Navios Maritime Holdings Inc. (“Navios Holdings” or “the Company”) (NYSE: NM), a global seaborne shipping and logistics company, today reported financial results for the second quarter and six month period ended June 30, 2019.

Angeliki Frangou, Chairman and Chief Executive Officer, stated, “I am pleased with the results of the second quarter of 2019 for which we reported revenue of $147.2 million and Adjusted EBITDA of $62.6 million.”

Angeliki Frangou continued, “Charter rates in the dry bulk sector have been robust lately. While NM earned a TCE rate of $10,500 per day for the second quarter of 2019, the capesize 5TC rate is currently over $35,000 per day.”

HIGHLIGHTS – RECENT DEVELOPMENTS

Sale of Ship Management for $20.0 Million and a Five-Year Services Agreement

In August 2019, Navios Holdings sold its ship management division and certain general partnership interests (the “Transaction”) to N Shipmanagement Acquisition Corp. and related entities (“NSM”), affiliated with Company’s Chairman and Chief Executive Officer, Angeliki Frangou. The Company received aggregate consideration of $20.0 million (including assumption of liabilities) and new five-year service agreements under which NSM will provide technical and commercial management services at fixed rates (as described below) and administrative services, reimbursed at allocable cost.

As a result of the Transaction:

  • The Company is a holding company owning dry bulk vessels and various investments in entities owning maritime and infrastructure assets.
  • NSM owns all entities providing ship management services and employs all associated people.
  • The Company will pay a fixed rate of $3,700 per day per vessel, which will cover all technical and commercial management services and operating costs, other than dry-docking and special surveys. This rate will be fixed for a two-year period and will increase thereafter by 3% annually.
  • NSM will provide all administrative services to the Company and will be reimbursed at allocable cost.
  • NSM will own the general partner interests in Navios Maritime Containers L.P. (“Navios Containers”) and Navios Maritime Partners L.P.

The Company simultaneously entered into a secured loan agreement with NSM whereby the Company agreed to repay NSM $125.0 million (subject to post-closing adjustment) over a five-year period. Principal amount generally reflects the net amount of liabilities to the entities acquired by NSM. Of the amount owed, $47.0 million will be repayable during the first 12 months in equal quarterly installments, with the remaining principal amount repayable in equal quarterly installments over the following 48 months. In certain cases, amortization can be deferred. The loan agreement provides for interest at 5% annually, and 7% annually for deferred principal amounts.

The closing of the Transaction occurred simultaneously with the execution of the definitive transaction agreements.

The Company’s Board of Directors formed a Special Committee of independent and disinterested directors to consider the Transaction. The Special Committee, with the assistance of its independent financial and legal advisors, exclusively negotiated the terms of the transaction agreements and approved the transaction on behalf of the Board of Directors.

Pareto Securities AS acted as financial advisor and Debevoise & Plimpton LLP acted as legal counsel to the Special Committee.

Fleet Update

From the beginning of 2017 through 2019 YTD, Navios Holdings has decreased by 26% the average age of its owned fleet including long-term bareboat chartered-in vessels.

In August 2019, the Company took delivery of the Navios Herakles I, a newbuilt bareboat chartered-in Kamsarmax of 81,600 dwt.

In August 2019, the Company acquired from an unrelated third party, a previously chartered-in vessel, the Navios Victory, a 2014-built, 77,095 dwt vessel, for a total acquisition price of $14.5 million, which was paid in cash.

In July 2019, the Company agreed to sell to an unrelated third party the Navios Primavera, a 2007-built Ultra Handymax vessel of 53,464 dwt, for a sale price of $10.3 million.

Navios Holdings controls a fleet of 57 vessels (including one vessel agreed to be sold) totaling 6.0 million dwt, of which 31 are owned and 26 are chartered-in under long-term charters (collectively, the "Core Fleet"). The fleet consists of 18 Capesize, 28 Panamax, 9 Ultra-Handymax and two Handysize vessels, with an average age of 7.5 years, basis fully delivered fleet.

As of August 28, 2019, Navios Holdings has chartered-out 90.8% of available days for the remaining six months of 2019, out of which 62.7% are chartered-out on fixed rate and 28.1% on index. The average contracted daily charter-in rate for the long-term charter-in vessels for the remaining six months of 2019 is $13,841 per day.

The above figures do not include the fleets of Navios South American Logistics Inc. (“Navios Logistics”) and Navios Containers and vessels servicing contracts of affreightment.

Exhibit II provides certain details of the Core Fleet of Navios Holdings. It does not include the fleets of Navios Logistics and Navios Containers.

Earnings Highlights

EBITDA, Adjusted EBITDA, Adjusted Net Loss attributable to Navios Holdings’ common stockholders and Adjusted Basic Loss attributable to Navios Holdings’ common stockholders per Share are non-U.S. GAAP financial measures and should not be used in isolation or as substitution for Navios Holdings’ results calculated in accordance with U.S. GAAP.

See Exhibit I under the heading, “Disclosure of Non-GAAP Financial Measures,” for a discussion of EBITDA, Adjusted EBITDA, Adjusted Net Loss attributable to Navios Holdings’ common stockholders and Adjusted Basic Loss attributable to Navios Holdings’ common stockholders per Share of Navios Holdings (including Navios Logistics and Navios Containers), and EBITDA of Navios Logistics and Navios Containers (both on a stand-alone basis) and a reconciliation of such measures to the most comparable measures calculated under U.S. GAAP.

As of November 30, 2018, Navios Holdings obtained control over Navios Containers and consequently consolidated Navios Containers from that date onwards. Following the Transaction referred above, Navios Holdings will deconsolidate Navios Containers from August 30, 2019 onwards.

Second Quarter 2019 and 2018 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):

The second quarter 2019 and 2018 information presented below was derived from the unaudited condensed consolidated financial statements for the respective periods.

             
    Three MonthPeriod EndedJune 30, 2019     Three Month PeriodEndedJune 30, 2019Excluding Navios Containers  Three MonthPeriod EndedJune 30, 2018 
    (unaudited)   (unaudited) (unaudited)
Revenue $ 147,189     $ 113,511   $   132,051  
Net Loss attributable to Navios Holdings’ common stockholders $ (36,431 )   $ (36,320 ) $ (25,292 )
Adjusted Net Loss attributable to Navios Holdings’ common stockholders $ (4,635 ) (1)   $ (4,524 ) (1) $ (18,697 ) (3)
Net cash provided by operating activities $ 24,353     $ 17,937   $ 11,708  
EBITDA $ 30,783     $ 18,049   $ 36,636  
Adjusted EBITDA $ 62,579   (1)   $ 49,845   (1) $ 43,231   (3)
Basic Loss attributable to Navios Holdings’ common stockholders per Share(4) $ (1.49 )   $ (1.48 ) $ (2.33 )
Adjusted Basic Loss attributable to Navios Holdings’ common stockholders per Share(4) $ (0.54 ) (2)   $ (0.53 ) (2) $ (1.78 ) (3)
(1)   Adjusted EBITDA and Adjusted Net Loss attributable to Navios Holdings’ common stockholders for the three month period ended June 30, 2019 exclude (i) $18.3 million of impairment losses due to the sale of four drybulk vessels and (ii) $13.5 million of other-than-temporary impairment (“OTTI”) loss related to our investment in an affiliate company.
(2)   Adjusted Basic Loss attributable to Navios Holdings’ common stockholders per Share for the three month period ended June 30, 2019 exclude the items referred in footnote (1) as well as a gain of $20.2 million related to the tender offer for the Company’s preferred stock and the conversion of accrued dividends on private preferred stock to common stock.
(3)   Adjusted EBITDA, Adjusted Net Loss attributable to Navios Holdings’ common stockholders and Adjusted Basic Loss attributable to Navios Holdings’ common stockholders per Share for the three month period ended June 30, 2018 exclude a $6.6 million impairment loss relating to the sale of one drybulk vessel.
(4)   Basic and Adjusted Basic Loss attributable to Navios Holdings’ common stockholders per Share post reverse stock split adjusted for all periods presented.
     

Revenue from dry bulk vessel operations for the three month period ended June 30, 2019 was $52.9 million, as compared to $72.0 million for the same period during 2018. The decrease in dry bulk revenue was mainly attributable to the decrease in the time charter equivalent (“TCE”) per day by 10.9% to $10,500 per day in the second quarter of 2019, as compared to $11,791 per day in the same period of 2018.

Revenue from the logistics business was $60.6 million for the three month period ended June 30, 2019 as compared to $60.1 million for the same period in 2018. The increase was mainly attributable to (i) a $4.5 million increase in revenue from the barge business mainly due to an increase in revenue from liquid cargo transportation, (ii) a $2.9 million increase in revenue from the cabotage business mainly due to an increase in operating days of the cabotage fleet and (iii) a $0.3 million increase in revenue from the port terminal business mainly due to an increase in the iron ore port terminal revenue. The overall increase was partially offset by a $7.2 million decrease in sales of products mainly due to a decrease in the Paraguayan liquid port's volumes of products sold.

Revenue of Navios Containers for the three month period ended June 30, 2019 was $33.7 million. Navios Containers’ results of operations were not included in the Company’s consolidated results of operations for the three month period ended June 30, 2018.

Net Loss attributable to Navios Holdings’ common stockholders was $36.4 million for the three month period ended June 30, 2019, as compared to $25.3 million Net Loss attributable to Navios Holdings’ common stockholders for the same period in 2018. Net Loss attributable to Navios Holdings’ common stockholders was affected by items described in the table above. Excluding these items, Adjusted Net Loss attributable to Navios Holdings’ common stockholders for the three month period ended June 30, 2019 was $4.6 million, as compared to $18.7 million Adjusted Net Loss attributable to Navios Holdings’ common stockholders for the same period in 2018. This decrease in Adjusted Net Loss was mainly due to (i) a $19.4 million increase in Adjusted EBITDA, (ii) a $0.6 million decrease in amortization for deferred drydock and special survey costs, and (iii) a $0.5 million decrease in share-based compensation expense. This overall decrease of $20.5 million was partially mitigated by (i) a $4.8 million increase in depreciation and amortization, (ii) a $1.0 million increase in interest expense and finance cost, net, and (iii) a $0.6 million increase in income tax expense.

Net Income of Navios Logistics, on a standalone basis, was $9.7 million for the three month period ended June 30, 2019 as compared to $4.0 million of Net income for the same period in 2018.

Net Loss of Navios Containers, on a standalone basis, was $3.1 million for the three month period ended June 30, 2019. Navios Containers’ results of operations were not included in the Company’s consolidated results of operations for the three month period ended June 30, 2018.

Adjusted EBITDA of Navios Holdings for the three month period ended June 30, 2019 increased by $19.4 million to $62.6 million, as compared to $43.2 million for the same period in 2018. The increase in Adjusted EBITDA was primarily due to (i) a $15.1 million increase in revenue, (ii) a $10.3 million increase in other income, net, (iii) a $8.8 million decrease in time charter, voyage and logistics business expenses; (iv) a $5.7 million increase in gain on bond extinguishment, and (v) a $0.8 million decrease in net income attributable to noncontrolling interest. This overall increase of $40.7 million was partially mitigated by (i) a $18.6 million increase in direct vessel expenses (excluding the amortization of deferred drydock and special survey costs), (ii) a $2.4 million increase in general and administrative expenses (excluding share-based compensation expenses), and (iii) a $0.3 million decrease in equity in net earnings from affiliated companies.

EBITDA of Navios Logistics, on a standalone basis, was $27.5 million for the three month period ended June 30, 2019, as compared to $22.4 million for the same period in 2018.

EBITDA of Navios Containers, on a standalone basis, was $9.8 million for the three month period ended June 30, 2019.

First Half of 2019 and 2018 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):

The information for the six month period ended June 30, 2019 and 2018 presented below was derived from the unaudited condensed consolidated financial statements for the respective periods.

    Six MonthPeriod EndedJune 30, 2019   Six MonthPeriod Ended June 30, 2019Excluding NaviosContainers    Six MonthPeriod EndedJune 30, 2018
    (unaudited)   (unaudited)    (unaudited)
Revenue $ 287,469     $ 221,959     $ 248,933  
Net Loss attributable to Navios Holdings’ common stockholders $ (41,735 )   $ (41,616 )   $ (66,149 )
Adjusted Net Loss attributable to Navios Holdings’ common stockholders $ (4,408 ) (1)   $ (4,289 ) (1)   $ (52,839 ) (3)
Net cash provided by operating activities $ 42,676     $ 36,297     $ 29,514  
EBITDA $ 93,785     $ 68,773     $ 58,019  
Adjusted EBITDA $ 131,112   (1)   $ 106,100  (1)   $ 71,329   (3)
Basic Loss attributable to Navios Holdings’ common stockholders per Share(4) $ (0.16 )   $ (0.15 )   $ (5.97 )
Adjusted Basic Loss attributable to Navios Holdings’ common stockholders per Share(4) $ (0.73 ) (2)   $ (0.72 ) (2)   $ (4.85 ) (3)
(1)   Adjusted EBITDA and Adjusted Net Loss attributable to Navios Holdings’ common stockholders for the six month period ended June 30, 2019 exclude (i) $23.8 million of impairment losses related to the sale of five drybulk vessels and (ii) a $13.5 million OTTI loss related to our investment in an affiliate company.
(2)   Adjusted Basic Loss attributable to Navios Holdings’ common stockholders per Share for the six month period ended June 30, 2019 exclude items referred in footnote (1) as well as a gain of $44.3 million related to the tender offer of the Company’s preferred stock and the conversion of accrued dividends on private preferred stock to common stock.
(3)   Adjusted EBITDA, Adjusted Net Loss attributable to Navios Holdings’ common stockholders and Adjusted Basic Loss attributable to Navios Holdings’ common stockholders per Share for the six month period ended June 30, 2018 exclude a $13.3 million impairment loss relating to the sale of two drybulk vessels.
(4)   Basic and Adjusted Basic Loss attributable to Navios Holdings’ common stockholders per Share post reverse stock split adjusted for all periods presented.
     

Revenue from dry bulk vessel operations for the six month period ended June 30, 2019 was $105.6 million, as compared to $136.6 million for the same period in 2018. The decrease in dry bulk revenue was mainly attributable to the decrease in TCE per day by 12.0% to $10,045 per day in the first half of 2019, as compared to $11,412 per day in the same period in 2018.

Revenue from the logistics business was $116.4 million for the six month period ended June 30, 2019 as compared to $112.3 million for the same period in 2018. The increase was mainly attributable to (i) a $6.3 million increase in revenue from the barge business mainly due to an increase in revenue from liquid and dry cargo transportation, (ii) a $4.1 million increase in revenue from the cabotage business mainly due to an increase in operating days of the cabotage fleet, and (iii) a $3.2 million increase in revenue from the port terminal business mainly due to an increase in the volumes transshipped in the grain port terminal. The overall increase was partially mitigated by a $9.5 million decrease in sales of products mainly due to a decrease in the Paraguayan liquid port's volumes of products sold.

Revenue of Navios Containers for the six month period ended June 30, 2019 was $65.5 million and consisted of time charter revenues. Navios Containers’ results of operations were not included in the Company’s consolidated results of operations for the six month period ended June 30, 2018.

Net Loss of Navios Holdings was $41.7 million for the six month period ended June 30, 2019, as compared to $66.1 million for the same period in 2018. Net Loss was affected by items described in the table above. Excluding these items, Adjusted Net Loss of Navios Holdings for the six month period ended June 30, 2019 was $4.4 million, as compared to $52.8 million for the same period in 2018. The $48.4 million decrease in Adjusted Net Loss was mainly due to (i) an increase in Adjusted EBITDA of $59.8 million; (ii) a decrease of $1.3 million in amortization for deferred drydock and special survey costs; and (iii) a $0.8 million decrease in share-based compensation expense. This overall decrease in Adjusted Net Loss was partially mitigated by (i) an increase in depreciation and amortization of $8.5 million; (ii) an increase in interest expense and finance cost, net of $3.6 million; and (iii) an increase in income tax expense of $1.4 million.

Net Income of Navios Logistics, on a standalone basis, was $15.0 million for the six month period ended June 30, 2019, as compared to $2.9 million for the same period in 2018.

Net Loss of Navios Containers, on a standalone basis, was $3.3 million for the six month period ended June 30, 2019. Navios Containers’ results of operations were not included in the Company’s consolidated results of operations for the six month period ended June 30, 2018.

Adjusted EBITDA of Navios Holdings for the six month period ended June 30, 2019 increased by $59.8 million to $131.1 million, as compared to $71.3 million for the same period in 2018. The $59.8 million increase in Adjusted EBITDA was primarily due to (i) a $38.6 million increase in revenue; (ii) a $21.4 million increase in bond extinguishment gains, (iii) a $20.6 million increase in other income, net, (iv) a $10.7 million decrease in time charter, voyage and logistics business expenses; and (v) a $10.5 million increase in equity in net earnings from affiliated companies. This overall increase of $101.8 million was partially mitigated by (i) a $34.7 million increase in direct vessel expenses (excluding the amortization of deferred drydock and special survey costs), (ii) a $6.1 million increase in general and administrative expenses (excluding share-based compensation expenses), and (iii) a $1.2 million increase in net income attributable to the noncontrolling interest.

EBITDA of Navios Logistics, on a standalone basis, was $51.7 million for the six month period ended June 30, 2019, as compared to $39.2 million for the same period in 2018.

EBITDA of Navios Containers, on a standalone basis, was $21.8 million for the six month period ended June 30, 2019.

Fleet Summary Data:

The following table reflects certain key indicators indicative of the performance of Navios Holdings' dry bulk operations (excluding the Navios Logistics’ and Navios Containers’ fleets) and its fleet performance for the three and six month periods ended June 30, 2019 and 2018, respectively.

    Three Month   Three Month   Six Month   Six Month
    Period Ended   Period Ended   Period Ended   Period Ended
    June 30,   June 30,   June 30,   June 30,
    2019   2018   2019   2018
    (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
                                 
Available Days (1)     4,976       5,810       10,313       11,349  
Operating Days (2)     4,959       5,800       10,271       11,315  
Fleet Utilization (3)     99.7 %     99.8 %     99.6 %     99.7 %
Equivalent Vessels (4)     55       64       57       63  
TCE (5)   $ 10,500     $ 11,791     $ 10,045     $ 11,412  
(1)   Available days for the fleet are total calendar days the vessels were in Navios Holdings' possession for the relevant period after subtracting off-hire days associated with scheduled repairs, drydocking or special surveys and ballast days relating to voyages. The shipping industry uses available days to measure the number of days in a relevant period during which vessels should be capable of generating revenues.
(2)   Operating days are the number of available days in the relevant period less the aggregate number of days that the vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a relevant period during which vessels actually generate revenues.
(3)   Fleet utilization is the percentage of time that Navios Holdings' vessels were available for generating revenue, and is determined by dividing the number of operating days during a relevant period by the number of available days during that period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels.
(4)   Equivalent Vessels is defined as the total available days during a relevant period divided by the number of days of this period.
(5)   TCE is defined as voyage and time charter revenues less voyage expenses during a relevant period divided by the number of available days during the period.
     

Conference Call:

As previously announced, Navios Holdings will host a conference call today, September 5, 2019, at 8:30 am ET, at which time Navios Holdings' senior management will provide highlights and commentary on earnings results for the second quarter and six month period ended June 30, 2019.

A supplemental slide presentation will be available on the Navios Holdings website at www.navios.com under the "Investors" section by 8:00 am ET on the day of the call.

Conference Call details:

Call Date/Time: Thursday, September 5, 2019 at 8:30 am ET Call Title: Navios Holdings Q2 2019 Financial Results Conference Call US Dial In: +1.877.480.3873 International Dial In: +1.404.665.9927 Conference ID: 299 3302

The conference call replay will be available shortly after the live call and remain available for one week at the following numbers:

US Replay Dial In: +1.800.585.8367 International Replay Dial In: +1.404.537.3406 Conference ID: 299 3302

This call will be simultaneously Webcast. The Webcast will be available on the Navios Holdings website, www.navios.com, under the "Investors" section. The Webcast will be archived and available at the same Web address for two weeks following the call.

About Navios Maritime Holdings Inc.

Navios Maritime Holdings Inc. (NYSE: NM) is a global seaborne shipping and logistics company focused on the transport and transshipment of dry bulk commodities including iron ore, coal and grain. For more information about Navios Holdings please visit our website: www.navios.com.

About Navios South American Logistics Inc.

Navios South American Logistics Inc. is one of the largest logistics companies in the Hidrovia region of South America, focusing on the Hidrovia region river system, the main navigable river system in the region, and on cabotage trades along the eastern coast of South America. Navios Logistics serves the storage and marine transportation needs of its petroleum, agricultural and mining customers through its port terminals, river barge and coastal cabotage operations. For more information about Navios Logistics please visit its website: www.navios-logistics.com.

About Navios Maritime Containers L.P.

Navios Maritime Containers L.P. (NASDAQ: NMCI) is a growth vehicle dedicated to the container sector of the maritime industry. For more information, please visit its website at www.navios-containers.com.

About Navios Maritime Partners L.P.

Navios Maritime Partners L.P. (NYSE: NMM) is a publicly traded master limited partnership which owns and operates dry cargo vessels. For more information, please visit its website at www.navios-mlp.com.

About Navios Maritime Acquisition Corporation

Navios Acquisition (NYSE: NNA) is an owner and operator of tanker vessels focusing on the transportation of petroleum products (clean and dirty) and bulk liquid chemicals. For more information about Navios Acquisition, please visit its website: www.navios-acquisition.com.

Forward Looking Statements - Safe Harbor

This press release and our earnings call contain and will contain 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, including expected cash flow generation, future contracted revenues, potential capital gains, our ability to take advantage of dislocation in the market and any market recovery, and Navios Holdings' growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “may,” “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 revenue and time charters. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by Navios Holdings at the time these statements were made. 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 uncertainty relating to global trade, including prices of seaborne commodities and continuing issues related to seaborne volume and ton miles, our continued ability to enter into long-term time charters, our ability to maximize the use of our vessels, expected demand in the dry cargo shipping sector in general and the demand for our Panamax, Capesize, Ultra Handymax and Handysize vessels in particular, fluctuations in charter rates for dry cargo carriers vessels, the aging of our fleet and resultant increases in operations costs, the loss of any customer or charter or vessel, the financial condition of our customers, changes in the availability and costs of funding due to conditions in the bank market, capital markets and other factors, increases in costs and expenses, including but not limited to: crew wages, insurance, provisions, port expenses, lube oil, bunkers, repairs, maintenance, and general and administrative expenses, the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business, general domestic and international political conditions, competitive factors in the market in which Navios Holdings operates, the value of our publicly traded subsidiaries, 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, including its Forms 20-F and Forms 6-K. 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. Navios Holdings makes no prediction or statement about the performance of its common stock or debt securities.

Contact:

Navios Maritime Holdings Inc.+1.212.906.8643investors@navios.com   

EXHIBIT I

NAVIOS MARITIME HOLDINGS INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Expressed in thousands of U.S. dollars — except share and per share data)

    Three Month Period EndedJune 30, 2019     Three Month Period EndedJune 30, 2018   Six Month Period EndedJune 30, 2019   Six Month Period EndedJune 30, 2018
    (unaudited)     (unaudited)   (unaudited)   (unaudited)
Revenue     $ 147,189     $ 132,051     $ 287,469     $ 248,933  
Administrative fee revenue from affiliates       6,318       7,126       12,782       14,131  
Time charter, voyage and logistics business expenses       (45,089     (53,888 )     (94,733     (105,383 )
Direct vessel expenses(1)       (42,591     (24,533 )     (82,027     (48,797 )
General and administrative expenses incurred on behalf of affiliates       (6,318     (7,126 )     (12,782     (14,131 )
General and administrative expenses(2)       (10,444     (8,327 )     (20,470     (15,254 )
Depreciation and amortization       (29,269     (24,537 )     (59,054     (50,603 )
Interest expense and finance cost, net       (34,276     (33,253 )     (68,673     (65,063 )
Impairment loss/ loss on sale of vessels, net       (18,253 )     (6,595 )     (23,784     (13,310 )
Gain on bond extinguishment        5,712       —         21,374       —   
Other income /(expense), net       8,076       (2,242 )     13,465       (7,061 )
Loss before equity in net earnings of affiliated companies       (18,945     (21,324 )     (26,433     (56,538 )
Equity in net losses of affiliated companies       (16,779     (3,025 )     (12,502     (9,489 )
Loss before taxes     $ (35,724 )   $ (24,349 )   $ (38,935   $ (66,027 )
Income tax (expense)/ benefit       (143     502       (548     944  
Net loss       (35,867 )     (23,847 )     (39,483     (65,083 )
Less: Net income attributable to the noncontrolling interest       (564     (1,445 )     (2,252     (1,066 )
Net loss attributable to Navios Holdings common stockholders     $ (36,431   $ (25,292 )   $ (41,735   $ (66,149 )
Loss attributable to Navios Holdings common stockholders, basic and diluted     $ (18,147 )   $ (27,856 )   $ (1,957 )   $ (71,262 )
Basic and diluted loss per share attributable to Navios Holdings common stockholders     $ (1.49 )   $ (2.33 )   $ (0.16 )   $ (5.97 )
Weighted average number of shares, basic and diluted       12,219,750       11,942,314       12,219,817       11,942,297  
                                   
(1)   Includes expenses of Navios Logistics of $14.7 million and $14.6 million for the three month period ended June 30, 2019 and 2018, respectively and $27.3 million and $29.4 million for the six month period ended June 30, 2019 and 2018, respectively. Also includes expenses of Navios Containers of $16.8 million and $32.7 million for the three and six month period ended June 30, 2019, respectively.
(2)   Includes expenses of Navios Logistics of $4.4 million and $4.0 million for the three month period ended June 30, 2019 and 2018, respectively and $8.1 million and $7.9 million for the six month period ended June 30, 2019 and 2018, respectively. Also includes expenses of Navios Containers of $2.6 million and $5.1 million for the three and six month period ended June 30, 2019, respectively.
     

NAVIOS MARITIME HOLDINGS INC.

Other Financial Data

      June 30, 2019    December 31, 2018
    (unaudited)   (unaudited)
ASSETS             
Cash and cash equivalents, including restricted cash   $ 122,076   $ 150,774
Vessels, port terminals and other fixed assets, net     1,862,408     1,898,455
Goodwill and other intangibles     285,386     299,273
Operating lease assets     335,847     — 
Other current and non-current assets     332,464     333,994
Total assets   $ 2,938,181   $ 2,682,496
             
     
LIABILITIES AND EQUITY            
Long-term, debt, including current portion    $ 553,335   $ 543,899
Senior and ship mortgage notes, net     1,237,470     1,272,108
Operating lease liabilities, current portion     92,488     — 
Operating lease liabilities, net of current portion     256,073     — 
Other current and non-current liabilities     333,783     344,809
Total stockholders’ equity     465,032     521,680
Total liabilities and stockholders’ equity   $ 2,938,181   $ 2,682,496
             

Disclosure of Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA, Adjusted Net Income/(Loss) attributable to Navios Holdings’ common stockholders and Adjusted Basic Loss per Share are “non-U.S. GAAP financial measures” and should not be used in isolation or considered substitutes for net income/(loss), cash flow from operating activities and other operations or cash flow statement data prepared in accordance with generally accepted accounting principles in the United States.

EBITDA represents net income/(loss) attributable to Navios Holdings' common stockholders before interest and finance costs, before depreciation and amortization, before income taxes and before stock-based compensation. Adjusted EBITDA represents EBITDA, excluding certain items as described under “Earnings Highlights”. We use EBITDA and Adjusted EBITDA as liquidity measures and reconcile EBITDA and Adjusted EBITDA to net cash provided by operating activities, the most comparable U.S. GAAP liquidity measure. EBITDA is calculated as follows: net cash provided by operating activities adding back, when applicable and as the case may be, the effect of (i) net increase/(decrease) in operating assets, (ii) net (increase)/decrease in operating liabilities, (iii) net interest cost, (iv) deferred finance charges and gains/(losses) on bond and debt extinguishment, (v) (provision)/recovery for losses on accounts receivable, (vi) equity in affiliates, net of dividends received, (vii) payments for drydock and special survey costs, (viii) noncontrolling interest, (ix) gain/ (loss) on sale of assets/ subsidiaries and bargain gain, (x) unrealized (loss)/gain on derivatives, and (xi) loss on sale and reclassification to earnings of available-for-sale securities and impairment charges. Navios Holdings believes that EBITDA and Adjusted EBITDA are a basis upon which liquidity can be assessed and represents useful information to investors regarding Navios Holdings’ ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and pay dividends. Navios Holdings also believes that EBITDA and Adjusted EBITDA are used (i) by prospective and current lessors as well as potential lenders to evaluate potential transactions; (ii) to evaluate and price potential acquisition candidates; and (iii) by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

EBITDA and Adjusted EBITDA are presented to provide additional information with respect to the ability of Navios Holdings to satisfy its respective obligations, including debt service, capital expenditures, working capital requirements and pay dividends. While EBITDA and Adjusted EBITDA are frequently used as measures of operating results and the ability to meet debt service requirements, the definitions of EBITDA and Adjusted EBITDA used here may not be comparable to those used by other companies due to differences in methods of calculation.

EBITDA and Adjusted EBITDA have limitations as an analytical tool, and therefore, should not be considered in isolation or as a substitute for the analysis of Navios Holdings’ results as reported under U.S. GAAP. Some of these limitations are: (i) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, working capital needs; (ii) EBITDA and Adjusted EBITDA do not reflect the amounts necessary to service interest or principal payments on our debt and other financing arrangements; and (iii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future. EBITDA and Adjusted EBITDA do not reflect any cash requirements for such capital expenditures. Because of these limitations, among others, EBITDA and Adjusted EBITDA should not be considered as a principal indicator of Navios Holdings’ performance. Furthermore, our calculation of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies due to differences in methods of calculation.

Navios Logistics EBITDA is used to measure its operating performance.

We present Adjusted Net Income/(Loss) attributable to Navios Holdings’ common stockholders because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Our presentation of Adjusted Net Income/(Loss) attributable to Navios Holdings’ common stockholders adjusts net income/(loss) attributable to Navios Holdings’ common stockholders for the items described above under “Earnings Highlights”.  The definition of Adjusted Net Income/(Loss) used here may not be comparable to that used by other companies due to differences in methods of calculation.

Adjusted Basic Loss attributable to Navios Holdings’ common stockholders Per Share is defined as Adjusted Loss attributable to Navios Holdings’ common stockholders divided by the weighted average number of shares for each of the periods presented.

The following tables provide a reconciliation of EBITDA and Adjusted EBITDA of Navios Holdings (including Navios Logistics and Navios Containers) and EBITDA of Navios Logistics and Navios Containers on a stand-alone basis:

Navios Holdings Reconciliation of EBITDA and Adjusted EBITDA to Cash from Operations

  June 30,   June 30,
Three Month Period Ended 2019   2018
(in thousands of U.S. dollars) (unaudited)    (unaudited)
           
Net cash provided by operating activities $   24,353     $ 11,708  
Net (decrease)/ increase in operating assets     (7,603 )     5,711  
Net decrease/(increase) in operating liabilities   32,615       (146 )
Net interest cost     34,276       33,253  
Deferred finance charges     (2,335 )     (2,003 )
Provision for losses on accounts receivable     (240 )     (379 )
Equity in affiliates, net of dividends received     (4,234 )     (4,384 )
Payments for drydock and special survey costs     2,794       916  
Noncontrolling interest     (564 )     (1,445 )
Impairment loss on investment in affiliate     (13,543 )     —   
Impairment loss/ loss on sale of vessels, net     (18,253 )      (6,595 )
Amortization of operating lease assets     (22,195 )      —   
Gain on bond extinguishment   5,712        —   
EBITDA $   30,783     $ 36,636  
Impairment loss/ loss on sale of vessels, net     18,253       6,595  
Impairment loss on investment in affiliate   13,543       —   
Adjusted EBITDA $ 62,579     $ 43,231  
Three Month Period Ended(in thousands of U.S. dollars) June 30, 2019   June 30, 2018
  (unaudited)   (unaudited)
Net cash provided by operating activities $    24,353     $    11,708  
Net cash used in investing activities $ (38,099 )   $ (5,250 )
Net cash provided by/ (used in) financing activities $    6,464     $ (6,879 )
Adjusted EBITDA breakdown          
           
  June 30,   June 30,
Three Month Period Ended 2019   2018
(in thousands of U.S. dollars) (unaudited)   (unaudited)
           
Core shipping operations $   29,100     $   25,296  
Navios Logistics (including noncontrolling interest)     23,981         20,960  
Navios Containers (including noncontrolling interest)     12,734       —   
Equity in net losses of affiliated companies     (3,236 )       (3,025 )
Adjusted EBITDA $   62,579     $   43,231  
               

Navios Logistics EBITDA Reconciliation to Net Income

  June 30,   June 30,
Three Month Period Ended 2019   2018
(in thousands of U.S. dollars) (unaudited)   (unaudited)
Net income $ 9,696   $ 3,994  
Depreciation and amortization   7,310     7,152  
Amortization of deferred drydock and special survey costs   1,132     1,831  
Interest expense and finance cost, net   9,265     9,997  
Income tax expense/(benefit)   85     (569 )
EBITDA $ 27,488   $ 22,405  
             

Navios Containers Reconciliation of EBITDA to Cash from Operations

  June 30,2019
Three Month Period Ended
(in thousands of U.S. dollars) (unaudited)
Net cash provided by operating activities $   6,418  
Net decrease in operating assets    (1,209 )
Net decrease in operating liabilities     269  
Net interest cost     4,113  
Deferred finance charges    (267 )
Payments for drydock and special survey costs     467  
EBITDA $ 9,791  
       

Navios Holdings Reconciliation of EBITDA and Adjusted EBITDA to Cash from Operations

  June 30,    June 30,
Six Month Period Ended 2019   2018
(in thousands of U.S. dollars) (unaudited)    (unaudited)
           
Net cash provided by operating activities $   42,676     $ 29,514  
Net increase in operating assets   7       9,333  
Net decrease/ (increase) in operating liabilities   45,833       (21,781 )
Net interest cost     68,673       65,063  
Deferred finance charges     (4,192 )     (3,645 )
Provision for losses on accounts receivable     (816 )     (812 )
Equity in affiliates, net of dividends received     (994 )     (11,321 )
Payments for drydock and special survey costs     6,917       6,016  
Noncontrolling interest     (2,252 )     (1,066 )
Other gain on assets   —        28  
Impairment loss/ loss on sale of vessels, net     (23,784 )     (13,310 )
Gain on bond extinguishment     21,374       —   
Amortization of operating lease asset     (46,114 )      
Impairment loss on investment in affiliate     (13,543 )      
EBITDA $   93,785     $ 58,019  
Impairment loss/ loss on sale of vessels, net   23,784       13,310  
Impairment loss on investment in affiliate   13,543       —   
Adjusted EBITDA $   131,112     $ 71,329  
Six Month Period Ended June 30,2019   June 30,2018
(in thousands of U.S. dollars) (unaudited)   (unaudited)
       
Net cash provided by operating activities $   42,676     $    29,514  
Net cash used in investing activities $ (44,705 )   $ (22,750 )
Net cash used in financing activities $ (26,669 )   $ (19,522 )
Adjusted EBITDA breakdown          
           
  June 30,   June 30,
Six Month Period Ended 2019   2018
(in thousands of U.S. dollars) (unaudited)   (unaudited)
           
Core shipping operations $   58,835   $   42,673  
Navios Logistics (including noncontrolling interest)     46,224       38,145  
Navios Containers (including noncontrolling interest)     25,012      
Equity in net earnings/(losses) of affiliated companies     1,041       (9,489 )
Adjusted EBITDA $   131,112   $   71,329  
             

Navios Logistics EBITDA Reconciliation to Net Income

  June 30,   June 30,
Six Month Period Ended 2019   2018
(in thousands of U.S. dollars) (unaudited)   (unaudited)
Net income $ 15,001   $ 2,947  
Depreciation and amortization   14,656     14,380  
Amortization of deferred drydock and special survey costs   2,458     3,721  
Interest expense and finance cost, net   19,103     19,242  
Income tax expense/ (benefit)   432      (1,079 )
EBITDA $ 51,650   $ 39,211  
             

Navios Containers Reconciliation of EBITDA to Cash from Operations

  June 30,2019
Six Month Period Ended
(in thousands of U.S. dollars) (unaudited)
Net cash provided by operating activities $ 6,381  
Net increase in operating assets   2,656  
Net decrease in operating liabilities   2,287  
Net interest cost   7,666  
Deferred finance charges   (326 )
Payments for drydock and special survey costs   3,174  
EBITDA $ 21,838  
       

EXHIBIT II

Owned Vessels

Vessel Name   Vessel Type   Year Built   Deadweight (in metric tons)
Navios Serenity   Handysize   2011   34,690
Navios Hios   Ultra Handymax   2003   55,180
Navios Kypros   Ultra Handymax   2003   55,222
Navios Astra   Ultra Handymax   2006   53,468
Navios Primavera(1)   Ultra Handymax   2007   53,464
Navios Ulysses   Ultra Handymax   2007   55,728
Navios Celestial   Ultra Handymax   2009   58,063
Navios Vega   Ultra Handymax   2009   58,792
Navios Star   Panamax   2002   76,662
Navios Amitie   Panamax   2005   75,395
Navios Northern Star   Panamax   2005   75,395
Navios Taurus   Panamax   2005   76,596
Navios Asteriks   Panamax   2005   76,801
N Amalthia   Panamax   2006   75,318
Navios Galileo   Panamax   2006   76,596
N Bonanza   Panamax   2006   76,596
Navios Avior   Panamax   2012   81,355
Navios Centaurus   Panamax   2012   81,472
Navios Victory   Panamax   2014   77,095
Navios Stellar   Capesize   2009   169,001
Navios Bonavis   Capesize   2009   180,022
Navios Happiness   Capesize   2009   180,022
Navios Phoenix   Capesize   2009   180,242
Navios Lumen   Capesize   2009   180,661
Navios Antares   Capesize   2010   169,059
Navios Etoile   Capesize   2010   179,234
Navios Bonheur   Capesize   2010   179,259
Navios Altamira   Capesize   2011   179,165
Navios Azimuth   Capesize   2011   179,169
Navios Ray   Capesize   2012   179,515
Navios Gem    Capesize   2014   181,336

(1) Agreed to be sold

Long-term Chartered-in Fleet in Operation 

Vessel Name   Vessel Type   Year Built   Deadweight (in metric tons)   Purchase Option(1)
Navios Lyra   Handysize   2012   34,718   Yes (2)
Navios Mercury   Ultra Handymax   2013   61,393   Yes
Navios Venus   Ultra Handymax   2015   61,339   Yes
Navios Marco Polo   Panamax   2011   80,647   Yes
Navios Southern Star   Panamax   2013   82,224   Yes
Elsa S   Panamax   2015   80,954   No
Navios Amber   Panamax   2015   80,994   Yes
Navios Sky   Panamax   2015   82,056   Yes
Navios Coral   Panamax   2016   84,904   Yes
Navios Citrine   Panamax   2017   81,626   Yes
Navios Dolphin   Panamax   2017   81,630   Yes
Mont Blanc Hawk   Panamax   2017   81,638   No
Cassiopeia Ocean   Panamax   2018   82,069   No
Navios Gemini   Panamax   2018   81,704     No (3)
Navios Horizon I   Panamax   2019   81,692     No (3)
King Ore   Capesize   2010   176,800   Yes
Navios Koyo   Capesize   2011   181,415   Yes
Navios Obeliks   Capesize   2012   181,415   Yes
Dream Canary   Capesize   2015   180,528   Yes
Dream Coral   Capesize   2015   181,249   Yes
Navios Felix   Capesize   2016   181,221   Yes
(1)   Generally, Navios Holdings may exercise its purchase option after three to five years of service.
(2)   Navios Holdings holds the initial 50% purchase option on the vessel.
(3)   Navios Holdings has the right of first refusal and profit share on sale of vessel.

Long-term Bareboat Chartered-in Fleet in Operation 

Vessel Name   Vessel Type   Year Built   Deadweight (in metric tons)   Purchase Option
Navios Herakles I   Panamax   2019   81,600   Yes

Long-term Bareboat Chartered-in Fleet to be delivered

Vessel Name   Vessel Type   Delivery date   Deadweight (in metric tons)   Purchase Option(1)
Navios Felicity I   Panamax   Q4 2019   81,000   Yes
Navios Uranus   Panamax   Q4 2019   81,600   Yes
Navios Galaxy II   Panamax   Q1 2020   81,600   Yes
Navios Magellan II   Panamax   Q2 2020   81,000   Yes
(1)   Generally, Navios Holdings may exercise its purchase option after three to five years of service.
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