UNITED STATES
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 25, 2013
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(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 x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
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 ¨ No x
On November 25, 2013, Navios Maritime Holdings Inc. (“Navios Holdings”) issued a press release announcing the operational and financial results for the three and nine months ended September 30, 2013. 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.
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 25, 2013 | ||
Exhibits
| Exhibit |
Exhibit | |
| 99.1 | Press Release dated November 25, 2013. | |
Exhibit 99.1
Navios Maritime Holdings Inc.
Reports Financial Results for the
Third Quarter and Nine Months Ended September 30, 2013
| • | Revenue: |
| • | $122.3 million for Q3, |
| • | $381.7 million for nine months |
| • | EBITDA: |
| • | $40.6 million for Q3, |
| • | $117.8 million for nine months |
| • | Delivery of five Panamax vessels |
| • | Issued $650.0 million 7 3/8% First Priority Ship Mortgage Notes |
| • | Lowered coupon by 150bps |
| • | Extended maturity to 2022 from 2017 |
| • | Navios Logistics signs 20-year agreement with Vale International S.A. |
| • | $35.0 million estimated minimum annual EBITDA |
| • | $1.0 billion estimated minimum 20-year aggregate EBITDA |
| • | Declared quarterly dividend of $0.06 per share for Q3 2013 |
Navios Maritime Holdings Inc. (“Navios Holdings” or “the Company”) (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, 2013.
Angeliki Frangou, Chairman and Chief Executive Officer, stated, “We are pleased to report our results for the third quarter of 2013. We had a solid quarter and reported $40.6 million of EBITDA. We continued our operating discipline. Through a number of initiatives, we materially reduced our daily operating expense to $3,631 and daily cash breakeven to $8,590 per vessel for 2014. As we focus on execution, we are returning capital to our shareholders through dividend payments and declared a $0.06 dividend for Q3 2013 representing a yield of 3.1%.”
Angeliki Frangou continued, “When the rate and charter period markets were robust, we entered into long-term charters-out, generating stable cash flow that allowed us the latitude to position ourselves for a difficult market. This also developed continued access to the capital markets. Today, the Navios Group’s access to the capital markets is a competitive advantage. So far in 2013, we have raised over $2.3 billion and agreed to acquire 44 vessels at attractive prices.”
HIGHLIGHTS — RECENT DEVELOPMENTS
Navios Holdings
Issuance of $650.0 million of First Priority Ship Mortgage Notes due 2022 and Tender Offer for Any and All Outstanding Ship Mortgage Notes due 2017
On November 14, 2013, Navios Holdings and Navios Maritime Finance II (US) Inc. (the “Co-Issuers”) priced an offering of $650.0 million of 7 3/8% First Priority Ship Mortgage Notes due 2022 (the “2022 Notes”). The 2022 Notes will be secured by first priority ship mortgages on 23 vessels, aggregating approximately 2.2 million deadweight tons owned by certain subsidiary guarantors and certain other associated property and contract rights. The 2022 Notes will be guaranteed by all of the Company’s subsidiaries that guarantee the Co-Issuer’s 8 1/8% Senior Notes due 2019. The 2022 Notes offering is expected to close on November 29, 2013.
On November 14, 2013, Navios Holdings and Navios Maritime Finance (US) Inc. commenced a cash tender offer (the “Tender Offer”) for any and all of their outstanding 8 7/8% First Priority Ship Mortgage Notes due 2017 (the “2017 Notes”) and a consent solicitation to eliminate or modify most of the restrictive covenants and certain events of default. The Tender Offer and consent solicitation are scheduled to expire on December 12, 2013. We currently intend to discharge and redeem any 2017 Notes that are not purchased in the Tender Offer.
1
Vessel Deliveries
During the third quarter of 2013, four Panamax vessels were delivered to Navios Holdings’ owned fleet, comprised of the Navios Galileo, the Navios Amitie, the Navios Taurus and the Navios Northern Star. The total vessel acquisition price was $67.8 million, of which $40.0 million was financed through a facility agreement with DVB Bank S.E. and the balance with available cash.
Dividend Policy
On November 15, 2013, the Board of Directors declared a quarterly cash dividend for the third quarter of 2013 of $0.06 per share of common stock. The dividend is payable on December 20, 2013 to stockholders of record as of December 12, 2013. The declaration and payment of any further dividends remain subject to the discretion of the Board and will depend on, among other things, Navios Holdings’ cash requirements after taking into account market opportunities, restrictions under its credit agreements and other debt obligations and such other factors as the Board may deem advisable.
Navios South American Logistics Inc. (“Navios Logistics”)
Storage and Transshipment Agreement
In November 2013, Navios Logistics announced that it has signed a 20-year agreement with Vale International S.A. (“Vale”), a subsidiary of Vale S.A., to provide storage and transshipment services. The agreement with Vale provides for storing and transshipping five million tons annually of iron ore, plus an option to Vale for an additional one million tons or a total of six million tons, with a guarantee that Vale will use a minimum of four million tons. The agreement provides for fixed tariffs per ton, paid in US dollars, with annual adjustments for inflation and currency fluctuations.
| • | Navios Logistics would expect to generate approximately $35.0 million of annual EBITDA, and $1.0 billion of aggregate EBITDA over the 20-year term, assuming operating costs similar to the operating costs of Navios Logistics’ existing dry port terminal. |
| • | If Navios Logistics uses the facility for initial maximum capacity, Navios Logistics would expect to generate approximately $50.0 million of annual EBITDA and $1.5 billion of aggregate EBITDA over the 20-year term, assuming operating costs similar to the operating costs of Navios Logistics’ existing dry port terminal. |
Navios Logistics will provide storage and transshipment services by expanding its existing terminal infrastructure and investing approximately $150.0 million. Upon completion of the expansion of the storage and transshipment facility, the facility will have six million tons of throughput capacity with potential to increase to ten million tons. The facility could generate additional EBITDA if the facility were expanded to its ten million ton maximum design capacity. Navios Logistics may cancel the agreement without any liability for a number of reasons during the initial two-year period.
Six year Time Charter contracts for four convoys
Navios Logistics entered into six year time charter contracts for four convoys at $14,500 per day per convoy, with an investment grade counterparty. These contracts will be serviced using newbuilt barges currently under construction. Navios Logistics estimates that it will generate approximately $13.2 million annual EBITDA from these contracts.
Dividends from affiliates
On November 13, 2013, Navios Holdings received $7.4 million from Navios Maritime Partners L.P. (“Navios Partners”) representing the cash distribution for the third quarter of 2013.
On October 4, 2013, Navios Holdings received $3.7 million from Navios Maritime Acquisition Corporation (“Navios Acquisition”) representing the cash dividend for the second quarter of 2013.
Navios Asia LLC (“Navios Asia”)
In October 2013, the N Amalthia, a 2006-built 75,318 dwt vessel, was delivered to the Navios Asia owned fleet for an acquisition price of approximately $17.8 million.
2
Time Charter Coverage
As of November 14, 2013, Navios Holdings has chartered-out 98.0% and 29.2% of available days for 2013 and 2014, respectively, equivalent to $168.1 million and $73.8 million in revenue, respectively. The average daily charter-out rate for the core fleet is $11,343 and $15,376 for 2013 and 2014, respectively. The average daily charter-in rate for the active long-term charter-in vessels for 2013 is $13,357.
The above figures do not include the fleet of Navios Logistics and vessels servicing Contracts of Affreightment.
Fleet Profile
Navios Holdings controls a fleet of 60 vessels totaling 5.8 million dwt, of which 40 are owned and 20 are chartered-in under long-term charters (collectively, the “Core Fleet”). Navios Holdings currently operates 53 vessels (16 Capesize, 16 Panamax, 19 Ultra Handymax and two Handysize) totaling 5.2 million dwt. The current average age of the operating fleet is 6.6 years. Additionally, Navios Holdings has (i) two newbuilding charter-in vessels expected to be delivered at various dates through April 2016; and (ii) in the Navios Asia fleet, one vessel expected to be delivered in the first quarter of 2014 and four vessels expected to be delivered in the first quarter of 2015.
Exhibit II provides certain details of the “Core Fleet” of Navios Holdings. It does not include the fleet of Navios Logistics.
Financial Highlights
As of September 30, 2013
| • | Net Debt to Total Capitalization of 47.6%. |
| • | Cash $219.8 million. |
Third Quarter 2013 and 2012 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):
The third quarter 2013 and 2012 information presented below was derived from the unaudited condensed consolidated financial statements for the respective periods. EBITDA is a non-U.S. GAAP financial measure and should not be used in isolation or as substitution for Navios Holdings’ results.
See Exhibit I under the heading, “Disclosure of Non-GAAP Financial Measures,” for a discussion of EBITDA of Navios Holdings, on a consolidated basis, and Navios Logistics, and a reconciliation of such measure to the most comparable measure under U.S. GAAP.
| Three Month Period | Three Month Period | |||||||
| Ended | Ended | |||||||
| September 30, | September 30, | |||||||
| 2013 | 2012 | |||||||
| (unaudited) | (unaudited) | |||||||
| Revenue |
$ | 122,284 | $ | 163,944 | ||||
| EBITDA |
$ | 40,570 | $ | 60,765 | ||||
| Net (Loss)/Income |
$ | (13,048 | ) | $ | 4,630 | |||
| Basic (Losses)/Earnings Per Share |
$ | (0.13 | ) | $ | 0.04 | |||
Revenue from drybulk vessel operations for the three months ended September 30, 2013 was $72.5 million as compared to $98.9 million for the same period during 2012. The decrease in drybulk revenue was mainly attributable to a decrease in the time charter equivalent rate (“TCE”) per day by 35.7% to $12,085 per day in the third quarter of 2013 following the receipt in advance of $175.4 million due to restructuring of credit default insurance, as compared to $18,785 per day in the same period of 2012; and (ii) a decrease in the long-term charter-in fleet available days of 211 days. This decrease was partially offset by an increase in short-term charter-in fleet available days of 563 days and an increase in available days for owned vessels of 92 days.
3
Revenue from the logistics business was $49.8 million for the three months ended September 30, 2013 as compared to $65.0 million for the same period of 2012. This decrease was mainly attributable to a decrease in the Paraguayan liquid port’s volume of products sold.
EBITDA of Navios Holdings for the three months ended September 30, 2013 decreased by $20.2 million to $40.6 million as compared to $60.8 million for the same period of 2012. The $20.2 million decrease in EBITDA was primarily due to a $41.7 million decrease in revenue, which was mitigated by: (i) a decrease in general and administrative expenses of $1.4 million (excluding share-based compensation expenses); (ii) a $13.1 million decrease in time charter, voyage and logistics business expenses; (iii) a $2.0 million decrease in direct vessel expenses (excluding the amortization of deferred drydock and special survey costs); (iv) a $1.0 million decrease in other expense, net; (v) a $0.1 million decrease in losses on derivatives; (vi) a $0.7 million decrease in net income attributable to the noncontrolling interest; and (vii) a $3.2 million increase in equity in net earnings from affiliated companies.
EBITDA of Navios Logistics was $10.8 million for the three month period ended September 30, 2013 as compared to $13.2 million for the same period in 2012.
Net loss of Navios Holdings for the three months ended September 30, 2013 was $13.1 million as compared to $4.6 million of income for the same period of 2012. The $17.7 million decrease of Net (Loss)/Income was mainly due to: (i) a decrease in EBITDA of $20.2 million; (ii) an increase in interest income/(expense) and finance cost, net of $0.5 million; and (iii) an increase of $0.8 million in amortization for deferred drydock and special survey costs. The decrease was partially offset by: (i) a decrease in depreciation and amortization of $2.2 million; (ii) an increase in income tax benefit of $1.1 million; and (iii) a decrease of $0.5 million in share-based compensation expense.
Nine Months Ended September 2013 and 2012 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):
The information for the nine month periods ended September 30, 2013 and 2012 presented below was derived from the unaudited condensed consolidated financial statements for the respective periods. EBITDA is a non-U.S. GAAP financial measure, and should not be used in isolation or as substitution for Navios Holdings’ results.
See Exhibit I under the heading, “Disclosure of Non-GAAP Financial Measures,” for a discussion of EBITDA and Adjusted EBITDA of Navios Holdings, on a consolidated basis, and Navios Logistics, and a reconciliation of such measures to the most comparable measures under U.S. GAAP.
| Nine Month Period | Nine Month Period | |||||||
| Ended | Ended | |||||||
| September 30, | September 30, | |||||||
| 2013 | 2012 | |||||||
| (unaudited) | (unaudited) | |||||||
| Revenue |
$ | 381,693 | $ | 488,037 | ||||
| EBITDA |
$ | 117,844 | $ | 184,424 | ||||
| Net (Loss)/Income |
$ | (39,084 | ) | $ | 19,374 | |||
| Basic (Losses)/Earnings Per Share |
$ | (0.40 | ) | $ | 0.18 | |||
4
Revenue from drybulk vessel operations for the nine months ended September 30, 2013 was $195.2 million as compared to $299.6 million for the same period during 2012. The decrease in drybulk revenue was mainly attributable to: (i) a decrease in the TCE per day by 42.2% to $11,543 per day in the nine month period ended September 30, 2013 following the receipt in advance of $175.4 million due to restructuring of credit default insurance in the fourth quarter of 2012, as compared to $19,988 per day in the same period of 2012; and (ii) a decrease in the long-term charter-in fleet available days of 303 days. This decrease was partially offset by an increase in short-term charter-in fleet available days of 942 days and an increase in available days for owned vessels of 216 days.
Revenue from the logistics business was $186.5 million for the nine months ended September 30, 2013 as compared to $188.4 million for the same period of 2012. This decrease was mainly attributable to a decrease in the Paraguayan liquid port’s volume of products sold. This decrease was partially offset by an increase in (i) rates in the dry port terminal; and (ii) rates in the cabotage fleet.
EBITDA of Navios Holdings for the nine months ended September 30, 2013 decreased by $66.6 million to $117.8 million as compared to $184.4 million for the same period of 2012. The $66.6 million decrease in EBITDA was primarily due to: (i) a $106.3 million decrease in revenue; (ii) a $3.2 million increase in net income attributable to the noncontrolling interest; and (iii) a $0.3 million decrease in gain from sale of assets. The overall variance of $109.8 million was mitigated by: (i) a decrease in general and administrative expenses of $6.6 million (excluding share-based compensation expenses); (ii) a $7.4 million decrease in direct vessel expenses (excluding the amortization of deferred drydock and special survey costs); (iii) a $12.0 million decrease in other expense, net; (iv) a $4.8 million increase in equity in net earnings from affiliated companies; and (v) a $12.4 million decrease in time charter, voyage and logistics business expenses.
EBITDA of Navios Logistics was $42.5 million for the nine month period ended September 30, 2013 as compared to $37.2 million for the same period in 2012.
Net loss of Navios Holdings for the nine month ended September 30, 2013 was $39.1 million as compared to $19.4 million of income for the same period of 2012. The decrease of net income by $58.5 million was mainly due to: (i) a decrease in EBITDA of $66.6 million; (ii) an increase in interest income/(expense) and finance cost, net of $2.7 million; and (iii) an increase of $1.4 million in amortization for deferred drydock and special survey costs. The decrease was partially offset by: (i) a decrease in depreciation and amortization of $5.3 million; (ii) an increase in income tax benefit of $5.3 million; and (iii) a decrease of $1.6 million in share-based compensation expense.
5
Fleet Summary Data:
The following table reflects certain key indicators indicative of the performance of the Navios Holdings’ drybulk operations (excluding the Navios Logistics fleet) and its fleet performance for the three and nine month periods ended September 30, 2013 and 2012 and for the first and second quarter of 2013.
| Three Month Period Ended March 31, 2013 |
Three Month Period Ended June 30, 2013 |
Three Month Period Ended September 30, 2013 |
Three Month Period Ended September 30, 2012 |
Nine Month Period Ended September 30, 2013 |
Nine Month Period Ended September 30, 2012 |
|||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| Available Days (1) |
4,330 | 4,586 | 5,077 | 4,633 | 13,975 | 13,120 | ||||||||||||||||||
| Operating Days (2) |
4,226 | 4,449 | 5,056 | 4,495 | 13,702 | 12,894 | ||||||||||||||||||
| Fleet Utilization (3) |
97.60 | % | 97.00 | % | 99.60 | % | 97.00 | % | 98.10 | % | 98.30 | % | ||||||||||||
| Equivalent Vessels (4) |
48 | 50 | 55 | 50 | 51 | 48 | ||||||||||||||||||
| TCE (5) |
$ | 11,820 | $ | 10,600 | $ | 12,085 | $ | 18,785 | $ | 11,543 | $ | 19,988 | ||||||||||||
| (1) | Available days for the 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 generating revenue, 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, November 25, 2013, at 8:30 am ET, at which time members of senior management will provide highlights and commentary on the financial results of the Company for the third quarter and nine months ended September 30, 2013.
A supplemental slide presentation will be available on the Navios Holdings website at www.navios.com under the “Investors” section by 8:00 am ET on the day of the call.
Conference Call details:
Call Date/Time: Monday, November 25, 2013, at 8:30 am ET
Call Title: Navios Holdings Inc. Q3 2013 Financial Results Conference Call
US Dial In: +1.877.480.3873
International Dial In: +1.404.665.9927
Conference ID: 6832 6328
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: +1.800.585.8367
International Replay Dial In: +1.404.537.3406
Conference ID: 6832 6328
6
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. For more information about Navios Holdings please visit our website: www.navios.com.
About Navios South American Logistics Inc.
Navios South American Logistics Inc. is one of the largest logistics companies in the Hidrovia region of South America, focusing on the Hidrovia region river system, the main navigable river system in the region, and on cabotage trades along the eastern coast of South America. Navios Logistics serves the storage and marine transportation needs of its petroleum, agricultural and mining customers through its port terminals, river barge and coastal cabotage operations. For more information about Navios Logistics please visit its website: www.navios-logistics.com.
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 Maritime Acquisition Corporation
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 drybulk vessels; competitive factors in the market in which Navios Holdings operates; risks associated with operations outside the United States; and other factors listed from time to time in Navios Holdings’ filings with the Securities and Exchange Commission. Navios Holdings expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Holdings’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact:
Navios Maritime Holdings Inc.
+1.212.906.8643
investors@navios.com
7
EXHIBIT I
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, 2013 |
September 30, 2012 |
September 30, 2013 |
September 30, 2012 |
|||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Revenue |
$ | 122,284 | $ | 163,944 | $ | 381,693 | $ | 488,037 | ||||||||
| Time charter, voyage and logistics business expenses |
(55,455 | ) | (68,573 | ) | (191,095 | ) | (203,505 | ) | ||||||||
| Direct vessel expenses |
(31,392 | ) | (32,573 | ) | (85,531 | ) | (91,623 | ) | ||||||||
| General and administrative expenses |
(9,137 | ) | (11,066 | ) | (27,972 | ) | (36,092 | ) | ||||||||
| Depreciation and amortization |
(24,410 | ) | (26,568 | ) | (72,966 | ) | (78,274 | ) | ||||||||
| Interest income/(expense) and finance cost, net |
(27,415 | ) | (26,952 | ) | (80,145 | ) | (77,498 | ) | ||||||||
| Loss on derivatives |
— | (73 | ) | (260 | ) | (275 | ) | |||||||||
| Gain on sale of assets |
— | — | 18 | 323 | ||||||||||||
| Other (expense)/income, net |
(806 | ) | (1,813 | ) | 5,928 | (6,034 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss before equity in net earnings of affiliated companies |
(26,331 | ) | (3,674 | ) | (70,330 | ) | (4,941 | ) | ||||||||
| Equity in net earnings of affiliated companies |
11,530 | 8,326 | 29,780 | 24,959 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (Loss)/income before taxes |
$ | (14,801 | ) | $ | 4,652 | $ | (40,550 | ) | $ | 20,018 | ||||||
| Income tax benefit/(expense) |
1,407 | 314 | 4,979 | (281 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net (loss)/income |
(13,394 | ) | 4,966 | (35,571 | ) | 19,737 | ||||||||||
| Less: Net loss/(income) attributable to the noncontrolling interest |
346 | (336 | ) | (3,513 | ) | (363 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net (loss)/income attributable to Navios Holdings common stockholders |
$ | (13,048 | ) | $ | 4,630 | $ | (39,084 | ) | $ | 19,374 | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (Loss)/income attributable to Navios Holdings common stockholders, basic |
$ | (13,475 | ) | $ | 4,202 | $ | (40,352 | ) | $ | 18,096 | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (Loss)/income attributable to Navios Holdings common stockholders, diluted |
$ | (13,475 | ) | $ | 4,630 | $ | (40,352 | ) | $ | 19,374 | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic (loss)/earnings per share attributable to Navios Holdings common stockholders |
$ | (0.13 | ) | $ | 0.04 | $ | (0.40 | ) | $ | 0.18 | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average number of shares, basic |
101,861,079 | 101,205,545 | 101,801,655 | 101,201,101 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted (loss)/earnings per share attributable to Navios Holdings common stockholders |
$ | (0.13 | ) | $ | 0.04 | $ | (0.40 | ) | $ | 0.17 | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average number of shares, diluted |
101,861,079 | 110,997,200 | 101,801,655 | 111,009,020 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
8
NAVIOS MARITIME HOLDINGS INC.
Other Financial Data
| September 30, 2013 (unaudited) |
December 31, 2012 (unaudited) |
|||||||
| ASSETS |
||||||||
| Cash and cash equivalents |
$ | 214,163 | 257,868 | |||||
| Restricted cash |
5,685 | 24,704 | ||||||
| Other current assets |
172,450 | 187,995 | ||||||
| Vessels, port terminal and other fixed assets, net |
1,798,211 | 1,746,493 | ||||||
| Other noncurrent assets |
434,437 | 355,008 | ||||||
| Goodwill and other intangibles |
356,886 | 369,394 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 2,981,832 | $ | 2,941,462 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND EQUITY |
||||||||
| Current liabilities, including current portion of long-term debt |
192,844 | 189,376 | ||||||
| Senior and ship mortgage notes, net of discount and including premium |
1,127,835 | 1,034,141 | ||||||
| Long-term debt, net of current portion |
305,362 | 290,976 | ||||||
| Other noncurrent liabilities |
92,377 | 103,930 | ||||||
| Total stockholders’ equity |
1,263,414 | 1,323,039 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 2,981,832 | $ | 2,941,462 | ||||
|
|
|
|
|
|||||
| Nine Month | Nine Month | |||||||
| Period Ended | Period Ended | |||||||
| September 30, 2013 |
September 30, 2012 |
|||||||
| (unaudited) | (unaudited) | |||||||
| Net cash provided by operating activities |
85,532 | 61,711 | ||||||
|
|
|
|
|
|||||
| Net cash (used in)/provided by investing activities |
(223,580 | ) | 20,844 | |||||
|
|
|
|
|
|||||
| Net cash provided by/(used in) financing activities |
94,343 | (90,390 | ) | |||||
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|
|
|
|||||
9
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 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 generally accepted accounting principles in the United States or as a measure of profitability or liquidity.
EBITDA is presented to provide additional information with respect to the ability of Navios Holdings to satisfy its respective obligations including debt service, capital expenditures and working capital requirements. While EBITDA is frequently used as a measure of operating results and the ability to meet debt service requirements, the definition of EBITDA is used here may not be comparable to that used by other companies due to differences in methods of calculation.
Navios Logistics EBITDA is used to measure company’s operating performance.
The following tables provide a reconciliation of EBITDA of Navios Holdings and Navios Logistics, which in the case of Navios Holdings is on a consolidated basis:
Navios Holdings Reconciliation of EBITDA to Cash from Operations
| September 30, | September 30, | |||||||
| Three Months Ended | 2013 | 2012 | ||||||
| (in thousands of U.S. dollars) | (unaudited) | (unaudited) | ||||||
| Net cash provided by operating activities |
$ | 44,181 | $ | 24,068 | ||||
| Net (decrease)/increase in operating assets |
(27,026 | ) | 12,948 | |||||
| Net (increase)/decrease in operating liabilities |
(3,154 | ) | 81 | |||||
| Net interest cost |
27,415 | 26,952 | ||||||
| Deferred finance charges |
(1,192 | ) | (1,923 | ) | ||||
| Provision for losses on accounts receivable |
(255 | ) | (132 | ) | ||||
| Unrealized loss on FFA derivatives |
— | 79 | ||||||
| Equity in affiliates, net of dividends received |
(1,763 | ) | (2,894 | ) | ||||
| Payments for drydock and special survey |
2,018 | 1,922 | ||||||
| Noncontrolling interest |
346 | (336 | ) | |||||
|
|
|
|
|
|||||
| EBITDA |
$ | 40,570 | $ | 60,765 | ||||
|
|
|
|
|
|||||
Navios Logistics EBITDA Reconciliation to Net (Loss)/Income
| September 30, | September 30, | |||||||
| Three Months Ended | 2013 | 2012 | ||||||
| (in thousands of U.S. dollars) | (unaudited) | (unaudited) | ||||||
| Net (loss)/income attributable to Navios Logistics shareholders |
$ | (956 | ) | $ | 896 | |||
| Depreciation and amortization |
5,746 | 7,153 | ||||||
| Amortization of deferred drydock and special survey costs |
977 | 365 | ||||||
| Interest income/(expense) and finance cost, net |
6,540 | 5,122 | ||||||
| Income tax benefit |
(1,483 | ) | (380 | ) | ||||
|
|
|
|
|
|||||
| EBITDA |
$ | 10,824 | $ | 13,156 | ||||
|
|
|
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|
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10
Navios Holdings Reconciliation of EBITDA to Cash from Operations
| September 30, | September 30, | |||||||
| Nine Months Ended | 2013 | 2012 | ||||||
| (in thousands of U.S. dollars) | (unaudited) | (unaudited) | ||||||
| Net cash provided by operating activities |
$ | 85,532 | $ | 61,711 | ||||
| Net (decrease)/increase in operating assets |
(49,109 | ) | 65,698 | |||||
| Net decrease/(increase) in operating liabilities |
6,424 | (13,805 | ) | |||||
| Net interest cost |
80,145 | 77,498 | ||||||
| Deferred finance charges |
(4,124 | ) | (4,755 | ) | ||||
| Provision for losses on accounts receivable |
(300 | ) | (442 | ) | ||||
| Unrealized loss on FFA derivatives |
(69 | ) | (173 | ) | ||||
| Equity in affiliates, net of dividends received |
(7,447 | ) | (9,799 | ) | ||||
| Payments for drydock and special survey |
10,287 | 8,531 | ||||||
| Noncontrolling interest |
(3,513 | ) | (363 | ) | ||||
| Gain on sale of assets |
18 | 323 | ||||||
|
|
|
|
|
|||||
| EBITDA |
$ | 117,844 | $ | 184,424 | ||||
|
|
|
|
|
|||||
Navios Logistics EBITDA Reconciliation to Net Income
| September 30, | September 30, | |||||||
| Nine Months Ended | 2013 | 2012 | ||||||
| (in thousands of U.S. dollars) | (unaudited) | (unaudited) | ||||||
| Net income attributable to Navios Logistics shareholders |
$ | 9,401 | $ | 904 | ||||
| Depreciation and amortization |
17,619 | 20,074 | ||||||
| Amortization of deferred drydock and special survey costs |
2,128 | 1,020 | ||||||
| Interest income/(expense) and finance cost, net |
18,578 | 15,175 | ||||||
| Income tax (benefit)/expense |
(5,196 | ) | 74 | |||||
|
|
|
|
|
|||||
| EBITDA |
$ | 42,530 | $ | 37,247 | ||||
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11
EXHIBIT II
Owned Vessels
| Vessel Name |
Vessel Type | Year Built | Deadweight (in metric tons) | |||
| Navios Serenity |
Handysize | 2011 | 34,690 | |||
| Navios Ionian |
Ultra Handymax | 2000 | 52,067 | |||
| Navios Horizon |
Ultra Handymax | 2001 | 50,346 | |||
| Navios Herakles |
Ultra Handymax | 2001 | 52,061 | |||
| Navios Achilles |
Ultra Handymax | 2001 | 52,063 | |||
| Navios Vector |
Ultra Handymax | 2002 | 50,296 | |||
| 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 Astra |
Ultra Handymax | 2006 | 53,468 | |||
| Navios Ulysses |
Ultra Handymax | 2007 | 55,728 | |||
| Navios Celestial |
Ultra Handymax | 2009 | 58,063 | |||
| Navios Vega |
Ultra Handymax | 2009 | 58,792 | |||
| Navios Magellan |
Panamax | 2000 | 74,333 | |||
| Navios Star |
Panamax | 2002 | 76,662 | |||
| Navios Northern Star |
Panamax | 2005 | 75,395 | |||
| Navios Amitie |
Panamax | 2005 | 75,395 | |||
| Navios Taurus |
Panamax | 2005 | 76,596 | |||
| Navios Asteriks |
Panamax | 2005 | 76,801 | |||
| Navios Galileo |
Panamax | 2006 | 76,596 | |||
| Navios Avior |
Panamax | 2012 | 81,355 | |||
| Navios Centaurus |
Panamax | 2012 | 81,472 | |||
| Navios Stellar |
Capesize | 2009 | 169,001 | |||
| Navios Bonavis |
Capesize | 2009 | 180,022 | |||
| Navios Happiness |
Capesize | 2009 | 180,022 | |||
| Navios Phoenix |
Capesize | 2009 | 180,242 | |||
| Navios Lumen |
Capesize | 2009 | 180,661 | |||
| Navios Antares |
Capesize | 2010 | 169,059 | |||
| Navios Etoile |
Capesize | 2010 | 179,234 | |||
| Navios Bonheur |
Capesize | 2010 | 179,259 | |||
| Navios Altamira |
Capesize | 2011 | 179,165 | |||
| Navios Azimuth |
Capesize | 2011 | 179,169 |
Navios Asia Fleet(3)
| Vessel Name |
Vessel Type | Year Built |
Deadweight (in metric tons) | |||||||
| N Amalthia |
Panamax | 2006 | 75,318 | |||||||
12
Long term Chartered-in Fleet in Operation
| Vessel Name |
Vessel Type | Year Built |
Deadweight (in metric tons) |
Purchase Option(1) | ||||
| Navios Lyra |
Handysize | 2012 | 34,718 | Yes (2) | ||||
| Navios Apollon |
Ultra Handymax | 2000 | 52,073 | No | ||||
| Navios Primavera |
Ultra Handymax | 2007 | 53,464 | Yes | ||||
| Navios Armonia |
Ultra Handymax | 2008 | 55,100 | No | ||||
| Navios Oriana |
Ultra Handymax | 2012 | 61,442 | Yes | ||||
| Navios Mercury |
Ultra Handymax | 2013 | 61,393 | Yes | ||||
| Navios Libra II |
Panamax | 1995 | 70,136 | No | ||||
| Navios Altair |
Panamax | 2006 | 83,001 | No | ||||
| Navios Esperanza |
Panamax | 2007 | 75,356 | No | ||||
| Navios Marco Polo |
Panamax | 2011 | 80,647 | Yes | ||||
| Navios Southern Star |
Panamax | 2013 | 82,224 | Yes | ||||
| Golden Heiwa |
Panamax | 2007 | 76,662 | No | ||||
| Beaufiks |
Capesize | 2004 | 180,310 | Yes | ||||
| Rubena N |
Capesize | 2006 | 203,233 | No | ||||
| SC Lotta |
Capesize | 2009 | 169,056 | No | ||||
| King Ore |
Capesize | 2010 | 176,800 | No | ||||
| Navios Koyo |
Capesize | 2011 | 181,415 | Yes | ||||
| Navios Obeliks |
Capesize | 2012 | 181,415 | Yes |
Navios Asia Fleet to be Delivered (3)
| Vessels |
Vessel Type | Built | Estimated Delivery Date | |||
| N Bonanza |
Panamax | 2006 | Q1 2014 | |||
| Navios TBN |
Panamax | 2007 | Q1 2015 | |||
| Navios TBN |
Panamax | 2007 | Q1 2015 | |||
| Navios TBN |
Panamax | 2007 | Q1 2015 | |||
| Navios TBN |
Panamax | 2007 | Q1 2015 |
Long-term Chartered-in Fleet to be Delivered
| Delivery | Purchase | Deadweight | ||||||||
| Vessels |
Vessel Type | Date | Option | (in metric tons) | ||||||
| Navios Venus |
Ultra Handymax | 02/2015 | Yes | 61,000 | ||||||
| Navios Felix |
Capesize | 04/2016 | Yes | 180,000 | ||||||
| (1) | Generally, Navios Holdings may exercise its purchase option after three to five years of service. |
| (2) | Navios Holdings holds the initial 50% purchase option on the vessel. |
| (3) | 51% ownership of Navios Holdings. |
13