e6vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated:
August 19, 2009
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F:
Form 20-F
þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Yes o No þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes o No þ
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
Operational
and Financial Results; Quarterly Dividend; Agreement to Acquire Two Capesize Vessels
On
August 19, 2009, Navios issued a press release announcing the operational and financial
results for the second quarter and six months ended
June 30, 2009. The press release also announced
the declaration of Navios quarterly dividend.
A copy of the press release is furnished as Exhibit
99.1 to this Report and is incorporated herein by reference.
In addition, on August 19, 2009, Navios issued a press release announcing it reached an agreement
to acquire two Capesize vessels, to be delivered in second half of 2010. A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.
This information contained in this Report is hereby incorporated by reference into the Navios
Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-141872 and on Form
S-8, File No. 333-147186.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NAVIOS MARITIME HOLDINGS INC.
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By: |
/s/ Angeliki Frangou
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Angeliki Frangou |
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Chief Executive Officer Date:
August 20, 2009
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EXHIBIT INDEX
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Exhibit No. |
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Exhibit |
99.1
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Press Release dated
August 19, 2009. |
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99.2
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Press Release dated
August 19, 2009. |
exv99w1
Exhibit 99.1
Navios Maritime Holdings Inc. Reports Financial Results for the
Second Quarter and Six Months Ended June 30, 2009
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15.6% increase in quarterly EBITDA to $53.4 million compared to second
quarter of 2008 |
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Reports EPS of $0.21 for the second quarter of 2009 |
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Declares quarterly dividend of $0.06 per share for the second quarter of 2009 |
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Updates charter-out coverage to 99.0% for 2009, 81.4% for 2010,
63.2% for 2011 and 57.7% for 2012 |
PIRAEUS, GREECE August 19, 2009 Navios Maritime Holdings Inc. (Navios Holdings) (NYSE: NM), a
global, vertically integrated seaborne shipping and logistics company, today reported financial
results for the second quarter and six months ended June 30, 2009.
We are pleased with our performance for the first six months. We have solidified our balance
sheet, originated approximately $700.0 million of long term debt financing and agreed to issue
$213.1 million of mandatorily convertible preferred stock. We have also improved our cash flow by
acquiring six new vessels which will generate about $60.0 million of annual EBITDA. We
accomplished all of this while protecting shareholders interests, stated Angeliki Frangou,
Chairman and CEO of Navios Holdings. Ms. Frangou continued, We believe that our good reputation,
strong balance sheet and significant cash flow afford Navios the opportunity to be patient while we
await market developments.
SECOND QUARTER 2009 HIGHLIGHTS RECENT DEVELOPMENTS
Acquisition of Six New Capesize Vessels
Navios Holdings agreed to purchase four Capesize vessels in June 2009 and two Capesize vessels in
August 2009. All vessels are currently under construction at the same South Korean shipyard. The
vessels will be employed under existing long term charter-out agreements with an average length of
9.8 years. The vessels are expected to generate approximately $60.0 million in annual EBITDA
(assuming operating expense of $5,000 per day and 360 revenue days per year).
The nominal purchase price for the six new vessels is approximately $466.0 million, of which $213.1
million was funded by mandatorily convertible preferred stock (described below). The use of
preferred stock that mandatorily converts into common at a price of not less than $10.00 per share
effectively reduces the average vessel acquisition price to $61.1 million from a nominal
acquisition price of $77.7 million.
The details of the six new Capesize vessels and their related charters are set forth in the below
table:
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Annual |
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Charter-out |
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Charter |
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Delivery |
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EBITDA |
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rate per day |
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Term |
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Name |
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Type |
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DWT |
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Date |
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(millions) |
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(net) |
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(years) |
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Profit Share |
NB1
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Capesize
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180,000 |
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8/2010
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$ |
8.7 |
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$ |
29,356 |
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12 |
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50/50 in excess of
$37,500 |
NB2
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Capesize
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180,000 |
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9/2010
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$ |
8.7 |
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$ |
29,356 |
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10 |
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50/50 in excess of
$38,500 |
NB3
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Capesize
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180,000 |
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2/2011
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$ |
8.7 |
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$ |
29,356 |
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12 |
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50/50 in excess of
$37,500 |
NB4
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Capesize
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180,000 |
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8/2010
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$ |
16.4 |
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$ |
50,588 |
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5 |
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n/a |
NB5
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Capesize
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180,000 |
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10/2010
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$ |
8.7 |
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$ |
29,356 |
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10 |
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50/50 in excess of
$38,500 |
NB6
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Capesize
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180,000 |
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12/2010
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$ |
8.7 |
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$ |
29,356 |
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10 |
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50/50 in excess of
$38,500 |
Delivery of Three Newbuild Capesize Vessels
During June and July 2009, Navios Holdings took scheduled delivery of three newbuild Capesize
vessels, constructed by South Korean shipyards. The three vessels will be employed under existing
long-term charter-out contracts that are expected to generate a total annual EBITDA of
approximately $46.6 million (assuming operating expense of $5,000 per day and 360 revenue days per
year). These contracts have been insured by an AA+ EU governmental agency.
Navios Holdings issued a $20.0 million unsecured bond due 2012 (Debt Security) in partial payment
of the acquisition price of a Capesize vessel. The Debt Security is not convertible into any other
security of Navios Holdings. Interest will accrue on the principal amount of the Debt Security at
the rate of 6% per annum. All accrued interest (which will not be compounded) will be first due
and payable in July 2012, on the maturity date. The Debt Security may be prepaid by Navios
Holdings at any time without penalty.
Issuance of Mandatorily Convertible Preferred Stock
In June 2009 and August 2009, Navios Holdings agreed to issue $213.1 million in mandatorily
convertible preferred stock. $52.8 million will be used to partially finance three existing
Capesize vessels, scheduled for delivery in the fourth quarter of 2009, in accordance with the
amended agreements.
In general, the holders of the mandatorily convertible preferred stock will receive an annual
dividend equal to 2%, payable quarterly, until such time as the preferred stock converts into
common stock.
The preferred shares will mandatorily convert into common stock upon the following events: (1)
following the third anniversary of issuance, if the common stock closing price is at least $20.00
per share for 10 consecutive business days, then the outstanding shares of preferred stock
automatically convert at a conversion price of $14.00 per share of common stock; and (2) 30% of the
then-outstanding mandatorily convertible preferred stock will mandatorily convert into common stock
five years from the date of issuance and any remaining then-outstanding preferred stock will
convert 10 years from the date of issuance at a $10.00 price per share of common stock.
The holder shall have the right to convert the shares of preferred stock into common stock prior to
the scheduled maturity date at a price of $14.00 per share of common stock.
The number of shares of common stock that may be issued ranges from 15.2 million, if all shares of
preferred stock are converted at $14.00 per share, to 21.3 million, if all shares of preferred
stock are converted at $10.00 per common share.
Sale of All Rights to the Panamax Vessel Navios Sagittarius
On June 10, 2009, Navios Holdings sold to Navios Maritime Partners L.P. (Navios Partners) all of
the rights to the Navios Sagittarius, a 2006 Japanese-built Panamax vessel with a capacity of
75,756 dwt, including a long term charter-out agreement through November 2018. The sale price
amounted to $34.6 million and was received entirely in cash.
12-month Option for the Capesize Navios Bonavis (ex TBN I) Replacing Purchase Obligation
Navios Holdings released Navios Partners from its obligation to purchase the Capesize vessel Navios
Bonavis for $130.0 million and instead has granted a 12-month option to purchase the vessel for
$125.0 million. In return, Navios Partners issued to Navios Holdings 1,000,000 subordinated series
A units. For purposes of US GAAP, this issuance was recognized as a $6.1 million Non-Cash Income
for the second quarter ended June 30, 2009.
In connection with this transaction, Navios Holdings was also released, for a two-year period, from
the Omnibus Agreement restriction prohibiting Navios Holdings from acquiring qualifying vessels
from third parties. Navios Holdings was not released from the requirement that it offer to sell to
Navios Partners qualifying vessels in Navios Holdings existing fleet. Navios Partners also issued
20,408 additional general partnership units to the General Partner in exchange for $0.2 million.
Following the above transactions, Navios Holdings owns a 46.7% equity interest in Navios Partners
which includes 2% general partner interest.
Financial Highlights
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EBITDA increased by 15.6% to $53.4 million in the second quarter of
2009 from $46.2 million in the same period in 2008 |
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EBITDA increased by 13.8% to $95.8 million in the six months ended
June 30, 2009 from $84.2 million fin the same period in 2008 |
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Maintained net debt to book capitalization at 45.0% at June 30, 2009
compared with 43.5% at December 31, 2008 |
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Shareholders Equity increased by 6.5% to $858.0 million at June 30,
2009 compared with $805.8 million at December 31, 2008 |
Dividend Policy:
The Board of Directors declared a quarterly cash dividend for the second quarter of 2009 of $0.06
per share of common stock. This dividend is payable on October 2, 2009 to stockholders of record as
of September 18, 2009. The declaration and payment of any further dividend remains subject to the
discretion of the Board and will depend on, among other things, Navios Holdings cash requirements
as measured by market opportunities and restrictions under its credit agreements.
Time Charter Coverage:
Navios Holdings has extended its long-term fleet employment by entering into agreements to
charter-out vessels for periods ranging from one to 12 years. As of August 19, 2009, Navios
Holdings had contracted 99.0%, 81.4%, 63.2% and 57.7% of its available days on a charter-out basis
for 2009, 2010, 2011 and 2012, respectively, equivalent to $251.6 million, $307.1 million, $317.4
million and $305.7 million in revenue, respectively. The average contractual daily charter-out rate
for the core fleet is $25,708, $30,471, $34,627 and $35,422 for 2009, 2010, 2011 and 2012,
respectively. The average daily charter-in rate for the active long-term charter-in vessels for
2009 is $10,003.
The above figures do not include vessels servicing the Contracts of Affreightment (COA) and
Logistics businesses.
Fleet Profile:
Navios Holdings controls a fleet of 59 vessels totaling 6.3 million dwt, of which 32 are owned and
27 are chartered-in under long-term charters. Navios Holdings currently operates 38 vessels (eight
Capesize, 13 Panamax, 16 Ultra Handymax and one Handysize product tanker vessel) totaling 3.3
million dwt and has 21 newbuildings to be delivered. These vessels are expected to be delivered at
various dates through 2013. The average age of the operating fleet is 4.8 years.
Exhibit 2 displays the Core Fleet profile of Navios Holdings.
Financial Results
For the following results and the selected financial data presented herein, Navios Holdings has
compiled consolidated statement of income for the three month periods ended June 30, 2009 and 2008.
The information was derived from the unaudited condensed consolidated financial statements for the
respective periods. EBITDA is a non-US GAAP financial measure and should not be used in isolation
or substitution for Navios Holdings results.
Second Quarter 2009 Results (in thousands of U.S. dollars, unless otherwise stated, except per
share data):
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Three Months |
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Three Months |
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ended |
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ended |
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June 30, 2009 |
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June 30, 2008 |
Revenue |
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$ |
142,208 |
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$ |
328,040 |
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EBITDA (*) |
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$ |
53,393 |
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$ |
46,175 |
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Net income (*) |
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$ |
22,137 |
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$ |
79,166 |
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EPS (*) |
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$ |
0.21 |
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$ |
0.72 |
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(*) |
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EBITDA, Net Income and EPS for the three months ended June 30, 2009,
were positively affected by $16.8 million gain on sale of assets, $6.1
million non cash compensation from Navios Partners and were negatively
affected by $13.8 million unrealized mark-to-market losses on common
units of Navios Partners accounted for as available for sale
securities. Net Income and EPS for the three month period ended June
30, 2008 were positively affected by the effect of a $57.3 million
write-off of deferred Belgian taxes and $0.2 million gain on sale of
assets. |
Revenue from vessel operations for the three months ended June 30, 2009 was $107.1 million as
compared to $302.5 million for the same period during 2008. The decrease in revenue was mainly
attributable to a) the decrease in Time Charter Equivalent (TCE) per day by 43.6% to $26,684 per
day in the first quarter of 2009 from $47,313 per day in the same period of 2008 and b) the
decrease in the available days for the fleet by 37.8% to 3,721 in the first quarter of 2009 from
5,987 days in the same period of 2008. The decrease in days is mainly attributable to the
significantly reduced short term fleet activity by 2,461 days, from 3,035 days in the second
quarter of 2008 to 574 days in the second quarter of 2009.
Revenue from the logistics business was $35.1 million for the three months ended June 30, 2009 as
compared to $25.5 million during the same period of 2008. This increase was mainly due to the
increased fleet of Navios Logistics (which became operating in the fourth quarter of 2008) compared
to the same period of 2008.
EBITDA for the second quarter of 2009 and 2008 was $53.4 million and $46.2 million, respectively.
The $7.2 million increase in EBITDA was primarily due to a decrease in time charter, voyage and
logistic business expenses by $197.6 million from $280.5 million in the second quarter of 2008 to
$82.9 million in the same period in 2009 and an increase in gains from sale of assets by $16.6
million. This overall favorable variance of $214.2 was mitigated mainly by a decrease in revenue by
$185.8 million from $328.0 million in the second quarter of 2008 to $142.2 million for the same
period in 2009, an increase in direct vessel expenses (excluding the amortization of deferred dry
dock and special survey costs) by $0.9 million from $6.4 million in the second quarter of 2008 to
$7.3 million for the same period in 2009, an increase in general and administrative expenses by
$1.7 million from $8.4 million in the second quarter of 2008 to $10.1 million for the same period
in 2009 (excluding $0.5 million and $0.7 million share-based compensation for the second quarter of
2009 and 2008, respectively), a decrease in gain from derivatives by $7.1 million from $7.7 million
for the second quarter of 2008 to $0.6 million for the same period in 2009, an increase in net
other expenses by $10.3 million, a decrease in equity in net earnings from affiliated companies by
$0.9 million, from $6.3 million for the second quarter of 2008 to $5.4 million for the same period
of 2009 and an increase in income attributable to non-controlling interests by $0.3 million from
$1.3 million in the second quarter of 2008 to $1.6 million in the same period of 2009.
EBITDA from the logistics business was $8.6 million for the three months ended June 30, 2009 as
compared to $8.2 million during the same period in 2008.
Net income for second quarter ended June 30, 2009 was $22.1 million as compared to $79.2 million
for the comparable period of 2008. The decrease of net income by $57.1 million was mainly due to
the increase of depreciation and amortization by $2.7 million, the increase in net interest expense
by $5.4 million and the decrease in income tax by $56.4 million due to the write-off of deferred
income taxes of $57.3 million in the second quarter of 2008. These were mitigated by the increase
of $7.2 million in EBITDA discussed above, as well as the $0.2 million decrease in share-based
compensation.
First Half of 2009 Results (in thousands of U.S. dollars, unless otherwise stated, except per share
data):
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Six Months |
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Six Months |
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ended |
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ended |
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June 30, 2009 |
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June 30, 2008 |
Revenue |
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$ |
289,376 |
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$ |
654,546 |
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EBITDA (*) |
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$ |
95,771 |
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$ |
84,173 |
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Net income (*) |
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$ |
34,130 |
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$ |
93,411 |
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EPS (*) |
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$ |
0.33 |
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$ |
0.84 |
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(*) |
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EBITDA, Net Income and EPS for the six months ended June 30, 2009,
were positively affected by $16.8 million gain on sale of assets, $6.1
million non cash compensation from Navios Partners and were negatively
affected by $13.8 million unrealized mark-to-market losses on common
units of Navios Partners, accounted for as available for sale
securities. Net Income and EPS for the six month period ended June 30,
2008 were positively affected by the effect of a $57.3 million
write-off of deferred Belgian taxes and $2.7 million gain on sale of
assets. |
Revenue from vessels operations for the six months ended June 30, 2009 was $224.9 million as
compared to $607.5 million for the same period during 2008. The decrease in revenue was mainly
attributable to a) the decrease in TCE per day by 41.2% to $27,544 per day in the first half of
2009 from $46,824 per day in the same period of 2008 and b) the decrease in the available days for
the fleet by 36.7% to 7,601 in the first half of 2009 from 12,000 days in the same period of 2008.
The decrease in days is mainly attributable to the significantly reduced short term fleet activity
by 4,628 days, from 6,099 days in the first half of 2008 to 1,471 days in the first half of 2009.
Revenue from the logistics business was $64.4 million in the first half of 2009 as compared to
$47.0 million during the same period of 2008. This increase was mainly due to the increased fleet
of Navios Logistics (which commenced operations in the fourth quarter of 2008) compared to the same
period of 2008.
EBITDA for the first half of 2009 and 2008 was $95.8 million and $84.2 million, respectively. The
$11.6 million increase in EBITDA was primarily due to a decrease in time charter, voyage and
logistic business expenses by $387.8 million from $562.5 million in the first half of 2008 to
$174.7 million in the same period in 2009, an increase in equity in net earnings from affiliated
companies by $2.2 million, from $8.3 million for the first half of 2008 to $10.5 million for the
same period of 2009 and an increase in gains from sale of assets by $14.1 million. This overall
favorable variance of $404.1 was mitigated mainly by a decrease in revenue by $365.1 million from
$654.5 million in the first half of 2008 to $289.4 million for the same period in 2009, an increase
in direct vessel expenses (excluding the amortization of deferred dry dock and special survey
costs) by $2.5 million from $11.5 million in the first half of 2008 to $14.0 million for the same
period in 2009, an increase in general and administrative expenses by $3.6 million from $16.3
million in the first half of 2008 to $19.9 million for the same period in 2009 (excluding $1.1
million and $1.5 million share-based compensation for the first half of 2009 and 2008,
respectively), a decrease in gain from derivatives by $9.7 million from $10.3 million for the first
half of 2008 to $0.6 million for the same period in 2009, an increase in net other expenses by
$11.4 million, and an increase in income attributable to non-controlling interests by $0.2 million
from $1.8 million in the first half of 2008 to $2.0 million in the same period of 2009.
EBITDA from the logistics business was $14.4 million for the six months ended June 30, 2009 as
compared to $14.1 million during the same period in 2008.
Net income for six months ended June 30, 2009 was $34.1 million as compared to $93.4 million for
the comparable period of 2008. The decrease of net income by $59.3 million was mainly due to the
increase in depreciation and amortization by $4.5 million, the increase in net interest expense by
$10.3 million, the increase in drydock amortization by $0.2 million and the decrease in income
taxes by $56.3 million due to the write-of of deferred income taxes of $57.3 million in the first
half of 2008. These were mitigated by the increase of $11.6 million in EBITDA discussed above, as
well as the $0.4 million decrease in share-based compensation.
Purchase Options:
Navios Holdings has options to acquire four of the 18 chartered-in vessels currently in operation
within the next two years (two Ultra-Handymaxes, one Panamax and one Capesize) and eight of the ten
long-term chartered-in vessels on order (on two of the 12 purchase options Navios Holdings holds a
50% initial purchase option).
Fleet Summary Data:
The following table reflects certain key indicators indicative of the performance of the Navios
Holdings and its fleet performance for the three and six month periods ended June 30, 2009 and
2008.
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Three Months Ended |
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Six Months Ended |
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June 30, 2009 |
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June 30, 2008 |
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June 30, 2009 |
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June 30, 2008 |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
Available Days (1) |
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3,721 |
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5,987 |
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7,601 |
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12,000 |
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Operating Days (2) |
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3,717 |
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5,970 |
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7,583 |
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11,979 |
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Fleet Utilization (3) |
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99.9 |
% |
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99.7 |
% |
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99.8 |
% |
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99.8 |
% |
Equivalent Vessels |
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40.9 |
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65.8 |
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42.0 |
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65.9 |
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Time Charter Equivalent (4) |
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$ |
26,684 |
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$ |
47,313 |
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$ |
27,544 |
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$ |
46,824 |
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(1) |
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Available days for fleet are total calendar days the vessels were in
Navios Holdings possession for the relevant period after subtracting
off-hire days associated with major repairs, drydocks or special
surveys. The shipping industry uses available days to measure the
number of days in a relevant period during which vessels should be
capable of generating revenues. |
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(2) |
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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. |
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(3) |
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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 companys
efficiency in finding suitable employment for its vessels. |
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(4) |
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Time Charter Equivalent, is defined as voyage and time charter
revenues less voyage expenses during a relevant period divided by the
number of available days during the period. |
Conference Call:
As already announced, on Thursday, August 20, 2009 at 8:30 am EDT, Navios Holdings members of
senior management will host a conference call to provide highlights and commentary on the second
quarter and six months ended June 30, 2009.
A supplemental slide presentation will be available on the Navios Holdings website at
http://www.navios.com under the Investors section at 7:30 am EDT on the day of the call. The
conference call details are as follows:
Call Date/Time: Thursday, August 20, 2009; 8:30 am EST
Call Title: Navios Maritime Holdings Inc. Q2 2009 Financial Results Conference Call
US Dial In: +1.888.694.4702
International Dial In: +1.973.582.2741
Conference ID: 24691566
The conference call replay will be available shortly after the live call and remain available for
one business week at the following numbers:
US Replay Dial In: +1.800.642.1687
International Replay Dial In: +1.706.645.9291
Conference ID: 24691566
This call will be simultaneously Webcast at the following Web address:
http://www.videonewswire.com/event.asp?id=61411. The Webcast will be archived and available
at this same Web address for one month following the call.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. is a global, vertically integrated seaborne shipping and logistics
company focused on the transport and transshipment of drybulk commodities including iron ore, coal
and grain.
Navios Holdings may, from time to time, be required to offer certain owned Capesize and Panamax
vessels to Navios Maritime Partners L.P. for purchase at fair market value according to the terms
of the Omnibus Agreement.
For more information about Navios Holdings please visit its website: www.navios.com.
About Navios South American Logistics Inc.
Navios Logistics was formed in 2007 through the acquisition of control of the Horamar Group,
established in 1975. Navios Logistics specializes in transporting and storing liquid and dry bulk
cargoes in the Hidrovia region connecting
Argentina, Bolivia, Brazil, Paraguay and Uruguay. Navios Logistics currently controls a fleet of
240 barges and vessels. It also owns and operates an upriver oil storage and transfer facility in
Paraguay and the largest bulk transfer and storage port terminal in Uruguay.
About Navios Maritime Partners L.P.
Navios Maritime Partners L.P. (NYSE: NMM), a publicly traded master limited partnership formed by
Navios Holdings is an owner and operator of Capesize and Panamax vessels. For more information,
please visit its website: www.navios-mlp.com
Forward Looking Statements Safe Harbor
This press release contains forward-looking statements (as defined in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended)
concerning future events and Navios Holdings growth strategy and measures to implement such
strategy; including expected vessel acquisitions and entering into further time charters. Words
such as expects, intends, plans, believes, anticipates, hopes, estimates, and
variations of such words and similar expressions are intended to identify forward-looking
statements. Such statements include comments regarding expected revenues and time charters.
Although Navios Holdings believes that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations will prove to have been
correct. These statements involve known and unknown risks and are based upon a number of
assumptions and estimates which are inherently subject to significant uncertainties and
contingencies, many of which are beyond the control of Navios Holdings. Actual results may differ
materially from those expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially include, but are not limited to changes in the demand for
dry bulk vessels, competitive factors in the market in which Navios Holdings operates; risks
associated with operations outside the United States; and other factors listed from time to time in
Navios Holdings filings with the Securities and Exchange Commission. Navios Holdings expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Navios Holdings expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is
based.
Contacts:
Public & Investor Relations
Navios Maritime Holdings Inc.
Investor Relations
+1.212.279.8820
investors@navios.com
EXHIBIT I
NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of US Dollars, except share data)
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(unaudited) |
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
211,500 |
|
|
$ |
133,624 |
|
Restricted cash |
|
|
25,531 |
|
|
|
17,858 |
|
Accounts receivable, net of allowance for
doubtful accounts of $9,384 as at June 30, 2009
and $8,343 as at December 31, 2008 |
|
|
72,996 |
|
|
|
109,780 |
|
Short term derivative asset |
|
|
108,683 |
|
|
|
214,156 |
|
Short term backlog asset |
|
|
|
|
|
|
44 |
|
Due from affiliate companies |
|
|
6,509 |
|
|
|
1,677 |
|
Prepaid expenses and other current assets |
|
|
27,447 |
|
|
|
28,270 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
452,666 |
|
|
|
505,409 |
|
|
|
|
|
|
|
|
Deposit for vessel acquisitions |
|
|
477,058 |
|
|
|
404,096 |
|
Vessels, port terminal and other fixed assets, net |
|
|
938,934 |
|
|
|
737,094 |
|
Long term derivative assets |
|
|
22,223 |
|
|
|
36,697 |
|
Other long term assets |
|
|
55,768 |
|
|
|
46,855 |
|
Investments in affiliates |
|
|
9,166 |
|
|
|
5,605 |
|
Investments in available for sale securities |
|
|
31,158 |
|
|
|
22,358 |
|
Intangible assets other than goodwill |
|
|
320,285 |
|
|
|
347,878 |
|
Goodwill |
|
|
147,632 |
|
|
|
147,632 |
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
2,002,224 |
|
|
|
1,748,215 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,454,890 |
|
|
$ |
2,253,624 |
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
35,754 |
|
|
$ |
72,520 |
|
Dividends payable |
|
|
6,012 |
|
|
|
9,096 |
|
Accrued expenses |
|
|
34,216 |
|
|
|
34,468 |
|
Deferred income |
|
|
11,423 |
|
|
|
11,319 |
|
Short term derivative liability |
|
|
66,205 |
|
|
|
128,952 |
|
Current portion of long term debt |
|
|
82,190 |
|
|
|
15,177 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
235,800 |
|
|
|
271,532 |
|
|
|
|
|
|
|
|
Senior notes, net of discount |
|
|
298,448 |
|
|
|
298,344 |
|
Long term debt, net of current portion |
|
|
751,446 |
|
|
|
574,194 |
|
Unfavorable lease terms |
|
|
66,458 |
|
|
|
76,684 |
|
Long term liabilities and deferred income |
|
|
79,513 |
|
|
|
47,827 |
|
Deferred tax liability |
|
|
23,326 |
|
|
|
26,573 |
|
Long term derivative liability |
|
|
10,950 |
|
|
|
23,691 |
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
1,230,141 |
|
|
|
1,047,313 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,465,941 |
|
|
|
1,318,845 |
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Preferred stock $0.0001 par value, authorized
1,000,000 shares, 1,870 and none issued and
outstanding as of June 30, 2009 and December 31,
2008, respectively |
|
|
|
|
|
|
|
|
Common stock $0.0001 par value, authorized
250,000,000 shares, issued and outstanding
100,205,184 and 100,488,784 as of June 30, 2009
and December 31, 2008, respectively |
|
|
10 |
|
|
|
10 |
|
Additional paid-in capital |
|
|
502,248 |
|
|
|
494,719 |
|
Accumulated other comprehensive loss |
|
|
|
|
|
|
(22,578 |
) |
Retained earnings |
|
|
355,754 |
|
|
|
333,669 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
858,012 |
|
|
|
805,820 |
|
Noncontrolling interest |
|
|
130,937 |
|
|
|
128,959 |
|
Total equity |
|
|
988,949 |
|
|
|
934,779 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
2,454,890 |
|
|
$ |
2,253,624 |
|
|
|
|
|
|
|
|
NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of US Dollars except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Month |
|
|
Three Month |
|
|
Six Month |
|
|
Six Month |
|
|
|
Period ended |
|
|
Period ended |
|
|
Period ended |
|
|
Period ended |
|
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
Revenue |
|
$ |
142,208 |
|
|
$ |
328,040 |
|
|
$ |
289,376 |
|
|
$ |
654,546 |
|
Time charter, voyage and logistic business
expenses |
|
|
(82,883 |
) |
|
|
(280,548 |
) |
|
|
(174,682 |
) |
|
|
(562,476 |
) |
Direct vessel expenses |
|
|
(7,915 |
) |
|
|
(6,885 |
) |
|
|
(15,085 |
) |
|
|
(12,518 |
) |
General and administrative expenses |
|
|
(10,561 |
) |
|
|
(9,065 |
) |
|
|
(20,992 |
) |
|
|
(17,778 |
) |
Depreciation and amortization |
|
|
(16,377 |
) |
|
|
(13,837 |
) |
|
|
(31,917 |
) |
|
|
(27,442 |
) |
Interest income/(expense) and finance cost, net |
|
|
(14,737 |
) |
|
|
(9,307 |
) |
|
|
(29,102 |
) |
|
|
(18,799 |
) |
Gain on derivatives |
|
|
645 |
|
|
|
7,743 |
|
|
|
619 |
|
|
|
10,255 |
|
Gain on sale of assets/partial sale of subsidiary |
|
|
16,790 |
|
|
|
174 |
|
|
|
16,790 |
|
|
|
2,748 |
|
Other income/(expense), net |
|
|
(9,784 |
) |
|
|
536 |
|
|
|
(10,992 |
) |
|
|
462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before equity in net earnings of
affiliate companies |
|
|
17,386 |
|
|
|
16,851 |
|
|
|
24,015 |
|
|
|
28,998 |
|
Equity in net earnings of affiliated companies |
|
|
5,399 |
|
|
|
6,257 |
|
|
|
10,499 |
|
|
|
8,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
$ |
22,785 |
|
|
$ |
23,108 |
|
|
$ |
34,514 |
|
|
$ |
37,334 |
|
Income taxes |
|
|
962 |
|
|
|
57,360 |
|
|
|
1,594 |
|
|
|
57,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
23,747 |
|
|
|
80,468 |
|
|
|
36,108 |
|
|
|
95,202 |
|
Less: Net income attributable to the
noncontrolling interest |
|
|
(1,610 |
) |
|
|
(1,302 |
) |
|
|
(1,978 |
) |
|
|
(1,791 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Navios Holdings
common stockholders |
|
$ |
22,137 |
|
|
$ |
79,166 |
|
|
$ |
34,130 |
|
|
$ |
93,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share attributable to
Navios Holdings common stockholders |
|
$ |
0.22 |
|
|
$ |
0.75 |
|
|
$ |
0.34 |
|
|
$ |
0.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares, basic |
|
|
99,839,013 |
|
|
|
105,990,135 |
|
|
|
99,947,002 |
|
|
|
106,181,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share attributable to
Navios Holdings common stockholders |
|
$ |
0.21 |
|
|
$ |
0.72 |
|
|
$ |
0.33 |
|
|
$ |
0.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares, diluted |
|
|
105,281,778 |
|
|
|
110,452,110 |
|
|
|
103,562,826 |
|
|
|
110,574,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of US Dollars)
|
|
|
|
|
|
|
|
|
|
|
Six Month |
|
|
Six Month |
|
|
|
Period ended |
|
|
Period ended |
|
|
|
June 30, 2009 |
|
|
June 30, 2008 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income attributable to Navios Holdings common stockholders |
|
$ |
34,130 |
|
|
$ |
93,411 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Non-cash adjustments |
|
|
34,934 |
|
|
|
(28,064 |
) |
Decrease in operating assets |
|
|
26,644 |
|
|
|
36,760 |
|
Increase/(Decrease) in operating liabilities |
|
|
19,839 |
|
|
|
(36,270 |
) |
Payments for dry dock and special survey costs |
|
|
(1,831 |
) |
|
|
(2,288 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
113,716 |
|
|
|
63,549 |
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Acquisition of subsidiary, net of cash acquired |
|
|
|
|
|
|
(105,069 |
) |
Deposits in escrow in connection with acquisition of subsidiary |
|
|
|
|
|
|
(5,000 |
) |
Restricted cash for assets acquisition |
|
|
|
|
|
|
(34,506 |
) |
Acquisition of vessels |
|
|
(121,109 |
) |
|
|
(39,161 |
) |
Deposits for vessel acquisitions |
|
|
(105,657 |
) |
|
|
(81,444 |
) |
Receipts from finance lease |
|
|
268 |
|
|
|
4,569 |
|
Proceeds from sale of assets |
|
|
34,600 |
|
|
|
35,088 |
|
Purchase of property and equipment |
|
|
(28,002 |
) |
|
|
(36,885 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(219,900 |
) |
|
|
(262,408 |
) |
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from long term loan, net of deferred finance fees |
|
|
214,104 |
|
|
|
104,089 |
|
Repayment of long term debt and payment of principal |
|
|
(6,948 |
) |
|
|
(24,710 |
) |
Dividends paid |
|
|
(15,129 |
) |
|
|
(19,191 |
) |
Acquisition of treasury stock |
|
|
(717 |
) |
|
|
(9,130 |
) |
Increase in restricted cash |
|
|
(7,250 |
) |
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
4,494 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
184,060 |
|
|
|
55,552 |
|
|
|
|
|
|
|
|
Increase/(decrease) in cash and cash equivalents |
|
|
77,876 |
|
|
|
(143,307 |
) |
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
133,624 |
|
|
|
427,567 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
211,500 |
|
|
$ |
284,260 |
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
25,472 |
|
|
$ |
21,328 |
|
Cash paid for income taxes |
|
$ |
1,191 |
|
|
$ |
1,217 |
|
|
|
|
|
|
|
|
Non-cash investing and financing activities |
|
|
|
|
|
|
|
|
Issuance of shares, preferred stock and convertible debt in connection
with the acquisition of vessels |
|
$ |
39,070 |
|
|
$ |
|
|
Disclosure of Non-GAAP Financial Measures
EBITDA: EBITDA represents net income before interest, taxes, depreciation and amortization. Navios
Holdings uses EBITDA because Navios Holdings believes that EBITDA is a basis upon which liquidity
can be assessed and because Navios Holdings believes that EBITDA presents useful information to
investors regarding Navios Holdings ability to service and/or incur indebtedness.
EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a
substitute for analysis of Navios Holdings results as reported under US GAAP. Some of these
limitations are: (i) EBITDA does not reflect changes in, or cash requirements for, working capital
needs; and (ii) although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized may have to be replaced in the future, and EBITDA does not reflect any
cash requirements for such capital expenditures. Because of these limitations, EBITDA should not be
considered as a principal indicator of Navios Holdings performance.
EBITDA Reconciliation to Cash from Operations
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
June 30, |
|
|
June 30, |
|
(in thousands of US Dollars) |
|
2009 |
|
|
2008 |
|
Net cash provided by operating activities |
|
$ |
63,729 |
|
|
$ |
53,930 |
|
Net increase (decrease) in operating assets |
|
|
(3,008 |
) |
|
|
3,272 |
|
Net increase in operating liabilities |
|
|
(24,925 |
) |
|
|
(19,826 |
) |
Net interest cost |
|
|
14,737 |
|
|
|
9,306 |
|
Deferred finance charges |
|
|
(1,419 |
) |
|
|
(461 |
) |
Provision for losses on accounts receivable |
|
|
(1,041 |
) |
|
|
|
|
Unrealized loss on FFA derivatives, warrants and interest rate swaps |
|
|
(207 |
) |
|
|
(2,863 |
) |
Earnings in affiliates and joint ventures, net of dividends received |
|
|
(2,201 |
) |
|
|
3,460 |
|
Payments for drydock and special survey |
|
|
244 |
|
|
|
485 |
|
Non-Controlling interest |
|
|
(1,610 |
) |
|
|
(1,302 |
) |
Unrealized losses on available for sale securities |
|
|
(13,778 |
) |
|
|
|
|
Non cash compensation received |
|
|
6,082 |
|
|
|
|
|
Gain on sale of assets/partial sale of subsidiary |
|
|
16,790 |
|
|
|
174 |
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
53,393 |
|
|
$ |
46,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
June 30, |
|
|
June 30, |
|
(in thousands of US Dollars) |
|
2009 |
|
|
2008 |
|
Net cash provided by operating activities |
|
$ |
113,716 |
|
|
$ |
63,549 |
|
Net decrease in operating assets |
|
|
(26,644 |
) |
|
|
(37,160 |
) |
Net (increase) decrease in operating liabilities |
|
|
(19,839 |
) |
|
|
36,668 |
|
Net interest cost |
|
|
29,102 |
|
|
|
18,799 |
|
Deferred finance charges |
|
|
(2,128 |
) |
|
|
(925 |
) |
Provision for losses on accounts receivable |
|
|
(1,041 |
) |
|
|
|
|
Unrealized loss on FFA derivatives, warrants and interest rate swaps |
|
|
(3,820 |
) |
|
|
(3,167 |
) |
Earnings in affiliates and joint ventures, net of dividends received |
|
|
(2,522 |
) |
|
|
3,164 |
|
Payments for drydock and special survey |
|
|
1,831 |
|
|
|
2,288 |
|
Non-Controlling interest |
|
|
(1,978 |
) |
|
|
(1,791 |
) |
Unrealized losses on available for sale securities |
|
|
(13,778 |
) |
|
|
|
|
Non cash compensation received |
|
|
6,082 |
|
|
|
|
|
Gain on sale of assets/partial sale of subsidiary |
|
|
16,790 |
|
|
|
2,748 |
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
95,771 |
|
|
$ |
84,173 |
|
|
|
|
|
|
|
|
EXHIBIT 2
Owned Vessels
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessel Name |
|
Vessel Type |
|
Year Built |
|
Deadweight |
|
|
|
|
|
|
|
|
|
|
(in metric tons) |
Navios Ionian |
|
Ultra Handymax |
|
|
2000 |
|
|
|
52,068 |
|
Navios Apollon |
|
Ultra Handymax |
|
|
2000 |
|
|
|
52,073 |
|
Navios Horizon |
|
Ultra Handymax |
|
|
2001 |
|
|
|
50,346 |
|
Navios Herakles |
|
Ultra Handymax |
|
|
2001 |
|
|
|
52,061 |
|
Navios Achilles |
|
Ultra Handymax |
|
|
2001 |
|
|
|
52,063 |
|
Navios Meridian |
|
Ultra Handymax |
|
|
2002 |
|
|
|
50,316 |
|
Navios Mercator |
|
Ultra Handymax |
|
|
2002 |
|
|
|
53,553 |
|
Navios Arc |
|
Ultra Handymax |
|
|
2003 |
|
|
|
53,514 |
|
Navios Hios |
|
Ultra Handymax |
|
|
2003 |
|
|
|
55,180 |
|
Navios Kypros |
|
Ultra Handymax |
|
|
2003 |
|
|
|
55,222 |
|
Navios Ulysses |
|
Ultra Handymax |
|
|
2007 |
|
|
|
55,728 |
|
Navios Vega |
|
Ultra Handymax |
|
|
2009 |
|
|
|
58,792 |
|
Navios Magellan |
|
Panamax |
|
|
2000 |
|
|
|
74,333 |
|
Navios Star |
|
Panamax |
|
|
2002 |
|
|
|
76,662 |
|
Navios Hyperion |
|
Panamax |
|
|
2004 |
|
|
|
75,707 |
|
Navios Orbiter |
|
Panamax |
|
|
2004 |
|
|
|
76,602 |
|
Navios Asteriks |
|
Panamax |
|
|
2005 |
|
|
|
76,801 |
|
Navios Pollux |
|
Capesize |
|
|
2009 |
|
|
|
180,727 |
|
Navios Happiness |
|
Capesize |
|
|
2009 |
|
|
|
180,022 |
|
Navios Bonavis |
|
Capesize |
|
|
2009 |
|
|
|
180,022 |
|
Vanessa |
|
Product Handysize |
|
|
2002 |
|
|
|
19,078 |
|
Owned Vessels to be delivered
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessel Name |
|
Vessel |
|
Delivery Date |
|
Deadweight |
|
|
|
|
|
|
|
|
|
|
(in metric tons) |
Navios Aurora II |
|
Capesize |
|
|
10/2009 |
|
|
|
172,000 |
|
Navios Lumen |
|
Capesize |
|
|
11/2009 |
|
|
|
181,000 |
|
Navios Antares |
|
Capesize |
|
|
11/2009 |
|
|
|
172,000 |
|
Navios Stellar |
|
Capesize |
|
|
12/2009 |
|
|
|
172,000 |
|
Navios Phoenix |
|
Capesize |
|
|
1/2010 |
|
|
|
180,000 |
|
Navios Fulvia |
|
Capesize |
|
|
8/2010 |
|
|
|
180,000 |
|
NB2 |
|
Capesize |
|
|
8/2010 |
|
|
|
180,000 |
|
NB3 |
|
Capesize |
|
|
9/2010 |
|
|
|
180,000 |
|
NB4 |
|
Capesize |
|
|
2/2011 |
|
|
|
180,000 |
|
NB5 |
|
Capesize |
|
|
10/2010 |
|
|
|
180,000 |
|
NB6 |
|
Capesize |
|
|
12/2010 |
|
|
|
180,000 |
|
Long term Chartered-in Fleet in Operation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
|
|
|
Purchase |
Vessel Name |
|
Vessel Type |
|
Built |
|
Deadweight |
|
Option(1) |
|
|
|
|
|
|
|
|
|
|
(in metric tons) |
|
|
|
|
Navios Vector |
|
Ultra Handymax |
|
|
2002 |
|
|
|
50,296 |
|
|
No | |
Navios Astra |
|
Ultra Handymax |
|
|
2006 |
|
|
|
53,468 |
|
|
Yes | |
Navios Primavera |
|
Ultra Handymax |
|
|
2007 |
|
|
|
53,464 |
|
|
Yes | |
Navios Armonia |
|
Ultra Handymax |
|
|
2008 |
|
|
|
55,100 |
|
|
No | |
Navios Cielo |
|
Panamax |
|
|
2003 |
|
|
|
75,834 |
|
|
No | |
Navios Orion |
|
Panamax |
|
|
2005 |
|
|
|
76,602 |
|
|
No | |
Navios Titan |
|
Panamax |
|
|
2005 |
|
|
|
82,936 |
|
|
No | |
Navios Altair |
|
Panamax |
|
|
2006 |
|
|
|
83,001 |
|
|
No | |
Navios Esperanza |
|
Panamax |
|
|
2007 |
|
|
|
75,200 |
|
|
No | |
Torm Antwerp |
|
Panamax |
|
|
2008 |
|
|
|
75,250 |
|
|
No | |
Belisland |
|
Panamax |
|
|
2003 |
|
|
|
76,602 |
|
|
No | |
Golden Heiwa |
|
Panamax |
|
|
2007 |
|
|
|
76,662 |
|
|
No | |
SA Fortius |
|
Capesize |
|
|
2001 |
|
|
|
171,595 |
|
|
No | |
C. Utopia |
|
Capesize |
|
|
2007 |
|
|
|
174,000 |
|
|
No | |
Beaufiks |
|
Capesize |
|
|
2004 |
|
|
|
180,181 |
|
|
Yes | |
Rubena N |
|
Capesize |
|
|
2006 |
|
|
|
203,233 |
|
|
No | |
SC Lotta |
|
Capesize |
|
|
2009 |
|
|
|
170,500 |
|
|
No | |
Long term Chartered-in Fleet to be Delivered
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase |
Vessel Name |
|
Vessel Type |
|
Delivery Date |
|
Deadweight |
|
Option(1) |
|
|
|
|
|
|
|
|
|
|
(in metric tons) |
|
|
|
|
Phoenix Beauty |
|
Capesize |
|
|
01/2010 |
|
|
|
170,500 |
|
|
No | |
Kleimar TBN |
|
Capesize |
|
|
04/2010 |
|
|
|
176,800 |
|
|
No | |
Navios TBN |
|
Handysize |
|
|
02/2011 |
|
|
|
35,000 |
|
|
Yes |
(2) |
Navios TBN |
|
Handysize |
|
|
04/2011 |
|
|
|
35,000 |
|
|
Yes |
(2) |
Navios TBN |
|
Panamax |
|
|
09/2011 |
|
|
|
80,000 |
|
|
Yes | |
Navios TBN |
|
Capesize |
|
|
09/2011 |
|
|
|
180,200 |
|
|
Yes | |
Navios TBN |
|
Ultra Handymax |
|
|
03/2012 |
|
|
|
61,000 |
|
|
Yes | |
Kleimar TBN |
|
Capesize |
|
|
07/2012 |
|
|
|
180,000 |
|
|
Yes | |
Navios TBN |
|
Panamax |
|
|
01/2013 |
|
|
|
82,100 |
|
|
Yes | |
Navios TBN |
|
Ultra Handymax |
|
|
08/2013 |
|
|
|
61,000 |
|
|
Yes | |
|
|
|
(1) |
|
Generally, Navios Holdings may exercise its purchase option after three to five years of service. |
|
(2) |
|
The initial 50% purchase option on each vessel is held by Navios Holdings. |
exv99w2
Exhibit 99.2
Navios Maritime Holdings Inc. Announces
Agreement to Acquire Two New Build Capesize Vessels
|
|
|
Secured Long-Term Employment Generating Approximately $17.4 million of EBITDA
Annually |
|
|
|
|
Issuance of $47.9 million of Mandatorily Convertible Preferred Stock |
PIRAEUS, Greece, August 19, 2009 Navios Maritime Holdings Inc. (Navios Holdings) (NYSE: NM) a
global, vertically integrated seaborne shipping and logistics company, announced today that it has
reached an agreement to acquire two Capesize vessels, currently under construction at the same
South Korean Shipyard, to be delivered in the second half of 2010.
Angeliki Frangou, Chairman and CEO of Navios Holdings stated, This transaction results from our
efforts to capitalize on the opportunity caused by the credit crises. The acquisition price,
considering the use of mandatorily convertible preferred stock, is well below the current
charter-free value of the vessels. As the vessels are secured by 10 year charters with
creditworthy counterparties, we anticipate recovering more than 100% of the nominal acquisition
price (150% of the effective acquisition price) through EBITDA during the term of these charters.
Ms. Frangou continued, Using mandatorily convertible preferred stock continues to be a competitive
advantage as we are able to issue equity significantly above the current market price of our common
stock while engaging in transactions that are accretive to our existing shareholders. To date we
have employed this financing technique to acquire six new building Capesize vessels and refinance
three existing Capesize vessels.
New Capesize Vessels
The aggregate nominal purchase price for the two new vessels will be approximately $141.5 million
payable with a combination of cash, and mandatorily convertible preferred stock. The effective
purchase price for the two vessels, assuming a $10.00 conversion price of the preferred stock,
would be $115.6 million ($57.8 million per vessel).
The vessels will be employed under existing long-term charter-out contracts with an average
length of 10 years and will generate approximately $17.4 million in annual EBITDA (assuming
operating expense of $5,000 per day and 360 revenue days per year).
1
The details of the two new Capesize vessels and their related charters are set forth in the below
table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual |
|
Charter-out |
|
|
|
|
|
|
|
|
|
|
Delivery |
|
EBITDA |
|
rate per |
|
Charter |
|
Profit |
Name |
|
Type |
|
DWT |
|
Date |
|
(millions) |
|
day (net) |
|
Term |
|
Share |
NB5 |
|
Capesize |
|
180,000 |
|
10/2010 |
|
$8.7 |
|
$29,356 |
|
10+1+1 years |
|
50/50 in excess of $38,500 |
NB6 |
|
Capesize |
|
180,000 |
|
12/2010 |
|
$8.7 |
|
$29,356 |
|
10+1+1 years |
|
50/50 in excess of $38,500 |
Financing
The material terms of the financing for the two vessels have been preliminarily agreed with a major
commercial bank and are expected to include (1) $75.0 million principal amount, (2) 1.75% margin,
(3) 10 year term, (4) 14 year amortization profile, and (5) covenants in line with Navios Holdings
existing loan agreements.
Terms of Mandatorily Convertible Preferred Stock
In general, the holders of the mandatorily convertible preferred stock will receive an annual
dividend equal to 2%, or $0.96 million, payable quarterly, until such time as the preferred stock
converts into common stock.
The preferred stock will mandatorily convert into common stock as follows: (1) following the third
anniversary of such preferred stocks issuance, if the common stock closing price is at least
$20.00 per share for 10 consecutive business days, then the outstanding preferred stock
automatically converts at a conversion price of $14.00 per share of common stock; and (2) 30% of
the then outstanding mandatorily convertible preferred stock will mandatorily convert into common
stock five years from the date of such issuance and any remaining then outstanding mandatorily
convertible preferred stock will mandatorily convert into common stock ten years from the date of
such issuance, all at a $10.00 price per share of common stock.
The holder shall have the right to convert the outstanding shares of such preferred stock into
common stock prior to the scheduled maturity date at a price of $14.00 per share of common stock.
The number of shares of common stock that may be issued upon conversion ranges from 3.4 million, if
all preferred shares are converted at $14.00 per share of common stock, to 4.8 million, if all
preferred shares are converted at $10.00 per share of common stock.
Time Charter Coverage
Including the two new Capesize vessels, Navios Holdings has extended the coverage of its core fleet
(excluding vessels acquired through the Kleimar N.V. transaction) to 99.0% for 2009, 81.4% for
2010, 63.2% for 2011 and 57.7% for 2012.
2
Fleet Profile:
Navios Holdings controls a fleet of 59 vessels totaling 6.3 million dwt, of which 32 are owned and
27 are chartered-in under long-term charters. Navios Holdings currently operates 38 vessels (eight
Capesize, 13 Panamax, 16 Ultra Handymax and one Handysize
product tanker vessel) totaling 3.3 million dwt and has 21 newbuildings to be delivered. These
vessels are expected to be delivered at various dates through 2013. The average age of the
operating fleet is 4.8 years.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. is a global, vertically integrated seaborne shipping and logistics
company focused on the transport and transshipment of drybulk commodities including iron ore, coal
and grain.
Navios Holdings may, from time to time, be required to offer certain owned Capesize and Panamax
vessels to Navios Maritime Partners L.P. for purchase at fair market value according to the terms
of the Omnibus Agreement. For more information please visit its website: www.navios.com.
Forward-Looking Statements Safe Harbor
This press release contains forward-looking statements (as defined in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended)
concerning future events and Navios Holdings growth strategy and measures to implement such
strategy; including expected vessel acquisitions and entering into further time charters. Words
such as expects, intends, plans, believes, anticipates, hopes, estimates, and
variations of such words and similar expressions are intended to identify forward-looking
statements. Such statements include comments regarding expected revenues and time charters.
Although Navios Holdings believes that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations will prove to have been
correct. These statements involve known and unknown risks and are based upon a number of
assumptions and estimates which are inherently subject to significant uncertainties and
contingencies, many of which are beyond the control of Navios Holdings. Actual results may differ
materially from those expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially include, but are not limited to changes in the demand for
drybulk vessels, competitive factors in the market in which Navios Holdings operates; risks
associated with operations outside the United States; and other factors listed from time to time in
Navios Holdings filings with the Securities and Exchange Commission. Navios Holdings expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Navios Holdings expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is
based.
Public & Investor Relations Contact:
Navios Maritime Holdings Inc.
Investor Relations
+1.212.279.8820
investors@navios.com
3