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:
November 15, 2010
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F:
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(l):
Yes o No þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes o No þ
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
TABLE OF CONTENTS
On
November 15, 2010, Navios Maritime Holdings Inc. (Navios Holdings) issued a press release
announcing it has sold to Navios Maritime Partners L.P. (Navios Partners) two capesize
vessels for a total sale price of $177.0 million. The sale price is being paid by Navios
Partners through a new tranche of $50.0 million under its existing credit facility,
$112.0 million of cash and the issuance to Navios Holdings of 788,370 common units of
Navios Partners. A copy of the press release is furnished as Exhibit 99.1 to this Report
and is incorporated herein by reference.
On
November 16, 2010, Navios Holding issued a press release announcing the operational and
financial results for the quarter and nine months ended September 30, 2010. The press
release also announced, among other things, the declaration of Navios quarterly dividend.
A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated
herein by reference.
This
information contained in this Report is hereby incorporated by
reference into the Companys Registration Statements on Form
F-3, File Nos. 333-136936, 333-129382 and 333-165754 and on Form
S-8, File No. 333-147186.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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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: November 18, 2010 |
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EXHIBIT INDEX
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Exhibit No. |
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Exhibit |
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99.1 |
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Press
Release dated November 15, 2010 |
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99.2 |
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Press
Release dated November 16, 2010 |
exv99w1
Exhibit 99.1
Navios Maritime Holdings Inc.
Announces
Sale of Navios Melodia and Navios Fulvia
PIRAEUS, GREECE November 15, 2010 - Navios Maritime Holdings Inc. (Navios Holdings) (NYSE:
NM), a global, vertically integrated seaborne shipping and logistics company, announced today that
it has sold the Navios Melodia, a 2010 South Korean-built Capesize vessel of 179,132 dwt, and the
Navios Fulvia, a 2010 South Korean-built Capesize vessel of 179,263 dwt, to Navios Maritime
Partners L.P. (Navios Partners) (NYSE:NMM) for a total of $177.0 million, payable in the form of
$162.0 million in cash and 788,370 common units in Navios Partners.
Navios Holdings intends to use the proceeds from the sale of these vessels for operating purposes,
such as repayment of indebtedness or reinvestment in vessels.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. is a global, vertically integrated seaborne shipping and logistics
company focused on the transport and transshipment of drybulk commodities including iron ore, coal
and grain. For more information please visit our website: www.navios.com.
Navios Holdings may, from time to time, be required to offer certain owned Capesize and Panamax
vessels to Navios Maritime Partners L.P. (Navios Partners) (NYSE: NMM) for purchase at fair
market value according to the terms of the Omnibus Agreement. For more information please visit
its website: www.navios-mlp.com.
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended)
concerning future events and Navios Holdings growth strategy and measures to implement such
strategy; including expected vessel acquisitions and entering into further time charters. Words
such as expects, intends, plans, believes, anticipates, hopes, estimates, and
variations of such words and similar expressions are intended to identify forward-looking
statements. Such statements include comments regarding expected revenues and time charters.
Although Navios Holdings believes that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations will prove to have been
correct. These statements involve known and unknown risks and are based upon a number of
assumptions and estimates which are inherently subject to significant uncertainties and
contingencies, many of which are beyond the control of Navios Holdings. Actual results may differ
materially from those expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially include, but are not limited to changes in the demand for
drybulk vessels, competitive factors in the market in which Navios Holdings operates; risks
associated with operations outside the United States; and other factors listed from time to time in
Navios Holdings filings with the Securities and Exchange Commission. Navios expressly disclaims
any obligations or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in Navios Holdings expectations with respect
thereto or any change in events, conditions or circumstances on which any statement is based.
Investor Relations Contact:
Navios Maritime Holdings Inc.
+1.212.279.8820
investors@navios.com
exv99w2
Exhibit 99.2
Navios Maritime Holdings Inc. Reports Financial Results for the Third Quarter and Nine Months
Ended September 30, 2010
PIRAEUS, Greece, Nov. 16, 2010 /PRNewswire via COMTEX/
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Dividend of $0.06 per share for Q3 2010 |
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Q3 Net Income excluding Navios Acquisition of $18.7 million |
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Q3 EBITDA excluding Navios Acquisition of $63.3 million |
Navios Maritime Holdings Inc. (Navios Holdings) (NYSE: NM), a global, vertically integrated
seaborne shipping and logistics company, today reported financial results for the third quarter and
nine months ended September 30, 2010.
Angeliki Frangou, Chairman and CEO of Navios Holdings stated, We continue to benefit from our
strategy of fixing our fleet for long-term periods with quality counter parties. Navios Holdings,
excluding Navios Acquisition, had over $63 million in EBITDA and $18.65 million of net income.
Ms. Frangou continued We remain focused on maintaining a healthy balance sheet. We have
concentrated on reducing our leverage through debt repayment and building strong liquidity. Our
recent net debt to market capitalization was approximately 45%, and Navios Holdings remains one of
the few dividend paying companies in the drybulk sector; we declared a $0.06 dividend per share for
Q3 2010.
2010 HIGHLIGHTS RECENT DEVELOPMENTS
Navios Holdings
Vessel Sales
On November 15, 2010, Navios Holdings sold the Navios Melodia, a 2010 South Korean-built Capesize
vessel of 179,132 dwt, and the Navios Fulvia, a 2010 South Korean-built Capesize vessel of 179,263
dwt, to Navios Partners for a total of $177.0 million, payable in the form of $162.0 million in
cash and 788,370 common units in Navios Maritime Partners L.P. (Navios Partners).
Navios Fulvia, a 2010-built, 179,263 dwt Capesize vessel, was delivered on October 1, 2010 to
Navios Holdings owned fleet from a South Korean shipyard. The vessel is chartered-out for 5 years
at a net charter out rate of $50,588 per day. This vessel was sold to Navios Partners on November
15, 2010 for total consideration of $98.2 million.
Navios Melodia, a 2010-built, 179,132 dwt Capesize vessel, was delivered on September 20, 2010 to
Navios Holdings owned fleet from a South Korean shipyard. The vessel is chartered-out for 12 years
at a net charter out rate of $29,356 per day with 50/50 profit sharing. This vessel was sold to
Navios Partners on November 15, 2010 for total consideration of $78.8 million.
Repurchase of Convertible Senior Promissory Note
On November 15, 2010, Navios Holdings purchased the 2% convertible senior promissory note that was
previously issued at par value of $33.5 million for an aggregate price of $29.1 million
representing a 13% discount.
Delivery of Navios Buena Ventura
On October 29, 2010, Navios Holdings took delivery of the Capesize vessel Navios Buena Ventura, a
2010-built of 179,132 dwt from a South Korean shipyard. The vessel is chartered-out for ten years
at a net rate of $29,356 per day with 50/50 profit sharing.
Liquidity
On September 30, 2010, Net Debt to Total Capitalization, excluding Navios Acquisition, was 50.6%
and 58.0% including Navios Maritime Acquisition Corporation (Navios Acquisition).Navios Holdings
total available liquidity, including bank lines, at September 30, 2010 was approximately $254.2
million ($331.9 million including Navios Acquisition).Navios Holdings has no unfunded capital
expenditures for 2010.
Time Charter Coverage
Navios Holdings has long-term fleet employment for periods ranging from one to 12 years. As of
November 15, 2010, Navios Holdings had contracted 99.2%, 73.3%, 57.4% and 42.8% of its available
days on a charter-out basis for 2010, 2011, 2012 and 2013, respectively, equivalent to
$296.7 million, $274.6 million, $241.3 million and $195.4 million in revenue, respectively. The
average contractual daily charter-out rate for the core fleet is $26,262, $29,508, $31,513 and
$32,822 for 2010, 2011, 2012 and 2013, respectively. The average daily charter-in rate for the
active long-term charter-in vessels for 2010 is $10,107.
The above figures do not include Navios South American Logistics Inc. (Navios Logistics) fleet
and vessels servicing the Contracts of Affreightment (COA).
Navios Acquisition
Information relating to Navios Acquisition is included herein because of the consolidation of
Navios Acquisition into Navios Holdings. Certain numbers exclude the effect of the consolidation of
Navios Acquisition.
Public Offering
On November 16, 2010, Navios Acquisition priced an offering of 6,500,000 shares of common stock at
$5.50 per share in a public offering. Navios Acquisition granted the underwriters a 30-day option
to purchase an additional 975,000 shares of common stock to cover over-allotments, if any. Navios
Acquisition expects to use the net proceeds from the public offering for general corporate
purposes.
Acquisition of two new build LR1 product tankers
In October 2010, Navios Acquisition entered into an agreement for the acquisition of two new build
LR1 product tankers scheduled to be delivered in the second half of 2012 from a South Korean
shipyard. The effective acquisition price, including the issuance of mandatorily convertible
preferred shares, was $82.8 million and will be partially financed with a new credit facility of
$52.2 million. The new credit facility has an amortization profile of 18.9 years and bears an
interest of LIBOR plus (i) 250 bps prior to delivery of the vessels and (ii) 275 bps thereafter.
Delivery of the chemical tanker vessel Nave Cosmos
On October 27, 2010, Navios Acquisition took delivery of the chemical tanker Nave Cosmos of 25,130
mt from a South Korean shipyard. The vessel is chartered out for three months with an option for
three additional months at a net daily charter rate of $10,238 for the first three months and
$12,188 for the optional months.
$400.0 million 8 5/8% First Priority Ship Mortgage Notes Due 2017
On October 21, 2010, Navios Acquisition completed the sale of $400.0 million of 8 5/8% First
Priority Ship Mortgage notes due 2017 (the Notes). The Notes are secured by first priority ship
mortgages on six very large crude carrier vessels aggregating approximately 1.8 million dwt owned
by certain subsidiary guarantors. The Notes are guaranteed by each of Navios Acquisitions direct
and indirect subsidiaries.
The net proceeds of the offering totalling $386.5 million were used to repay borrowings under
certain of Navios Acquisitions existing credit facilities from the VLCC acquisition, to partially
repay $27.6 million of the $40.0 million Navios Holdings credit facility and for working capital
purposes.
Acquisition of VLCC tanker vessels
On September 10, 2010, Navios Acquisition acquired a fleet of seven VLCC tankers (the VLCC
Acquisition) for $587.0 million, adjusted for net working capital acquired of $20.1 million. The
acquisition was financed with: (a) $410.5 million of bank debt, assumed at closing consisting of
six credit facilities with a consortium of banks; (b) $134.3 million of cash paid at closing; (c)
$10.7 million through the issuance of 1,894,418 shares of common stock at closing of which
1,378,122 were deposited into a one-year escrow account to provide for indemnity or other claims;
and (d) $51.4 million due to a shipyard in 2011 for the new build VLCC scheduled for delivery in
June 2011(of which $36.8 million is expected to be drawn down from existing debt facilities entered
into in connection with the VLCC Acquisition).
The cash portion of the purchase price was financed by: (i) $32.2 million of cash from the balance
sheet of the acquired entities; (ii) $40.0 million in short-term financing from Navios Holdings
with a margin of LIBOR plus 300 bps and a term of 18 months, maturing on April 1, 2012; and (iii)
existing cash resources of Navios Acquisition. Out of the total amount of the $40.0 million loan,
Navios Acquisition partially repaid $27.6 million to Navios Holdings in October 2010.
Fleet Profile
Navios Holdings controls a fleet of 57 vessels totaling 6.0 million dwt, of which 29 are owned and
28 are chartered-in under long-term charters. Navios Holdings currently operates 39 vessels (13
Capesize, 10 Panamax and 16 Ultra-Handymax) totaling 3.9 million dwt and has scheduled 18
newbuildings to be delivered. These vessels are expected to be delivered at various dates through
2013. The average age of the operating fleet is 4.9 years.
Exhibit II displays the Core Fleet profile of Navios Holdings and refers to drybulk vessel
operations (excludes fleet of Navios Acquisition and Navios Logistics).
Financial Highlights
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Net income, excluding Navios Acquisition, decreased by 12.5%% to $18.7
million in the third quarter of 2010 from $21.3 million in the same period in 2009. |
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EBITDA, excluding Navios Acquisition, increased by 13.6% to $63.3 million in
the third quarter of 2010 from $55.7 million in the same period in 2009. |
Dividend Policy
The Board of Directors declared a quarterly cash dividend for the third quarter of 2010 of $0.06
per share of common stock. This dividend is payable on January 5, 2011 to stockholders of record as
of December 16, 2010. The declaration and payment of any further dividend remains subject to the
discretion of the Board and will depend on, among other things, Navios Holdings cash requirements
as measured by market opportunities and restrictions under its credit agreements.
Financial Results
For the following results and the selected financial data presented herein, Navios Holdings has
compiled consolidated statements of income for the three and nine month periods ended September 30,
2010 and 2009. The information was derived from the unaudited consolidated financial statements for
the respective periods. EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are non-U.S.
GAAP financial measures, and should not be used in isolation or substitution for Navios Holdings
results.
Third Quarter 2010 Results (in thousands of U.S. dollars, unless otherwise stated, except per share
data):
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Excluding Navios |
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Total (Excluding Navios |
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Consolidated |
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Navios Acquisition |
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Acquisition |
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Acquisition) |
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For the Three Months |
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For the Three Months |
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For the Three Months |
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For the Three Months |
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Ended |
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Ended |
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Ended |
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Ended |
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September 30. |
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September 30, |
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September 30, |
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September 30, |
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2010 |
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2010 |
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2010 |
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2009 |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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(unaudited) |
Revenue |
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$ |
170,177 |
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$ |
8,102 |
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$ |
162,075 |
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$ |
160,570 |
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EBITDA |
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$ |
62,886 |
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$ |
(451 |
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$ |
63,337 |
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$ |
55,746 |
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Adjusted EBITDA (*) |
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$ |
70,905 |
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$ |
7,568 |
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$ |
63,337 |
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$ |
55,746 |
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Net income/(loss) |
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$ |
14,640 |
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$ |
(4,016 |
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$ |
18,656 |
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$ |
21,318 |
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Adjusted Net Income
(*) |
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$ |
22,659 |
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$ |
4,003 |
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$ |
18,656 |
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$ |
21,318 |
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Earnings/(loss) Per
Share |
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$ |
0.14 |
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$ |
(0.04 |
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$ |
0.18 |
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$ |
0.21 |
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Adjusted Earnings
Per Share (*) |
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$ |
0.22 |
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$ |
0.04 |
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$ |
0.18 |
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$ |
0.21 |
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(*) |
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Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share for the three months ended September 30, 2010
excludes $8.0 million of transaction costs for the VLCC Acquisition. |
Total Navios Holdings revenue including drybulk vessel operations, logistics business and
tanker vessels operations for the three months ended September 30, 2010 increased by $9.6 million,
to $170.2 million compared to $160.6 million for the same period in 2009.
Revenue
from drybulk vessel operations for the three months ended September 30, 2010 was $106.8
million as compared to $121.2 million for the same period during 2009. The decrease in revenue was
mainly attributable to (a) the decrease in short-term and long-term chartered in fleet available
days of 229 days and (b) the decrease in the freight market resulting in lower charter out daily
rates for the short and long term chartered in fleet. This decrease was partially offset by (a) a
slight increase in Time Charter Equivalent (TCE) per day of 2.2% to $24,598 per day in the third
quarter of 2010 from $24,061 per day in the same period of 2009 and (b) an increase in the
available days of the fleet of 2.1% to 4,032 days in the third quarter of 2010 from 3,949 days in
the same period of 2009. The variance of 83 days was due to an
increase by 312 of the available
ownership days following the delivery of 11 newbuilding owned vessels at various times since the
third quarter of 2009, offset by a decrease in short-term and long-term chartered in fleet
available days of 229 days in total.
Revenue
from the logistics business was approximately $55.3 million for the three months ended
September 30, 2010 as compared to $39.3 million during the same period of 2009. This increase was
mainly attributable to (a) the acquisition of Sara H in February 2010, (b) the increased operations
of its liquid port, (c) the increased volumes in the dry port terminal business and (d) the
increased storage capacity of its dry port in Uruguay following the construction of its new silo.
Revenue from tanker vessel operations for the three month period ended September 30, 2010 was $8.1
million. Following the delivery of the product tanker Ariadne Jacob on July 2, 2010 and the VLCC
Acquisition on September 10, 2010, Navios Acquisition had 308 available days at a TCE rate of
$26,129. There were no operations in the corresponding period in 2009.
EBITDA of Navios Holdings (excluding Navios Acquisition) for the three months ended September 30,
2010 increased by $7.6 million to $63.3 million compared to $55.7 million for the third quarter of
2009. The $7.6 million increase in EBITDA was primarily due to (i) an increase in revenue of $1.5
million to $162.1 million in the third quarter of 2010 from $160.6 million in the same period of
2009, (ii) a decrease in time charter, voyage and logistic business expenses of $11.5 million from
$95.4 million in the third quarter of 2009 to $83.9 million in the same period of 2010, (iii) a
decrease of $0.1 million in noncontrolling interest and (iv) an increase in equity in net earnings
from
affiliated companies by $0.2 million. The overall variance of $13.3 million was offset by (i) an
increase in direct vessel expenses (excluding the amortization of deferred dry dock and special
survey costs) of $0.6 million, (ii) an increase in general and administrative expenses of $1.6
million (excluding share-based compensation expenses), (iii) a decrease of $2.2 million in gains
from derivatives and (iv) an increase of $1.3 million in net other expense.
EBITDA of Navios Logistics was $8.4 million for the three months ended September 30, 2010 as
compared to $11.4 million during the same period in 2009.
Adjusted EBITDA of Navios Acquisition for the three month period ended September 30, 2010 was $7.6
million which excludes $8.0 million of transaction costs for the VLCC Acquisition.
Net income of Navios Holdings (excluding Navios Acquisition) for the three months ended September
30, 2010 was $18.7 million as compared to $21.3 million for the comparable period of 2009. The
decrease of net income by $2.6 million was mainly due to (i) an increase in depreciation and
amortization of $1.6 million, (ii) an increase in interest expense of $7.5 million, (iii) a
decrease in income taxes of $0.7 million and (iv) an increase of $0.4 million in amortization for
drydock and special survey costs. This decrease was offset by a $7.6 million increase in EBITDA
discussed above.
Adjusted Net Income of Navios Acquisition for the three month period ended September 30, 2010 was
$4.0 million, excluding items such as the transaction costs of $8.0 million incurred in connection
with the VLCC Acquisition.
Nine months ended September 30, 2010 Results (in thousands of U.S. dollars, unless otherwise
stated, except per share data)
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Excluding Navios |
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Total (Excluding Navios |
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Consolidated |
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Navios Acquisition |
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Acquisition |
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Acquisition) |
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For the Nine Months |
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For the Nine Months |
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For the Nine Months |
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For the Nine Months |
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Ended |
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Ended |
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Ended |
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Ended |
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September 30. |
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September 30, |
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September 30, |
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September 30, |
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2010 |
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2010 |
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2010 |
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2009 |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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(unaudited) |
Revenue |
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$ |
489,991 |
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$ |
8,128 |
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$ |
481,863 |
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$ |
449,946 |
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EBITDA |
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$ |
231,929 |
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$ |
(464 |
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$ |
232,393 |
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$ |
151,517 |
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Adjusted EBITDA (*) |
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$ |
200,094 |
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$ |
7,555 |
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$ |
192,539 |
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$ |
142,423 |
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Net income/(loss) |
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$ |
92,450 |
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$ |
(4,098 |
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$ |
96,548 |
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$ |
55,448 |
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Adjusted Net Income (*) |
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$ |
60,615 |
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$ |
3,921 |
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$ |
56,694 |
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$ |
46,354 |
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Earnings/(loss) Per Share |
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$ |
0.90 |
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$ |
(0.04 |
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$ |
0.94 |
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$ |
0.55 |
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Adjusted Earnings Per
Share (*) |
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$ |
0.59 |
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$ |
0.04 |
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$ |
0.55 |
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$ |
0.46 |
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(*) |
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Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share for
the nine months ended September 30, 2010 was adjusted by (i) a $17.7 million
gain recognized as a result of the control obtained of Navios Acquisition as of
May 28, 2010, (ii) a $26.1 million gain on sale of Navios Hyperion, Navios
Aurora II and Navios Pollux to Navios Partners, (iii) a $4.0 million write off
of an unfavorable short term charter and (iv) $8.0 million of transaction costs
for the VLCC Acquisition. |
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Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share for the
nine months ended September 30, 2009, excludes (i) $16.8 million gain on sale
of assets, (ii) $6.1 million non cash compensation from Navios Partners and
(iii) $13.8 million unrealized marktomarket losses on common units of
Navios Partners, accounted for as available for sale securities. |
Total Navios Holdings revenue including drybulk vessel operations, logistics business and
tanker vessels operations for the nine months ended September 30, 2010 increased by $40.0 million,
to $490.0 million compared to $450.0 million for the same period in 2009.
Revenue
from drybulk vessel operations for the nine months ended September 30, 2010 was $338.7
million as compared to $346.2 million for the same period during 2009. The decrease in revenue was
mainly attributable to a decrease in TCE per day of 4.0% to $25,298 in the first nine months of
2010 from $26,353 per day in the same period of 2009. This decrease was offset by (a) an increase
in available days of the fleet of 5.1% to 12,140 days in the first nine months of 2010 from 11,550
days in the same period of 2009. The variance of 590 available days was due to an increase by 1,557
of the available ownership days following the delivery of 11 newbuilding owned vessels at various
times since the third quarter of 2009, offset by a decrease in short-term and long-term chartered
in fleet available days of 234 days and 733 days, respectively.
Revenue
from the logistics business was approximately $143.1 million for the nine months ended
September 30, 2010 as compared to $103.8 million during the same period of 2009. This increase was
mainly attributable to (a) the acquisition of Makenita H in June 2009, which was fully operational
during the nine month period of 2010, (b) the acquisition of Sara H in February 2010, (c) the
increased operations of its liquid port and (d) the increased storage capacity of its dry port in
Uruguay following the construction of its new silo.
Revenue from tanker vessel operations for the nine month period ended September 30, 2010 was $8.1
million. Following the VLCC Acquisition and the acquisitions of the Collin Jacob in June 2010 and
the Ariadne Jacob in July 2010, Navios Acquisition had 309 available days at a TCE of $26,084 for
the nine month period ended September 30, 2010. There was no revenue in the corresponding period of
2009.
Adjusted EBITDA of Navios Holdings (excluding Navios Acquisition) for the nine months ended
September 30, 2010 increased by $50.1 million to $192.5 million compared to $142.4 million for same
period of 2009.
The $50.1 million increase in adjusted EBITDA was primarily due to (i) an increase
in revenue of $32.0 million to $481.9 million for the first nine month period ended September 30,
2010 to $449.9 million in the same period of 2009, (ii) a decrease in time charter, voyage and
logistic business expenses of $15.2 million from $270.0 million in the first nine months of 2009 to
$254.8 million in the same period of 2010, (iii) a decrease of $1.4 million in noncontrolling
interest, (iv) an increase in equity in net earnings from affiliated companies by $9.5 million and
(v) an increase of $1.2 million in gains from derivatives. The overall variance of $59.3 million
was offset by (i) an increase in direct vessel expenses (excluding the amortization of deferred dry
dock and special survey costs) of $4.5 million, (ii) an increase in general and
administrative expenses of $3.9 million (excluding share-based compensation expenses) and (iii) an
increase of $0.8 million in net other expense.
EBITDA of Navios Logistics was $22.8 million for the nine months ended September 30, 2010 as
compared to $25.8 million during the same period in 2009.
Adjusted EBITDA of Navios Acquisition for the nine month period ended September 30, 2010 was $7.6
million which excludes $8.0 million of transaction costs for the VLCC Acquisition.
Adjusted Net income of Navios Holdings (excluding Navios Acquisition) for the nine months ended
September 30, 2010 was $56.7 million as compared to $46.4 million for the comparable period of
2009. The increase of net income by $10.3 million was mainly due to (i) an increase in depreciation
and amortization of $17.0 million, (ii) an increase in interest expense, net of $20.7 million,
(iii) a decrease in income taxes of $1.4 million, (iv) an increase of $0.5 million in amortization
for drydock and special survey costs and (v) an increase of $0.2 million in sharebased
compensation expense. This decrease was offset by a $50.1 million increase in adjusted EBITDA
discussed above.
Adjusted Net Income of Navios Acquisition for the nine month period ended September 30, 2010 was
$3.9 million and represented net income for the nine month period ended September 30, 2010,
excluding the transaction costs of $8.0 million incurred in connection with the VLCC Acquisition.
Fleet Summary Data:
The following table reflects certain key indicators indicative of the performance of the Navios
Holdings drybulk operations and its fleet performance for the three and nine month periods ended
September 30, 2010 and 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Month |
|
Nine Month |
|
|
Three Month Period ended |
|
Three Month Period ended |
|
Period ended |
|
Period ended |
|
|
September 30, 2010 |
|
September 30, 2009 |
|
September 30, 2010 |
|
September 30, 2009 |
|
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
Available Days (1) |
|
|
4,032 |
|
|
|
3,949 |
|
|
|
12,140 |
|
|
|
11,550 |
|
Operating Days (2) |
|
|
4,024 |
|
|
|
3,933 |
|
|
|
12,106 |
|
|
|
11,516 |
|
Fleet Utilization (3) |
|
|
99.8 |
% |
|
|
99.6 |
% |
|
|
99.7 |
% |
|
|
99.7 |
% |
Equivalent Vessels
(4) |
|
|
44 |
|
|
|
43 |
|
|
|
44 |
|
|
|
43 |
|
TCE (5) |
|
$ |
24,598 |
|
|
$ |
24,061 |
|
|
$ |
25,298 |
|
|
$ |
26,353 |
|
|
|
|
(1) |
|
Available days for fleet are total calendar days the vessels were in Navios Holdings possession for the relevant period after subtracting
off-hire days associated with major repairs, drydocking or special surveys. The shipping industry uses available days to measure the number of
days in a relevant period during which vessels should be capable of generating revenues. |
|
(2) |
|
Operating days are the number of available days in the relevant period less the aggregate number of days that the vessels are off-hire due
to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a
relevant period during which vessels actually generate revenues. |
|
|
|
(3) |
|
Fleet utilization is the percentage of time that Navios Holdings vessels were available for revenue generating available days, and is
determined by dividing the number of operating days during a relevant period by the number of available days during that period. The shipping
industry uses fleet utilization to measure a companys efficiency in finding suitable employment for its vessels. |
|
(4) |
|
Equivalent Vessels, is defined as the total available days during a relevant period divided by the number of days of this period. |
|
(5) |
|
TCE is defined as voyage and time charter revenues less voyage expenses during a relevant period divided by the number of available days
during the period. |
Conference Call:
As previously announced, Navios Holdings will host a conference call today,
Tuesday, November 16, 2010 at 8:30 am ET, at which time Navios Holdings senior
management will provide highlights and commentary on third quarter 2010
financial results.
Conference Call details:
Call Date/Time: Tuesday, November 16, 2010, at 8:30 am ET
Call Title: Navios Holdings Q3 2010 Financial Results Conference Call
US Dial In: +1.877.480.3873
International Dial In: +1.404.665.9927
Conference ID: 2462 5732
The conference call replay will be available shortly after the live call and remain available for one week at the following numbers:
US Replay Dial In: +1.800.642.1687
International Replay Dial In: +1.706.645.9291
Conference ID: 2462 5732
This call will be simultaneously Webcast. The Webcast will be available on the Navios
Holdings website, http://www.navios.com, under the Investors section. The Webcast will be
archived and available at the same Web address for two weeks following the call.
A supplemental slide presentation will be available on the Navios Holdings website at
http://www.navios.com under the Investors section at 7:45 am ET on the day of the call.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. is a global, vertically integrated seaborne shipping and logistics
company focused on the transport and transshipment of drybulk commodities including iron ore, coal
and grain.
Navios Holdings may, from time to time, be required to offer certain owned Capesize and Panamax
vessels to Navios Maritime Partners L.P. for purchase at fair market value according to the terms
of the Omnibus Agreement.
For more information about Navios Holdings please visit its website: www.navios.com.
About Navios South American Logistics Inc.
Navios Logistics was formed in 2008 through the acquisition of control of the Horamar Group,
established in 1975. Navios Logistics specializes in transporting and storing liquid and dry bulk
cargoes in the Hidrovia region connecting Argentina, Bolivia, Brazil, Paraguay and Uruguay. Navios
Logistics currently controls a fleet of 234 barges and vessels. It also owns and operates an
upriver oil storage and transfer facility in Paraguay and the largest bulk transfer and storage
port terminal in Uruguay.
About Navios Maritime Partners L.P.
Navios Partners (NYSE: NMM) is a publicly traded master limited partnership which owns and operates
dry cargo vessels. For more information, please visit our website at www.navios-mlp.com.
About Navios Acquisition
Navios Acquisition (NYSE: NNA) is an owner and operator of tanker vessels focusing in the
transportation of petroleum products (clean and dirty) and bulk liquid chemicals. For more
information about Navios Acquisition, please visit our website:
http://www.navios-acquisition.com.
Forward Looking Statements Safe Harbor
This press
release contains forward-looking statements (as defined in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended)
concerning future events and Navios Holdings growth strategy and measures to implement such
strategy; including expected vessel acquisitions and entering into further time charters. Words
such as expects, intends, plans, believes, anticipates, hopes, estimates, and
variations of such words and similar expressions are intended to identify forward-looking
statements. Such statements include comments regarding expected revenues and time charters.
Although Navios Holdings believes that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations will prove to have been
correct. These statements involve known and unknown risks and are based upon a number of
assumptions and estimates which are inherently subject to significant uncertainties and
contingencies, many of which are beyond the control of Navios Holdings. Actual results may differ
materially from those expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially include, but are not limited to changes in the demand for
dry bulk vessels, competitive factors in the market in which Navios Holdings operates; risks
associated with operations outside the United States; and other factors listed from time to time in
Navios Holdings filings with the Securities and Exchange Commission. Navios Holdings expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Navios Holdings expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is
based.
EXHIBIT I
NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(unaudited) |
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
133,200 |
|
|
$ |
173,933 |
|
Restricted cash |
|
|
171,156 |
|
|
|
107,158 |
|
Accounts receivable, net |
|
|
79,557 |
|
|
|
78,504 |
|
Short-term derivative asset |
|
|
10,245 |
|
|
|
38,382 |
|
Due from affiliate companies |
|
|
2,854 |
|
|
|
1,973 |
|
Prepaid expenses and other current assets |
|
|
32,400 |
|
|
|
27,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
429,412 |
|
|
|
427,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits for vessel acquisitions |
|
|
610,017 |
|
|
|
344,515 |
|
Vessels, port terminal and other fixed assets, net |
|
|
2,065,864 |
|
|
|
1,577,741 |
|
Long-term derivative assets |
|
|
36 |
|
|
|
8,181 |
|
Restricted cash |
|
|
27,498 |
|
|
|
|
|
Other long-term assets |
|
|
55,374 |
|
|
|
69,222 |
|
Investments in affiliates |
|
|
16,566 |
|
|
|
13,042 |
|
Investments in available for sale securities |
|
|
79,999 |
|
|
|
46,314 |
|
Intangible assets other than goodwill |
|
|
334,801 |
|
|
|
300,571 |
|
Goodwill |
|
|
176,424 |
|
|
|
147,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
3,366,579 |
|
|
|
2,507,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
3,795,991 |
|
|
$ |
2,935,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
41,259 |
|
|
$ |
61,990 |
|
Dividends payable |
|
|
6,061 |
|
|
|
6,052 |
|
Accrued expenses |
|
|
86,802 |
|
|
|
48,030 |
|
Deferred income and cash received in advance |
|
|
20,442 |
|
|
|
9,529 |
|
Short-term derivative liability |
|
|
2,374 |
|
|
|
10,675 |
|
Capital lease obligations |
|
|
1,243 |
|
|
|
|
|
Current portion of long-term debt |
|
|
202,773 |
|
|
|
59,804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
360,954 |
|
|
|
196,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior and ship mortgage notes, net of discount |
|
|
693,594 |
|
|
|
693,049 |
|
Long-term debt, net of current portion |
|
|
1,309,105 |
|
|
|
869,853 |
|
Capital lease obligations, net of current portion |
|
|
31,330 |
|
|
|
|
|
Unfavorable lease terms |
|
|
59,031 |
|
|
|
59,203 |
|
Long-term liabilities and deferred income |
|
|
53,070 |
|
|
|
33,470 |
|
Deferred tax liability |
|
|
21,067 |
|
|
|
22,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
2,167,197 |
|
|
|
1,678,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
2,528,151 |
|
|
|
1,874,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Preferred stock $0.0001 par value, authorized
1,000,000 shares, 14,651 and 8,201 issued and
outstanding as of September 30, 2010 and
December 31, 2009, respectively |
|
|
|
|
|
|
|
|
Common stock $0.0001 par value, authorized
250,000,000 shares, issued and outstanding
101,017,178 and 100,874,199 as of September 30,
2010 and December 31, 2009, respectively |
|
|
10 |
|
|
|
10 |
|
Additional paid-in capital |
|
|
545,558 |
|
|
|
533,729 |
|
Accumulated other comprehensive income |
|
|
28,515 |
|
|
|
15,156 |
|
Retained earnings |
|
|
449,304 |
|
|
|
376,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Navios Holdings stockholders equity |
|
|
1,023,387 |
|
|
|
925,480 |
|
Noncontrolling interest |
|
|
244,453 |
|
|
|
135,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
1,267,840 |
|
|
|
1,060,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
3,795,991 |
|
|
$ |
2,935,182 |
|
|
|
|
|
|
|
|
NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of U.S. dollars-except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Month |
|
|
Three Month |
|
|
Nine Month |
|
|
Nine Month |
|
|
|
Period ended |
|
|
Period ended |
|
|
Period ended |
|
|
Period ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
Revenue |
|
$ |
170,177 |
|
|
$ |
160,570 |
|
|
$ |
489,991 |
|
|
$ |
449,946 |
|
Time charter, voyage and logistic business expenses |
|
|
(83,944 |
) |
|
|
(95,355 |
) |
|
|
(254,885 |
) |
|
|
(270,037 |
) |
Direct vessel expenses |
|
|
(11,660 |
) |
|
|
(7,994 |
) |
|
|
(30,603 |
) |
|
|
(23,079 |
) |
General and administrative expenses |
|
|
(20,005 |
) |
|
|
(9,969 |
) |
|
|
(43,549 |
) |
|
|
(30,961 |
) |
Depreciation and amortization |
|
|
(23,864 |
) |
|
|
(19,915 |
) |
|
|
(71,171 |
) |
|
|
(51,832 |
) |
Interest income/expense and finance cost, net |
|
|
(22,487 |
) |
|
|
(13,775 |
) |
|
|
(64,878 |
) |
|
|
(42,877 |
) |
(Loss)/gain on derivatives |
|
|
(37 |
) |
|
|
2,167 |
|
|
|
4,005 |
|
|
|
2,786 |
|
Gain on sale of assets |
|
|
|
|
|
|
|
|
|
|
26,134 |
|
|
|
16,790 |
|
Gain on change in control |
|
|
|
|
|
|
|
|
|
|
17,742 |
|
|
|
|
|
Other expense, net |
|
|
(3,799 |
) |
|
|
(2,517 |
) |
|
|
(10,603 |
) |
|
|
(13,509 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before equity in net earnings of affiliate companies |
|
|
4,381 |
|
|
|
13,212 |
|
|
|
62,183 |
|
|
|
37,227 |
|
Equity in net earnings of affiliated companies |
|
|
9,661 |
|
|
|
9,458 |
|
|
|
29,417 |
|
|
|
19,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
$ |
14,042 |
|
|
$ |
22,670 |
|
|
$ |
91,600 |
|
|
$ |
57,184 |
|
Income taxes |
|
|
(244 |
) |
|
|
433 |
|
|
|
657 |
|
|
|
2,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
13,798 |
|
|
|
23,103 |
|
|
|
92,257 |
|
|
|
59,211 |
|
Less: Net income attributable to the noncontrolling interest |
|
|
842 |
|
|
|
(1,785 |
) |
|
|
193 |
|
|
|
(3,763 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Navios Holdings common stockholders |
|
$ |
14,640 |
|
|
$ |
21,318 |
|
|
$ |
92,450 |
|
|
$ |
55,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share attributable to Navios Holdings common stockholders |
|
$ |
0.14 |
|
|
$ |
0.21 |
|
|
$ |
0.90 |
|
|
$ |
0.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares, basic |
|
|
100,559,330 |
|
|
|
99,839,013 |
|
|
|
100,485,842 |
|
|
|
99,910,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share attributable to Navios Holdings common stockholders |
|
$ |
0.12 |
|
|
$ |
0.20 |
|
|
$ |
0.80 |
|
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares, diluted |
|
|
116,807,405 |
|
|
|
105,803,346 |
|
|
|
115,145,274 |
|
|
|
103,733,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
Nine Month |
|
|
Nine Month |
|
|
|
Period ended |
|
|
Period ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
92,257 |
|
|
$ |
59,211 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Non cash adjustments |
|
|
52,700 |
|
|
|
46,513 |
|
(Increase)/Decrease in operating assets |
|
|
(13,619 |
) |
|
|
8,001 |
|
Increase in operating liabilities |
|
|
2,100 |
|
|
|
34,549 |
|
Payments for drydock and special survey costs |
|
|
(8,556 |
) |
|
|
(3,282 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
124,882 |
|
|
|
144,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Consolidation of subsidiary, net of cash assumed |
|
|
(98,913 |
) |
|
|
|
|
Restricted cash for asset acquisitions |
|
|
(46,871 |
) |
|
|
|
|
Acquisition of vessels |
|
|
(121,087 |
) |
|
|
(318,876 |
) |
Deposits for vessel acquisitions |
|
|
(349,987 |
) |
|
|
(239,823 |
) |
Receipts from finance lease |
|
|
181 |
|
|
|
416 |
|
Proceeds from sale of assets |
|
|
322,082 |
|
|
|
34,600 |
|
Purchase of property and equipment |
|
|
(9,794 |
) |
|
|
(28,955 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(304,389 |
) |
|
|
(552,638 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from long-term loan, net of deferred finance fees |
|
|
377,090 |
|
|
|
555,129 |
|
Repayment of long-term debt and payment of principal |
|
|
(212,683 |
) |
|
|
(12,019 |
) |
Dividends paid |
|
|
(20,143 |
) |
|
|
(21,142 |
) |
Issuance of common shares |
|
|
415 |
|
|
|
|
|
Acquisition of treasury stock |
|
|
|
|
|
|
(717 |
) |
Increase in restricted cash |
|
|
(3,375 |
) |
|
|
(8,375 |
) |
Net expenses from warrant exercise |
|
|
(2,060 |
) |
|
|
|
|
Contributions to noncontrolling shareholders |
|
|
(470 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
138,774 |
|
|
|
512,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)/increase in cash and cash equivalents |
|
|
(40,733 |
) |
|
|
105,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
173,933 |
|
|
|
133,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
133,200 |
|
|
$ |
238,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
54,144 |
|
|
$ |
37,738 |
|
Cash paid for income taxes |
|
$ |
478 |
|
|
$ |
2,508 |
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities |
|
|
|
|
|
|
|
|
For issuance of convertible debt in connection with the acquisition of vessels |
|
$ |
|
|
|
$ |
32,046 |
|
For issuance of preferred stock in connection with the acquisition of vessels |
|
$ |
33,715 |
|
|
$ |
22,585 |
|
Equity in net earnings of affiliated companies |
|
$ |
29,417 |
|
|
$ |
19,957 |
|
Disclosure of Non-GAAP Financial Measures
EBITDA represents net income plus interest and finance costs plus depreciation and amortization and
income taxes, if any, unless otherwise stated. EBITDA is included because it is used by certain
investors to measure a companys financial performance. EBITDA is a non-GAAP financial measure
and should not be considered a substitute for net income, cash flow from operating activities and
other operations or cash flow statement data prepared in accordance with accounting principles
generally accepted in the United States or as a measure of profitability or liquidity.
EBITDA is presented to provide additional information with respect to Navios Holdings ability to
satisfy its obligations including debt service, capital expenditures, working capital requirements
and payment of dividends. While EBITDA is frequently used as a measure of operating results and the
ability to meet debt service requirements, the definition of EBITDA used here may not be comparable
to that used by other companies due to differences in methods of calculation.
EBITDA Reconciliation to Cash from Operations
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
September 30, |
|
|
September 30, |
|
(in thousands of U.S. dollars) |
|
2010 |
|
|
2009 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Net cash provided by operating activities |
|
$ |
73,519 |
|
|
$ |
31,276 |
|
Net increase/(decrease) in operating assets |
|
|
(4,996 |
) |
|
|
18,643 |
|
Net increase in operating liabilities |
|
|
(19,338 |
) |
|
|
(14,710 |
) |
Net interest cost |
|
|
22,486 |
|
|
|
13,775 |
|
Deferred finance charges |
|
|
(2,134 |
) |
|
|
(1,087 |
) |
Provision for losses on accounts receivable |
|
|
(1,242 |
) |
|
|
(334 |
) |
Unrealized (loss)/gain on FFA derivatives,
warrants and interest rate swaps |
|
|
(4,549 |
) |
|
|
5,303 |
|
Earnings in affiliates, net of dividends received |
|
|
2,090 |
|
|
|
3,214 |
|
Payments for drydock and special survey |
|
|
1,827 |
|
|
|
1,451 |
|
Noncontrolling interest |
|
|
842 |
|
|
|
(1,785 |
) |
Transaction Expenses |
|
|
(5,619 |
) |
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
62,886 |
|
|
$ |
55,746 |
|
|
|
|
|
|
|
|
Navios Logistics EBITDA Reconciliation to Net Income
|
|
|
|
|
|
|
|
|
|
|
Three Month Period Ended |
|
|
|
September 30, 2010 |
|
|
September 30, 2009 |
|
(Expressed in thousands of U.S. dollars) |
|
(unaudited) |
|
|
(unaudited) |
|
Net income attributable to Navios Holdings
shareholders |
|
$ |
1,457 |
|
|
$ |
4,882 |
|
Depreciation and amortization |
|
|
5,530 |
|
|
|
5,451 |
|
Amortization of deferred drydock costs |
|
|
114 |
|
|
|
74 |
|
Interest income/expense and financing costs, net |
|
|
1,113 |
|
|
|
1,558 |
|
Income taxes |
|
|
168 |
|
|
|
(517 |
) |
|
|
|
|
|
|
|
EBITDA |
|
$ |
8,382 |
|
|
$ |
11,448 |
|
|
|
|
|
|
|
|
EBITDA Reconciliation to Cash from Operations
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
September 30, |
|
|
September 30, |
|
(in thousands of U.S. dollars) |
|
2010 |
|
|
2009 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Net cash provided by operating activities |
|
$ |
124,882 |
|
|
$ |
144,992 |
|
Net increase/(decrease) in operating assets |
|
|
13,619 |
|
|
|
(8,001 |
) |
Net increase in operating liabilities |
|
|
(2,100 |
) |
|
|
(34,549 |
) |
Net interest cost |
|
|
64,877 |
|
|
|
42,877 |
|
Deferred finance charges |
|
|
(5,244 |
) |
|
|
(3,215 |
) |
Provision for losses on accounts receivable |
|
|
(6,680 |
) |
|
|
(1,375 |
) |
Unrealized (loss)/gain on FFA derivatives, warrants and interest
rate swaps |
|
|
(8,146 |
) |
|
|
1,483 |
|
Gain on change in control |
|
|
17,742 |
|
|
|
|
|
Earnings in affiliates and joint ventures, net of dividends received |
|
|
3,715 |
|
|
|
692 |
|
Payments for drydock and special survey |
|
|
8,556 |
|
|
|
3,282 |
|
Noncontrolling interest |
|
|
193 |
|
|
|
(3,763 |
) |
Non cash compensation received |
|
|
|
|
|
|
6,082 |
|
Unrealized losses on available for sale securities |
|
|
|
|
|
|
(13,778 |
) |
Gain on sale of assets |
|
|
26,134 |
|
|
|
16,790 |
|
Transaction Expenses |
|
|
(5,619 |
) |
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
231,929 |
|
|
$ |
151,517 |
|
|
|
|
|
|
|
|
Navios Logistics EBITDA Reconciliation to Net Income
|
|
|
|
|
|
|
|
|
|
|
Nine Month Period Ended |
|
|
|
September 30, 2010 |
|
|
September 30, 2009 |
|
(Expressed in thousands of U.S. dollars) |
|
(unaudited) |
|
|
(unaudited) |
|
Net income attributable to Navios Holdings
shareholders |
|
$ |
3,325 |
|
|
$ |
8,498 |
|
Depreciation and amortization |
|
|
16,872 |
|
|
|
16,078 |
|
Amortization of deferred drydock costs |
|
|
283 |
|
|
|
194 |
|
Interest income/expense and financing costs, net |
|
|
3,153 |
|
|
|
3,310 |
|
Income taxes |
|
|
(876 |
) |
|
|
(2,242 |
) |
|
|
|
|
|
|
|
EBITDA |
|
$ |
22,757 |
|
|
$ |
25,838 |
|
|
|
|
|
|
|
|
EXHIBIT II
Owned Vessels
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deadweight |
Vessels(1) |
|
Type |
|
Built |
|
(in metric tons) |
Navios Ionian |
|
Ultra Handymax |
|
2000 |
|
|
52,067 |
|
Navios Celestial |
|
Ultra Handymax |
|
2009 |
|
|
58,063 |
|
Navios Vector |
|
Ultra Handymax |
|
2002 |
|
|
50,296 |
|
Navios Horizon |
|
Ultra Handymax |
|
2001 |
|
|
50,346 |
|
Navios Herakles |
|
Ultra Handymax |
|
2001 |
|
|
52,061 |
|
Navios Achilles |
|
Ultra Handymax |
|
2001 |
|
|
52,063 |
|
Navios Meridian |
|
Ultra Handymax |
|
2002 |
|
|
50,316 |
|
Navios Mercator |
|
Ultra Handymax |
|
2002 |
|
|
53,553 |
|
Navios Arc |
|
Ultra Handymax |
|
2003 |
|
|
53,514 |
|
Navios Hios |
|
Ultra Handymax |
|
2003 |
|
|
55,180 |
|
Navios Kypros |
|
Ultra Handymax |
|
2003 |
|
|
55,222 |
|
Navios Ulysses |
|
Ultra Handymax |
|
2007 |
|
|
55,728 |
|
Navios Vega |
|
Ultra Handymax |
|
2009 |
|
|
58,792 |
|
Navios Magellan |
|
Panamax |
|
2000 |
|
|
74,333 |
|
Navios Star |
|
Panamax |
|
2002 |
|
|
76,662 |
|
Navios Asteriks |
|
Panamax |
|
2005 |
|
|
76,801 |
|
Navios Orbiter |
|
Panamax |
|
2004 |
|
|
76,602 |
|
Navios Bonavis |
|
Capesize |
|
2009 |
|
|
180,022 |
|
Navios Happiness |
|
Capesize |
|
2009 |
|
|
180,022 |
|
Navios Lumen |
|
Capesize |
|
2009 |
|
|
180,661 |
|
Navios Stellar |
|
Capesize |
|
2009 |
|
|
169,001 |
|
Navios Phoenix |
|
Capesize |
|
2009 |
|
|
180,242 |
|
Navios Antares |
|
Capesize |
|
2010 |
|
|
169,059 |
|
Navios Buena Ventura |
|
Capesize |
|
2010 |
|
|
179,132 |
|
Owned
|
Vessels to be delivered |
|
|
|
|
|
|
|
Deadweight |
Vessel Name |
|
Vessel Type |
|
Delivery Date |
|
(in metric tons) |
Navios Luz
|
|
Capesize
|
|
11/2010
|
|
|
179,144 |
|
Navios Etoile
|
|
Capesize
|
|
11/2010
|
|
|
180,000 |
|
Navios Bonheur
|
|
Capesize
|
|
12/2010
|
|
|
180,000 |
|
Navios Altamira
|
|
Capesize
|
|
2/2011
|
|
|
180,000 |
|
Navios Azimuth
|
|
Capesize
|
|
3/2011
|
|
|
180,000 |
|
Long term Chartered-in Fleet in Operation
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
|
Purchase |
Vessel Name |
|
Vessel Type |
|
Built |
|
Deadweight |
|
Option(2) |
|
|
|
|
|
|
(in metric tons) |
|
|
Navios Astra(3) |
|
Ultra Handymax |
|
2006 |
|
53,468 |
|
Yes |
Navios Primavera |
|
Ultra Handymax |
|
2007 |
|
53,464 |
|
Yes |
Navios Armonia |
|
Ultra Handymax |
|
2008 |
|
55,100 |
|
No |
Navios Orion |
|
Panamax |
|
2005 |
|
76,602 |
|
No |
Navios Titan |
|
Panamax |
|
2005 |
|
82,936 |
|
No |
Navios Altair |
|
Panamax |
|
2006 |
|
83,001 |
|
No |
Navios Esperanza |
|
Panamax |
|
2007 |
|
75,200 |
|
No |
Golden Heiwa |
|
Panamax |
|
2007 |
|
76,662 |
|
No |
Torm Antwerp |
|
Panamax |
|
2008 |
|
75,250 |
|
No |
Beaufiks |
|
Capesize |
|
2004 |
|
180,181 |
|
Yes |
Rubena N |
|
Capesize |
|
2006 |
|
203,233 |
|
No |
Formosabulk Brave |
|
Capesize |
|
2001 |
|
170,000 |
|
No |
SC Lotta |
|
Capesize |
|
2009 |
|
170,500 |
|
No |
King Ore |
|
Capesize |
|
2010 |
|
176,800 |
|
No |
Phoenix Beauty |
|
Capesize |
|
2010 |
|
169,150 |
|
No |
Long-term Chartered-in to be Delivered
|
|
|
|
|
|
Delivery |
|
Purchase |
|
|
Vessels |
|
Type |
|
Date |
|
Option |
|
DWT |
Navios Serenity |
|
Handysize |
|
05/2011 |
|
Yes (4) |
|
34,718 |
Navios TBN |
|
Handysize |
|
09/2012 |
|
Yes (4) |
|
34,718 |
Navios TBN |
|
Capesize |
|
12/2011 |
|
Yes |
|
181,000 |
Kleimar TBN |
|
Capesize |
|
07/2012 |
|
Yes |
|
180,000 |
Navios TBN |
|
Capesize |
|
06/2013 |
|
Yes |
|
180,000 |
Navios TBN |
|
Ultra Handymax |
|
12/2011 |
|
Yes |
|
61,000 |
Navios TBN |
|
Ultra Handymax |
|
05/2013 |
|
Yes |
|
61,000 |
Navios TBN |
|
Ultra Handymax |
|
10/2013 |
|
Yes |
|
61,000 |
Navios TBN |
|
Panamax |
|
01/2013 |
|
Yes |
|
82,100 |
Navios TBN |
|
Panamax |
|
09/2011 |
|
Yes |
|
80,000 |
Navios TBN |
|
Panamax |
|
07/2013 |
|
Yes (4) |
|
80,500 |
Navios TBN |
|
Panamax |
|
09/2013 |
|
Yes (4) |
|
80,500 |
Navios TBN |
|
Panamax |
|
11/2013 |
|
Yes (4) |
|
80,500 |
|
|
|
(1) |
|
Owned fleet does not include Navios Fulvia and Navios Melodia, as on November 15, 2010, Navios
Holdings sold both vessels to Navios Maritime Partners L.P. (Navios Partners) for a total of
$177.0 million, payable in the form of $162.0 million in cash and 788,370 common units in Navios
Partners. |
|
(2) |
|
Generally, Navios Holdings may exercise its purchase option after three to five years of service. |
|
(3) |
|
Navios Holdings exercised its option in Q3 2010 to purchase Navios Astra for $21.0 million.
Navios Astra is estimated to be delivered during the first quarter of 2011. |
|
(4) |
|
The initial 50% purchase option on each vessel is held by Navios Holdings. |
SOURCE Navios Maritime Holdings Inc.