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: February 20, 2013
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 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 February 19, 2013, 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, 2012. 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 | |
| Date: | Angeliki Frangou Chief Executive Officer February 20, 2013 | |
EXHIBIT INDEX
| Exhibit No. |
Exhibit | |
| 99.1 | Press Release, dated February 19, 2013. | |
Exhibit 99.1
Navios Maritime Holdings Inc.
Reports Financial Results for the
Fourth Quarter and Year Ended December 31, 2012
| • | $166.0 million Net Income for the Full Year 2012 |
| • | $146.6 million Net Income for Q4 2012 |
| • | $352.6 million Liquidity |
| • | $390.0 million EBITDA for the Full Year 2012 |
| • | $205.6 million EBITDA for Q4 2012 |
| • | Dividend of $0.06 per share for Q4 2012 |
PIRAEUS, GREECE—(Marketwire – February 19, 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 fourth quarter and year ended December 31, 2012.
Angeliki Frangou, Chairman and Chief Executive Officer of Navios Holdings stated, “I believe that Navios Holdings is poised to capture any upturn in the market. During the past few years, as the maritime industry suffered, we focused our energies on controlling that which we could. Today, we not only have excellent cost controls and superb technical management capabilities, we also have a strong balance sheet. As a result, we continue returning capital to our shareholders through dividend payments and declared a $0.06 dividend for Q4 2012 to shareholders of record on March 20, 2013.”
HIGHLIGHTS — RECENT DEVELOPMENTS
Navios Holdings
Credit Default Insurance Settlement
In Q4 of 2012, Navios Holdings restructured the insurance arrangement with its credit default insurer. In connection with this restructuring, Navios Holdings received:
| (i) | a $175.4 million lump sum cash payment from the credit default insurer; and |
| (ii) | $41.2 million of revenue covered under the restructured credit default insurance policy. |
As part of restructuring of the credit default insurance and pursuant to the management agreement between the parties, Navios Holdings agreed to provide supplemental charter insurance for $76.7 million of charters to Navios Maritime Partners L.P. (“Navios Partners”), with a maximum cash payment of $20.0 million.
Navios Holdings has $41.2 million of charters participating in the pool insurance coverage from its credit default insurer. The pool insurance covers charters totaling $217.1 million of both Navios Holdings and Navios Partners, with a maximum cash payment of $120.0 million.
Liquidity
Net Debt to Total Capitalization was 42% as of December 31, 2012. Navios Holdings’ total liquidity, including lines of credit, as of December 31, 2012 was approximately $352.6 million.
1
Time Charter Coverage
As of February 18, 2013, Navios Holdings had chartered-out 46.8% and 8.6% of available days for 2013 and 2014, respectively, equivalent to $93.2 million and $32.7 million in revenue, respectively. The average daily charter-out rate for the core fleet is $13,411 and $25,595 for 2013 and 2014, respectively. The average daily charter-in rate for the active long-term charter-in vessels for 2013 is $13,927.
The above figures do not include the fleet of Navios South American Logistics Inc. (“Navios Logistics”) and vessels servicing Contracts of Affreightment.
Dividend Policy
On February 15, 2013, the Board of Directors declared a quarterly cash dividend for the fourth quarter of 2012 of $0.06 per share of common stock. The dividend is payable on March 27, 2013 to stockholders of record as of March 20, 2013. The declaration and payment of any further dividend 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 Logistics
On February 8, 2013, Navios Logistics agreed to acquire Energias Renovables del Sur S.A. (“Energias”), an Uruguayan company, for a total consideration of $2.0 million. Energias controls approximately 12 hectares of undeveloped land located in the Nueva Palmira free zone in Uruguay, near to Navios Logistics’ existing port. Navios Logistics plans on developing this land in expanding its port operations.
Navios Partners
On February 14, 2013, Navios Holdings received $7.3 million representing the cash dividend from Navios Partners for the fourth quarter of 2012.
Navios Maritime Acquisition Corporation (“Navios Acquisition”)
On January 4, 2013, Navios Holdings received $1.3 million representing the cash dividend from Navios Acquisition for the third quarter of 2012.
Fleet Profile
Navios Holdings controls a fleet of 50 vessels totaling 5.1 million dwt, of which 30 are owned and 20 are chartered-in under long-term charters (collectively, the “Core Fleet”). Navios Holdings currently operates 46 vessels (16 Capesize, 10 Panamax, 18 Ultra-Handymax and two Handysize) totaling 4.7 million dwt. Additionally, Navios Holdings has four newbuilding charter-in vessels expected to be delivered at various dates through December 2013. The current average age of the operating fleet is 6.0 years.
Exhibit II provides certain details of the “Core Fleet” of Navios Holdings. It does not include the fleet of Navios Logistics.
Financial Highlights
Fourth Quarter 2012 and 2011 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):
The fourth quarter 2012 and 2011 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.
2
| Three Month Period Ended December 31, 2012 |
Three Month
Period Ended December 31, 2011 |
|||||||
| (unaudited) | (unaudited) | |||||||
| Revenue |
$ | 128,457 | $ | 168,420 | ||||
| EBITDA (*) |
$ | 205,562 | $ | 63,914 | ||||
| Net Income (*) |
$ | 146,614 | $ | 11,816 | ||||
| Basic Earnings Per Share (*) |
$ | 1.44 | $ | 0.11 | ||||
| (*) | EBITDA for the three months ended December 31, 2012 includes a $161.2 million gain from defaulted charters’ compensation and related accounts, net. |
Net Income and Basic Earnings Per Share for the three months ended December 31, 2012 also includes the item described in the immediately preceding paragraph, and a $4.1 million accelerated amortization of intangibles.
EBITDA, Net Income and Basic Earnings Per Share for the three months ended December 31, 2011 includes a $1.7 million accounting loss related to the settlement in shares of part of the outstanding receivables from Korea Line Corporation.
Revenue from drybulk vessel operations for the three months ended December 31, 2012 was $69.9 million as compared to $101.6 million for the same period during 2011. The decrease in drybulk revenue was mainly attributable to (i) a decrease in the time charter equivalent rate (“TCE”) per day by 39.2% to $12,805 per day in the fourth quarter of 2012 as compared to $21,068 per day in the same period of 2011 and (ii) a decrease in the short-term charter-in fleet available days of 367 days. This decrease was partially offset by (i) an increase in available days for owned vessels by 6.8% to 2,741 days in the fourth quarter of 2012 from 2,566 days in the same period of 2011 and (ii) an increase in the long-term charter-in fleet available days of 436 days.
Revenue from the logistics business was $58.6 million for the three months ended December 31, 2012 as compared to $66.8 million for the same period of 2011. This decrease was mainly attributable to the decrease in the Paraguayan liquid port’s volume of products sold and a decrease in revenues from liquid cargo transportation in the barge business.
EBITDA of Navios Holdings for the three months ended December 31, 2012 increased by $141.7 million to $205.6 million as compared to $63.9 million for the same period of 2011. The $141.7 million increase in EBITDA was primarily due to: (i) a $10.4 million decrease in time charter, voyage and logistics business expenses; (ii) a $0.2 million increase in gains from derivatives; (iii) a $1.2 million increase in equity in net earnings from affiliated companies; (iv) a $1.0 million decrease in direct vessel expenses (excluding the amortization of deferred drydock and special survey costs) and (v) a $170.6 million increase in other income, net (positively affected from defaulted charters’ compensation and related accounts, net). The overall variance of $183.4 million was mitigated by: (i) a decrease in revenue of $40.0 million (affected by defaulted charters’ loss and the accounting loss related to the settlement in shares of part of the outstanding receivables from Korea Line Corporation in 2011); (ii) an increase in general and administrative expenses of $1.6 million (excluding share based compensation expenses); and (iii) a $0.1 million increase in net income attributable to the noncontrolling interest.
EBITDA of Navios Logistics was $10.9 million for the three month period ended December 31, 2012 as compared to $10.1 million for the same period in 2011.
Net income of Navios Holdings for the three months ended December 31, 2012 was $146.6 million as compared to $11.8 million for the same period of 2011. The increase of Net Income by $134.8 million was mainly due to: (i) an increase in EBITDA of $141.7 million; (ii) a decrease in share-based compensation expense of $0.1 million and (iii) a decrease in income taxes of $0.1 million. This increase was partially offset by: (i) an increase in interest income/expense and finance cost, net of $ 1.8 million; (ii) an increase in depreciation and amortization of $4.9 million (including the accelerated amortization of intangibles); and (iii) an increase of $0.4 million in amortization for deferred drydock and special survey costs.
3
Year Ended December 31, 2012 and 2011 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):
The information for the year ended December 31, 2012 and 2011 (excluding consolidation of Navios Acquisition, with respect to the year ended December 31, 2011) 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.
From March 30, 2011, Navios Acquisition is no longer consolidated and is accounted for under the equity method of accounting. The table and the discussion below (with respect to the year ended December 31, 2011) exclude the impact of Navios Acquisition and are presented to provide investors with a clearer picture of Navios Holdings on a going forward basis.
See Exhibit I under the heading, “Disclosure of Non-GAAP Financial Measures,” for a discussion of EBITDA of Navios Holdings, on a consolidated basis, Navios Acquisition and Navios Logistics, and a reconciliation of such measure to the most comparable measure under U.S. GAAP.
| Year Ended December 31, 2012 |
(Excluding consolidation of Navios Acquisition) Year Ended December 31, 2011 |
|||||||
| (unaudited) | (unaudited) | |||||||
| Revenue |
$ | 616,494 | $ | 664,225 | ||||
| EBITDA (*) |
$ | 389,986 | $ | 245,889 | ||||
| Net Income (*) |
$ | 165,988 | $ | 42,267 | ||||
| Basic Earnings Per Share (*) |
$ | 1.62 | $ | 0.40 | ||||
| (*) | EBITDA for year ended December 31, 2012 includes (i) a $161.2 million gain from defaulted charters’ compensation and related accounts, net; and (ii) a $0.3 million gain on the sale of the Navios Buena Ventura to Navios Partners. |
Net Income and Basic Earnings Per Share for the year ended December 31, 2012 includes items (i) and (ii) described in the immediately preceding paragraph, and a $4.1 million accelerated amortization of intangibles.
EBITDA, Net Income and Basic Earnings Per Share for the year ended December 31, 2011 include: (i) $21.2 million of expenses relating to the bond extinguishment in January 2011; (ii) a $35.3 million loss on deconsolidation of Navios Acquisition; (iii) a $38.8 million gain on the sale of Navios Luz and Navios Orbiter to Navios Partners; and (iv) a $1.7 million accounting loss related to the settlement in shares of part of the outstanding receivables from Korea Line Corporation.
Navios Holdings’ total consolidated revenue for the year ended December 31, 2012 decreased by $47.7 million to $616.5 million as compared to $664.2 million for the same period during 2011.
Revenue from drybulk vessel operations for the year ended December 31, 2012 was $369.5 million as compared to $429.5 million for the same period during 2011. The decrease in drybulk revenue was mainly attributable to: (i) a decrease in TCE per day by 21.2% to $18,167 per day during the year ended December 31, 2012 as compared to $23,064 per day in the same period of 2011 and (ii) a decrease in the short-term charter-in fleet available days of 1,544 days. This decrease was partially offset by: (i) an increase in available days for owned vessels by 5.3% to 10,757 days during year ended December 31, 2012 from 10,214 days in the same period of 2011 and (ii) an increase in the long-term charter-in fleet available days of 2,167 days.
Revenue from the logistics business was $247.0 million for the year ended December 31, 2012 as compared to $234.7 million during the same period of 2011. This increase was mainly attributable to: (i) increase in volumes and rates in the dry and liquid port terminals; (ii) increase due to the expansion of the barge fleet in the third and fourth quarter of 2011; and (iii) increase in time charter rates of cabotage vessels.
4
EBITDA of Navios Holdings for the year ended December 31, 2012 increased by $144.1 million to $390.0 million as compared to $245.9 million for the same period of 2011. The $144.1 million increase in EBITDA was primarily due to: (i) a $3.6 million decrease in time charter, voyage and logistics business expenses; (ii) a decrease in general and administrative expenses of $1.0 million (excluding share based compensation expenses); (iii) an increase in equity in net earnings from affiliated companies of $2.2 million; (iv) a $0.6 million increase in net income attributable to the noncontrolling interest; (v) a $172.6 million increase in other income, net (positively affected from defaulted charters’ compensation and related accounts, net); (vi) a $35.3 million loss on deconsolidation of Navios Acquisition in 2011; and (vii) $21.2 million of expenses relating to the bond extinguishment in January 2011. This overall variance of $236.5 million was mitigated by: (i) a decrease in revenue of $47.7 million (affected by defaulted charters’ loss and the accounting loss related to the settlement in shares of part of the outstanding receivables from Korea Line Corporation in 2011); (ii) an increase in direct vessel expenses (excluding the amortization of deferred drydock and special survey costs) of $6.2 million; and (iii) a decrease in gain from sale of assets of $38.5 million.
EBITDA of Navios Logistics was $48.1 million for the year ended December 31, 2012 as compared to $39.0 million during the same period in 2011.
Net income of Navios Holdings for the year ended December 31, 2012 was $166.0 million as compared to $42.3 million for the same period of 2011. The increase of Net Income by $123.7 million was mainly due to an increase in EBITDA of $144.1 million. This increase was mitigated by: (i) an increase in interest income/expense and finance cost, net of $8.8 million; (ii) an increase in depreciation and amortization of $8.9 million (including the accelerated amortization of intangibles); (iii) an increase of $1.9 million in amortization for deferred drydock and special survey costs; (iv) an increase of $0.5 million in share-based compensation expense; and (v) an increase in income taxes of $0.3 million.
Fleet Summary Data:
The following table reflects certain key indicators indicative of the performance of the Navios Holdings’ drybulk operations (excluding the Navios Acquisition and the Navios Logistics fleets) and its fleet performance for the three and twelve month periods ended December 31, 2012 and 2011.
| Three Month Period Ended December 31, 2012 |
Three Month Period Ended December 31, 2011 |
Year Ended December 31, 2012 |
Year Ended December 31, 2011 |
|||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Available Days (1) |
4,474 | 4,230 | 17,589 | 16,423 | ||||||||||||
| Operating Days (2) |
4,391 | 4,139 | 17,273 | 16,201 | ||||||||||||
| Fleet Utilization (3) |
98.2 | % | 97.8 | % | 98.2 | % | 98.7 | % | ||||||||
| Equivalent Vessels (4) |
49 | 46 | 48 | 45 | ||||||||||||
| TCE (5) |
$ | 12,805 | $ | 21,068 | $ | 18,167 | $ | 23,064 | ||||||||
| (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 |
5
Conference Call:
As previously announced, Navios Holdings will host a conference call today, February 19, 2013, at 8:30 am EST, at which time members of senior management will provide highlights and commentary on the financial results of the Company for the fourth quarter and twelve months ended December 31, 2012.
A supplemental slide presentation will be available on the Navios Holdings website at www.navios.com under the “Investors” section at 8:00 am EST.
Conference Call details:
Call Date/Time: February 19, 2013, at 8:30 am EST
Call Title: Navios Holdings Inc. Q4 and FY 2012 Financial Results Conference Call
US Dial In: +1.877.480.3873
International Dial In: +1.404.665.9927
Conference ID: 8968 0240
The conference call replay will be available two hours 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: 8968 0240
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.
6
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 BALANCE SHEETS
(Expressed in thousands of U.S. dollars — except share data)
| December 31, 2012 |
December 31, 2011 |
|||||||
| (unaudited) | (unaudited) | |||||||
| ASSETS |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 257,868 | $ | 171,096 | ||||
| Restricted cash |
24,704 | 6,399 | ||||||
| Accounts receivable, net |
83,091 | 101,386 | ||||||
| Due from affiliate companies |
50,837 | 49,404 | ||||||
| Prepaid expenses and other current assets |
51,437 | 42,689 | ||||||
|
|
|
|
|
|||||
| Total current assets |
467,937 | 370,974 | ||||||
|
|
|
|
|
|||||
| Deposit for vessel acquisitions |
— | 63,814 | ||||||
| Vessels, port terminal and other fixed assets, net |
1,746,493 | 1,767,946 | ||||||
| Loan receivable from affiliate company |
35,000 | 40,000 | ||||||
| Long term receivable from affiliate companies |
57,701 | — | ||||||
| Investments in affiliates |
187,794 | 117,088 | ||||||
| Investments in available for sale securities |
559 | 82,904 | ||||||
| Other long term assets |
64,457 | 67,489 | ||||||
| Intangibles other than goodwill |
209,058 | 243,273 | ||||||
| Goodwill |
160,336 | 160,336 | ||||||
|
|
|
|
|
|||||
| Total non-current assets |
2,461,398 | 2,542,850 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 2,929,335 | $ | 2,913,824 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND EQUITY |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | 63,921 | $ | 52,113 | ||||
| Dividends payable |
— | 6,149 | ||||||
| Accrued expenses |
75,681 | 63,870 | ||||||
| Deferred income and cash received in advance |
12,696 | 28,557 | ||||||
| Current portion of capital lease obligations |
1,353 | 31,221 | ||||||
| Current portion of long term debt |
33,095 | 70,093 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
186,746 | 252,003 | ||||||
|
|
|
|
|
|||||
| Senior and ship mortgage notes, net of discount |
1,034,141 | 945,538 | ||||||
| Long term debt, net of current portion |
290,976 | 437,926 | ||||||
| Capital lease obligations, net of current portion |
23,759 | — | ||||||
| Unfavorable lease terms |
32,006 | 44,825 | ||||||
| Other long term liabilities and deferred income |
29,643 | 38,212 | ||||||
| Deferred tax liability |
18,522 | 19,628 | ||||||
|
|
|
|
|
|||||
| Total non-current liabilities |
1,429,047 | 1,486,129 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
1,615,793 | 1,738,132 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies |
— | — | ||||||
| Stockholders’ equity |
||||||||
| Preferred Stock — $0.0001 par value, authorized 1,000,000 shares, 8,479 issued and outstanding for both December 31, 2012 and 2011. |
— | — | ||||||
| Common stock — $0.0001 par value, authorized 250,000,000 shares, issued and outstanding 103,255,409 and 102,409,364, as of December 31, 2012 and 2011, respectively |
10 | 10 | ||||||
| Additional paid-in capital |
547,377 | 542,582 | ||||||
| Accumulated other comprehensive (loss)/income |
(558 | ) | 6,166 | |||||
| Retained earnings |
650,050 | 510,348 | ||||||
|
|
|
|
|
|||||
| Total Navios Holdings’ stockholders’ equity |
1,196,879 | 1,059,106 | ||||||
|
|
|
|
|
|||||
| Noncontrolling interest |
116,663 | 116,586 | ||||||
|
|
|
|
|
|||||
| Total stockholders’equity |
1,313,542 | 1,175,692 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’equity |
$ | 2,929,335 | $ | 2,913,824 | ||||
|
|
|
|
|
|||||
8
NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of U.S. dollars — except share and per share data)
| Three Month Period Ended December 31, 2012 |
Three Month Period Ended December 31, 2011 |
Year Ended December 31, 2012 |
Year Ended December 31, 2011 |
|||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Revenue |
$ | 128,457 | $ | 168,420 | $ | 616,494 | $ | 689,355 | ||||||||
| Time charter, voyage and logistics business expenses |
(65,774 | ) | (76,188 | ) | (269,279 | ) | (273,312 | ) | ||||||||
| Direct vessel expenses |
(26,167 | ) | (26,788 | ) | (117,790 | ) | (117,269 | ) | ||||||||
| General and administrative expenses |
(15,239 | ) | (13,731 | ) | (51,331 | ) | (52,852 | ) | ||||||||
| Depreciation and amortization |
(29,932 | ) | (25,055 | ) | (108,206 | ) | (107,395 | ) | ||||||||
| Interest income/(expense) and finance cost, net |
(25,981 | ) | (24,219 | ) | (103,479 | ) | (103,061 | ) | ||||||||
| Gain/(loss) on derivatives |
79 | (80 | ) | (196 | ) | (165 | ) | |||||||||
| Gain on sale of assets |
— | — | 323 | 38,822 | ||||||||||||
| Loss on change in control |
— | — | — | (35,325 | ) | |||||||||||
| Loss on bond extinguishment |
— | — | — | (21,199 | ) | |||||||||||
| Other income/(expense), net |
167,144 | (3,412 | ) | 161,110 | (11,569 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income/(loss) before equity in net earnings of affiliated companies |
132,587 | (1,053 | ) | 127,646 | 6,030 | |||||||||||
| Equity in net earnings of affiliated companies |
13,772 | 12,544 | 38,731 | 35,246 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before taxes |
$ | 146,359 | $ | 11,491 | $ | 166,377 | $ | 41,276 | ||||||||
| Income tax (expense)/benefit |
(31 | ) | (80 | ) | (312 | ) | 56 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
146,328 | 11,411 | 166,065 | 41,332 | ||||||||||||
| Less: Net loss/(income) attributable to the noncontrolling interest |
286 | 405 | (77 | ) | (506 | ) | ||||||||||
| Preferred stock dividends of subsidiary |
— | — | — | (27 | ) | |||||||||||
| Preferred stock dividends attributable to the noncontrolling interest |
— | — | — | 12 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income attributable to Navios Holdings common stockholders |
$ | 146,614 | $ | 11,816 | $ | 165,988 | $ | 40,811 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income attributable to Navios Holdings common stockholders, basic |
$ | 146,187 | $ | 11,388 | $ | 164,283 | $ | 39,115 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income attributable to Navios Holdings common stockholders, diluted |
$ | 146,614 | $ | 11,816 | $ | 165,988 | $ | 40,811 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic earnings per share attributable to Navios Holdings common stockholders |
$ | 1.44 | $ | 0.11 | $ | 1.62 | $ | 0.39 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average number of shares, basic |
101,326,887 | 100,939,063 | 101,232,720 | 100,926,448 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted earnings per share attributable to Navios Holdings common stockholders |
$ | 1.32 | $ | 0.11 | $ | 1.49 | $ | 0.37 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average number of shares, diluted |
111,107,512 | 110,395,599 | 111,033,758 | 110,323,652 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other Comprehensive income/(loss) |
||||||||||||||||
| Unrealized holding gains/(losses) on investments in available for sale securities |
41 | 8,075 | (566 | ) | (26,458 | ) | ||||||||||
| Reclassification to investments in affiliates |
— | — | (6,158 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other comprehensive income/(loss) |
41 | 8,075 | (6,724 | ) | (26,458 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total comprehensive income |
146,369 | 19,486 | 159,341 | 14,859 | ||||||||||||
| Comprehensive loss/(income) attributable to noncontrolling interest |
286 | 405 | (77 | ) | (506 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total comprehensive income attributable to Navios Holdings common stockholders |
146,655 | 19,891 | 159,264 | 14,353 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
9
NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
| Year Ended December 31, 2012 |
Year Ended December 31, 2011 |
|||||||
| (unaudited) | (unaudited) | |||||||
| OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | 166,065 | $ | 41,332 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Non-cash adjustments |
150,945 | 131,470 | ||||||
| Increase in operating assets |
(48,057 | ) | (77,023 | ) | ||||
| (Decrease)/increase in operating liabilities |
(20,646 | ) | 23,633 | |||||
| Payments for drydock and special survey costs |
(14,461 | ) | (12,769 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
$ | 233,846 | $ | 106,643 | ||||
|
|
|
|
|
|||||
| INVESTING ACTIVITIES: |
||||||||
| Cash acquired through asset acquisition |
33 | — | ||||||
| Deconsolidation of Navios Acquisition |
— | (72,425 | ) | |||||
| Acquisition of subsidiary, net of cash acquired |
— | — | ||||||
| Proceeds from sale of assets |
67,500 | 120,000 | ||||||
| Decrease in restricted cash |
— | 778 | ||||||
| Receipts from investment in finance lease |
— | — | ||||||
| Loan repayment from affiliate company |
10,000 | 6,000 | ||||||
| Loan proceeds to affiliate company |
(11,120 | ) | (33,609 | ) | ||||
| Deposits for vessel acquisitions |
— | (66,769 | ) | |||||
| Acquisition of General Partner units |
(1,472 | ) | (2,052 | ) | ||||
| Acquisition of vessels |
(38,357 | ) | (56,059 | ) | ||||
| Purchase of property, equipment and other fixed assets |
(19,333 | ) | (71,128 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by/(used in) investing activities |
$ | 7,251 | $ | (175,264 | ) | |||
|
|
|
|
|
|||||
| FINANCING ACTIVITIES: |
||||||||
| Proceeds from long-term loans |
52,230 | 86,379 | ||||||
| Proceeds from issuance of ship mortgage and senior notes, net of debt issuance costs |
84,965 | 534,188 | ||||||
| Repayment of long-term debt and payment of principal |
(236,178 | ) | (248,487 | ) | ||||
| Repayment of senior notes |
— | (300,000 | ) | |||||
| Payments of obligations under capital leases |
(1,519 | ) | (1,040 | ) | ||||
| Debt issuance costs |
(1,858 | ) | (2,767 | ) | ||||
| Increase in restricted cash |
(19,623 | ) | (284 | ) | ||||
| Acquisition of noncontrolling interest |
— | (8,638 | ) | |||||
| Issuance of common stock |
93 | 415 | ||||||
| Dividends paid |
(32,435 | ) | (27,238 | ) | ||||
| Acquisition of treasury stock |
— | (221 | ) | |||||
|
|
|
|
|
|||||
| Net cash (used in)/provided by financing activities |
(154,325 | ) | 32,307 | |||||
|
|
|
|
|
|||||
| Increase/(decrease) in cash and cash equivalents |
86,772 | (36,314 | ) | |||||
|
|
|
|
|
|||||
| Cash and cash equivalents, beginning of year |
171,096 | 207,410 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents, end of year |
$ | 257,868 | $ | 171,096 | ||||
|
|
|
|
|
|||||
10
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 and Navios Acquisition to satisfy their 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 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, Navios Acquisition and Navios Logistics, which in the case of Navios Holdings is on a consolidated basis:
Navios Holdings Reconciliation of EBITDA to Cash from Operations
| Three Months Ended | December 31, 2012 |
December 31, 2011 |
||||||
| (in thousands of U.S. dollars) | (unaudited) | (unaudited) | ||||||
| Net cash provided by operating activities |
$ | 172,135 | $ | 48,598 | ||||
| Net decrease in operating assets |
(17,641 | ) | (40,603 | ) | ||||
| Net decrease in operating liabilities |
34,451 | 27,245 | ||||||
| Net interest cost |
25,981 | 24,219 | ||||||
| Deferred finance charges |
(1,554 | ) | (1,254 | ) | ||||
| Provision for losses on accounts receivable |
(16,694 | ) | (120 | ) | ||||
| Unrealized gain on FFA derivatives |
49 | 43 | ||||||
| Equity in affiliates, net of dividends received |
2,619 | 1,498 | ||||||
| Payments for drydock and special survey |
5,930 | 3,883 | ||||||
| Noncontrolling interest |
286 | 405 | ||||||
|
|
|
|
|
|||||
| EBITDA |
$ | 205,562 | $ | 63,914 | ||||
|
|
|
|
|
|||||
Navios Logistics EBITDA Reconciliation to Net Loss
| December 31, | December 31, | |||||||
| Three Months Ended | 2012 | 2011 | ||||||
| (in thousands of U.S. dollars) | (unaudited) | (unaudited) | ||||||
| Net loss attributable to Navios Logistics shareholders |
$ | (748 | ) | $ | (1,179 | ) | ||
| Depreciation and amortization |
6,866 | 6,007 | ||||||
| Amortization of deferred drydock and special survey costs |
312 | 275 | ||||||
| Interest income |
(104 | ) | (136 | ) | ||||
| Interest expense and finance cost, net |
4,598 | 5,096 | ||||||
| Income tax expense |
(39 | ) | 8 | |||||
|
|
|
|
|
|||||
| EBITDA |
$ | 10,885 | $ | 10,071 | ||||
|
|
|
|
|
|||||
11
Navios Holdings Reconciliation of EBITDA to Cash from Operations
| Twelve Months Ended | December 31, 2012 |
December 31, 2011 |
||||||
| (in thousands of U.S. dollars) | (unaudited) | (unaudited) | ||||||
| Net cash provided by operating activities |
$ | 233,846 | $ | 106,643 | ||||
| Net increase in operating assets |
48,057 | 77,023 | ||||||
| Net decrease/(increase) in operating liabilities |
20,646 | (23,633 | ) | |||||
| Net interest cost |
103,479 | 103,061 | ||||||
| Deferred finance charges |
(6,309 | ) | (5,580 | ) | ||||
| Provision for losses on accounts receivable |
(17,136 | ) | (239 | ) | ||||
| Unrealized loss on FFA derivatives |
(124 | ) | (5,284 | ) | ||||
| Equity in affiliates, net of dividends received |
(7,180 | ) | (6,909 | ) | ||||
| Payments for drydock and special survey |
14,461 | 12,769 | ||||||
| Noncontrolling interest |
(77 | ) | (521 | ) | ||||
| Gain on sale of assets |
323 | 38,822 | ||||||
| Loss on change in control |
— | (35,325 | ) | |||||
|
|
|
|
|
|||||
| EBITDA |
$ | 389,986 | $ | 260,827 | ||||
|
|
|
|
|
|||||
Navios Acquisition Reconciliation of EBITDA to Cash from Operations
| Twelve Months Ended | December 31, 2012 |
December 31, 2011 |
||||||
| (in thousands of U.S. dollars) | (unaudited) | (unaudited) | ||||||
| Net cash provided by operating activities |
$ | — | $ | 18,749 | ||||
| Net decrease in operating assets |
— | (4,117 | ) | |||||
| Net increase in operating liabilities |
— | (6,613 | ) | |||||
| Net interest cost |
— | 8,349 | ||||||
| Deferred finance charges |
— | (318 | ) | |||||
| Equity in affiliates, net of dividends received |
— | (1,300 | ) | |||||
| Noncontrolling interest |
— | 188 | ||||||
|
|
|
|
|
|||||
| EBITDA |
$ | — | $ | 14,938 | ||||
|
|
|
|
|
|||||
Navios Logistics EBITDA Reconciliation to Net Income/(Loss)
| Twelve Months Ended | December 31, 2012 |
December 31, 2011 |
||||||
| (in thousands of U.S. dollars) | (unaudited) | (unaudited) | ||||||
| Net income/(loss) attributable to Navios Logistics shareholders |
$ | 156 | $ | (196 | ) | |||
| Depreciation and amortization |
26,940 | 22,616 | ||||||
| Amortization of deferred drydock and special survey costs |
1,332 | 718 | ||||||
| Interest income |
(388 | ) | (843 | ) | ||||
| Interest expense and finance cost, net |
20,057 | 17,074 | ||||||
| Income taxes |
35 | (348 | ) | |||||
|
|
|
|
|
|||||
| EBITDA |
$ | 48,132 | $ | 39,021 | ||||
|
|
|
|
|
|||||
12
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 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 |
Ultra Handymax | 2006 | 53,468 | |||
| Navios Magellan |
Panamax | 2000 | 74,333 | |||
| Navios Star |
Panamax | 2002 | 76,662 | |||
| Navios Asteriks |
Panamax | 2005 | 76,801 | |||
| Navios Centaurus |
Panamax | 2012 | 81,472 | |||
| Navios Avior |
Panamax | 2012 | 81,355 | |||
| 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 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
| 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 Libra II |
Panamax | 1995 | 70,136 | No | ||||
| Navios Altair |
Panamax | 2006 | 83,001 | No | ||||
| Navios Esperanza |
Panamax | 2007 | 75,356 | No | ||||
| Golden Heiwa |
Panamax | 2007 | 76,662 | No | ||||
| Navios Marco Polo |
Panamax | 2011 | 80,647 | Yes | ||||
| 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 |
13
Long-term Chartered-in Fleet to be Delivered
| Vessels |
Vessel Type | Delivery Date |
Purchase Option |
Deadweight (in metric tons) | ||||
| Navios Felix |
Capesize | 07/2013 | Yes | 180,000 | ||||
| Navios Mercury |
Ultra Handymax | 08/2013 | Yes | 61,000 | ||||
| Navios Venus |
Ultra Handymax | 12/2013 | Yes | 61,000 | ||||
| Navios Southern Star |
Panamax | 03/2013 | Yes | 82,100 |
| (1) | Generally, Navios Holdings may exercise its purchase option after three to five years of service. |
| (2) | The initial 50% purchase option on the vessel is held by Navios Holdings. |
14