EX-99.1 2 v347760_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

NEWLEAD HOLDINGS LTD.

CONSOLIDATED BALANCE SHEETS

(All amounts expressed in thousands of U.S. dollars except share amounts)

	As of December 31,			As of December 31,
	2012			2011
	(unaudited)

ASSETS
Current assets
Cash and cash equivalents	$	1,043		$	5,119
Restricted cash		1,311			250
Trade receivables, net		3,586			12,522
Other receivables		4,980			3,398
Due from related parties		5			82
Inventories		81			1,686
Prepaid expenses		646			2,520
Backlog asset		-			2,404
Deferred charges, net		573			5,742
Total current assets		12,225			33,723

Restricted cash		31			31
Investments in Joint Ventures		1,040			-
Vessels under construction		-			7,055
Advance for acquisition of coal property		11,000			-
Assets held for sale		-			86,082
Vessels and other fixed assets, net		37,503			269,519
Backlog asset		-			342
Total non-current assets		49,574			363,029
Total assets	$	61,799		$	396,752

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt	$	78,739		$	339,722
Accounts payable, trade		13,434			38,927
Senior convertible notes, net		62,552			53,391
Accrued liabilities		10,660			32,489
Capital lease obligations		-			107,527
Promissory notes payable		11,000			-
Deferred income		-			2,111
Derivative financial instruments		767			8,808
Due to related parties		90			445
Due to managing agent		184			184
Total current liabilities		177,426			583,604

Non-current liabilities
Unearned profit		-			9,083
Deferred income		-			800
Other non-current liabilities		-			5,699
Total non-current liabilities		-			15,582
Total liabilities		177,426			599,186

Commitments and contingencies
Shareholders' equity
Preference Shares, $0.01 par value, 500 million shares authorized, none issued		-			-
Common Shares, $0.01 par value, 1 billion shares authorized, 397.1 million and 7.8 million shares issued and outstanding as of December 31, 2012 and December 31, 2011, respectively		3,971			79
Additional paid-in capital		696,796			209,956
Accumulated deficit		(815,031	)		(412,469	)
Total NewLead Holdings' shareholders' deficit		(114,264	)		(202,434	)

Noncontrolling interest		(1,363	)		-
Total shareholders' equity		(115,627	)		(202,434	)
Total liabilities and shareholders' equity	$	61,799		$	396,752

NEWLEAD HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts expressed in thousands of U.S. dollars except share and per share amounts)

	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2010
	(unaudited)			(unaudited)⁽¹⁾			(unaudited)⁽¹⁾

OPERATING REVENUES	$	8,928		$	12,220		$	17,438

EXPENSES:
Commissions		(107	)		(150	)		(436	)
Voyage expenses		(158	)		(146	)		(4,799	)
Vessel operating expenses		(3,266	)		(2,928	)		(9,714	)
General and administrative expenses		(8,249	)		(16,521	)		(15,311	)
Depreciation and amortization expenses		(6,564	)		(8,180	)		(4,237	)
Impairment losses		(7,054	)		(83,950	)		(39,515	)
Gain on sale of vessels, net		-			-			1,168
Management fees		-			-			(715	)
		(25,398	)		(111,875	)		(73,559	)
Operating loss from continuing operations		(16,470	)		(99,655	)		(56,121	)
OTHER (EXPENSES) / INCOME, NET:
Interest and finance expense		(86,549	)		(22,672	)		(18,550	)
Loss on extinguishment of convertible notes		(293,109	)		-			-
Interest income		-			68			532
Other (expense) / income, net		(3,528	)		(1,457	)		1
Change in fair value of derivatives		-			-			1,592
Total other expenses, net		(383,186	)		(24,061	)		(16,425	)
Loss before equity in net earnings in Joint Ventures		(399,656	)		(123,716	)		(72,546	)
Loss from investments in Joint Ventures		(2,469	)		-			-
Loss from continuing operations		(402,125	)		(123,716	)		(72,546	)
Loss from discontinued operations		(1,800	)		(166,679	)		(13,803	)
Net loss		(403,925	)		(290,395	)		(86,349	)
Less: Net loss attributable to the noncontrolling interest		1,363			-			-
Net loss attributable to NewLead Holdings' Shareholders	$	(402,562	)	$	(290,395	)	$	(86,349	)

Loss per share:
Basic and diluted
Continuing operations	$	(2.50	)	$	(16.69	)	$	(10.42	)
Discontinued operations	$	(0.01	)	$	(22.49	)	$	(1.99	)
Total	$	(2.51	)	$	(39.18	)	$	(12.41	)
Weighted average number of shares:
Basic and diluted		160,921,728			7,411,600			6,958,903

⁽¹⁾

The statements of operations for the years ended December 31, 2011 and 2010 differ from the audited statements of operations contained in our Annual Report on Form 20-F for the year ended December 31, 2011 due to changes resulting from determining in 2012 that certain operations should now be treated as discontinued operations. While the top line and bottom line totals remain the same, the change in presentation has resulted in a change in the way the component numbers are shown. These changes have not yet been audited and, accordingly, the statement of operations column is labeled unaudited notwithstanding the prior audit.

NEWLEAD HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(All amounts expressed in thousands of U.S. dollars except share amounts)

	Common Shares		Share Capital		Additional Paid-in Capital		Accumulated Deficit			Total NewLead Holdings' Shareholders' Equity			Noncontrolling Interest			Total Shareholders' Equity

Balance at January 1, 2010		6,615	$	67	$	196,317	$	(35,725	)	$	160,659		$	-		$	160,659
Net loss		-		-		-		(86,349	)		(86,349	)		-			(86,349	)
Issuance of common shares		13		0		-		-			0			-			0
Shares issued for business acquisition		700		7		5,203		-			5,210			-			5,210
Issuance of warrants		-		-		4,081		-			4,081			-			4,081
Share-based compensation		-		-		2,680		-			2,680			-			2,680

Balance at December 31, 2010		7,328	$	74	$	208,281	$	(122,074	)	$	86,281		$	-		$	86,281
Net loss		-		-		-		(290,395	)		(290,395	)		-			(290,395	)
Issuance of common shares		37		0		87		-			87			-			87
Share-based compensation		473		5		1,588		-			1,593			-			1,593

Balance at December 31, 2011		7,838	$	79	$	209,956	$	(412,469	)	$	(202,434	)	$	-		$	(202,434	)
Net loss		-		-		-		(402,562	)		(402,562	)		(1,363	)		(403,925	)
Issuance of common shares		731		7		1,017		-			1,024			-			1,024
Issuance of common shares - settlement of liabilities		385,305		3,853		482,432		-			486,285			-			486,285
Issuance of warrants		-		-		1,015		-			1,015			-			1,015
Share-based compensation		3,245		32		2,376		-			2,408			-			2,408

Balance at December 31, 2012 (unaudited)		397,119	$	3,971	$	696,796	$	(815,031	)	$	(114,264	)	$	(1,363	)	$	(115,627	)

NEWLEAD HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts expressed in thousands of U.S. dollars)

	Year Ended December 31,			Year Ended December 31,			Year Ended December 31,
	2012			2011			2010
	(unaudited)

OPERATING ACTIVITIES:
Net loss	$	(403,925	)	$	(290,395	)	$	(86,349	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5,989			36,945			30,028
Impairment losses		7,054			234,109			39,515
Provision for doubtful receivables		618			243			316
Amortization and write-off of deferred financing costs		5,733			7,930			3,728
Amortization of deferred charter revenue		-			(568	)		(3,194	)
Amortization of backlog asset		1,603			8,697			13,890
Amortization of the beneficial conversion feature		71,561			8,161			5,942
Change in fair value of derivative financial instruments		(564	)		(1,153	)		(8,449	)
Gain on disposal of vessels and release of debt (non-cash)		(33,005	)		-			-
Payments for dry-docking / special survey costs		(985	)		(6,650	)		(3,548	)
Share-based compensation		2,412			1,582			2,680
Warrants compensation expense		1,015			-			-
Loss on equity settlement		342,985			-			-
Discounts from suppliers		(1,355	)		-			-
Gain on sale of vessels		(16,258	)		(13,363	)		(938	)
Loss from investments in Joint Ventures		2,469			-			-
(Increase) decrease in:
Trade receivables		8,127			(6,740	)		(927	)
Other receivables		(1,583	)		(1,211	)		676
Inventories		1,389			1,300			617
Prepaid expenses		1,208			(611	)		700
Due from/to managing agent		-			489			(2,712	)
Due from/to related parties		275			330			(668	)
Increase (decrease) in:
Accounts payable, trade		(2,866	)		5,344			(823	)
Accrued liabilities		(70	)		11,638			(938	)
Deferred income		(2,911	)		834			769

Net cash used in operating activities		(11,084	)		(3,089	)		(9,685	)

INVESTING ACTIVITIES:
Vessel acquisitions		-			(23,863	)		(1,601	)
Vessels under construction		(185	)		(89,364	)		(45,126	)
Advances for vessel acquisition		-			-			(3,177	)
Joint Ventures		(2,486	)		-			-
Restricted cash for vessel installment payments		-			11,033			(11,033	)
Cash acquired through business acquisition, net of cash paid		-			-			1,561
Cash surrendered through subsidiaries' foreclosure		(665	)		-			-
Other fixed asset acquisitions		-			(190	)		(76	)
Proceeds from the sale of vessels		85,172			32,772			37,263
Net cash provided by / (used in) investing activities		81,836			(69,612	)		(22,189	)

FINANCING ACTIVITIES:
Principal repayments of long-term debt		(76,203	)		(94,879	)		(482,243	)
Proceeds from long-term debt		3,000			51,318			419,445
Restricted cash for debt repayment		(1,061	)		31,992			(21,038	)
Proceeds from the sale and leaseback of vessels		-			26,600			86,800
Capital lease payments		-			(4,040	)		(1,833	)
Payments for deferred charges		(564	)		(702	)		(7,982	)
Proceeds from issuance of common shares		-			-			1
Net cash (used in) / provided by financing activities		(74,828	)		10,289			(6,850	)

Net decrease in cash and cash equivalents		(4,076	)		(62,412	)		(38,724	)
Cash and cash equivalents
Beginning of year		5,119			67,531			106,255
End of period	$	1,043		$	5,119		$	67,531

Supplemental Cash Flow information:
Interest paid, net of capitalised interest	$	7,875		$	30,642		$	23,684
Issuance of common shares for business combination	$	-		$	-		$	5,210
Issuance of common shares for investment in Joint Ventures	$	1,024		$	-		$	-
Release of liabilities for vessels under construction	$	9,179		$	-		$	-
Release of debt related to vessels under construction	$	5,492		$	-		$	-
Disposal of vessels applied to related debt	$	105,498		$	-		$	-
Disposal of vessels applied to capital lease obligations	$	30,481		$	-		$	-
Issuance of common shares for settlement of 7% Notes	$	138,111		$	-		$	-
Capital lease obligations settled with common shares and 4.5% convertible note	$	58,057		$	-		$	-
Release of purchase option liabilities	$	2,194		$	-		$	-
Assets and liabilities disposed of by foreclosure:
- Vessels	$	93,993		$	-		$	-
- Long-term debt	$	76,836		$	-		$	-
- Capital lease obligations	$	26,301		$	-		$	-
- Disposed other assets / liabilities, net	$	12,546		$	-		$	-
Issuance of common shares to settle accounts payable	$	11,694		$	-		$	-
Issuance of warrants for deferred charges	$	-		$	-		$	957
Assets disposed in connection with assumed acquisitions	$	-		$	-		$	8,501
Assets acquired and liabilities assumed under asset acquisitions:					-
- Acquired advances for vessels under construction	$	-		$	-		$	29,315
- Vessels and other fixed assets, net acquired	$	-		$	-		$	81,110
- Long-term debt assumed	$	-		$	-		$	118,868
Acquired other assets / liabilities, net	$	-		$	-		$	40,098
Assets acquired and liabilities assumed under business acquisitions:
- Vessels and other fixed assets, net acquired	$	-		$	-		$	143,808
- Long-term debt assumed	$	-		$	-		$	154,475
- Other assets and liabilities, net acquired	$	-		$	-		$	36
Progress payment payable for vessels under construction	$	-		$	8,873		$
Sale of vessels applied to related debt	$	-		$	64,532		$