv) an increase of $0.9 million in amortization for drydock and special survey costs; and (v) an increase of $0.3 million in share-based compensation expense.
Net loss of Navios Acquisition for the year ended December 31, 2010 was $8.3 million.
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 twelve month periods ended December 31, 2010 and 2009.
                                 
    Three Month   Three Month        
    Period ended   Period ended   Year Ended   Year Ended
    December 31,   December 31,   December 31,   December 31,
    2010   2009   2010   2009
    (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
Available Days (1)
    3,776       4,068       15,918       15,588  
Operating Days (2)
    3,733       4,001       15,841       15,479  
Fleet Utilization (3)
    98.9 %     98.4 %     99.5 %     99.3 %
Equivalent Vessels (4)
    41       44       44       43  
TCE (5)
  $ 26,282     $ 24,120     $ 25,527     $ 25,821  
 
(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, Wednesday, February 23, 2011, at 8:30 am ET, at which time Navios Holdings’ senior management will provide highlights and commentary on the fourth quarter and year-end December 31, 2010 financial results.
A supplemental slide presentation will be available on the Navios Holdings website at www.navios.com under the “Investors” section at 7:45 am ET.
Conference Call details:
Call Date/Time: Wednesday, February 23, 2011, at 8:30 am ET
Call Title: Navios Holdings Q4 and FY 2010 Financial Results Conference Call
US Dial In: +1.877.480.3873
International Dial In: +1.404.665.9927
Conference ID: 3851 1920
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: 3851 1920
This call will be simultaneously Webcast. The Webcast will be available on the Navios Holdings website, 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.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. (NYSE: NM) is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain.
Navios Holdings may, from time to time, be required to offer certain owned Capesize and Panamax vessels to Navios Maritime Partners L.P. for purchase at fair market value according to the terms of the Omnibus Agreement.
For more information about Navios Holdings please visit our website: www.navios.com.
About Navios South American Logistics Inc.
Navios Logistics was formed in 2008. 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, vessels and pushboats. 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 its website: 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 its website: 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 — except share data)
                 
    December 31,     December 31,  
    2010     2009  
    (unaudited)          
ASSETS
               
Current assets
               
Cash and cash equivalents
  $ 207,410     $ 173,933  
Restricted cash
    34,790       107,158  
Accounts receivable, net
    70,388       78,504  
Short-term derivative asset
    1,420       38,382  
Due from affiliate companies
    2,603       1,973  
Prepaid expenses and other current assets
    33,354       27,730  
 
           
Total current assets
    349,965       427,680  
 
           
 
               
Deposit for vessels acquisitions
    377,524       344,515  
Vessels, port terminal and other fixed assets, net
    2,249,677       1,577,741  
Long-term derivative assets
    149       8,181  
Restricted cash
    18,787        
Investments in leased assets
          18,431  
Investments in affiliates
    18,695       13,042  
Investments in available for sale securities
    99,078       46,314  
Other long term assets
    60,132       50,791  
Intangibles other than goodwill
    327,703       300,571  
Goodwill
    175,057       147,916  
 
           
Total non-current assets
    3,326,802       2,507,502  
 
           
Total assets
  $ 3,676,767     $ 2,935,182  
 
           
 
               
LIABILITIES AND EQUITY
               
Current liabilities
               
Accounts payable
  $ 49,496     $ 61,990  
Dividends payable
    7,214       6,052  
Accrued expenses
    62,417       48,030  
Deferred income and cash received in advance
    17,682       9,529  
Short term derivative liability
    245       10,675  
Capital lease obligations
    1,252        
Current portion of long term debt
    63,297       59,804  
 
           
Total current liabilities
    201,603       196,080  
 
           
 
               
Senior and ship mortgage notes, net of discount
    1,093,787       693,049  
Long term debt, net of current portion
    918,826       869,853  
Capital lease obligations, net of current portion
    31,009        
Unfavorable lease terms
    56,875       59,203  
Long term liabilities and deferred income
    36,020       33,470  
Deferred tax liability
    21,104       22,777  
 
           
Total non-current liabilities
    2,157,621       1,678,352  
 
           
Total liabilities
    2,359,224       1,874,432  
 
           
 
               
Commitments and contingencies
           
Stockholders’ equity
               
Preferred Stock — $0.0001 par value, authorized 1,000,000 shares, 8,479 and 8,201 issued and outstanding as of December 31, 2010 and December 31, 2009, respectively
           
Common stock — $0.0001 par value, authorized 250,000,000 shares, issued and outstanding 101,563,766 and 100,874,199, as of December 31, 2010 and 2009, respectively
    10       10  
Additional paid-in capital
    531,265       533,729  
Accumulated other comprehensive income
    32,624       15,156  
Retained earnings
    495,684       376,585  
 
           
Total Navios Holdings’ stockholders’ equity
    1,059,583       925,480  
 
           
 
               
Noncontrolling interest
    257,960       135,270  
 
           
 
               
Total stockholders’ equity
    1,317,543       1,060,750  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 3,676,767     $ 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              
    Period ended     Period ended     Year ended     Year ended  
    December 31,     December 31,     December 31,     December 31,  
    2010     2009     2010     2009  
    (unaudited)     (unaudited)     (unaudited)        
Revenue
  $ 189,927     $ 148,730     $ 679,918     $ 598,676  
Time charter, voyage and logistic business expenses
    (81,673 )     (83,801 )     (336,558 )     (353,838 )
Direct vessel expenses
    (16,506 )     (8,375 )     (47,109 )     (31,454 )
General and administrative expenses
    (15,055 )     (12,936 )     (58,604 )     (43,897 )
Depreciation and amortization
    (30,622 )     (22,053 )     (101,793 )     (73,885 )
Interest income/expense and finance cost, net
    (37,502 )     (19,042 )     (102,380 )     (61,919 )
Gain/(loss) on derivatives
    59       (2,411 )     4,064       375  
Gain on sale of assets/partial sale of subsidiary
    29,298       3,995       55,432       20,785  
Gain on change in control
                17,742        
Other income/(expense), net
    4,989       (1,157 )     (5,614 )     (14,666 )
 
                       
Income before equity in net earnings of affiliate companies
    42,915       2,950       105,098       40,177  
Equity in net earnings of affiliated companies
    11,168       9,265       40,585       29,222  
 
                       
 
                               
Income before taxes
  $ 54,083     $ 12,215     $ 145,683     $ 69,399  
Income taxes
    (1,071 )     (462 )     (414 )     1,565  
 
                       
Net income
    53,012       11,753       145,269       70,964  
Less: Net (income)/loss attributable to the noncontrolling interest
    295       733       488       (3,030 )
 
                       
 
                               
Net income attributable to Navios Holdings common stockholders
  $ 53,307     $ 12,486     $ 145,757     $ 67,934  
 
                       
 
                               
Basic earnings per share attributable to Navios Holdings stockholders
  $ 0.52     $ 0.12     $ 1.43     $ 0.68  
 
                       
 
                               
Weighted average number of shares, basic
    100,616,917       99,966,063       100,518,880       99,924,587  
 
                       
 
                               
Diluted earnings per share attributable to Navios Holdings stockholders
  $ 0.44     $ 0.11     $ 1.24     $ 0.65  
 
                       
 
                               
Weighted average number of shares, diluted
    119,292,525       109,576,524       116,182,356       105,194,659  
 
                       

 


 

NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
                 
    Year Ended     Year Ended  
    December 31,     December 31,  
    2010     2009  
    (unaudited)          
OPERATING ACTIVITIES:
               
Net income
  $ 145,269     $ 70,964  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Non-cash adjustments
    60,085       62,112  
Decrease in operating assets
    7,051       30,399  
Increase/(decrease) in operating liabilities
    (20,578 )     56,498  
Payments for dry dock and special survey costs
    (9,337 )     (3,522 )
 
           
Net cash provided by operating activities
    182,490       216,451  
 
           
 
               
INVESTING ACTIVITIES:
               
Acquisition of subsidiary, net of cash acquired
    (98,913 )     (369 )
Proceeds from sale of assets
    484,082       66,600  
Increase/(decrease) in restricted cash for investing activities
    67,659       (90,878 )
Receipts from finance lease
    180       567  
Deposits for vessel acquisitions
    (343,243 )     (238,810 )
Acquisition of vessels
    (222,773 )     (512,760 )
Purchase of property and equipment
    (16,761 )     (26,888 )
 
           
Net cash used in investing activities
    (129,769 )     (802,538 )
 
           
 
               
FINANCING ACTIVITIES:
               
Proceeds from long-term loans
    466,634       621,270  
Proceeds from ship mortgage and senior notes
    400,000       394,412  
Repayment of long term debt and payment of principal
    (804,397 )     (333,952 )
Proceeds from warrant exercise
    (2,060 )      
Debt issuance costs
    (23,458 )     (18,097 )
Increase in restricted cash
    17,662       (9,500 )
Contributions from noncontrolling shareholders
    (470 )     563  
Repurchase of preferred stock
    (50,835 )      
Repurchase of convertible bond
    (29,100 )      
Issuance of common stock
    415        
Dividends paid
    (27,037 )     (27,583 )
Proceeds from equity offering, net of fees
    33,402        
Acquisition of treasury stock
          (717 )
 
           
 
               
Net cash (used in)/provided by financing activities
    (19,244 )     626,396  
 
           
 
               
Increase in cash and cash equivalents
    33,477       40,309  
 
           
 
               
Cash and cash equivalents, beginning of year
    173,933       133,624  
 
           
 
               
Cash and cash equivalents, end of year
  $ 207,410     $ 173,933  
 
           
 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
 
               
Cash paid for interest
  $ 94,742     $ 58,224  
Cash paid for income taxes
  $ 485     $ 2,238  

 


 

                 
    Year Ended   Year Ended
    December 31,   December 31,
    2010   2009
    (unaudited)        
Non-cash investing and financing activities
               
Issuance of convertible debt in connection with the acquisition of vessels
  $     $ 31,673  
Issuance of preferred stock in connection with the acquisition of vessels
  $ 69,301     $ 40,284  
Equity in net earnings of affiliated companies
  $ 40,585     $ 29,222  
Dividends declared but not paid
  $ 7,214     $ 6,052  
Shares released to the shareholders of Horamar
  $ 10,869     $  
Investments in available for sale securities
  $ 35,297     $  
Debt assumed in connection with acquisitions of businesses
  $ 543,438     $ 804  
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
                 
    December 31,     December 31,  
Three Months Ended   2010     2009  
(in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Net cash provided by operating activities
  $ 57,608     $ 71,459  
Net increase in operating assets
    (20,670 )     (22,398 )
Net increase/(decrease) in operating liabilities
    22,678       (21,949 )
Net interest cost
    37,503       19,042  
Deferred finance charges
    (6,508 )     (3,467 )
Provision for losses/(gains) on accounts receivable
    2,020       (862 )
Unrealized gain/(loss) on FFA derivatives, warrants and interest rate swaps
    (4,736 )     7,828  
Earnings in affiliates, net of dividends received
    2,129       663  
Payments for drydock and special survey
    781       240  
Noncontrolling interest
    295       733  
Gain on sale of assets
    29,298       3,995  
Gain on repurchase of convertible bond
    3,799        
 
           
EBITDA
  $ 124,197     $ 55,284  
 
           
Navios Logistics EBITDA Reconciliation to Net Income
                 
    Three Month Period Ended  
    December 31,     December 31,  
    2010     2009  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Net income/(loss) attributable to Navios Holdings shareholders
  $ 2,274     $ (3,148 )
Depreciation and amortization
    5,343       5,526  
Amortization of deferred drydock costs
    111       76  
Interest income
    (132 )     (3 )
Interest expense and finance cost, net
    1,208       929  
Income taxes
    940       379  
 
           
EBITDA
  $ 9,744     $ 3,759  
 
           
EBITDA Reconciliation to Cash from Operations
                 
    December 31,     December 31,  
Twelve Months Ended   2010     2009  
(in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Net cash provided by operating activities
  $ 182,490     $ 216,451  
Net increase in operating assets
    (7,051 )     (30,399 )
Net increase/(decrease) in operating liabilities
    20,578       (56,498 )
Net interest cost
    102,380       61,919  
Deferred finance charges
    (11,752 )     (6,682 )

 


 

                 
    December 31,     December 31,  
Twelve Months Ended   2010     2009  
(in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Provision for losses on accounts receivable
    (4,660 )     (2,237 )
Unrealized (loss)/gain on FFA derivatives, warrants and interest rate swaps
    (12,882 )     9,311  
Gain on change in control
    17,742        
Earnings in affiliates and joint ventures, net of dividends received
    5,844       1,355  
Payments for drydock and special survey
    9,337       3,522  
Noncontrolling interest
    488       (3,030 )
Non cash compensation received
          6,082  
Unrealized losses on available for sale securities
          (13,778 )
Gain on sale of assets
    55,432       20,785  
Repurchase of convertible bond
    3,799        
Transaction Expenses
    (5,619 )      
 
           
EBITDA
  $ 356,126     $ 206,801  
 
           
Navios Logistics EBITDA Reconciliation to Net Income
                 
    Year Ended     Year Ended  
    December 31,     December 31,  
    2010     2009  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Net income attributable to Navios Holdings shareholders
  $ 5,599     $ 5,350  
Depreciation and amortization
    22,215       21,604  
Amortization of deferred drydock costs
    394       270  
Interest income
    (298 )     (11 )
Interest expense and finance cost, net
    4,527       4,247  
Income taxes
    64 )     (1,863 )
 
           
EBITDA
  $ 32,501     $ 29,597  
 
           

 


 

EXHIBIT II
Owned Vessels
                         
Vessel Name   Vessel Type   Year Built   Deadweight
                    (in metric tons)
Navios Ionian
  Ultra Handymax     2000       52,067  
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 Celestial
  Ultra Handymax     2009       58,063  
Navios Astra(3)
  Ultra Handymax     2006       53,468  
Navios Magellan
  Panamax     2000       74,333  
Navios Star
  Panamax     2002       76,662  
Navios Orbiter
  Panamax     2004       76,602  
Navios Asteriks
  Panamax     2005       76,801  
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  
Navios Luz
  Capesize     2010       179,144  
Navios Etoile
  Capesize     2010       179,234  
Navios Bonheur
  Capesize     2010       179,259  
Navios Altamira
  Capesize     2011       179,165  
Navios Azimuth
  Capesize     2011       179,169  
Long-term Chartered-in Fleet in Operation
                                 
            Year   Deadweight   Purchase
Vessel Name   Vessel Type   Built   (in metric tons)   Option(1)
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
Torm Antwerp
  Panamax     2008       75,250     No
Golden Heiwa
  Panamax     2007       76,662     No
King Ore
  Capesize     2010       176,800     No
Beaufiks
  Capesize     2004       180,181     Yes
Phoenix Beauty
  Capesize     2010       169,150     No
Rubena N
  Capesize     2006       203,233     No
Formosabulk Brave
  Capesize     2001       170,000     No
SC Lotta
  Capesize     2009       170,500     No
Long-term Chartered-in Fleet to be Delivered
                                   
            Delivery   Purchase     Deadweight
Vessels   Vessel Type   Date   Option     (in metric tons)
Navios Serenity
  Handysize     03/2011     Yes (2)     34,718  
Navios TBN
  Handysize     09/2012     Yes (2)     34,718  
Navios Koyo
  Capesize     12/2011     Yes       181,000  
Kleimar TBN
  Capesize     07/2012     Yes       180,000  
Navios TBN
  Capesize     12/2013     Yes       180,000  
Navios TBN
  Ultra Handymax     02/2012     Yes (2)     61,000  
Navios TBN
  Ultra Handymax     05/2013     Yes       61,000  
Navios TBN
  Ultra Handymax     10/2013     Yes       61,000  

 


 

                                   
            Delivery   Purchase     Deadweight
Vessels   Vessel Type   Date   Option     (in metric tons)
Navios Marco Polo
  Panamax     09/2011     Yes       80,000  
Navios TBN
  Panamax     01/2013     Yes       82,100  
Navios TBN
  Panamax     07/2013     Yes (2)     80,500  
Navios TBN
  Panamax     09/2013     Yes (2)     80,500  
Navios TBN
  Panamax     11/2013     Yes (2)     80,500  
 
(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.
 
(3)   Navios Holdings exercised its option in Q3 2010 to purchase Navios Astra for $21.0 million. Navios Astra was delivered to Navios Holdings on February 21, 2011.
Contacts:
Investor Relations
Navios Maritime Holdings Inc.
+1.212.906.8643
investors@navios.com