(Expressed in thousands of U.S. dollars)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
NOTE 1: DESCRIPTION OF BUSINESS
Navios
Maritime Holdings Inc. (Navios Holdings or the Company) (NYSE:NM) is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of dry bulk commodities, including iron
ore, coal and grain.
Navios Logistics
Navios South American Logistics Inc. (Navios Logistics), a consolidated subsidiary of the Company, is one of the largest logistics
companies in the Hidrovia region of South America, focusing on the Hidrovia river system, the main navigable river system in the region, and on cabotage trades along the eastern coast of South America. Navios Logistics is focused on providing its
customers integrated transportation, storage and related services through its port facilities, its large, versatile fleet of dry and liquid cargo barges and its product tankers. Navios Logistics serves the needs of a number of growing South American
industries, including mineral and grain commodity providers as well as users of refined petroleum products. As of December 31, 2017, Navios Holdings owned 63.8% of Navios Logistics.
Navios Partners
Navios Maritime Partners
L.P. (Navios Partners) (NYSE:NMM) is an international owner and operator of dry cargo vessels and is engaged in seaborne transportation services of a wide range of dry cargo commodities including iron ore, coal, grain, fertilizer and
also containers, chartering its vessels under medium to long-term charters.
As of December 31, 2017, Navios Holdings owned a 20.8%
interest in Navios Partners, including a 2.0% general partner interest.
Navios Acquisition
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.
As of December 31, 2017, Navios Holdings
ownership of the outstanding voting stock of Navios Acquisition was 42.9% and its economic interest was 46.2%.
Navios Midstream
Navios Maritime Midstream Partners L.P. (Navios Midstream) (NYSE: NAP) is a publicly traded master limited partnership which owns
and operates crude oil tankers under long-term employment contracts.
As of December 31, 2017, Navios Holdings owned no direct equity
interest in Navios Midstream.
Navios Europe I
On October 9, 2013, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe Inc. (Navios Europe I)
and have economic interests of 47.5%, 47.5% and 5.0%, respectively. Navios Europe I is engaged in the marine transportation industry through the ownership of five tanker and five container vessels. Effective November 2014, Navios Holdings, Navios
Acquisition and Navios Partners have voting interests of 50%, 50% and 0%, respectively.
Navios Europe II
On February 18, 2015, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe (II) Inc. (Navios
Europe II) and have economic interests of 47.5%, 47.5% and 5.0%, respectively and voting interests of 50%, 50% and 0%, respectively. Navios Europe II is engaged in the marine transportation industry through the ownership of seven dry bulkers
and seven container vessels.
F-9
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Navios Containers
Navios Maritime Containers Inc. (Navios Containers) is a growth vehicle dedicated to the container sector of the
maritime industry. On June 8, 2017, Navios Containers completed a private placement in which Navios Holdings invested $5,000. Navios Containers registered its shares on the Norwegian
Over-The-Counter
Market
(N-OTC)
on June 12, 2017 under the ticker NMCI. On August 29, 2017 and on November 9, 2017, Navios Containers closed
additional private placements. As of December 31, 2017, Navios Holdings owned 3.4% of Navios Containers common stock and warrants, for 1.7% of the equity of Navios Containers.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
|
Basis of presentation:
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
|
The Company elected to early adopt the requirements of
ASU 2017-01
Business Combinations effective beginning the second quarter ending June 30, 2017 and applied this guidance prospectively in the current period presented in the Companys consolidated financial information. The early adoption
of this ASU did not have a material effect on the Companys consolidated financial statements.
(b)
|
Principles of consolidation:
The accompanying consolidated financial statements include the accounts of Navios Holdings, a Marshall Islands corporation, and both its majority and wholly-owned subsidiaries.
All significant intercompany balances and transactions have been eliminated in the consolidated statements.
|
The Company also
consolidates entities that are determined to be variable interest entities (VIE) as defined in the accounting guidance, if the Company determines that it is the primary beneficiary. A VIE is defined as a legal entity where either
(i) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entitys residual risks and rewards, or (ii) the equity interest holders
have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (iii) the voting rights of some investors are not proportional to their obligations to absorb
the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entitys activities either involve or are conducted on behalf of an investor that has
disproportionately few voting rights.
Based on internal forecasts and projections that take into account reasonably possible changes in
our trading performance, management believes that the Company has adequate financial resources to continue in operation and meet its financial commitments, including but not limited to capital expenditures and debt service obligations, for a period
of at least twelve months from the date of issuance of these consolidated financial statements. Accordingly, the Company continues to adopt the going concern basis in preparing its financial statements.
Subsidiaries:
Subsidiaries are those entities in which the Company has an interest of more than one half of the voting rights or
otherwise has power to govern the financial and operating policies of the entity. The acquisition method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets
given up, shares issued or liabilities undertaken at the date of acquisition. The excess of the cost of acquisition over the fair value of the net assets acquired and liabilities assumed is recorded as goodwill. All subsidiaries included in the
consolidated financial statements are 100% owned, except for Navios Logistics, which is 63.8% owned by Navios Holdings.
Investments
in Affiliates:
Affiliates are entities over which the Company generally has between 20% and 50% of the voting rights, or over which the Company has significant influence, but it does not exercise control. Investments in these entities are
accounted for under the equity method of accounting. Under this method, the Company records an investment in the stock of an affiliate at cost, and adjusts the carrying amount for its share of the earnings or losses of the affiliate subsequent to
the date of investment and reports the recognized earnings or losses in income. Dividends received from an affiliate reduce the carrying amount of the investment. The Company recognizes gains and losses in earnings for the issuance of shares by its
affiliates, provided that the issuance of shares qualifies as a sale of shares. When the Companys share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless the
Company has incurred obligations or made payments on behalf of the affiliate.
F-10
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Affiliates included in the financial statements accounted for under the equity method
In the consolidated financial statements of Navios Holdings, the following entities are included as affiliates and are accounted for
under the equity method for such periods: (i) Navios Partners and its subsidiaries (ownership interest as of December 31, 2017 was 20.8%, which includes a 2.0% general partner interest); (ii) Navios Acquisition and its subsidiaries
(economic interest as of December 31, 2017 was 46.2%); (iii) Acropolis Chartering and Shipping Inc. (Acropolis) (economic interest as of December 31, 2017 was 35.0%), (iv) Navios Europe I and its subsidiaries (economic interest
as of December 31, 2017 was 47.5%); (v) Navios Europe II and its subsidiaries (economic interest as of December 31, 2017 was 47.5%); and (vi) Navios Containers and its subsidiaries (economic interest as of December 31, 2017
was 3.4%).
Subsidiaries Included in the Consolidation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations
|
|
Company Name
|
|
Nature
|
|
Ownership
Interest
|
|
|
Country of
Incorporation
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Navios Maritime Holdings Inc.
|
|
Holding Company
|
|
|
|
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Navios Corporation
|
|
Sub-Holding
Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Navios International Inc.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Navimax Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Navios Handybulk Inc.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Hestia Shipping Ltd
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Malta
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Anemos Maritime Holdings Inc.
|
|
Sub-Holding
Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Navios Shipmanagement Inc.
|
|
Management Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
NAV Holdings Limited
|
|
Sub-Holding
Company
|
|
|
100
|
%
|
|
|
Malta
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Kleimar N.V.
|
|
Operating Company/
Vessel Owning Company/
Management Company
|
|
|
100
|
%
|
|
|
Belgium
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Kleimar Ltd.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Bulkinvest S.A.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Luxembourg
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Primavera Shipping Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Ginger Services Co.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Aquis Marine Corp.
|
|
Sub-Holding
Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Navios Tankers Management Inc.
|
|
Management Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Astra Maritime Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Achilles Shipping Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Apollon Shipping Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Herakles Shipping Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Hios Shipping Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
F-11
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations
|
|
Company Name
|
|
Nature
|
|
Ownership
Interest
|
|
|
Country of
Incorporation
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Ionian Shipping Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Kypros Shipping Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Meridian Shipping Enterprises Inc.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Mercator Shipping Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Arc Shipping Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Horizon Shipping Enterprises Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Magellan Shipping Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Aegean Shipping Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Star Maritime Enterprises Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Corsair Shipping Ltd.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Rowboat Marine Inc.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Beaufiks Shipping Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Nostos Shipmanagement Corp.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Portorosa Marine Corp.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Shikhar Ventures S.A.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Liberia
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Sizzling Ventures Inc.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Liberia
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Rheia Associates Co.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Taharqa Spirit Corp.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Rumer Holding Ltd.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Pharos Navigation S.A.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Pueblo Holdings Ltd
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Quena Shipmanagement Inc.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Aramis Navigation Inc.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
White Narcissus Marine S.A.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Panama
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Navios GP L.L.C.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Red Rose Shipping Corp.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
F-12
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations
|
|
Company Name
|
|
Nature
|
|
Ownership
Interest
|
|
|
Country of
Incorporation
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Highbird Management Inc.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Ducale Marine Inc.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Vector Shipping Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Faith Marine Ltd.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Liberia
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Navios Maritime Finance (US) Inc.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Delaware
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Navios Maritime Finance II (US) Inc.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Delaware
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Tulsi Shipmanagement Co.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Cinthara Shipping Ltd.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Rawlin Services Company
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Mauve International S.A.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Serenity Shipping Enterprises Inc.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Mandora Shipping Ltd
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Solange Shipping Ltd.
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Diesis Ship Management Ltd
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Navios Holdings Europe Finance Inc.
|
|
Sub-Holding
Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Navios Asia LLC
|
|
Sub-Holding
Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Iris Shipping Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Jasmine Shipping Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Emery Shipping Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Lavender Shipping Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
Esmeralda Shipping Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/12 - 12/31
|
|
|
|
|
|
Triangle Shipping Corporation
|
|
Vessel Owning Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/12 - 12/31
|
|
|
|
|
|
Roselite Shipping Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
10/9 - 12/31
|
|
Smaltite Shipping Corporation
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
1/1 - 12/31
|
|
|
|
10/9 - 12/31
|
|
Motiva Trading Ltd
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
1/1 - 12/31
|
|
|
|
11/2 - 12/31
|
|
|
|
|
|
Alpha Merit Corporation
|
|
Sub-Holding
Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
11/3 - 12/31
|
|
|
|
|
|
|
|
|
|
Thalassa Marine S.A.
|
|
Operating Company
|
|
|
100
|
%
|
|
|
Marshall Is.
|
|
|
|
12/15 - 12/31
|
|
|
|
|
|
|
|
|
|
F-13
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
(c)
|
Use of Estimates:
The preparation of consolidated financial statements in conformity with U.S.GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an
on-going
basis,
management evaluates the estimates and judgments, including those related to uncompleted voyages, future drydock dates, the assessment of other-than-temporary impairment related to the carrying value of investments in affiliates, the selection of
useful lives for tangible and intangible assets, expected future cash flows from long-lived assets to support impairment tests, impairment test for goodwill, provisions necessary for accounts receivables and demurrages, provisions for legal
disputes, pension benefits, contingencies and guarantees. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions and/or conditions.
|
(d)
|
Cash and Cash Equivalents:
Cash and cash equivalents consist of cash on hand, deposits held on call with banks, and other short-term liquid investments with original maturities of three months or less.
|
(e)
|
Restricted Cash:
As of December 31, 2017 and 2016, restricted cash included $5,968 and $1,896, respectively, which related to amounts held in retention accounts in order to service debt and interest
payments, as required by certain of Navios Holdings credit facilities. Also included in restricted cash as of December 31, 2017 and 2016 are amounts held as security in the form of letters of guarantee or letters of credit totaling $590
for both reporting periods. As of December 31, 2016, restricted cash also included $2,900 which related to amounts held in a Navios Logistics retention account as part of the Vale International S.A. (Vale) arbitration in New
York. See also Note 13.
|
(f)
|
Insurance Claims:
Insurance claims at each balance sheet date consist of claims submitted and/or claims in the process of compilation or submission (claims pending). They are recorded on an accrual basis
and represent the claimable expenses, net of applicable deductibles, incurred through December 31 of each reporting period, which are probable to be recovered from insurance companies. Any remaining costs to complete the claims are included in
accrued liabilities. The classification of insurance claims into current and
non-current
assets is based on managements expectations as to their collection dates.
|
(g)
|
Inventories:
Inventories, which are comprised of lubricants, bunkers (when applicable) and stock provisions on board of the vessels, as well as petroleum products held by Navios Logistics, are valued at
cost as determined on the
first-in,
first-out
basis.
|
(h)
|
Vessels, Port Terminals, Tanker Vessels, Barges, Pushboats and Other Fixed Assets, net:
Vessels, port terminals, tanker vessels, barges, pushboats and other fixed assets acquired as parts of business
combinations are recorded at fair value on the date of acquisition, and if acquired as an asset acquisition, are recorded at cost (including transaction costs). Vessels constructed by the company would be stated at historical cost, which consists of
the contract price, capitalized interest and any material expenses incurred upon acquisition (improvements and delivery expenses). Subsequent expenditures for major improvements and upgrades are capitalized, provided they appreciably extend the
life, increase the earnings capability or improve the efficiency or safety of the vessels. The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss
is included in the accompanying consolidated statements of comprehensive (loss)/income.
|
Expenditures for routine maintenance
and repairs are expensed as incurred.
Depreciation is computed using the straight line method over the useful life of the vessels, port
terminals, tanker vessels, barges, pushboats and other fixed assets, after considering the estimated residual value.
Annual depreciation
rates used, which approximate the useful life of the assets are:
|
|
|
Vessels
|
|
25 years
|
Port terminals
|
|
5 to 40 years
|
Tanker vessels, barges and pushboats
|
|
15 to 45 years
|
Furniture, fixtures and equipment
|
|
3 to 10 years
|
Computer equipment and software
|
|
5 years
|
Leasehold improvements
|
|
shorter of lease term or 6 years
|
Management estimates the residual values of the Companys dry bulk vessels based on a scrap value cost of
steel times the weight of the ship noted in lightweight tons (LWT). Residual values are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons. Revisions of residual values affect the
depreciable amount of the vessels and the depreciation expense in the period of the revision and future periods. Management estimates the residual values of the Companys vessels based on a scrap rate of $340 per LWT after considering current
market trends for scrap rates and
ten-year
average historical scrap rates of the residual values of the Companys vessels.
F-14
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Management estimates the useful life of its vessels to be 25 years from the
vessels original construction. However, when regulations place limitations on the ability of a vessel to trade on a worldwide basis, its useful life is re-estimated to end at the date such regulations become effective. An increase in the
useful life of a vessel or in its residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the useful life of a vessel or in its residual value would have the effect of
increasing the annual depreciation charge.
(i)
|
Deposits for Vessels, Port Terminals and Other Fixed Assets:
This represents amounts paid by the Company in accordance with the terms of the purchase agreements for the construction of vessels, port
terminals and other long-lived fixed assets. Deposits for vessels, port terminals and other fixed assets also include
pre-delivery
expenses.
Pre-delivery
expenses
represent any direct costs to bring the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Interest costs incurred during the construction (until the asset is substantially complete
and ready for its intended use) are capitalized. Capitalized interest for the years ended December 31, 2017, 2016 and 2015 amounted to $4,764, $5,843 and $5,154, respectively.
|
(j)
|
Assets Held for Sale:
It is the Companys policy to dispose of vessels and other fixed assets when suitable opportunities occur and not necessarily to keep them until the end of their useful life. The
Company classifies assets and disposal groups as being held for sale when the following criteria are met: management has committed to a plan to sell the asset (disposal group); the asset (disposal group) is available for immediate sale in its
present condition; an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; the sale of the asset (disposal group) is probable, and transfer of the asset (disposal
group) is expected to qualify for recognition as a completed sale within one year; the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete
the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long-lived assets or disposal groups classified as held for sale are measured at the lower of their carrying amount or fair
value less cost to sell. These assets are not depreciated once they meet the criteria to be held for sale. No assets were classified as held for sale in any of the periods presented.
|
(k)
|
Impairment of Long Lived Assets:
Vessels, other fixed assets and other long-lived assets held and used by Navios Holdings are reviewed periodically for potential impairment whenever events or changes in
circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. Navios Holdings management evaluates the carrying amounts and periods over which long-lived assets are depreciated to determine if events or
changes in circumstances have occurred that would require modification to their carrying values or useful lives. Measurement of the impairment loss is based on the fair value of the asset. Navios Holdings determines the fair value of its assets on
the basis of management estimates and assumptions by making use of available market data and taking into consideration third party valuations performed on an individual vessel basis. In evaluating useful lives and carrying values of long-lived
assets, certain indicators of potential impairment are reviewed, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions.
|
Undiscounted projected net operating cash flows are determined for each asset group and compared to the carrying value of the vessel, the
unamortized portion of deferred drydock and special survey costs related to the vessel and the related carrying value of the intangible assets with respect to the time charter agreement attached to that vessel or the carrying value of deposits for
newbuildings. Within the shipping industry, vessels are customarily bought and sold with a charter attached. The value of the charter may be favorable or unfavorable when comparing the charter rate to then-current market rates. The loss recognized
either on impairment (or on disposition) will reflect the excess of carrying value over fair value (selling price) for the vessel asset group.
During the fourth quarter of fiscal year 2017, management concluded that events occurred and circumstances had changed, which indicated that
potential impairment of Navios Holdings long-lived assets might exist. These indicators included continued volatility in the spot market, and the related impact of the current dry bulk sector has on managements expectation for future
revenues. As a result, an impairment assessment of long-lived assets (step one) was performed.
The Company determined undiscounted
projected net operating cash flows for each vessel and compared it to the vessels carrying value together with the carrying value of deferred drydock and special survey costs related to the vessel and the carrying value of the related
intangible assets, if applicable. The significant factors and assumptions used in the undiscounted projected net operating cash flow analysis included: determining the projected net operating cash flows by considering the charter revenues from
existing time charters for the fixed fleet days (the Companys remaining charter agreement rates) and an estimated daily time charter equivalent for the unfixed days (based on a combination of
one-year
average historical time charter rates and
10-year
average historical
one-year
time charter rates, adjusted for outliers) over the remaining economic life of each vessel,
net of brokerage and address commissions excluding days of scheduled
off-hires,
running cost based on current year actuals, assuming an annual increase of 0.3% after 2018 and a utilization rate of 99.2% based
on the fleets historical performance.
F-15
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
As of December 31, 2017, our assessment concluded that step two of the impairment
analysis was required for one of our vessels held and used, as the undiscounted projected net operating cash flows did not exceed the carrying value. As a result, the Company recorded an impairment loss of $32,930 for this vessel, being the
difference between the fair value and the vessels carrying value together with the carrying value of deferred drydock and special survey costs related to this vessel, presented within the caption Impairment losses in the
consolidated statements of comprehensive (loss)/income. The assessment performed for 2016 and 2015 did not indicate a step two was necessary for the Companys other vessels held and used. See also Note 6.
(l)
|
Deferred Drydock and Special Survey Costs:
The Companys vessels, barges and pushboats are subject to regularly scheduled drydocking and special surveys which are carried out every 30 and 60 months,
respectively, for ocean-going vessels, and up to every 96 months for pushboats and barges, to coincide with the renewal of the related certificates issued by the classification societies, unless a further extension is obtained in rare cases and
under certain conditions. The costs of drydocking and special surveys are deferred and amortized over the above periods or to the next drydocking or special survey date if such date has been determined. Unamortized drydocking or special survey costs
of vessels, barges and pushboats sold are
written-off
to income in the year the vessel, barge or pushboat is sold.
|
Costs capitalized as part of the drydocking or special survey consist principally of the actual costs incurred at the yard, and expenses
relating to spare parts, paints, lubricants and services incurred solely during the drydocking or special survey period. For each of the years ended December 31, 2017, 2016 and 2015, the amortization of deferred drydock and special survey costs
was $14,727, $13,768, and $13,340, respectively.
(m)
|
Deferred Financing Costs:
Deferred financing costs include fees, commissions and legal expenses associated with obtaining or modifying loan facilities. Deferred financing costs are presented as a deduction
from the corresponding liability. These costs are amortized over the life of the related debt using the effective interest rate method, and are included in interest expense. Amortization and
write-off
of
deferred financing costs for each of the years ended December 31, 2017, 2016 and 2015 were $6,391, $5,653 and $4,524, respectively. See also Note 17.
|
(n)
|
Goodwill and Other Intangibles
|
|
(i)
|
Goodwill:
Goodwill is tested for impairment at the reporting unit level at least annually.
|
The Company evaluates impairment of goodwill using a
two-step
process. First, the aggregate fair value
of the reporting unit is compared to its carrying amount, including goodwill (step one). The Company determines the fair value of the reporting unit based on a combination of the income approach (i.e. discounted cash flows) and market approach (i.e.
comparative market multiples) and believes that the combination of these two approaches is the best indicator of fair value for its individual reporting units. If the fair value of a reporting unit exceeds the carrying amount, no impairment exists.
If the carrying amount of the reporting unit exceeds the fair value, then the Company must perform the second step (step two) to determine the implied fair value of the reporting units goodwill and compare it with its carrying amount. The
implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all the assets and liabilities of that reporting unit, as if the reporting unit had been acquired in a business combination and the fair value of the
reporting unit was the purchase price. If the carrying amount of the goodwill exceeds the implied fair value, then goodwill impairment is recognized by writing the goodwill down to its implied fair value.
As of December 31, 2017, the Company performed its impairments test for its reporting units within: the Dry Bulk Vessel Operations and the
Logistics Business. The Company additionally considered that its market capitalization continued to remain at a level well below the carrying value of its total net assets.
As of December 31, 2017, the Company performed step one of the impairment test for the Dry Bulk Vessel Operations reporting unit, which is
allocated goodwill of $56,240. Step one impairment test revealed that the fair value of the Dry Bulk Vessel Operations reporting unit substantially exceeded the carrying amount of its net assets. Accordingly, no step two analysis was required.
The fair value of the Dry Bulk Vessel Operations reporting unit was estimated using a combination of income and market approaches. For the
income approach, the expected present value of future cash flows used judgments and assumptions that management believes were appropriate in the circumstances. The significant factors and assumptions the Company used in its discounted cash flow
analysis included: EBITDA, the discount rate used to calculate the present value of future cash flows and future capital expenditures. EBITDA assumptions included revenue assumptions, general and administrative expense growth assumptions, and direct
vessel expense growth assumptions. The future cash flows were determined by considering the charter
F-16
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
revenues from existing time charters for the fixed fleet days (the Companys remaining charter agreement rates) and an estimated daily time charter equivalent for the
non-fixed
days (based on a combination of
one-year
average historical time charter rates and the
10-year
average historical
one-year
time charter rates adjusted for outliers), which the Company believes is an objective approach for forecasting charter rates over an extended time period for long-lived assets and consistent with the
cyclicality of the industry. In addition, a weighted average cost of capital (WACC) was used to discount future estimated cash flows to their present values. The WACC was based on externally observable data considering market
participants and the Companys cost of equity and debt, optimal capital structure and risk factors specific to the Company. The market approach estimated the fair value of the Companys business based on comparable publicly-traded
companies in its industry. In assessing the fair value, the Company utilized the results of the valuations and considered the range of fair values determined under all methods which indicated that the fair value exceeded the carrying value of net
assets.
As of December 31, 2017, the Company performed step one of the impairment test for the Logistics Business, which is allocated
goodwill of $104,096. Step one of the impairment test used the income method and revealed that the fair value substantially exceeded the carrying amount of its net assets. Accordingly, no step two analysis was required. The future cash flows from
the Logistics Business were determined principally by combining revenues from existing contracts and estimated revenues based on the historical performance of the segment, including utilization rates and actual storage capacity. The Logistics
Business has not been affected by the same volatile industry and market conditions as experienced in the Dry Bulk Vessel Operations reporting unit. In addition, the cash flows of the long-lived assets in the Logistics Business reporting unit have
not experienced a significant decline.
No impairment loss was recognized for any of the periods presented.
(ii) Intangibles Other Than Goodwill:
Navios Holdings intangible assets and liabilities consist of favorable lease terms,
unfavorable lease terms, customer relationships, trade name and port terminal operating rights. The fair value of the trade name was determined based on the relief from royalty method which values the trade name based on the estimated
amount that a company would have to pay in an arms length transaction to use that trade name. The asset is being amortized under the straight line method over 32 years. Navios Logistics trade name is being amortized under the
straight line method over 10 years.
The fair value of customer relationships of Navios Logistics was determined based on the
excess earnings method, which relies upon the future cash flow generating ability of the asset. The asset is amortized under the straight line method.
Other intangibles that are being amortized, such as customer relationships and port terminal operating rights, would be considered impaired if
their carrying value could not be recovered from the future undiscounted cash flows associated with the asset.
When intangible assets or
liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value is determined by reference to market data and the discounted amount of expected future cash flows. Where charter rates are higher
than market charter rates, an asset is recorded, being the difference between the acquired charter rate and the market charter rate for an equivalent vessel. Where charter rates are less than market charter rates, a liability is recorded, being the
difference between the assumed charter rate and the market charter rate for an equivalent vessel. The determination of the fair value of acquired assets and assumed liabilities requires the Company to make significant assumptions and estimates of
many variables including market charter rates, expected future charter rates, the level of utilization of the Companys vessels and the Companys weighted average cost of capital. The use of different assumptions could result in a material
change in the fair value of these items, which could have a material impact on the Companys financial position and results of operations.
The amortizable value of favorable and unfavorable leases is amortized over the remaining life of the lease term and the amortization expense
is included in the consolidated statements of comprehensive (loss)/income in the Depreciation and amortization line item.
The
amortizable value of favorable leases would be considered impaired if its carrying value could not be recovered from the future undiscounted cash flows associated with the asset. Vessel purchase options that have not been exercised, which are
included in favorable lease terms, would be considered impaired if the carrying value of an option, when added to the option price of the vessel, exceeded the fair value of the vessel.
Vessel purchase options that are included in favorable leases are not amortized and when the purchase option is exercised, the asset is
capitalized as part of the cost of the vessel and depreciated over the remaining useful life of the vessel and if not exercised, the intangible asset is written off. Vessel purchase options that are included in unfavorable lease terms are not
amortized and when the purchase option is exercised by the charterer and the underlying vessel is sold, it will be recorded as part of gain/loss on sale of the assets. If the option is not exercised at the expiration date it is
written-off
in the consolidated statements of comprehensive (loss)/income.
F-17
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
During the fourth quarter of fiscal year 2017, management concluded that circumstances had
changed, which indicated that potential impairment of Navios Holdings intangible assets other than goodwill might exist. These indicators included continued volatility in the spot market and the related impact of the current dry bulk sector
has on managements expectations for the future, consistent with those used in its vessel impairment assessment. As of December 31, 2017, the Company performed an assessment which indicated that the amortizable value of one of its
favorable leases would not be recoverable from the future undiscounted cash flows associated with the asset. As a result, the Company recognized an impairment loss of $3,397 in the caption Impairment losses in the consolidated statements
of comprehensive (loss)/income. There were no other impairment losses recognized for the Companys intangible assets other than goodwill for any of the years ended December 31, 2016 and 2015.
The weighted average amortization periods for intangibles are:
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|
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|
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Intangible assets/liabilities
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|
Years
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Trade name
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|
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30
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|
Favorable lease terms
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8
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Port terminal operating rights
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47
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Customer relationships
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20
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See also Note 7.
(o)
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Foreign Currency Translation:
The Companys functional and reporting currency is the U.S. dollar. The Company engages in worldwide commerce with a variety of entities. Although its operations may
expose it to certain levels of foreign currency risk, its transactions are predominantly U.S. dollar denominated. The Companys subsidiaries in Uruguay, Argentina, Brazil and Paraguay transact a nominal amount of their operations in Uruguayan
pesos, Argentinean pesos, Brazilian reales and Paraguayan guaranies, whereas the Companys wholly-owned vessel subsidiaries and the vessel management subsidiaries transact a nominal amount of their operations in Euros; however, all of the
subsidiaries primary cash flows are U.S. dollar denominated. The financial statements of the foreign operations are translated using the exchange rate at the balance sheet date except for property and equipment and equity, which are translated
at historical rates. Transactions in currencies other than the functional currency are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction
denominated in a foreign currency is consummated and the date on which it is either settled or translated, are recognized in the statements of comprehensive (loss)/income. The foreign currency gains/(losses) recognized under the caption Other
expense or Other income in the consolidated statements of comprehensive (loss)/income for each of the years ended December 31, 2017, 2016 and 2015, were $(3,000), $1,600 and $1,646, respectively.
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(p)
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Provisions:
The Company, in the ordinary course of business, is subject to various claims, suits and complaints. Management, in consultation with internal and external advisers, will provide for a
contingent loss in the financial statements if the contingency had occurred at the date of the financial statements and the likelihood of loss was probable and the amount can be reasonably estimated. If the Company has determined that the reasonable
estimate of the loss is a range and there is no best estimate within the range, the Company will provide for the lower amount within the range. See also Note 13.
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The Company participates in Protection and Indemnity (P&I) insurance plans provided by mutual insurance associations known as P&I
clubs. Under the terms of these plans, participants may be required to pay additional premiums (supplementary calls) to fund operating deficits incurred by the clubs (back calls). Obligations for back calls are accrued annually based on
information provided by the P&I clubs.
Provisions for estimated losses on vessels under time charter are provided for in the period in
which such losses are determined. As of December 31, 2017 and 2016, the balance for this provision was $2,631 and $3,129, respectively.
(q)
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Segment Reporting:
Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker
in deciding how to allocate resources and in assessing performance. Based on the Companys methods of internal reporting and management structure, the Company currently has two reportable segments: the Dry Bulk Vessel Operations segment and the
Logistics Business segment.
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F-18
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
(r)
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Revenue and Expense Recognition:
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Revenue Recognition:
Revenue is recorded
when services are rendered, the Company has a signed charter agreement or other evidence of an arrangement, the price is fixed or determinable, and collection is reasonably assured. The Company generates revenue from transportation of cargo, time
charter of vessels, port terminal operations, bareboat charters, contracts of affreightment/voyage contracts, demurrages and contracts covering dry or liquid port terminal operations.
Voyage revenues for the transportation of cargo are recognized ratably over the estimated relative transit time of each voyage. A voyage is
deemed to commence when a vessel arrives at the loading port, as applicable under the contract, and is deemed to end upon the completion of the discharge of the current cargo. Under a voyage charter, the Company agrees to provide a vessel for the
transportation of specific goods between specific ports in return for payment of an agreed upon freight rate per ton of cargo.
Revenues
are recorded net of address commissions. Address commissions represent a discount provided directly to the charterers based on a fixed percentage of the agreed upon charter rate. Since address commissions represent a discount (sales incentive) on
services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer, these commissions are presented as a reduction of revenue.
Revenue from time chartering and bareboat chartering is earned and recognized on a daily basis as the service is delivered. Revenue from
contracts of affreightment (COA)/voyage contracts relating to our barges is recognized based upon the percentage of voyage completion. A voyage is deemed to commence upon the barges arrival at the loading port, as applicable under
the contract, and is deemed to end upon the completion of discharge under the current voyage. The percentage of voyage completion is based on the days traveled as of the balance sheet date divided by the total days expected for the voyage. The
position of the barge at the balance sheet date is determined by the days traveled as of the balance sheet date over the total voyage of the pushboat having the barge in tow. Revenue arising from contracts that provide our customers with continuous
access to convoy capacity is recognized ratably over the period of the contracts.
Demurrage income represents payments made by the
charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter and is recognized as it is earned.
Revenues arising from contracts that provide our customers with continuous access to convoy capacity are recognized ratably over the period of
the contracts.
Profit-sharing revenues are calculated at an agreed percentage of the excess of the charterers average daily income
(calculated on a quarterly or half-yearly basis) or the Baltic Dry Index over an agreed amount and accounted for on an accrual basis based on provisional amounts and for those contracts that provisional accruals cannot be made due to the nature of
the profit sharing elements, these are accounted for on the actual cash settlement.
Revenues from time chartering of vessels are accounted
for as operating leases and are thus recognized on a straight line basis as the average revenue over the rental periods of such charter agreements as service is performed, except for loss generating time charters, in which case the loss is
recognized in the period when such loss is determined. A time charter involves placing a vessel at the charterers disposal for a period of time during which the charterer uses the vessel in return for the payment of a specified daily hire
rate. Short period charters for less than three months are referred to as spot-charters. Charters extending three months to a year are generally referred to as medium-term charters. All other charters are considered long-term. Under time charters,
operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel.
For vessels operating in
pooling arrangements, the Company earns a portion of total revenues generated by the pool, net of expenses incurred by the pool. The amount allocated to each pool participant vessel, including the Companys vessels, is determined in accordance
with an agreed-upon formula, which is determined by margins awarded to each vessel in the pool based on the vessels age, design and other performance characteristics. Revenue under pooling arrangements is accounted for on the accrual basis and
is recognized when an agreement with the pool exists, price is fixed, service is provided and the collectability is reasonably assured. Revenue for vessels operating in pooling arrangements amounted to $8,041, $15,115 and $1,825, for the years ended
December 31, 2017, 2016 and 2015, respectively. The allocation of such net revenue may be subject to future adjustments by the pool, however, such changes are not expected to be material.
Revenues from port terminal operations consist of an agreed flat fee per ton and cover the services performed to unload barges (or trucks),
transfer the product into silos or the stockpiles for temporary storage and then loading the ocean-going vessels. Revenues are recognized upon completion of loading the ocean-going vessels. Additionally, fees are charged for vessel dockage and for
storage time in excess of contractually specified terms. Dockage revenues are recognized ratably up to completion of loading. Storage fees are assessed and recognized when the product remains in the silo storage beyond the contractually agreed time
allowed. Storage fee revenue is recognized ratably over the storage period and ends when the product is loaded onto the ocean-going vessel.
Revenues from liquid port terminal operations consist mainly of sales of petroleum products in the Paraguayan market.
F-19
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Additionally, revenues consist of an agreed flat fee per cubic meter to cover the services performed to unload barges, transfer the products into the tanks for temporary storage and then loading
the trucks. Revenues are recognized upon completion of loading the trucks. Additionally, fees are charged for storage time in excess of contractually specified terms. Storage fee revenue is recognized ratably over the storage period and ends when
the product is loaded onto the trucks.
Recovery of lost revenue under credit default insurance for charterers is accounted for as gain
contingency and is recognized when all contingencies are resolved. The amount of recovery of lost revenue is recorded within the caption Revenue and any amount recovered in excess of the lost revenue is recorded within the caption
Other income.
Expenses related to our revenue-generating contracts are recognized as incurred.
Administrative fee revenue from affiliates:
Administrative fee revenue from affiliates consists of fees earned on the provision of
administrative services pursuant to administrative services agreements with our affiliates (Refer to Note 15). Administrative services include: bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical
services, banking and financial services, advisory services, client and investor relations and other general and administrative services. These revenues are recognized as the services are provided to affiliates.
The general and administrative expenses incurred on behalf of affiliates are determined based on a combination of actual expenses incurred on
behalf of the affiliates as well as a reasonable allocation of expenses that are not affiliate specific but incurred on behalf of all affiliates.
Forward Freight Agreements (FFAs):
Realized gains or losses from FFAs are recognized monthly concurrent with cash
settlements. In addition, FFAs are
marked-to-market
quarterly to determine the fair values which generate unrealized gains or losses. The Company has not
entered into FFA trades for any of the periods presented.
Deferred Income and Cash Received In Advance:
Deferred voyage revenue
primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as revenue over the voyage or charter period.
Time Charter, Voyage and Logistics Business Expenses:
Time charter, voyage and logistics business expenses comprise all expenses related
to each particular voyage, including time charter hire paid and voyage freight paid, bunkers, port charges, canal tolls, cargo handling, agency fees and brokerage commissions. Also included in time charter, voyage and logistics business expenses are
charterers liability insurances, provision for losses on time charters and voyages in progress at
year-end,
direct port terminal expenses and other miscellaneous expenses.
Direct Vessel Expenses:
Direct vessel expenses consist of all expenses relating to the operation of vessels, including crewing, repairs
and maintenance, insurance, stores and lubricants and miscellaneous expenses such as communications and amortization of drydocking and special survey costs net of related party management fees.
Prepaid Voyage Costs:
Prepaid voyage costs relate to cash paid in advance for expenses associated with voyages. These amounts are
recognized as expenses over the voyage or charter period.
Pension and Retirement Obligations-Crew:
The
Companys ship-owning subsidiaries employ the crew on board under short-term contracts (usually up to nine months) and, accordingly, they are not liable for any pension or post-retirement benefits.
Provision for Employees Severance and Retirement Compensation:
The employees in the Companys office in Greece are protected
by Greek labor law. According to the law, the Company is required to pay retirement indemnities to employees upon dismissal or upon leaving with an entitlement to a full security retirement pension. The amount of compensation is based on the number
of years of service and the amount of remuneration at the date of dismissal or retirement up to a maximum of two years salary. If the employees remain in the employment of the Company until normal retirement age, they are entitled to
retirement compensation which is equal to 40% of the compensation amount that would be payable if they were dismissed at that time. The number of employees that will remain with the Company until retirement age is not known. The Company considers
this plan equivalent to a lump sum defined benefit pension plan and accounts for it under relevant guidance on employers accounting for pensions. The Company is required to annually value the statutory terminations indemnities liability.
Management obtains a valuation from independent actuaries to assist in the calculation of the benefits. The Company provides, in full, for the employees termination indemnities liability. This liability amounted to $1,336 and $1,127 at
December 31, 2017 and 2016, respectively.
F-20
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
U.S. Retirement Savings Plan:
The Company sponsors a 401(k) retirement savings plan,
which is categorized as a defined contribution plan. The plan is available to full time employees who meet the plans eligibility requirements. The plan permits employees to make contributions up to 15% of their annual salary with the Company
matching up to the first 6%. The Company makes monthly contributions (matching contributions) to the plan based on amounts contributed by employees. Subsequent to making the matching contributions, the Company has no further obligations. The Company
may make an additional discretionary contribution annually if such a contribution is authorized by the Board of Directors. The plan is administered by an independent professional firm that specializes in providing such services. See also Note 12.
Other Post-Retirement Obligations:
The Company has a legacy pension arrangement for certain Bahamian, Uruguayan and former Navios
Corporation employees. The entitlement to these benefits is only to these former employees. The expected costs of these benefits are accrued each year, using an accounting methodology similar to that for defined benefit pension plans.
Stock-Based Compensation:
In December 2017, the Company authorized the grant of restricted common stock and restricted stock units. In
December 2016, the Company authorized the grant of restricted share units and share appreciation rights. In December 2015, the Company authorized the issuance of shares of restricted common stock, restricted stock units and stock options in
accordance with the Companys stock option plan for its employees, officers and directors. These awards of restricted share units, share appreciation rights, restricted common stock, restricted stock units and stock options are based on service
conditions only and vest over three and four years. In December 2014, the Company also authorized the issuance of shares of restricted common stock, restricted stock units and stock options for its employees, officers and directors that vest upon
achievement of certain internal performance criteria including certain targets on operational performance and cost efficiency. See also Note 12.
The fair value of share appreciation rights and stock option grants is determined with reference to option pricing model and principally
adjusted Black-Scholes models. The fair value of restricted share units, restricted stock and restricted stock units is determined by reference to the quoted stock price on the date of grant. Compensation expense, net of estimated forfeitures, is
recognized based on a graded expense model over the vesting period. Compensation expense for the awards that vest upon achievement of the performance criteria is recognized when it is probable that the performance criteria will be met and are being
accounted for as equity.
(t)
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Financial Instruments:
Financial instruments carried on the balance sheet include cash and cash equivalents, restricted cash, trade receivables and payables, other receivables and other liabilities,
long-term debt, capital leases and
available-for-sale
securities. The particular recognition methods applicable to each class of financial instrument are disclosed in
the applicable significant policy description of each item, or included below as applicable.
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Financial Risk
Management:
The Companys activities expose it to a variety of financial risks including fluctuations in future freight rates, time charter hire rates, fuel prices and credit and interest rates risk. Risk management is carried out under
policies approved by executive management. Guidelines are established for overall risk management, as well as specific areas of operations.
Credit Risk:
The Company closely monitors its credit exposure to customers and counterparties for credit risk. The Company has policies
in place to ensure that it trades with customers and counterparties with an appropriate credit history.
Interest Rate Risk:
Any
differential to be paid or received on an interest rate swap agreement is recognized as a component of gain/loss on derivatives over the period of the agreement. Gains and losses on early termination of interest rate swaps are reflected in the
consolidated statements of comprehensive (loss)/income. The effective portion of changes in the fair value of interest rate swap agreements that are designated and qualify as cash flow hedges are recognized in equity.
Liquidity Risk:
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of
funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Company monitors cash balances appropriately to meet working capital needs.
Foreign Exchange Risk:
Foreign currency transactions are translated into the measurement currency at rates prevailing on the dates of
the relevant transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated
statements of comprehensive (loss)/income.
Accounting for Derivative Financial Instruments and Hedging Activities:
The Company may
enter into dry bulk shipping FFAs as economic hedges relating to identifiable ship and/or cargo positions and as economic hedges of transactions the Company expects to carry out in the normal course of its shipping business. By utilizing certain
derivative instruments, including dry bulk shipping FFAs, the Company manages the financial risk associated with fluctuating market conditions. The Company records all of its derivative financial instruments and hedges as economic hedges. The
Company classifies cash flows related to derivative financial instruments within cash provided by operating activities in the consolidated statements of cash flows.
F-21
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
(u)
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(Loss)/Earnings Per Share:
Basic (loss)/earnings per share are computed by dividing net (loss)/income attributable to Navios Holdings common stockholders by the weighted average number of shares of common
stock outstanding during the periods presented. Net (loss)/income attributable to Navios Holdings common stockholders is calculated by adding to (if a discount) or deducting from (if a premium) net (loss)/ income attributable to Navios Holdings
common stockholders the difference between the fair value of the consideration paid upon redemption and the carrying value of the preferred stock, including the unamortized issuance costs of the preferred stock, and the amount of any undeclared
dividend cancelled. Diluted (loss)/earnings per share reflect the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted. Dilution has been computed by the treasury stock method whereby
all of the Companys dilutive securities (stock options and warrants) are assumed to be exercised and the proceeds are used to repurchase common shares at the weighted average market price of the Companys common stock during the relevant
periods. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted (loss)/earnings per share computation. Restricted share units,
restricted stock and restricted stock units (vested and unvested) are included in the calculation of the diluted (loss)/earnings per share, based on the weighted average number of restricted share units, restricted stock and restricted stock units
assumed to be outstanding during the period. Convertible shares are included in the calculation of the diluted (loss)/earnings per share, based on the weighted average number of convertible shares assumed to be outstanding during the period. See
also Note 19.
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(v)
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Income Taxes:
The Company is a Marshall Islands Corporation. Pursuant to various treaties and the United States Internal Revenue Code, the Company believes that substantially all its operations are exempt
from income taxes in the Marshall Islands and the United States of America. The tax expense reflected in the Companys consolidated financial statements for the years ended December 31, 2017, 2016 and 2015 was mainly attributable to its
subsidiaries in South America, which are subject to the Argentinean and Paraguayan income tax regimes.
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The asset and
liability method is used to account for future income taxes. Under this method, future income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying
amounts and the tax bases of assets and liabilities. Future income tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on
future income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A deferred tax asset is recognized for temporary differences that will result in deductible amounts in future
years. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized.
On December 29, 2017, the Argentine government enacted the Law 27,430 introducing changes to the income tax law in Argentina. The new law
modifies the rates for income taxes applicable in the next years. In measuring its income tax assets and liabilities, Navios Logistics used the rate that is expected to be enacted at the time of the reversal of the asset or liability in the
calculation of the deferred tax for the items related to Argentina. An income tax rate of 30% was applied on temporary differences whose reversal is expected to occur in the years before 2020, and a rate of 25% on temporary differences remaining
thereafter. During the year ended December 31, 2017, the Company has recorded an income tax benefit of $2,837 within the caption Income tax benefit/(expense) in the consolidated statements of comprehensive (loss)/income related to
the change in the rate of the income tax.
(w)
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Dividends:
Dividends are recorded in the Companys financial statements in the period in which they are declared. Navios Holdings paid $0, $0 and $19,325 to its common stockholders during the years
ended December 31, 2017, 2016 and 2015, respectively, and $0, $3,681 and $16,025 to its preferred stockholders during the years ended December 31, 2017, 2016 and 2015, respectively. In November 2015, Navios Holdings announced that the
Board of Directors decided to suspend the dividend to its common stockholders. In February 2016, Navios Holdings announced the suspension of payment of quarterly dividends on its preferred stock, including the Series G Cumulative Redeemable
Perpetual Preferred Stock (the Series G) and Series H Cumulative Redeemable Perpetual Preferred Stock (the Series H). All inter-company dividends are eliminated upon consolidation.
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(x)
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Guarantees:
A liability for the fair value of an obligation undertaken in issuing the guarantee is recognized. The recognition of fair value is not required for certain guarantees such as the parents
guarantee of a subsidiarys debt to a third party or guarantees on product warranties. For those guarantees excluded from the above guidance requiring the fair value recognition provision of the liability, financial statement disclosures of
their terms are made.
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On November 15, 2012, the Company agreed to provide Navios Partners with guarantees against
counterparty default on certain existing charters (see also Note 15).
(y)
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Leases:
Vessel leases where Navios Holdings is regarded as the lessor are classified as either finance leases or operating leases based on an assessment of the terms of the lease.
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F-22
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
For charters classified as finance leases the minimum lease payments are recorded as the
gross investment in the lease. The difference between the gross investment in the lease and the sum of the present values of the two components of the gross investment is recorded as unearned income which is amortized to income over the lease term
as finance lease interest income to produce a constant periodic rate of return on the net investment in the lease.
For charters classified
as operating leases where Navios Holdings is regarded as the lessor, refer to Note 2(r).
For charters classified as operating leases where
Navios Holdings is regarded as the lessee, the expense is recognized on a straight line basis over the rental periods of such charter agreements. The expense is included under the line item Time charter, voyage and logistics business
expenses.
(z)
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Treasury Stock:
Treasury stock is accounted for using the cost method. Excess of the purchase price of the treasury stock acquired, plus direct acquisition costs over its par value is recorded in
additional
paid-in
capital.
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(aa)
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Trade Accounts Receivable:
The amount shown as accounts receivable, trade, at each balance sheet date, includes receivables from charterers for hire, freight and demurrage billings and FFA counterparties,
net of a provision for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts.
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(ab)
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Convertible Preferred Stock:
The Companys 2% Mandatorily Convertible Preferred Stock (Preferred Stock) is recorded at fair market value on the date of issuance. The fair market value is
determined using a binomial valuation model. The model which is used takes into account the credit spread of the Company, the volatility of its stock, as well as the price of its stock at the issuance date. Each preferred share has a par value of
$0.0001. Each holder of Preferred Stock is entitled to receive an annual dividend equal to 2.0% on the nominal value of the Preferred Stock, payable quarterly, until such time as the Preferred Stock converts into common stock. Five years after the
issuance date, 30.0% of the then-outstanding shares of Preferred Stock shall automatically convert into shares of common stock at a conversion price equal to $10.00 per share of common stock with the remaining balance of the then-outstanding shares
of Preferred Stock being converted into shares of common stock under the same terms 10 years after their issuance date. At any time following the third anniversary from their issuance date, if the closing price of the common stock has been at least
$20.00 per share, for 10 consecutive business days, the remaining balance of the then-outstanding preferred shares shall automatically convert at a conversion price equal to $14.00 per share of common stock. The holders of Preferred Stock are
entitled, at their option, at any time following their issuance date and prior to their final conversion date, to convert all or any such then-outstanding preferred shares into common stock at a conversion price equal to $14.00 per common stock. See
also Note 16.
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(ac)
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Cumulative Redeemable Perpetual Preferred Stock:
The Companys 2,000,000 American Depositary Shares, Series G and the 4,800,000 American Depositary Shares, Series H are recorded at fair market value
on issuance. Each of the shares represents 1/100th of a share of the Series G, with a liquidation preference of $2,500.00 per share ($25.00 per American Depositary Share). Dividends are payable quarterly in arrears on the Series G at a rate of 8.75%
per annum and on the Series H at a rate of 8.625% per annum of the stated liquidation preference. At any time on or after January 28, 2019, the Series G may be redeemed at the Companys option and at any time on or after July 8, 2019,
the Series H may be redeemed at the Companys option (and the American Depositary Shares can be caused to be redeemed), in whole or in part, out of amounts legally available therefore, at a redemption price of $2,500.00 per share (equivalent to
$25.00 per American Depositary Share) plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption, whether or not declared. The Company has accounted for these shares as equity. See also Note 16.
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(ad)
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Investment in
Available-for-Sale
Securities:
The Company classifies its existing marketable equity securities as
available-for-sale.
These securities are carried at fair value, with unrealized gains and losses excluded from earnings and reported directly in stockholders equity as a
component of other comprehensive (loss)/income unless an unrealized loss is considered other-than-temporary, in which case it is transferred to the consolidated statements of comprehensive (loss)/income. Management evaluates securities
for other-than-temporary impairment (OTTI) on a quarterly basis. Consideration is given to (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term
prospects of the investee, and (iii) the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in fair value.
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Investment in Equity Securities:
Navios Holdings evaluates its investments in Navios Acquisition, Navios Partners, Navios Europe
I, Navios Europe II and Navios Containers for OTTI on a quarterly basis. Consideration is given to (i) the length of time and the extent to which the fair value has been less than the carrying value, (ii) the financial condition and
near-term prospects of Navios Partners, Navios Acquisition, Navios Europe I, Navios Europe II and Navios Containers, and (iii) the intent and ability of the Company to retain its investment in Navios Acquisition, Navios Partners, Navios Europe
I, Navios Europe II and Navios Containers, for a period of time sufficient to allow for any anticipated recovery in fair value. If we consider any decline to be other-than-temporary, then we would write down the carrying amount of the
investment to its estimated fair value.
F-23
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
(ae)
|
Financial Instruments and Fair Value:
Guidance on Fair Value Measurements provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements).
|
A financial instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair
value measurement. In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to guidance on Fair Value Measurements.
(af)
|
Recent Accounting Pronouncements:
|
In May 2017, the Financial Accounting
Standards Board (FASB) issued
ASU 2017-09,
Compensation Stock Compensation (Topic 718). This update provides clarity and reduces both diversity in practice and
cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. The amendments in this update affect any entity that changes the terms or conditions of a share-based payment
award and are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities
for reporting periods for which financial statements have not yet been issued and all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this update should be applied
prospectively to an award modified on or after the adoption date. The adoption of this new accounting standard is not expected to have material impact on the Companys results of operations, financial position or cash flows.
In February 2017, FASB issued ASU
2017-05,
Other IncomeGains and Losses from the
Derecognition of Nonfinancial Assets (Subtopic
610-20).
This update clarifies the scope of Subtopic
610-20
Other IncomeGains and Losses from the
Derecognition of Nonfinancial Assets and provides guidance for partial sales of nonfinancial assets. Subtopic
610-20,
which was issued in May 2014 as a part of ASU
2014-09,
Revenue from Contracts with Customers (Topic 606), provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. The
amendments in ASU
2017-05
are effective at the same time as the amendments in ASU
2014-09.
Therefore, for public entities, the amendments are effective for annual
reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The adoption of this new standard is not expected to have material impact on the Companys results of operations,
financial position or cash flows.
In January 2017, FASB issued ASU
2017-04,
Intangibles-Goodwill and Other (Topic 350). This update addresses concern expressed about the cost and complexity of the goodwill impairment test and simplifies how an entity is required to test goodwill for impairment by eliminating
Step 2 from the goodwill impairment test. The amendments in this ASU are required for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the
subsequent measurement of goodwill. The amendments are effective for public business entities that are SEC filers for fiscal years beginning after December 15, 2019. Early adoption is permitted for all entities. The Company is currently
assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements.
In January 2017, FASB
issued ASU
2017-03,
Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323). The ASU amends the Codification for SEC staff announcements
made at recent Emerging Issues Task Force (EITF) meetings. The SEC guidance that specifically relates to our consolidated financial statement was from the September 2016 meeting, where the SEC staff expressed their expectations about the extent of
disclosures registrants should make about the effects of the new FASB guidance as well as any amendments issued prior to adoption, on revenue (ASU
2014-09),
leases (ASU
2016-02)
and credit losses on financial instruments (ASU
2016-13)
in accordance with SAB Topic 11.M. Registrants are required to disclose the effect that recently issued
accounting standards will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, then additional qualitative disclosures should be considered. The ASU
incorporates these SEC staff views into ASC 250 and adds references to that guidance in the transition paragraphs of each of the three new standards. The adoption of this ASU did not have a material effect on the Companys consolidated
financial statements.
In December 2016, FASB issued ASU
2016-20,
Technical Corrections and
Improvements to Topic 606, Revenue from Contracts with Customers. The amendments in this ASU affect narrow aspects of the guidance issued in ASU
2014-09,
which is not yet effective, and are of a similar
nature to the items typically addressed in the Technical Corrections and Improvements project. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for Topic 606 (and any
other Topic amended by Update
2014-09).
ASU
2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective
date of Update
2014-09
by one year, as noted below.
F-24
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
In November 2016, FASB issued ASU
2016-18,
Statement of Cash Flows (Topic 230): Restricted Cash. This update addresses the classification and presentation of changes in restricted cash on the statement of cash flows under Topic 230, Statement of Cash Flows. The amendments are
effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Retrospective transition method is required. Early adoption is permitted for all entities. The Company
currently presents changes in restricted cash and cash equivalents depending on the nature of the cash flow within the consolidated statement of cash flows. The new guidance will not impact financial results, but will result in a change in the
presentation of restricted cash and cash equivalents within the statement of cash flows. The Company currently plans to adopt this guidance from January 1, 2018.
In August 2016, FASB issued ASU
2016-15,
Statement of Cash Flows: Classification of Certain Cash
Receipts and Cash Payments. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments are effective for public business entities for fiscal years beginning after
December 15, 2017, and interim periods within those fiscal years. This update will be adopted as from January 1, 2018 and applied on a retrospective basis. The Company has assessed each of the eight specific presentation issues and
determined that the adoption of this ASU does not have a material impact on the Companys consolidated financial statements.
In June
2016, FASB issued ASU
No. 2016-13,
Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires entities to measure all
expected credit losses of financial assets held at a reporting date based on historical experience, current conditions, and reasonable and supportable forecasts in order to record credit losses in a more timely matter. ASU
2016-13
also amends the accounting for credit losses on
available-for-sale
debt securities and purchased financial assets with credit
deterioration. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for interim and annual periods beginning after December 15, 2018. The Company is
currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements.
In February
2016, FASB issued ASU
2016-02,
Leases (Topic 842). ASU
2016-02
will apply to both capital (or finance) leases and operating leases. According to ASU
2016-02,
lessees will be required to recognize assets (right of use asset) and liabilities (lease liabilities) on the balance sheet for both types of leases, capital (or finance) leases and operating leases, with
terms greater than 12 months. ASU 2016 02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted.
This guidance requires companies to identify lease and
non-lease
components of a lease agreement. Lease
components relate to the right to use the leased asset and
non-lease
components relate to payments for goods or services that are transferred separately from the right to use the underlying asset. Total lease
consideration is allocated to lease and
non-lease
components on a relative standalone basis. The recognition of revenues related to lease components will be governed by ASC 842 while revenue related to
non-lease
components will be subject to ASC 606.
In January 2018, the FASB issued a proposed amendment
to ASC 842, Leases, that would provide an entity the optional transition method to initially account for the impact of the adoption with a cumulative adjustment to accumulated deficit on the effective date of the ASU, January 1, 2019 rather
than January 1, 2017, which would eliminate the need to restate amounts presented prior to January 1, 2019. In addition, this proposed amendment, lessors can elect, as a practical expedient, not to allocate the total consideration to lease
and
non-lease
components based on their relative standalone selling prices. If adopted, this practical expedient will allow lessors to elect a combined single lease component presentation if (i) the
timing and pattern of the revenue recognition of the combined single lease component is the same, and (ii) the related lease component and, the combined single lease component would be classified as an operating lease.
ASC 842 provides practical expedients that allow entities to not (i) reassess whether any expired or existing contracts are considered or
contain leases; (ii) reassess the lease classification for any expired or existing leases; and (iii) reassess initial direct costs for any existing leases.
The Company plans to adopt the standard on January 1, 2019 and expects to elect the use of practical expedients. If the proposed amendment
to ASC 842 is adopted, the Company would elect the transition method for adoption as described above. Based on a preliminary assessment, the Company expects the adoption of this guidance to have a material impact on its assets and liabilities due to
its
charter-in
contracts and the recognition of
right-of-use
assets and lease liabilities on its consolidated balance sheets
although adoption is not expected to significantly change the recognition, measurement or presentation of lease expenses within the statements of comprehensive (loss)/income or cash flows.
With regards to the Companys
charter-out
contracts, the Company is not expecting that the
adoption will have a material effect on its consolidated financial statements since the Company is a lessor for these
charter-out
contracts and the changes are fairly minor. If the proposed practical expedient
mentioned above is adopted and elected, good and services embedded in the
charter-out
contract that qualify as
non-lease
components will be combined under a single lease
component presentation. However, without the proposed practical expedient, the Company expects that it will continue to recognize the lease revenue component
F-25
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
using an approach that is substantially equivalent to existing guidance. The components of the charter hire that are categorized as lease components will generally be a fixed rate per day with
revenue recognized straight line over the lease contract. Other goods and services that are categorized as
non-lease
components will be recognized at either a point in time or over time based on the pattern of
transfer of the underlying goods or services to our charterers.
The Company is continuing its assessment of other miscellaneous leases,
which have lease terms greater than 12 months and the Company is the lessee and may identify additional impacts this guidance will have on the consolidated financial statements and disclosures.
In January 2016, FASB issued ASU
2016-01,
Financial InstrumentsOverall (Subtopic
825-10)Recognition
and Measurement of Financial Assets and Financial Liabilities. The amendments in this ASU require an entity (i) to measure equity investments (except those accounted for under the
equity method of accounting or those that result in consolidation of the investee) at fair value with changes in fair value recognized in net income; (ii) to perform a qualitative assessment to identify impairment in equity investments without
readily determinable fair values; (iii) to present separately in other comprehensive income the fair value of a liability resulting from a change in the instrument-specific credit risk; and (iv) to present separately financial assets and
financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet. The amendments also eliminate the requirement, for public business entities, to disclose the methods and
significant assumptions used to estimate the fair value of financial instruments measured at amortized cost on the balance sheet and clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to
available-for-sale
securities in combination with the entitys other deferred tax assets. For public business entities, ASU
2016-01
is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this new standard is not expected to have a material impact on
the Companys results of operations, financial position or cash flows.
In May 2014, FASB issued ASU
2014-09,
Revenue from Contracts with Customers, clarifying the method used to determine the timing and requirements for revenue recognition on the statements of income. Under the new standard, an
entity must identify the performance obligations in a contract, the transaction price and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. The amendments in this update also require
disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cash flow arising from contracts. In August 2015, the FASB issued ASU
2015-14
which
deferred the effective date of ASU
2014-09
for all entities by one year. The standard will be effective for public entities for annual reporting periods beginning after December 15, 2017 and interim
periods therein. The Company will adopt the standard as of January 1, 2018 and will utilize the modified retrospective approach and is expecting that the adoption will not have a material effect on its financial statements. The Company has
chartered certain of its vessels since inception in time charter agreements and in this respect revenue is accounted under ASC 840, Leases. The Company also operates certain of its vessels under voyage contracts and/or contracts of affreightment,
contracts for which currently revenue is recognized ratably from when a vessel becomes available for loading to the completion of the discharge of the current cargo, provided an agreed
non-cancelable
charter
between the Company and the charterer is in existence. Upon adoption, the Company will recognize revenue ratably from the vessels arrival at the loading port, as applicable under the contract, to when the charterers cargo is discharged
as well as defer costs that meet the definition of costs to fulfill a contract and relate directly to the contract. The estimated impact of the adoption of this standard is expected to be minimal in operating revenues and expenses and
net income/(loss).
NOTE 3: CASH AND CASH EQUIVALENTS
Cash and cash equivalents consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2017
|
|
|
December 31,
2016
|
|
Cash on hand and at banks
|
|
$
|
127,625
|
|
|
$
|
126,584
|
|
Short-term deposits and highly liquid funds
|
|
|
7
|
|
|
|
9,408
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
127,632
|
|
|
$
|
135,992
|
|
|
|
|
|
|
|
|
|
|
Short-term deposits and highly liquid funds relate to amounts held in banks for general financing purposes and
represent deposits with an original maturity of less than three months.
Cash deposits and cash equivalents in excess of amounts covered
by government-provided insurance are exposed to loss in the event of
non-performance
by financial institutions. Navios Holdings does maintain cash deposits and equivalents in excess of government provided
insurance limits. Navios Holdings reduces exposure to credit risk by dealing with a diversified group of major financial institutions.
F-26
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
NOTE 4: ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2017
|
|
|
December 31,
2016
|
|
Accounts receivable
|
|
$
|
80,037
|
|
|
$
|
85,266
|
|
Less: provision for doubtful receivables
|
|
|
(19,706
|
)
|
|
|
(19,437
|
)
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
$
|
60,331
|
|
|
$
|
65,829
|
|
|
|
|
|
|
|
|
|
|
Changes to the provisions for doubtful accounts are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful receivables
|
|
Balance at
Beginning of
Period
|
|
|
Charges to
Costs and
Expenses
|
|
|
Amount
Utilized
|
|
|
Balance at
End of
Period
|
|
Year ended December 31, 2015
|
|
$
|
(18,464
|
)
|
|
$
|
(59
|
)
|
|
$
|
245
|
|
|
$
|
(18,278
|
)
|
Year ended December 31, 2016
|
|
$
|
(18,278
|
)
|
|
$
|
(1,304
|
)
|
|
$
|
145
|
|
|
$
|
(19,437
|
)
|
Year ended December 31, 2017
|
|
$
|
(19,437
|
)
|
|
$
|
(269
|
)
|
|
$
|
|
|
|
$
|
(19,706
|
)
|
Concentration of credit risk with respect to accounts receivable is limited due to the Companys large
number of customers, who are internationally dispersed and have a variety of end markets in which they sell. Due to these factors, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in the
Companys trade receivables. For the year ended December 31, 2017, no customers accounted for more than 10% of the Companys revenue. For the year ended December 31, 2016, two customers accounted for 14.7% and 13.1%,
respectively, of the Companys revenue. For the year ended December 31, 2015, one customer accounted for 15.1% of the Companys revenue being the customer who accounted for 14.7% in the year ended December 31, 2016.
NOTE 5: PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2017
|
|
|
December 31,
2016
|
|
Prepaid voyage and operating costs
|
|
$
|
8,022
|
|
|
$
|
8,352
|
|
Claims receivable
|
|
|
12,307
|
|
|
|
9,822
|
|
Prepaid other taxes
|
|
|
4,520
|
|
|
|
4,279
|
|
Advances for working capital purposes
|
|
|
18
|
|
|
|
4,486
|
|
Other
|
|
|
2,516
|
|
|
|
1,957
|
|
|
|
|
|
|
|
|
|
|
Total prepaid expenses and other current assets
|
|
$
|
27,383
|
|
|
$
|
28,896
|
|
|
|
|
|
|
|
|
|
|
Claims receivable mainly represents claims against vessels insurance underwriters in respect of damages
arising from accidents or other insured risks, as well as claims under charter contracts including
off-hires.
While it is anticipated that claims receivable will be recovered within one year, such claims may
not all be recovered within one year due to the attendant process of settlement. Nonetheless, amounts are classified as current as they represent amounts currently due to the Company. All amounts are shown net of applicable deductibles.
F-27
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
NOTE 6: VESSELS, PORT TERMINALS AND OTHER FIXED ASSETS, NET
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessels
|
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net Book
Value
|
|
Balance December 31, 2014
|
|
$
|
1,841,140
|
|
|
$
|
(376,794
|
)
|
|
$
|
1,464,346
|
|
Additions
|
|
|
|
|
|
|
(70,894
|
)
|
|
|
(70,894
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2015
|
|
|
1,841,140
|
|
|
|
(447,688
|
)
|
|
|
1,393,452
|
|
Additions
|
|
|
60,115
|
|
|
|
(73,847
|
)
|
|
|
(13,732
|
)
|
Transfers
|
|
|
29,695
|
|
|
|
|
|
|
|
29,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2016
|
|
|
1,930,950
|
|
|
|
(521,535
|
)
|
|
|
1,409,415
|
|
Additions
|
|
|
|
|
|
|
(73,017
|
)
|
|
|
(73,017
|
)
|
Impairment losses
|
|
|
(104,157
|
)
|
|
|
58,034
|
|
|
|
(46,123
|
)
|
Disposals
|
|
|
(11,828
|
)
|
|
|
|
|
|
|
(11,828
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2017
|
|
$
|
1,814,965
|
|
|
$
|
(536,518
|
)
|
|
$
|
1,278,447
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Port Terminals (Navios Logistics)
|
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net Book
Value
|
|
Balance December 31, 2014
|
|
$
|
106,399
|
|
|
$
|
(20,467
|
)
|
|
$
|
85,932
|
|
Additions
|
|
|
2,287
|
|
|
|
(3,431
|
)
|
|
|
(1,144
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2015
|
|
|
108,686
|
|
|
|
(23,898
|
)
|
|
|
84,788
|
|
Additions
|
|
|
2,051
|
|
|
|
(3,493
|
)
|
|
|
(1,442
|
)
|
Transfers
|
|
|
(1,513
|
)
|
|
|
|
|
|
|
(1,513
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2016
|
|
|
109,224
|
|
|
|
(27,391
|
)
|
|
|
81,833
|
|
Additions
|
|
|
5,060
|
|
|
|
(5,237
|
)
|
|
|
(177
|
)
|
Transfers from deposits for vessels, port terminals and other fixed assets
|
|
|
137,357
|
|
|
|
|
|
|
|
137,357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2017
|
|
$
|
251,641
|
|
|
$
|
(32,628
|
)
|
|
$
|
219,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tanker vessels, barges and pushboats (Navios
Logistics)
|
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net Book
Value
|
|
Balance December 31, 2014
|
|
$
|
464,966
|
|
|
$
|
(111,137
|
)
|
|
$
|
353,829
|
|
Additions
|
|
|
6,188
|
|
|
|
(20,007
|
)
|
|
|
(13,819
|
)
|
Restructure of capital lease
|
|
|
(210
|
)
|
|
|
|
|
|
|
(210
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2015
|
|
|
470,944
|
|
|
|
(131,144
|
)
|
|
|
339,800
|
|
Additions
|
|
|
738
|
|
|
|
(18,894
|
)
|
|
|
(18,156
|
)
|
Transfers
|
|
|
3,696
|
|
|
|
|
|
|
|
3,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2016
|
|
|
475,378
|
|
|
|
(150,038
|
)
|
|
|
325,340
|
|
Additions
|
|
|
5,531
|
|
|
|
(17,603
|
)
|
|
|
(12,072
|
)
|
Disposals
|
|
|
(3,585
|
)
|
|
|
3,585
|
|
|
|
|
|
Revaluation of vessels due to termination of capital lease obligation
|
|
|
(5,243
|
)
|
|
|
|
|
|
|
(5,243
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2017
|
|
$
|
472,081
|
|
|
$
|
(164,056
|
)
|
|
$
|
308,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-28
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other fixed assets
|
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net Book
Value
|
|
Balance December 31, 2014
|
|
$
|
13,426
|
|
|
$
|
(6,390
|
)
|
|
$
|
7,036
|
|
Additions
|
|
|
443
|
|
|
|
(1,558
|
)
|
|
|
(1,115
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2015
|
|
|
13,869
|
|
|
|
(7,948
|
)
|
|
|
5,921
|
|
Additions
|
|
|
2,250
|
|
|
|
(1,475
|
)
|
|
|
775
|
|
Transfers
|
|
|
(2,183
|
)
|
|
|
|
|
|
|
(2,183
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2016
|
|
|
13,936
|
|
|
|
(9,423
|
)
|
|
|
4,513
|
|
Additions
|
|
|
531
|
|
|
|
(1,257
|
)
|
|
|
(726
|
)
|
Disposals
|
|
|
(75
|
)
|
|
|
28
|
|
|
|
(47
|
)
|
Write offs
|
|
|
(32
|
)
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2017
|
|
$
|
14,360
|
|
|
$
|
(10,620
|
)
|
|
$
|
3,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
Net Book
Value
|
|
Balance December 31, 2014
|
|
$
|
2,425,931
|
|
|
$
|
(514,788
|
)
|
|
$
|
1,911,143
|
|
Additions
|
|
|
8,918
|
|
|
|
(95,890
|
)
|
|
|
(86,972
|
)
|
Restructure of capital lease
|
|
|
(210
|
)
|
|
|
|
|
|
|
(210
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2015
|
|
|
2,434,639
|
|
|
|
(610,678
|
)
|
|
|
1,823,961
|
|
Additions
|
|
|
65,154
|
|
|
|
(97,709
|
)
|
|
|
(32,555
|
)
|
Transfers
|
|
|
29,695
|
|
|
|
|
|
|
|
29,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2016
|
|
|
2,529,488
|
|
|
|
(708,387
|
)
|
|
|
1,821,101
|
|
Additions
|
|
|
11,122
|
|
|
|
(97,114
|
)
|
|
|
(85,992
|
)
|
Impairment losses
|
|
|
(104,157
|
)
|
|
|
58,034
|
|
|
|
(46,123
|
)
|
Disposals
|
|
|
(15,488
|
)
|
|
|
3,613
|
|
|
|
(11,875
|
)
|
Write offs
|
|
|
(32
|
)
|
|
|
32
|
|
|
|
|
|
Revaluation of vessels due to termination of capital lease obligation
|
|
|
(5,243
|
)
|
|
|
|
|
|
|
(5,243
|
)
|
Transfers from deposits for vessels, port terminals and other fixed assets
|
|
|
137,357
|
|
|
|
|
|
|
|
137,357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2017
|
|
$
|
2,553,047
|
|
|
$
|
(743,822
|
)
|
|
$
|
1,809,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits for Vessels and Port Terminals Acquisitions
On February 11, 2014, Navios Logistics entered into an agreement, as amended on June 3, 2016, for the construction of three new
pushboats with a purchase price of $7,344 for each pushboat. As of December 31, 2017 and December 31, 2016, Navios Logistics had paid $30,708 and $16,156, respectively, for the construction of the new pushboats which were delivered in
February 2018. Capitalized interest included in deposits for vessels, port terminals and other fixed assets for the construction of the three new pushboats amounted to $3,384 and $1,934 as of December 31, 2017 and December 31, 2016,
respectively.
Navios Logistics has signed a shipbuilding contract for the construction of a river and estuary tanker for a total
consideration of $14,854 (12,400). As of December 31, 2017, Navios Logistics had paid $6,141 (including supervision costs). Capitalized interest included in deposits for vessels, port terminals and other fixed assets for the construction
of the vessel amounted to $205 as of December 31, 2017. The vessel is expected to be delivered in the second quarter of 2018. Navios Logistics has secured a credit from the shipbuilder to finance up to 50% of the purchase price, with a maximum
amount of $7,427 (6,200).
During the second quarter of 2017, Navios Logistics substantially completed the expansion of its dry port
in Uruguay. As of December 31, 2017, a total of $137,357 had been transferred to Vessels, port terminals and other fixed assets, net in the consolidated balance sheets of which capitalized interest amounted to $9,971. As of
December 31, 2016, Navios Logistics had paid $120,735 for the expansion of its dry port in Uruguay. Capitalized interest included in deposits for vessels, port terminals and other fixed assets for the expansion of dry port amounted to $6,862 as
of December 31, 2016.
F-29
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Impairment losses
During year ended December 31, 2017, Navios Holdings recorded an impairment loss of $32,930 for one of its vessels.
On June 16, 2017, Navios Holdings completed the sale to an unrelated third party of the Navios Ionian, a 2000 built Japanese dry bulk
vessel of 52,067 dwt, for a total net sale price of $5,280 paid in cash. As of December 31, 2017, Navios Holdings total impairment loss recognized due to the sale amounted to $9,098 (including $551 remaining carrying balance of dry dock
and special survey costs).
On July 13, 2017 Navios Holdings completed the sale to an unrelated third party of the Navios Horizon, a
2001 built Japanese dry bulk vessel of 50,346 dwt, for a total net sale price of $6,548 paid in cash. As of December 31, 2017, Navios Holdings total impairment loss recognized due to the sale amounted to $5,141 (including $495 remaining
carrying balance of dry dock and special survey costs).
Vessel Acquisitions
On January 12, 2016, Navios Holdings took delivery of the Navios Sphera, a 2016-Japanese built 84,872 dwt Panamax vessel, and Navios Mars,
a 2016-Japanese built 181,259 dwt Capesize vessel, for an acquisition cost of $34,352 and $55,458, respectively, of which $49,910 was paid in cash and $39,900 was financed through a loan. As of March 31, 2016, deposits of $29,695, relating to
the acquisition of Navios Sphera and Navios Mars, had been transferred to vessels cost.
Navios Logistics
On September 4, 2017, Navios Logistics has signed an agreement for the construction of covers for dry barges for a total consideration of
$1,115. As of December 31, 2017, Navios Logistics had paid $629.
On May 18, 2017, Navios Logistics acquired two product
tankers, Ferni H (16,871 DWT) and San San H (16,871 DWT) for $11,239 which were previously leased with an obligation to purchase in 2020. Following the acquisition of the two product tankers, the remaining capital lease
obligation was terminated and the carrying value of the tankers was adjusted for the difference between the purchase price and the carrying value. As of December 31, 2016, the obligations for these vessels were accounted for as capital leases
and the lease payments during the year ended December 31, 2016 for both vessels were $3,032.
In February 2017, two fully depreciated
self-propelled barges of Navios Logistics fleet, Formosa and San Lorenzo, were sold for a total amount of $1,109, to be paid in cash. Sale prices for the barges will be received in installments in the form of lease payments through 2023. The
barges may be transferred at the lessees option at no cost at the end of the lease period. As of December 31, 2017, the current portion of the outstanding receivable amounted to $318 and is included in Prepaid expenses and other
current assets and the
non-current
portion of the outstanding receivable amounted to $500 and is included in Other long-term assets in the consolidated balance sheet. Gain on sale of assets
of $1,075 was included in the statement of comprehensive (loss)/income within the caption of Gain on sale of assets.
NOTE 7: INTANGIBLE
ASSETS/LIABILITIES OTHER THAN GOODWILL
Net Book Value of Intangible Assets/Liabilities other than Goodwill as at December 31,
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
Cost
|
|
|
Accumulated
Amortization
|
|
|
Write
off
|
|
|
Net Book Value
December 31,
2017
|
|
Trade name
|
|
$
|
100,420
|
|
|
$
|
(45,156
|
)
|
|
$
|
|
|
|
$
|
55,264
|
|
Port terminal operating rights
|
|
|
53,152
|
|
|
|
(10,889
|
)
|
|
|
|
|
|
|
42,263
|
|
Customer relationships
|
|
|
35,490
|
|
|
|
(17,745
|
)
|
|
|
|
|
|
|
17,745
|
|
Favorable lease terms(*)
|
|
|
11,548
|
|
|
|
|
|
|
|
(10,398
|
)
|
|
|
1,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intangible assets
|
|
$
|
200,610
|
|
|
$
|
(73,790
|
)
|
|
$
|
(10,398
|
)
|
|
$
|
116,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-30
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Net Book Value of Intangible Assets/Liabilities other than Goodwill as at
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
Cost
|
|
|
Accumulated
Amortization
|
|
|
Write
off
|
|
|
Net Book Value
December 31,
2016
|
|
Trade name
|
|
$
|
100,420
|
|
|
$
|
(41,303
|
)
|
|
$
|
|
|
|
$
|
59,117
|
|
Port terminal operating rights
|
|
|
53,152
|
|
|
|
(10,162
|
)
|
|
|
|
|
|
|
42,990
|
|
Customer relationships
|
|
|
35,490
|
|
|
|
(15,971
|
)
|
|
|
|
|
|
|
19,519
|
|
Favorable lease terms(*)
|
|
|
82,485
|
|
|
|
(6,359
|
)
|
|
|
(70,937
|
)
|
|
|
5,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intangible assets
|
|
|
271,547
|
|
|
|
(73,795
|
)
|
|
|
(70,937
|
)
|
|
|
126,815
|
|
Unfavorable lease terms(**)
|
|
|
(24,721
|
)
|
|
|
|
|
|
|
24,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
246,826
|
|
|
$
|
(73,795
|
)
|
|
$
|
(46,216
|
)
|
|
$
|
126,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
|
As of December 31, 2017 and 2016, intangible assets associated with the favorable lease terms included an amount of $1,150 and $1,180, respectively related to purchase options for the vessels (see also Note 2(n)).
During the year ended December 31, 2017, acquisition costs of $10,398 and accumulated amortization of $7,001 of favorable lease terms considered impaired and were written off resulting in a loss of $3,397. During the year ended
December 31, 2016, acquisition costs of $70,937 and accumulated amortization of $57,930 of favorable lease terms were written off resulting in a loss of $13,007. This
write-off
resulted from the early
redelivery of one vessel.
|
(**)
|
As of December 31, 2016, the intangible liability associated with the unfavorable lease terms included an amount of $0, related to purchase options held by third parties (see also Note 2(n)). During the year ended
December 31, 2016, acquisition costs of $24,721 and accumulated amortization of $17,406 of unfavorable lease terms were written off resulting in an income of $7,315. This
write-off
resulted from the early
redelivery of one vessel. As of December 31, 2016, no purchase options held by third parties have been exercised.
|
On
December 15, 2014, Navios Logistics acquired two companies for a total consideration of $17,000, of which $10,200 was paid in 2014 and $6,800 was paid in 2015. These companies, as free zone direct users, hold the right to occupy approximately
53 acres of undeveloped riverfront land located in the Nueva Palmira free zone in Uruguay, adjacent to Navios Logistics existing port.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
Expense and
Write Offs
Year Ended
December 31,
2017
|
|
|
Amortization
Expense and
Write Offs
Year Ended
December 31,
2016
|
|
|
Amortization
Expense and
Write Offs
Year Ended
December 31,
2015
|
|
Trade name
|
|
$
|
3,853
|
|
|
$
|
3,902
|
|
|
$
|
3,811
|
|
Port terminal operating rights
|
|
|
727
|
|
|
|
706
|
|
|
|
1,006
|
|
Customer relationships
|
|
|
1,775
|
|
|
|
1,775
|
|
|
|
1,775
|
|
Favorable lease terms
|
|
|
4,038
|
|
|
|
17,260
|
|
|
|
32,444
|
|
Unfavorable lease terms
|
|
|
|
|
|
|
(7,526
|
)
|
|
|
(14,615
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,393
|
|
|
$
|
16,117
|
|
|
$
|
24,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The remaining aggregate amortization of acquired intangibles as of December 31, 2017 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Within one
year
|
|
|
Year Two
|
|
|
Year Three
|
|
|
Year Four
|
|
|
Year Five
|
|
|
Thereafter
|
|
|
Total
|
|
Trade name
|
|
$
|
2,811
|
|
|
$
|
2,811
|
|
|
$
|
2,818
|
|
|
$
|
2,811
|
|
|
$
|
2,811
|
|
|
$
|
41,202
|
|
|
$
|
55,264
|
|
Port terminal operating rights
|
|
|
985
|
|
|
|
985
|
|
|
|
985
|
|
|
|
985
|
|
|
|
985
|
|
|
|
37,338
|
|
|
|
42,263
|
|
Customer relationships
|
|
|
1,775
|
|
|
|
1,775
|
|
|
|
1,775
|
|
|
|
1,775
|
|
|
|
1,775
|
|
|
|
8,870
|
|
|
|
17,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortization
|
|
$
|
5,571
|
|
|
$
|
5,571
|
|
|
$
|
5,578
|
|
|
$
|
5,571
|
|
|
$
|
5,571
|
|
|
$
|
87,410
|
|
|
$
|
115,272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-31
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
NOTE 8: INVESTMENTS IN AFFILIATES AND INVESTMENTS IN AVAILABLE
FOR-SALE
SECURITIES
Navios Partners
On August 7, 2007, Navios Holdings formed Navios Partners under the laws of Marshall Islands. Navios GP L.L.C. (the General
Partner), a wholly owned subsidiary of Navios Holdings, was also formed on that date to act as the general partner of Navios Partners and received a 2.0% general partner interest.
In February 2015, Navios Partners completed a public offering of 4,600,000 common units, raising gross proceeds of $60,214. Following this
transaction, Navios Holdings paid $1,229 to retain its 2.0% general partner interest. In addition, Navios Partners completed a private placement of 1,120,547 common units and 22,868 general partner units to Navios Holdings raising additional gross
proceeds of $14,967.
On March 17, 2017, Navios Holdings transferred to Navios Partners its participation in the Navios Revolving
Loans I and the Navios Term Loans I, both as defined herein, and relating to Navios Europe I, for a consideration of $33,473, comprised of $4,050 in cash and 13,076,923 newly issued common units of Navios Partners with a fair value of $29,423 (based
on Navios Partners trading price as of the closing of the transaction). Concurrently, Navios Holdings acquired 266,876 common units in Navios Partners in order to maintain its 2% general partner interest for a cash consideration of $468. See
also Note 15.
On March 20, 2017, Navios Partners announced that it has closed an offering of 47,795,000 common units at $2.10 per
common unit. Navios Holdings acquired 975,408 common units in Navios Partners in order to maintain its 2% general partner interest for a cash consideration of $2,048.
During the first quarter of 2017, Navios Partners also issued 2,040,000 of common units to certain Navios Partners directors and/or
officers, and 1,200,442 common units pursuant to Navios Partners Continuous Offering Program Sales Agreement. Concurrently, Navios Holdings acquired 66,131 common units in Navios Partners in order to maintain its 2% general partner interest
for a cash consideration of $110.
In September 2017, Navios Holdings acquired 7,376 common units in Navios Partners in order to maintain
its 2% general partner interest for a cash consideration of $12.
As of December 31, 2017, Navios Holdings held a total of 28,421,233
common units and 3,016,284 general partners units, representing a 20.8% interest in Navios Partners, including the 2.0% general partner interest, and the entire investment in Navios Partners is accounted for under the equity method.
As of December 31, 2017 and 2016, the unamortized difference between the carrying amount of the investment in Navios Partners and the
amount of the Companys underlying equity in net assets of Navios Partners was $98,608 and $112,417, respectively, and is amortized through Equity/(loss) in net earnings of affiliated companies over the remaining life of Navios
Partners tangible and intangible assets.
As of December 31, 2017 and 2016, the carrying amount of the investment in Navios
Partners was $66,773 and $24,033, respectively. During the year ended December 31, 2016, the Company recognized an OTTI loss of $83,596 relating to its investment in Navios Partners and the amount was included in Equity/(loss) in net
earnings of affiliated companies.
Total
pre-OTTI
equity method income/(loss) and
amortization of deferred gain of $12,570, $(5,979) and $15,462 were recognized in Equity/(loss) in net earnings of affiliated companies for the years ended December 31, 2017, 2016 and 2015, respectively.
Dividends received during the year ended December 31, 2017, 2016 and 2015 were $0, $0 and $27,993, respectively.
As of December 31, 2017, the market value of the investment in Navios Partners was $74,193.
Acropolis
Navios Holdings has a 50%
interest in Acropolis, a brokerage firm for freight and shipping charters. Although Navios Holdings owns 50% of Acropolis stock, Navios Holdings agreed with the other shareholder that the earnings and amounts declared by way of dividends will
be allocated 35% to the Company with the balance to the other shareholder. As of December 31, 2017 and 2016, the carrying amount of the investment was $228 and $105, respectively. Dividends received for each of the years ended December 31,
2017, 2016 and 2015 were $55, $85 and $454, respectively.
F-32
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Navios Acquisition
As of December 31, 2017, Navios Holdings had a 42.9% voting and a 46.2% economic interest in Navios Acquisition.
As of December 31, 2017 and 2016, the unamortized difference between the carrying amount of the investment in Navios Acquisition and the
amount of the Companys underlying equity in net assets of Navios Acquisition was $113,597 and $140,131, respectively, and is amortized through Equity/(loss) in net earnings of affiliated companies over the remaining life of Navios
Acquisition tangible and intangible assets.
As of December 31, 2017 and 2016, the carrying amount of the investment in Navios
Acquisition was $99,590 and $124,062, respectively. During the year ended December 31, 2016, the Company recognized an OTTI loss of $144,430 relating to its investment in Navios Acquisition and the amount was included in Equity /(loss) in
net earnings of affiliated companies.
Total
pre-OTTI
equity method (loss)/income of
$(9,875), $29,801 and $43,299 were recognized in Equity/(loss) in net earnings of affiliated companies for the years ended December 31, 2017, 2016 and 2015, respectively.
Dividends received for each of the years ended December 31, 2017, 2016 and 2015 were $14,595, $14,595 and $18,244, respectively.
As of December 31, 2017, the market value of the investment in Navios Acquisition was $81,005.
Navios Europe I
On December 18,
2013, Navios Europe I acquired ten vessels for aggregate consideration consisting of (i) cash (which was funded with the proceeds of senior loan facilities (the Senior Loans I) and loans aggregating to $10,000 from Navios Holdings,
Navios Acquisition and Navios Partners (in each case, in proportion to their economic interests in Navios Europe I) (collectively, the Navios Term Loans I) and (ii) the assumption of a junior participating loan facility (the
Junior Loan I). In addition to the Navios Term Loans I, Navios Holdings, Navios Acquisition and Navios Partners will also make available to Navios Europe I revolving loans up to $24,100 to fund working capital requirements (collectively,
the Navios Revolving Loans I). The Navios Term Loans I will be repaid from the future sale of vessels owned by Navios Europe I.
On an ongoing basis, Navios Europe I is required to distribute cash flows (after payment of operating expenses and amounts due pursuant to the
terms of the Senior Loans I) according to a defined waterfall calculation.
Navios Holdings evaluated its investment in Navios Europe I
under ASC 810 and concluded that Navios Europe I is a VIE and that it is not the party most closely associated with Navios Europe I and, accordingly, is not the primary beneficiary of Navios Europe I.
Navios Holdings further evaluated its investment in the common stock of Navios Europe I under ASC 323 and concluded that it has the ability to
exercise significant influence over the operating and financial policies of Navios Europe I and, therefore, its investment in Navios Europe I is accounted for under the equity method.
The initial amount provided for in Navios Europe I of $4,750 at the inception included the Companys share of the basis difference
between the fair value and the underlying book value of the assets of Navios Europe I, which amounted to $6,763. This difference is amortized through Equity/(loss) in net earnings of affiliated companies over the remaining life of Navios
Europe I. As of December 31, 2017 and December 31, 2016, the unamortized basis difference of Navios Europe I was $4,034, and $4,710, respectively.
As of December 31, 2017 and 2016, the estimated maximum potential loss by Navios Holdings in Navios Europe I would have been $23,838 and
$18,268, respectively, which represents the Companys carrying value of its investment and balance of Navios Term Loans I of $7,924 and $8,198, respectively, including accrued interest, plus the Companys balance of the Navios Revolving
Loans I of $15,914 and $10,070, respectively, including accrued interest, and does not include the undrawn portion of the Navios Revolving Loans I.
(Loss)/Income of $(1,089), $1,303 and $1,293 was recognized in Equity/(loss) in net earnings of affiliated companies for the years
ended December 31, 2017, 2016 and 2015, respectively.
F-33
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
As of December 31, 2017 and 2016, the carrying amount of the investment in Navios Europe
I was $4,750 and $5,967, respectively.
Navios Europe II
On February 18, 2015, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe II. From June 8, 2015 through
December 31, 2015, Navios Europe II acquired 14 vessels for aggregate consideration consisting of: (i) cash (which was funded with the proceeds of a senior loan facility (the Senior Loans II) and loans aggregating to $14,000
from Navios Holdings, Navios Acquisition and Navios Partners (in each case, in proportion to their economic interests in Navios Europe II) (collectively, the Navios Term Loans II) and (ii) the assumption of a junior participating
loan facility (the Junior Loan II). In addition to the Navios Term Loans II, Navios Holdings, Navios Acquisition and Navios Partners will also make available to Navios Europe II revolving loans up to $43,500 to fund working capital
requirements (collectively, the Navios Revolving Loans II). The Navios Term Loans II will be repaid from the future sale of vessels owned by Navios Europe II. In March 2017, the amount of the Navios Revolving Loans II increased by
$14,000.
On an ongoing basis, Navios Europe II is required to distribute cash flows (after payment of operating expenses, amounts due
pursuant to the terms of the Senior Loans II) according to a defined waterfall calculation.
Navios Holdings evaluated its investment in
Navios Europe II under ASC 810 and concluded that Navios Europe II is a VIE and that it is not the party most closely associated with Navios Europe II and, accordingly, is not the primary beneficiary of Navios Europe II.
Navios Holdings further evaluated its investment in the common stock of Navios Europe II under ASC 323 and concluded that it has the ability
to exercise significant influence over the operating and financial policies of Navios Europe II and, therefore, its investment in Navios Europe II is accounted for under the equity method.
The initial amount provided for in Navios Europe II of $6,650, at the inception included the Companys share of the basis difference
between the fair value and the underlying book value of the assets of Navios Europe II, which amounted to $9,419. This difference is amortized through Equity/(loss) in net earnings of affiliated companies over the remaining life of
Navios Europe II. As of December 31, 2017 and December 31, 2016, the unamortized basis difference of Navios Europe II was $7,011 and $7,953, respectively.
As of December 31, 2017 and 2016, the estimated maximum potential loss by Navios Holdings in Navios Europe II would have been $22,463 and
$22,287, respectively, which represents the Companys carrying value of its investment and balance of Navios Term Loans II of $10,400 and $7,944, respectively, plus the Companys balance of the Navios Revolving Loans II of $12,063 and
$14,343, respectively, including accrued interest, and does not include the undrawn portion of the Navios Revolving Loans II.
Income/(loss)of $2,456 and $(14) was recognized in Equity/(loss) in net earnings of affiliated companies for the years ended
December 31, 2017 and 2016, respectively.
As of December 31, 2017 and December 31, 2016, the carrying amount of the
investment in Navios Europe II was $6,650 and $5,894, respectively.
Navios Containers
On June 8, 2017, Navios Containers closed a private placement of 10,057,645 shares of its common stock at a subscription price of $5.00
per share resulting in gross proceeds of $50,288. Navios Holdings invested $5,000, and Navios Partners invested $30,000 in Navios Containers. Each of Navios Holdings and Navios Partners also received warrants for the purchase of an additional 1.7%
and 6.8%, respectively, of the equity of Navios Containers. The warrants can be exercised for shares of common stock of Navios Containers at the holders option at an exercise price of $5.00 per share. The warrants have a five year-term, which
may be reduced to an earlier expiration date in the event of conversion of Navios Containers into a partnership.
As of December 31,
2017, and following Navios Containers private placements in August and November 2017, Navios Holdings owned 3.4% in Navios Containers and warrants, for the purchase of an additional 1.7% of the equity of Navios Containers.
F-34
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Navios Holdings evaluated its investment in the common stock of Navios Containers under ASC
323 and concluded that it has the ability to exercise significant influence over the operating and financial policies of Navios Containers and, therefore, its investment in Navios Containers is accounted for under the equity method.
Total equity method income of $161 was recognized in Equity/(loss) in net earnings of affiliated companies for the year ended
December 31, 2017.
As of December 31, 2017, the carrying amount of the investment in Navios Containers was $5,161. As of
December 31, 2017, the market value of the investment in Navios Containers was $5,581.
Following the results of the significant
tests performed by the Company, it was concluded that one affiliate met the significant threshold requiring summarized financial information of all affiliated companies being presented.
Summarized financial information of the affiliated companies is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
Balance Sheet
|
|
Navios Partners
|
|
|
Navios Europe I
|
|
|
Navios Europe II
|
|
|
Navios
Containers
|
|
|
Navios Partners
|
|
|
Navios Europe I
|
|
|
Navios
Europe II
|
|
Cash and cash equivalents, including restricted cash
|
|
$
|
29,933
|
|
|
$
|
19,185
|
|
|
$
|
16,882
|
|
|
$
|
14,501
|
|
|
$
|
25,088
|
|
|
$
|
10,785
|
|
|
$
|
16,916
|
|
Current assets
|
|
|
60,306
|
|
|
|
22,417
|
|
|
|
28,403
|
|
|
|
21,371
|
|
|
|
56,349
|
|
|
|
15,980
|
|
|
|
19,487
|
|
Non-current
assets
|
|
|
1,244,996
|
|
|
|
145,940
|
|
|
|
195,784
|
|
|
|
245,440
|
|
|
|
1,212,231
|
|
|
|
169,925
|
|
|
|
232,363
|
|
Current liabilities
|
|
|
54,247
|
|
|
|
21,284
|
|
|
|
25,805
|
|
|
|
49,559
|
|
|
|
98,950
|
|
|
|
18,490
|
|
|
|
24,126
|
|
Long- term debt including current portion, net
|
|
|
493,463
|
|
|
|
75,472
|
|
|
|
109,223
|
|
|
|
119,033
|
|
|
|
523,776
|
|
|
|
86,060
|
|
|
|
119,234
|
|
Non-current
liabilities
|
|
|
483,345
|
|
|
|
125,283
|
|
|
|
164,276
|
|
|
|
76,534
|
|
|
|
489,421
|
|
|
|
155,387
|
|
|
|
184,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
Income Statement
|
|
Navios
Partners
|
|
|
Navios
Europe I
|
|
|
Navios
Europe II
|
|
|
Navios
Containers
|
|
|
Navios
Partners
|
|
|
Navios
Europe I
|
|
|
Navios
Europe II
|
|
|
Navios
Partners
|
|
|
Navios
Europe I
|
|
|
Navios
Europe II
|
|
Revenue
|
|
$
|
211,652
|
|
|
$
|
37,468
|
|
|
$
|
38,633
|
|
|
$
|
39,188
|
|
|
$
|
190,524
|
|
|
$
|
40,589
|
|
|
$
|
30,893
|
|
|
$
|
223,676
|
|
|
$
|
41,437
|
|
|
$
|
20,767
|
|
Net (loss)/ income before
non-cash
change in fair value of
Junior Loan I and Junior Loan II
|
|
$
|
(15,090
|
)
|
|
$
|
(20,778
|
)
|
|
$
|
22,749
|
|
|
$
|
2,638
|
|
|
$
|
(52,549
|
)
|
|
$
|
(2,174
|
)
|
|
$
|
(25,062
|
)
|
|
$
|
41,805
|
|
|
$
|
(1,347
|
)
|
|
$
|
1,673
|
|
Net (loss)/income
|
|
$
|
(15,090
|
)
|
|
$
|
9,762
|
|
|
$
|
(9,086
|
)
|
|
$
|
2,638
|
|
|
$
|
(52,549
|
)
|
|
$
|
16,137
|
|
|
$
|
(34,059
|
)
|
|
$
|
41,805
|
|
|
$
|
(1,118
|
)
|
|
$
|
77,252
|
|
Available-for-sale
securities (AFS
Securities)
During the year ended December 31, 2017, the Company received shares of Pan Ocean Co.Ltd (STX) as
partial compensation for the claims filed under the Korean court for all unpaid amounts in respect of the employment of the Companys vessels. The shares were recorded at fair value upon their issuance and subsequent changes in market value are
recognized within accumulated other comprehensive income/(loss) and the unrealized holding gain was $2 and $0 as of December 31, 2017 and 2016, respectively.
During the year ended December 31, 2013, the Company received shares of Korea Line Corporation (KLC), and during the year
ended December 31, 2015, the Company received shares of STX. During the third quarter of 2016, the Company sold all its KLC and STX securities it held at the time for a total consideration of $5,303.
The shares received from KLC and STX were accounted for under the guidance for AFS Securities. The Company has no other types of AFS
securities.
As of December 31, 2017 and 2016, the carrying amount of the
available-for-sale
securities related to STX was $238 and $0, respectively and was recorded under Other long-term assets in the consolidated balance sheet. During each of the years ended
December 31, 2016 and 2015, the Company considered the decline in fair value of the KLC shares as other-than-temporary and therefore, recognized a loss out of accumulated other comprehensive income /(loss) of $345 and $1,783,
respectively. The respective losses were included within the caption Other expense in the accompanying consolidated statement of comprehensive (loss)/income.
F-35
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
NOTE 9: ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities as of December 31, 2017 and 2016 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
2017
|
|
|
December 31,
2016
|
|
Payroll
|
|
$
|
18,889
|
|
|
$
|
14,730
|
|
Accrued interest
|
|
|
32,555
|
|
|
|
36,273
|
|
Accrued voyage expenses
|
|
|
4,843
|
|
|
|
2,217
|
|
Accrued running costs
|
|
|
23,812
|
|
|
|
21,394
|
|
Provision for estimated losses on vessels under time charter
|
|
|
2,631
|
|
|
|
3,129
|
|
Audit fees and related services
|
|
|
364
|
|
|
|
266
|
|
Accrued taxes
|
|
|
5,376
|
|
|
|
5,092
|
|
Professional fees
|
|
|
2,236
|
|
|
|
1,707
|
|
Other accrued expenses
|
|
|
4,153
|
|
|
|
6,941
|
|
|
|
|
|
|
|
|
|
|
Total accrued expenses
|
|
$
|
94,859
|
|
|
$
|
91,749
|
|
|
|
|
|
|
|
|
|
|
NOTE 10: BORROWINGS
Borrowings as of December 31, 2017 and 2016 consisted of the following:
|
|
|
|
|
|
|
|
|
Navios Holdings borrowings
|
|
December 31,
2017
|
|
|
December 31,
2016
|
|
Commerzbank A.G. ($240,000)
|
|
$
|
|
|
|
$
|
19,857
|
|
HSH Nordbank ($15,300)
|
|
|
14,535
|
|
|
|
|
|
Loan Facility Credit Agricole ($40,000)
|
|
|
17,674
|
|
|
|
18,880
|
|
Loan Facility Credit Agricole ($23,000)
|
|
|
14,074
|
|
|
|
14,755
|
|
Loan Facility Credit Agricole ($23,000)
|
|
|
14,450
|
|
|
|
15,150
|
|
Loan Facility DVB Bank SE ($72,000)
|
|
|
50,140
|
|
|
|
54,540
|
|
Loan Facility DVB Bank SE ($41,000)
|
|
|
33,816
|
|
|
|
37,293
|
|
Loan Facility Credit Agricole ($22,500)
|
|
|
15,188
|
|
|
|
16,313
|
|
Loan Facility DVB Bank SE ($40,000)
|
|
|
18,254
|
|
|
|
28,000
|
|
Loan Facility Alpha Bank ($31,000)
|
|
|
25,600
|
|
|
|
27,400
|
|
Loan Facility Alpha Bank ($16,125)
|
|
|
16,125
|
|
|
|
16,125
|
|
Navios Acquisition Loan
|
|
|
|
|
|
|
51,240
|
|
2019 Notes
|
|
|
|
|
|
|
291,094
|
|
2022 Senior Secured Notes
|
|
|
305,000
|
|
|
|
|
|
2022 Notes
|
|
|
650,000
|
|
|
|
650,000
|
|
|
|
|
|
|
|
|
|
|
Total Navios Holdings borrowings
|
|
$
|
1,174,856
|
|
|
$
|
1,240,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Navios Logistics borrowings
|
|
December 31,
2017
|
|
|
December 31,
2016
|
|
2022 Logistics Senior Notes
|
|
$
|
375,000
|
|
|
$
|
375,000
|
|
Navios Logistics Notes Payable
|
|
|
31,109
|
|
|
|
34,447
|
|
Navios Logistics BBVA Loan Facility
|
|
|
23,250
|
|
|
|
25,000
|
|
Navios Logistics Alpha Bank Loan
|
|
|
13,300
|
|
|
|
|
|
Navios Logistics Term Loan B Facility
|
|
|
100,000
|
|
|
|
|
|
Other long-term loans
|
|
|
253
|
|
|
|
321
|
|
|
|
|
|
|
|
|
|
|
Total Navios Logistics borrowings
|
|
$
|
542,912
|
|
|
$
|
434,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
December 31,
2017
|
|
|
December 31,
2016
|
|
Total borrowings
|
|
$
|
1,717,768
|
|
|
$
|
1,675,415
|
|
Less: current portion, net
|
|
|
(33,885
|
)
|
|
|
(29,827
|
)
|
Less: deferred finance costs and discount, net
|
|
|
(35,280
|
)
|
|
|
(24,320
|
)
|
|
|
|
|
|
|
|
|
|
Total long-term borrowings
|
|
$
|
1,648,603
|
|
|
$
|
1,621,268
|
|
|
|
|
|
|
|
|
|
|
F-36
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Navios Holdings loans
Senior Secured Notes
On November 21,
2017, the Company and its wholly owned subsidiary, Navios Maritime Finance II (US) Inc. (together with the Company, the
Co-Issuers)
issued $305,000 of 11.25% Senior Notes due 2022 (the 2022
Senior Secured Notes), at a price of 97%.
The 2022 Senior Secured Notes are secured by a first priority lien on the capital stock
owned by certain of the subsidiary guarantors of Navios Holdings in each of Navios Maritime Partners L.P., Navios GP L.L.C., Navios Maritime Acquisition Corporation, Navios South American Logistics Inc. and Navios Maritime Containers Inc. The 2022
Senior Secured Notes are unregistered and guaranteed by all of the Companys direct and indirect subsidiaries, except for certain subsidiaries designated as unrestricted subsidiaries, including Navios South American Logistics Inc. The
subsidiary guarantees are full and unconditional, except that the indenture provides for an individual subsidiarys guarantee to be automatically released in certain customary circumstances, such as when a subsidiary is sold or all
of the assets of the subsidiary are sold, the capital stock is sold, when the subsidiary is designated as an unrestricted subsidiary for purposes of the indenture, upon liquidation or dissolution of the subsidiary or upon legal or
covenant defeasance or satisfaction and discharge of the 2022 Senior Secured Notes. The net proceeds of the offering were used to complete a cash tender offer for its outstanding 8.125% Senior Notes due 2019 described below (the 2019
Notes) and to redeem notes not purchased in the tender offer, including the payment of related fees and expenses and any redemption premium. The effect of this transaction was the recognition of a $2,695 extinguishment loss in the consolidated
statements of comprehensive (loss)/income under (Loss)/gain on bond and debt extinguishment.
The
Co-Issuers
have the option to redeem the 2022 Senior Secured Notes in whole or in part, at any time on or after November 21, 2017 at a fixed price of 108.438%, which price declines ratably until it reaches par
in 2019.
The 2022 Senior Secured Notes contain covenants which, among other things, limit the incurrence of additional indebtedness,
issuance of certain preferred stock, the payment of dividends, redemption or repurchase of capital stock or making restricted payments and investments, creation of certain liens, transfer or sale of assets, entering in transactions with affiliates,
merging or consolidating or selling all or substantially all of the
Co-Issuers
properties and assets and creation or designation of restricted subsidiaries. The
Co-Issuers
were in compliance with the covenants as of December 31, 2017.
Senior Notes
On January 28, 2011, the Company and its wholly owned subsidiary, Navios Maritime Finance II (US) Inc. completed the sale of $350,000 of
2019 Notes. During July, August and October 2016, the Company repurchased $58,906 of its 2019 Notes for a cash consideration of $30,671 resulting in a gain on bond extinguishment of $27,670, net of deferred fees
written-off.
On November 21, 2017,
Co-Issuers
completed the sale of 2022 Senior Secured Notes. The net proceeds of the offering of the 2022 Senior Secured Notes
have been used: (i) to repay, in full, the outstanding amount of the 2019 Notes; and (ii) for general corporate purposes.
Ship Mortgage
Notes
On November 29, 2013, Navios Holdings completed the sale of $650,000 of its 7.375% First Priority Ship Mortgage Notes due
2022 (the 2022 Notes).
The 2022 Notes are senior obligations of Navios Holdings and Navios Maritime Finance II (US) Inc. (the
2022
Co-
Issuers) and were originally secured by first priority ship mortgages on 23 dry bulk vessels owned by certain subsidiary guarantors and certain other associated property and contract
rights. In June 2017, Navios Ionian and Navios Horizon were released from the 2022 Notes and replaced by the Navios Galileo. In March 2018, Navios Herakles was released from the 2022 Notes and replaced by the Navios Equator Prosper. The 2022 Notes
are unregistered and fully and unconditionally guaranteed, jointly and severally by all of the Companys direct and indirect subsidiaries that guarantee the 2019 Notes and Navios Maritime Finance II (US) Inc. The guarantees of the
Companys subsidiaries that own mortgaged vessels are senior secured guarantees and the guarantees of the Companys subsidiaries that do not own mortgaged vessels are senior unsecured guarantees. In addition, the 2022
Co-Issuers
have the option to redeem the 2022 Notes in whole or in part, at any time on or after January 15, 2017, at a fixed price of 105.531%, which price declines ratably until it reaches par in 2020.
Furthermore, upon occurrence of certain change of control events, the holders of the 2022 Notes may require the 2022
Co-Issuers
to repurchase some or all of the 2022 Notes at 101% of their face amount. The 2022 Notes contain covenants, which among other things, limit the incurrence of additional indebtedness, issuance of certain
preferred stock, the payment of dividends, redemption
F-37
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
or repurchase of capital stock or making restricted payments and investments, creation of certain liens, transfer or sale of assets, entering into certain transactions with affiliates, merging or
consolidating or selling all or substantially all of the 2022
Co-Issuers
properties and assets and creation or designation of restricted subsidiaries. The 2022
Co-Issuers
were in compliance with the covenants as of December 31, 2017.
Secured credit facilities
Credit Agricole (formerly Emporiki) Facilities:
In December 2012, the Emporiki Bank of Greeces facilities were
transferred to Credit Agricole Corporate and Investment Bank.
In September 2010, Navios Holdings entered into a facility agreement with
Emporiki Bank of Greece for an amount of up to $40,000 in order to partially finance the construction of one newbuilding Capesize vessel. In December 2017, the Company agreed to extend the last payment date to August 2021. As of December 31,
2017, the outstanding amount under the loan facility was repayable in one quarterly installment of $2,411, followed by seven semi-annual equal installments of $1,205 with a final balloon payment of $6,810 on the last payment date. The loan bears
interest at a rate of LIBOR plus 275 basis points. The loan facility requires compliance with certain financial covenants. As of December 31, 2017, the outstanding amount under this facility was $17,674.
In August 2011, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece for an amount of up to $23,000 in order to
partially finance the construction of one Panamax vessel. As of December 31, 2017, the facility is repayable in one quarterly installment of $681, followed by nine semi-annual equal installments of $681, with a final balloon payment of $7,264
on the last payment date. The loan bears interest at a rate of LIBOR plus 275 basis points. The loan facility requires compliance with certain covenants. As of December 31, 2017, the outstanding amount under this facility was $14,074.
In December 2011, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece for an amount of up to $23,000 in order to
partially finance the construction of one newbuilding bulk carrier. As of December 31, 2017, the outstanding amount under the loan facility was repayable in one quarterly installment of $700 after the drawdown date, followed by nine semi-annual
equal installments of $700, with a final balloon payment of $7,450 on the last payment date. The loan bears interest at a rate of LIBOR plus 325 basis points. The loan facility requires compliance with certain covenants. As of December 31,
2017, the outstanding amount under this facility was $14,450.
On December 20, 2013, Navios Holdings entered into a facility with
Credit Agricole Corporate and Investment Bank for an amount of up to $22,500 in two equal tranches, in order to finance the acquisition of two Panamax vessels. The two tranches bear interest at a rate of LIBOR plus 300 basis points. In December
2017, the Company agreed to extend the last payment date to August 2021. The first tranche is repayable in one quarterly installment of $563, followed by seven equal semi-annual installments of $563, with a final balloon payment of $2,812 on the
last repayment date. The second tranche is repayable in one quarterly installment of $1,125, followed by seven equal semi-annual installments of $563, with a final balloon payment of $2,812 on the last repayment date. The loan facility requires
compliance with certain financial covenants. As of December 31, 2017, the outstanding amount of the loan was $15,188.
Commerzbank
Facility:
In June 2009, Navios Holdings entered into a facility agreement for an amount of up to $240,000 (divided into four tranches of $60,000) with Commerzbank AG in order to partially finance the acquisition of a Capesize vessel and the
construction of three Capesize vessels. Following the delivery of two Capesize vessels, Navios Holdings cancelled two of the four tranches and in October 2010 fully repaid their outstanding loan balances of $53,600 and $54,500, respectively. During
October 2016, the Company fully prepaid the third tranche of the facility, which had an outstanding balance of $15,319, using $13,802 of cash, thus achieving a $1,517 benefit to nominal value. During May 2017, the Company fully repaid the fourth
tranche of the facility, which had an outstanding loan balance of $17,322, using $15,607 of cash, thus achieving a $1,715 benefit to nominal value.
HSH Nordbank Facility:
On May 23, 2017, Navios Holdings entered into a facility agreement with HSH Nordbank AG for an amount of up
to $15,300 in order to partially refinance the fourth tranche of the Commerzbank facility. As of December 31, 2017, the facility is repayable in 15 quarterly equal installments of $383, with a final balloon payment of $8,798 on the last payment
date. The loan bears interest at a rate of LIBOR plus 300 basis points. The loan facility requires compliance with certain covenants. As of December 31, 2017, the outstanding amount under this facility was $14,535.
F-38
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
DVB Bank SE Facilities:
On March 23, 2012, Navios Holdings entered into a
facility agreement with a syndicate of banks led by DVB Bank SE for an amount of up to $42,000 in two tranches: (i) the first tranche is for an amount of up to $26,000 in order to finance the acquisition of a Handysize vessel; and (ii) the
second tranche is for an amount of up to $16,000 to refinance the outstanding debt of an Ultra-Handymax vessel. The two tranches bear interest at a rate of LIBOR plus 285 and 360 basis points, respectively. On June 27, 2014, Navios Holdings
refinanced the existing facility, adding a new tranche for an amount of $30,000 in order to finance the acquisition of a Capesize vessel. The new tranche bears interest at a rate of LIBOR plus 275 basis points. As of December 31, 2017, the
first tranche is repayable in nine quarterly installments of $362, with a final balloon payment of $14,400 on the last repayment date, the second tranche is repayable in ten quarterly installments of $269, with a final balloon payment of $6,354 on
the last repayment date and the third tranche is repayable in ten quarterly installments of $469, with a final balloon payment of $18,750 on the last repayment date. The loan facility requires compliance with certain financial covenants. As of
December 31, 2017, the total outstanding amount was $50,140.
In September 2013, Navios Holdings entered into a facility agreement
with DVB Bank SE for an amount of up to $40,000 in order to finance the acquisition of four Panamax vessels, delivered in August and September 2013. The facility bore interest at a rate of LIBOR plus 325 basis points. During 2017, Navios Holdings
prepaid the indebtedness originally maturing in the third quarter of 2018 and released from collateral one Panamax vessel. In December 2017, Navios Holdings entered into a facility agreement with DVB Bank SE in order to extend the maturity of the
outstanding balance originally due by September 2018 for three years, to September 2021. As of December 31, 2017, the facility is repayable in 15 quarterly installments of $730, with a final balloon payment of $7,302 payable on the last
repayment date. The loan facility requires compliance with certain financial covenants. In December 2015, one newbuilding Panamax vessel and one newbuilding Capesize vessel were added as collateral to this facility. As of December 31, 2017, the
outstanding amount was $18,254.
In January 2016, Navios Holdings entered into a facility agreement with DVB Bank SE for an amount of up
to $41,000 to be drawn in two tranches, to finance the acquisition of one newbuilding Panamax vessel and one newbuilding Capesize vessel. The facility bears interest at a rate of LIBOR plus 255 basis points. The total amount drawn under the facility
was $39,900. The first tranche is repayable in one quarterly installment of $492, followed by 16 quarterly installments of $369 each, and a final balloon payment of $14,760 on the last payment day. The second tranche is repayable in one quarterly
installment of approximately $377, followed by 16 quarterly installments of $220 each, and a final balloon payment of $8,764 on the last payment day. The loan facility also requires compliance with certain covenants. As of December 31, 2017,
the outstanding amount was $33,816.
Alpha Bank A.E.:
On November 6, 2014, Navios Holdings entered into a facility agreement
with Alpha Bank A.E. for an amount of up to $31,000 in order to finance part of the acquisition of a Capesize vessel. The loan bears interest at a rate of LIBOR plus 300 basis points. As of December 31, 2017, the facility is repayable in 20
quarterly installments of $450, with a final balloon payment of $16,600 on the last repayment date. The loan facility requires compliance with certain financial covenants. As of December 31, 2017, the outstanding amount was $25,600.
On November 3, 2016, Navios Holdings entered into a facility agreement with Alpha Bank A.E. for an amount of up to $16,125 in order to
refinance one Capesize vessel. The facility bears interest at a rate of LIBOR plus 300 basis points. The facility is repayable in four quarterly installments of $250 each, followed by 16 quarterly installments of $275 each, with a final balloon
payment of $10,725 payable on the last repayment date. The first instalment will be due 15 months from the loan drawdown date. The loan facility requires compliance with certain financial covenants. As of December 31, 2017, the outstanding
amount was $16,125.
The facilities are secured by first priority mortgages on certain of Navios Holdings vessels and other
collateral.
The credit facilities contain a number of restrictive covenants that limit Navios Holdings and/or certain of its subsidiaries
from, among other things: incurring or guaranteeing indebtedness; entering into affiliate transactions; charging, pledging or encumbering the vessels securing such facilities; changing the flag, class, management or ownership of certain Navios
Holdings vessels; changing the commercial and technical management of certain Navios Holdings vessels; selling or changing the ownership of certain Navios Holdings vessels; and subordinating the obligations under the credit
facilities to any general and administrative costs relating to the vessels. The credit facilities also require the vessels to comply with the ISM Code and ISPS Code and to maintain valid safety management certificates and documents of compliance at
all times. Additionally, the credit facilities require compliance with the covenants contained in the indentures governing the 2022 Senior Secured Notes and the 2022 Notes. Among other events, it will be an event of default under the credit
facilities if the financial covenants are not complied with or if Angeliki Frangou and her affiliates, together, own less than 20% of the outstanding share capital of Navios Holdings.
F-39
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
The majority of the Companys senior secured credit facilities require compliance with
maintenance covenants, including
(i) value-to-loan
ratio covenants, based on either charter-adjusted valuations, or charter-free valuations, ranging from over 110%
to 135%, (ii) minimum liquidity up to a maximum of $30,000, and (iii) net total debt divided by total assets, as defined in each senior secured credit facility, ranging from a maximum of 75% to 80%. Certain covenants in our senior secured
credit facilities have been waived for a specific period of time up to a maximum of four quarters (from the current balance sheet date) and/or amended to include net total debt divided by total assets, as defined in each senior secured credit
facility, to a maximum of 90%.
As of December 31, 2017, the Company was in compliance with all of the covenants under each of its
credit facilities.
Navios Acquisition Loan
On November 3, 2017, the Company prepaid in full the outstanding amount of $55,132 under its secured loan facility of up to $70,000 with
Navios Acquisition entered into in September 2016. The prepayment amount consisted of the $50,000 drawn under the facility and $5,132 of accrued interest. Please see also Note 15.
Navios Logistics loans
2022 Logistics Senior
Notes
On April 22, 2014, Navios Logistics and its wholly-owned subsidiary Navios Logistics Finance (US) Inc. (Logistics
Finance and, together with Navios Logistics (the Logistics
Co-Issuers)
completed the sale of $375,000 in aggregate principal amount of its Senior Notes due on May 1, 2022 (the 2022
Logistics Senior Notes), at a fixed rate of 7.25%. The 2022 Logistics Senior Notes are unregistered are fully and unconditionally guaranteed, jointly and severally, by all of Navios Logistics direct and indirect subsidiaries except for
Horamar do Brasil Navegaçăo Ltda (Horamar do Brasil), Naviera Alto Parana S.A. (Naviera Alto Parana) and Terra Norte Group S.A. (Terra Norte), which do not guarantee the 2022 Logistics Senior Notes
pursuant to certain exceptions under the indenture, and Logistics Finance, which is the
co-issuer
of the 2022 Logistics Senior Notes. The subsidiary guarantees are full and unconditional except
that the indenture provides for an individual subsidiarys guarantee to be automatically released in certain customary circumstances, such as in connection with a sale or other disposition of all or substantially all of the assets of the
subsidiary, in connection with the sale of a majority of the capital stock of the subsidiary, if the subsidiary is designated as an unrestricted subsidiary in accordance with the indenture, upon liquidation or dissolution of the
subsidiary or upon legal or covenant defeasance or satisfaction and discharge of the 2022 Logistics Senior Notes.
The Logistics
Co-Issuers
have the option to redeem the 2022 Logistics Senior Notes in whole or in part, at their option, at any time on or after May 1, 2017, at a fixed price of 105.438%, which price declines ratably
until it reaches par in 2020. In addition, upon the occurrence of certain change of control events, the holders of the 2022 Logistics Senior Notes will have the right to require the Logistics
Co-Issuers
to
repurchase some or all of the 2022 Logistics Senior Notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.
The indenture governing the 2022 Logistics Senior Notes contains covenants which, among other things, limit the incurrence of additional
indebtedness, issuance of certain preferred stock, the payment of dividends in excess of 6% per annum of the net proceeds received by or contributed to Navios Logistics in or from any public offering, redemption or repurchase of capital stock or
making restricted payments and investments, creation of certain liens, transfer or sale of assets, entering into transactions with affiliates, merging or consolidating or selling all or substantially all of Navios Logistics properties and
assets and creation or designation of restricted subsidiaries.
The indenture governing the 2022 Logistics Senior Notes include customary
events of default, including failure to pay principal and interest on the 2022 Logistics Senior Notes, a failure to comply with covenants, a failure by Navios Logistics or any significant subsidiary or any group of restricted subsidiaries that,
taken together, would constitute a significant subsidiary to pay material judgments or indebtedness and bankruptcy and insolvency events with respect to us or any significant subsidiary or any group of restricted subsidiaries that, taken together,
would constitute a significant subsidiary.
As of December 31, 2017, all subsidiaries, including Logistics Finance, Horamar do
Brasil, Naviera Alto Parana and Terra Norte are 100% owned. Logistics Finance, Horamar do Brasil, Naviera Alto Parana and Terra Norte do not have any independent assets or operations.
F-40
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
In addition, there are no significant restrictions on (i) the ability of the parent
company, any issuer (or
co-issuer)
or any guarantor subsidiaries of the 2022 Logistics Senior Notes to obtain funds by dividend or loan from any of their subsidiaries or (ii) the ability of any
subsidiaries to transfer funds to the issuer (or
co-issuer)
or any guarantor subsidiaries.
The
2022 Logistics
Co-Issuers
were in compliance with the covenants as of December 31, 2017.
Navios Logistics
Notes Payable
In connection with the purchase of mechanical equipment for the expansion of its dry port terminal, Corporacion Navios
S.A. (CNSA) entered into an unsecured export financing line of credit for a total amount of $41,964, including all related fixed financing costs of $5,949, available in multiple drawings upon the completion of certain milestones
(Drawdown Events). CNSA incurs the obligation for the respective amount drawn by signing promissory notes (Navios Logistics Notes Payable). Each drawdown is repayable in 16 consecutive semi-annual installments, starting six
months after the completion of each Drawdown Event. Together with each Note Payable, CNSA shall pay interest equal to
six-month
LIBOR. The unsecured export financing line is fully and unconditionally
guaranteed by Navios Logistics. As of December 31, 2017, Navios Logistics had drawn the total available amount and the outstanding balance of Notes Payable was $31,109.
Navios Logistics BBVA Loan Facility
On
December 15, 2016, Navios Logistics entered into a facility with Banco Bilbao Vizcaya Argentaria Uruguay S.A. (BBVA) for an amount of $25,000, for general corporate purposes. The loan bears interest at a rate of LIBOR (180 days)
plus 325 basis points. The loan is repayable in 20 quarterly installments, starting on June 19, 2017, and secured by assignments of certain receivables. As of December 31, 2017, the outstanding amount of the loan was $23,250.
Navios Logistics Alpha Bank Loan
On
May 18, 2017, Navios Logistics enter into a $14,000 term loan facility in order to finance the acquisition of two product tankers (Navios Logistics Alpha Bank Loan). The Navios Logistics Alpha Bank Loan bears interest at a rate of
LIBOR (90 days) plus 315 basis points and is repayable in 20 quarterly installments with a final balloon payment of $7,000 on the last repayment date. As of December 31, 2017, the outstanding amount of the loan was $13,300.
Navios Logistics Term Loan B Faciliy
On
November 3, 2017, Navios Logistics and Navios Logistics Finance (US) Inc., as
co-borrowers,
completed the issuance of a new $100,000 Term Loan B Facility (the Term Loan B Facility). The Term
Loan B Facility bears an interest rate of LIBOR plus 475 basis points and has a four year term with 1.0% amortization per annum. The Term Loan B Facility is fully and unconditionally guaranteed jointly and severally, by all of Navios Logistics
direct and indirect subsidiaries except for Horamar do Brasil Navegação Ltda (Horamar do Brasil), Naviera Alto Parana S.A. (Naviera Alto Parana) and Terra Norte Group S.A. (Terra Norte), which are
deemed to be immaterial, and Logistics Finance, which is the
co-issuer
of the Term Loan B Facility. The subsidiary guarantees are full and unconditional, except that the credit agreement provides
for an individual subsidiarys guarantee to be automatically released in certain circumstances. The Term Loan B Facility is secured by first priority mortgages on five tanker vessels servicing our cabotage business as well as by assignments of
the revenues arising from certain time charter contracts, and an iron ore port contract. The net proceeds of the Term Loan B Facility were used: (i) to finance a $70,000 dividend of which $44,677 was paid to Navios Holdings, and was eliminated
in the consolidated financial statements, and $25,323 to its noncontrolling shareholders, (ii) for general corporate purposes and (iii) to pay fees and expenses relating to the Term Loan B Facility.
The Term Loan B Facility contains restrictive covenants including restrictions on indebtedness, liens, acquisitions and investments,
restricted payments and dispositions. The Term Loan B Facility also provides for customary events of default, including change of control.
As of December 31, 2017, a balance of $100,000 was outstanding under the Term Loan B Facility.
Navios Logistics was in compliance with the covenants set forth in the Term Loan B Facility as of December 31, 2017.
F-41
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Other indebtedness
In connection with the acquisition of Hidronave S.A. on October 29, 2009, Navios Logistics assumed a $817 loan facility that was entered
into by Hidronave S.A. in 2001, in order to finance the construction of the pushboat Nazira. As of December 31, 2017, the outstanding loan balance was $253 ($321 as of December 31, 2016). The loan facility bears interest at a fixed rate of
600 basis points. The loan is repayable in monthly installments of $6 each and the final repayment must occur prior to August 10, 2021.
During the year ended December 31, 2017, the Company paid $48,600, of which $25,707 related to scheduled repayment installments for the
year 2017, $7,286 related to prepayments of indebtedness originally maturing the third quarter of 2018, and $15,607 related to the refinancing of one of its secured credit facilities which had an outstanding balance of $17,332, thus achieving a
$1,715 benefit to nominal value.
The annual weighted average interest rates of the Companys total borrowings were 7.11%, 6.87% and
6.98% for the year ended December 31, 2017, 2016 and 2015, respectively.
The maturity table below reflects the principal payments
for the next five years and thereafter of all borrowings of Navios Holdings (including Navios Logistics) outstanding as of December 31, 2017, based on the repayment schedules of the respective loan facilities and the outstanding amount due
under the debt securities.
|
|
|
|
|
Year
|
|
|
|
2018
|
|
$
|
35,988
|
|
2019
|
|
|
33,326
|
|
2020
|
|
|
71,454
|
|
2021
|
|
|
154,825
|
|
2022
|
|
|
1,414,638
|
|
2023 and thereafter
|
|
|
7,537
|
|
|
|
|
|
|
Total
|
|
$
|
1,717,768
|
|
|
|
|
|
|
NOTE 11: FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value of financial instruments
The following methods
and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and cash equivalents:
The
carrying amounts reported in the consolidated balance sheets for interest bearing deposits and money market funds approximate their fair value because of the short maturity of these investments.
Restricted cash:
The carrying amounts reported in the consolidated balance sheets for interest bearing deposits approximate
their fair value because of the short maturity of these investments.
Borrowings:
The book value has been adjusted to
reflect the net presentation of deferred financing costs. The outstanding balance of the floating rate loans continues to approximate their fair value, excluding the effect of any deferred finance costs. The 2019 Notes, the 2022 Notes, the 2022
Logistics Senior Notes, the 2022 Senior Secured Notes, the Navios Acquisition Loan and one Navios Logistics loan are fixed rate borrowings and their fair value was determined based on quoted market prices.
Capital leases:
The capital leases are fixed rate obligations and their carrying amounts approximate their fair value.
Loan receivable from affiliate companies:
The carrying amount of the fixed rate loan approximates its fair value.
Loan payable to affiliate company:
The carrying amount of the fixed rate loan approximates its fair value.
Long-term receivable from affiliate company:
The carrying amount of the floating rate receivable approximates its fair value.
Long-term payable to affiliate companies:
The carrying amount of the long-term payable approximates its fair value.
F-42
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Investments in
available-for-sale
securities:
The carrying amount of the investments in
available-for-sale
securities reported in the consolidated balance sheets represents unrealized gains and losses on these securities, which are reflected directly in
equity unless an unrealized loss is considered other-than-temporary, in which case it is transferred to the consolidated statements of comprehensive (loss)/income.
Long-term payable to affiliate companies:
The carrying
amount of other long-term payables to affiliate companies approximates their fair value.
The estimated fair values of the Companys
financial instruments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
|
|
Book Value
|
|
|
Fair Value
|
|
|
Book Value
|
|
|
Fair Value
|
|
Cash and cash equivalents
|
|
$
|
127,632
|
|
|
$
|
127,632
|
|
|
$
|
135,992
|
|
|
$
|
135,992
|
|
Restricted cash
|
|
$
|
6,558
|
|
|
$
|
6,558
|
|
|
$
|
5,386
|
|
|
$
|
5,386
|
|
Investments in
available-for-sale-securities
|
|
$
|
238
|
|
|
$
|
238
|
|
|
$
|
|
|
|
$
|
|
|
Loan receivable from affiliate companies
|
|
$
|
30,112
|
|
|
$
|
30,112
|
|
|
$
|
23,008
|
|
|
$
|
23,008
|
|
Long-term receivable from affiliate companies
|
|
$
|
|
|
|
$
|
|
|
|
$
|
11,105
|
|
|
$
|
11,105
|
|
Capital lease obligations, including current portion
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(17,617
|
)
|
|
$
|
(17,617
|
)
|
Senior and ship mortgage notes, net
|
|
$
|
(1,301,999
|
)
|
|
$
|
(1,181,838
|
)
|
|
$
|
(1,296,537
|
)
|
|
$
|
(974,170
|
)
|
Long-term debt, including current portion
|
|
$
|
(380,489
|
)
|
|
$
|
(389,332
|
)
|
|
$
|
(304,682
|
)
|
|
$
|
(308,080
|
)
|
Loan payable to affiliate company
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(49,876
|
)
|
|
$
|
(51,240
|
)
|
Long-term payable to affiliate companies
|
|
$
|
(76,872
|
)
|
|
$
|
(76,872
|
)
|
|
$
|
(6,399
|
)
|
|
$
|
(6,399
|
)
|
The following table sets forth our assets that are measured at fair value on a recurring basis categorized by
fair value hierarchy level. As required by the fair value guidance, assets are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. There were no assets and/or liabilities measured at
fair value on a recurring basis as of December 31, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements as of December 31, 2017
|
|
|
|
Total
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level I)
|
|
|
Significant Other
Observable
Inputs
(Level II)
|
|
|
Significant
Unobservable
Inputs
(Level III)
|
|
Investments in
available-for-sale-securities
|
|
$
|
238
|
|
|
$
|
238
|
|
|
$
|
|
|
|
$
|
|
|
Total
|
|
$
|
238
|
|
|
$
|
238
|
|
|
$
|
|
|
|
$
|
|
|
The Companys assets measured at fair value on a
non-recurring
basis were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements as of December 31, 2017
|
|
|
|
Total
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level I)
|
|
|
Significant Other
Observable
Inputs
(Level II)
|
|
|
Significant
Unobservable
Inputs
(Level III)
|
|
Vessels, port terminals and other fixed assets, net
|
|
$
|
16,500
|
|
|
$
|
|
|
|
$
|
16,500
|
|
|
$
|
|
|
The Company recorded an impairment loss of $32,930 during the year ended December 31, 2017 for one of its
vessels, thus reducing vessels net book value to $16,500, as at December 31, 2017.
F-43
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements as of December 31, 2016
|
|
|
|
Total
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level I)
|
|
|
Significant Other
Observable
Inputs
(Level II)
|
|
|
Significant
Unobservable
Inputs
(Level III)
|
|
Investments in affiliates
|
|
$
|
148,095
|
|
|
$
|
148,095
|
|
|
$
|
|
|
|
$
|
|
|
The Company recorded an OTTI loss of $228,026 on its investments in Navios Partners and Navios Acquisition
during the year ended December 31, 2016, thus reducing their total carrying value to $148,095 as at December 31, 2016.
Fair Value
Measurements
The estimated fair value of our financial instruments that are not measured at fair value on a recurring basis,
categorized based upon the fair value hierarchy, are as follows:
Level I: Inputs are unadjusted, quoted prices for identical assets or
liabilities in active markets that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.
Level II: Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market
data at the measurement date.
Level III: Inputs that are unobservable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2017
|
|
|
|
Total
|
|
|
(Level I)
|
|
|
(Level II)
|
|
|
(Level III)
|
|
Cash and cash equivalents
|
|
$
|
127,632
|
|
|
$
|
127,632
|
|
|
$
|
|
|
|
$
|
|
|
Restricted cash
|
|
$
|
6,558
|
|
|
$
|
6,558
|
|
|
$
|
|
|
|
$
|
|
|
Investments in
available-for-sale-securities
|
|
$
|
238
|
|
|
$
|
238
|
|
|
$
|
|
|
|
$
|
|
|
Loan receivable from affiliate
companies
(2)
|
|
$
|
30,112
|
|
|
$
|
|
|
|
$
|
30,112
|
|
|
$
|
|
|
Senior and ship mortgage notes
|
|
$
|
(1,181,838
|
)
|
|
$
|
(1,181,838
|
)
|
|
$
|
|
|
|
$
|
|
|
Long-term debt, including current
portion
(1)
|
|
$
|
(389,332
|
)
|
|
$
|
|
|
|
$
|
(389,332
|
)
|
|
$
|
|
|
Long-term payable to affiliate
companies
(2)
|
|
$
|
(76,872
|
)
|
|
$
|
|
|
|
$
|
(76,872
|
)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2016
|
|
|
|
Total
|
|
|
(Level I)
|
|
|
(Level II)
|
|
|
(Level III)
|
|
Cash and cash equivalents
|
|
$
|
135,992
|
|
|
$
|
135,992
|
|
|
$
|
|
|
|
$
|
|
|
Restricted cash
|
|
$
|
5,386
|
|
|
$
|
5,386
|
|
|
$
|
|
|
|
$
|
|
|
Loan receivable from affiliate
company
(2)
|
|
$
|
23,008
|
|
|
$
|
|
|
|
$
|
23,008
|
|
|
$
|
|
|
Long-term receivable from affiliate companies
(2)
|
|
$
|
11,105
|
|
|
$
|
|
|
|
$
|
11,105
|
|
|
$
|
|
|
Capital lease obligations, including current
portion
(1)
|
|
$
|
(17,617
|
)
|
|
$
|
|
|
|
$
|
(17,617
|
)
|
|
$
|
|
|
Senior and ship mortgage notes
|
|
$
|
(974,170
|
)
|
|
$
|
(974,170
|
)
|
|
$
|
|
|
|
$
|
|
|
Long-term debt, including current
portion
(1)
|
|
$
|
(308,080
|
)
|
|
$
|
|
|
|
$
|
(308,080
|
)
|
|
$
|
|
|
Loan payable to affiliate company
(2)
|
|
$
|
(51,240
|
)
|
|
$
|
|
|
|
$
|
(51,240
|
)
|
|
$
|
|
|
Long-term payable to affiliate
companies
(2)
|
|
$
|
(6,399
|
)
|
|
$
|
|
|
|
$
|
(6,399
|
)
|
|
$
|
|
|
(1)
|
The fair value of the Companys long-term debt/ Capital lease obligations is estimated based on currently available debt with similar contract terms, interest rates and remaining maturities, published quoted market
prices as well as taking into account the Companys creditworthiness.
|
(2)
|
The fair value of the Companys loan receivable from/ payable to affiliate companies and long-term receivable from/payable to affiliate companies is estimated based on currently available debt with similar contract
terms, interest rate and remaining maturities as well as taking into account the counterpartys creditworthiness.
|
F-44
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
NOTE 12: EMPLOYEE BENEFIT PLANS
Retirement Saving Plan
The Company
sponsors an employee saving plan covering all of its employees in the United States. The Companys contributions to the employee saving plan during the years ended December 31, 2017, 2016 and 2015, were approximately $115, $69 and $96,
respectively, which included a discretionary contribution of $22, $0, and $14, respectively.
Defined Benefit Pension Plan
The Company sponsors a legacy unfunded defined benefit pension plan that covers certain Bahamian and Uruguayan nationals and former Navios
Corporation employees. The liability related to the plan is recognized based on actuarial valuations. The current portion of the liability is included in accrued expenses and the
non-current
portion of the
liability is included in other long-term liabilities. There are no pension plan assets.
The Greek office employees are protected by the
Greek Labor Law. According to the law, the Company is required to pay retirement indemnities to employees on dismissal, or on leaving with an entitlement to a full security retirement pension. Please refer to Note 2(s).
Stock Plan
The Company has awarded
restricted share units, shares of restricted common stock and restricted stock units to its employees, officers and directors. The restriction lapses in two, three or four equal tranches, over the requisite service periods, of one, two, three and
four years from the grant date. The Company has also awarded share appreciation rights and stock options to its officers and directors only, based on service conditions, which vest in three equal tranches over the requisite service periods of one,
two and three years from the grant date. Each option expires seven years after its grant date. Please refer to Note 2(s).
On
December 15, 2014, the Company awarded shares of restricted stock and restricted stock units to its employees, officers and directors and stock options to its officers and directors, which vest all at once upon achievement of the internal
performance criteria. As of December 31, 2015, the Company determined that it was probable that the performance criteria of these awards would be met and recognized a compensation expense of $2,615.
During the years ended December 31, 2017, 2016 and 2015, the Company did not award any restricted stock, restricted stock units or stock
options, which vest upon achievement of certain performance conditions.
The fair value of all share appreciation rights awards and stock
option awards has been calculated based on the modified Black-Scholes method. A description of the significant assumptions used to estimate the fair value of the stock option awards is set out below:
|
|
|
Expected term:
The Company began granting stock options in October 2007. The first stock option exercise was in 2010 and the number of options exercised during each of the years ended December 31, 2014
(143,189), 2013 (153,556), 2012 (29,251), 2011 (130,578) and 2010 (130,577) was small in relation to the total number of options granted. No stock options were exercised during the year ended December 31, 2017, 2016 and 2015.
Therefore, due to limited historical share option exercise experience to provide for a reasonable basis upon which to estimate expected term, the Company opted to apply the simplified method.
|
The simplified method used includes taking the average of the weighted average time to vesting and the contractual term of the
share appreciation rights and option awards. The service conditions share appreciation rights and option awards vest over three years at 33.3%, 33.3% and 33.4% respectively, resulting in a weighted average time to vest of approximately 2 years.
The contractual term of the award is 7 years. Utilizing the simplified approach formula, the derived expected term estimate for the Companys service conditions share appreciation rights and option award is 4.5 years.
F-45
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
|
|
|
Expected volatility:
The historical volatility of Navios Holdings shares was used in order to estimate the volatility of the share appreciation rights and stock option awards. The final expected volatility
estimate, which equals the historical estimate, for the service conditions option awards was 84.71% and 55.17% for 2016 and 2015, respectively.
|
|
|
|
Expected dividends:
The expected dividend is based on the current dividend, our historical pattern of dividend changes and the market price of our stock.
|
|
|
|
Risk-free rate:
Navios Holdings has selected to employ the risk-free
yield-to-maturity
rate to match the expected term estimated
under the simplified method. For the service conditions share appreciation rights and option awards, the 4.5 year
yield-to-maturity
rate as of the grant
date was 1.81% and 1.46% for 2016 and 2015, respectively.
|
The fair value of restricted share unit, restricted stock and
restricted stock unit grants excludes dividends to which holders of restricted share units, restricted stock and restricted stock units are not entitled. The expected dividend assumption used in the valuation of restricted share unit, restricted
stock and restricted stock units grant is $0 for 2017, 2016 and 2015.
The weighted average grant date fair value of restricted units and
restricted stock granted during the year ended December 31, 2017 was $1.27 and $1.27, respectively.
The weighted average grant date
fair value of stock options and restricted stock granted during the year ended December 31, 2016 was $0.78 and $1.20, respectively.
The weighted average grant date fair value of stock options and restricted stock granted during the year ended December 31, 2015 was
$0.55 and $1.20, respectively.
The effect of compensation expense arising from the stock-based arrangements described above amounted to
$4,296, $3,446 and $5,591 for the years ended December 31, 2017, 2016 and 2015, respectively and it was reflected in general and administrative expenses on the consolidated statements of comprehensive (loss)/income. The recognized compensation
expense for the year is presented as an adjustment to reconcile net income to net cash provided by operating activities on the consolidated statements of cash flows.
F-46
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
The summary of stock-based awards is summarized as follows (in thousands except share and per
share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted
average
remaining
term
|
|
|
Aggregate
fair value
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2014
|
|
|
5,804,594
|
|
|
$
|
4.57
|
|
|
|
4.64
|
|
|
$
|
8,410
|
|
Vested at December 31, 2014
|
|
|
1,643,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2014
|
|
|
1,500,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(159,828
|
)
|
|
|
|
|
|
|
|
|
|
|
(193
|
)
|
Granted
|
|
|
1,000,000
|
|
|
|
1.2
|
|
|
|
|
|
|
|
552
|
|
Outstanding as of December 31, 2015
|
|
|
6,644,766
|
|
|
$
|
4.09
|
|
|
|
4.23
|
|
|
$
|
8,769
|
|
Vested at December 31, 2015
|
|
|
730,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2015
|
|
|
730,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(348,520
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
2,500,000
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2016
|
|
|
8,796,246
|
|
|
$
|
3.20
|
|
|
|
4.41
|
|
|
$
|
9,804
|
|
Vested at December 31, 2016
|
|
|
1,210,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2016
|
|
|
1,210,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(891,670
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2017
|
|
|
7,904,576
|
|
|
$
|
2.98
|
|
|
|
3.80
|
|
|
$
|
7,539
|
|
Restricted stock and restricted stock units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non Vested as of December 31, 2014
|
|
|
1,997,344
|
|
|
$
|
|
|
|
|
2.00
|
|
|
$
|
10,899
|
|
Granted
|
|
|
2,540,000
|
|
|
|
|
|
|
|
|
|
|
|
3,048
|
|
Vested
|
|
|
(812,847
|
)
|
|
|
|
|
|
|
|
|
|
|
(5,746
|
)
|
Forfeited or expired
|
|
|
(3,538
|
)
|
|
|
|
|
|
|
|
|
|
|
(15
|
)
|
Non Vested as of December 31, 2015
|
|
|
3,720,959
|
|
|
$
|
|
|
|
|
2.45
|
|
|
$
|
8,186
|
|
Granted
|
|
|
2,540,000
|
|
|
|
|
|
|
|
|
|
|
|
3,048
|
|
Vested
|
|
|
(1,755,017
|
)
|
|
|
|
|
|
|
|
|
|
|
(5,122
|
)
|
Forfeited or expired
|
|
|
(3,408
|
)
|
|
|
|
|
|
|
|
|
|
|
(12
|
)
|
Non Vested as of December 31, 2016
|
|
|
4,502,534
|
|
|
$
|
|
|
|
|
2.55
|
|
|
$
|
6,100
|
|
Granted
|
|
|
4,353,975
|
|
|
|
|
|
|
|
|
|
|
|
42
|
|
Vested
|
|
|
(1,839,195
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,630
|
)
|
Forfeited or expired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non Vested as of December 31, 2017
|
|
|
7,017,314
|
|
|
$
|
|
|
|
|
3.21
|
|
|
$
|
3,512
|
|
The estimated compensation cost relating to service conditions of
non-vested
(i) share appreciation rights and stock options and (ii) restricted share units, restricted stock and restricted stock unit awards, not yet recognized was $785 and $7,271, respectively, as
of December 31, 2017 and is expected to be recognized over the weighted average period of 2.93 years.
NOTE 13: COMMITMENTS AND CONTINGENCIES
As of December 31, 2017, the Company was contingently liable for letters of guarantee and letters of credit amounting to $590
(December 31, 2016: $590) issued by various banks in favor of various organizations and the total amount was collateralized by cash deposits, which were included as a component of restricted cash.
In December 2017, the Company agreed to
charter-in,
under a ten year bareboat contract, from an
unrelated third party a newbuilding bulk carrier vessel of about 82,000 dwt, expected to be delivered in the fourth quarter of 2019. The Company has agreed to pay in total $5,410 representing a deposit for the option to acquire the vessel, of which
$2,705 was paid during the year ended December 31, 2017. The total amount of $2,724, including expenses and interest, is presented under the caption Other long-term assets.
Navios Logistics has issued a guarantee and indemnity letter that guarantees the performance by Petrolera San Antonio S.A. (a consolidated
subsidiary) of all its obligations to Vitol S.A. up to $12,000. This guarantee expires on March 1, 2019.
F-47
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
The Company is involved in various disputes and arbitration proceedings arising in the
ordinary course of business. Provisions have been recognized in the financial statements for all such proceedings where the Company believes that a liability may be probable, and for which the amounts can be reasonably estimated, based upon facts
known on the date the financial statements were prepared. Although the Company cannot predict with certainty the ultimate resolutions of these matters, in the opinion of management, the ultimate disposition of these matters is not expected to have a
material adverse effect on the Companys financial position, results of operations or liquidity.
As of December 31, 2017,
Navios Logistics had operating lease obligations relating to
chartered-in
barges through March 2020.
As of December 31, 2017, Navios Logistics had obligations related to the construction of three new pushboats and the construction of a
river and estuary tanker (including supervision costs) and the construction of covers for barges of $580, $9,024 and $486, respectively, until the second quarter of 2018.
Navios Logistics had a dispute with Vale regarding the termination date of a COA contract, which was under arbitration proceedings in New
York. Navios Logistics has received full security for its claim to date. As of December 31, 2017, related to this arbitration, Navios Logistics issued a letter of credit amounting to $2,900 and the total amount was collateralized by a cash
deposit, which was presented as restricted cash in the accompanying balance sheets as of December 31, 2016. On February 10, 2017, the arbitration tribunal ruled in favor of Navios Logistics. Vale has been ordered to pay Navios Logistics
$21,500, compensating for all unpaid invoices, late payment of invoices, and legal fees incurred. An amount of $1,157 was recorded in the consolidated statements of comprehensive (loss)/income under Other income as part of this
compensation. The full amount was received in March 2017, and the collateralized cash amount of $2,900, was released.
On March 30,
2016, Navios Logistics received written notice from Vale stating that Vale will not be performing the service contract entered into between CNSA and Vale on September 27, 2013, relating to the iron ore port facility in Nueva Palmira, Uruguay.
Navios Logistics initiated arbitration proceedings in London on June 10, 2016 pursuant to the dispute resolution provisions of the service contract. On December 20, 2016, a London arbitration tribunal ruled that the Vale port contract
remains in full force and effect. If Vale were to further repudiate or renounce the contract, Navios Logistics may elect to terminate the contract and then would be entitled to damages calculated by reference to guaranteed volumes and agreed tariffs
for the remaining period of the contract.
On October 7, 2016, a putative class action complaint was filed against the Company and
six of its directors in the United States District Court for the Southern District of New York by a purported holder of Series G American Depositary Shares and Series H American Depositary Shares. The complaint asserts claims for breach of fiduciary
duty and contract. The complaint sought, among other things, unspecified monetary damages, a declaration regarding certain of the Companys alleged obligations under the applicable certificates of designation, the restoration of certain alleged
rights to
non-tendering
holders if the exchange offer that commenced on September 19, 2016 was consummated, and an award of plaintiffs costs. On November 28, 2016, plaintiffs counsel
informed the Court that the litigation was moot in light of the failure of the consent solicitation (which did not attain the necessary support from the holders of Series G American Depositary Shares and Series H American Depositary Shares). On
January 10, 2017, plaintiffs counsel submitted a motion for attorneys fees to which the Company submitted an opposition brief on February 3, 2017, which requested that the Court deny the request for attorneys fees in its
entirety. Plaintiffs counsels motion for attorneys fees was fully briefed on February 17, 2017. On September 26, 2017, the Court issued a decision denying plaintiffs application for an award of attorneys fees
and requiring that any party wishing to restore the case to the Courts active docket do so by October 10, 2017. No party requested that the case be restored to the active docket by the October 10, 2017 deadline. No appeal of the
Courts denial of plaintiffs application for an award of attorneys fees has been taken to date and the time to file an appeal has expired.
On April 1, 2016, Navios Holdings was named as a defendant in a putative shareholder derivative lawsuit brought by two alleged
shareholders of Navios Acquisition purportedly on behalf of nominal defendant, Navios Acquisition, in the United States District Court for the Southern District of New York, captioned Metropolitan Capital Advisors International Ltd., et al. v.
Navios Maritime Holdings, Inc. et al., No.
1:16-cv-02437.
The lawsuit challenged the March 9, 2016 loan agreement between Navios Holdings and Navios
Acquisition pursuant to which Navios Acquisition agreed to provide a $50,000 credit facility (the Revolver) to Navios Holdings.
F-48
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
On April 14, 2016, Navios Holdings and Navios Acquisition announced that the Revolver
had been cancelled, and that no borrowings had been made under the Revolver. In June 2016, the parties reached an agreement resolving the plaintiffs application for attorneys fees and expenses which was approved by an order of the Court.
The litigation was dismissed upon notice of the order being provided to Navios Acquisitions shareholders via the inclusion of the order as an attachment to a Navios Acquisition Form
6-K
and the payment
of $775 by Navios Acquisition in satisfaction of the plaintiffs request for attorneys fees and expenses. A copy of the order was provided as an exhibit to Navios Acquisitions Form
6-K
filed
with the Securities and Exchange Commission on June 9, 2016.
The Company, in the normal course of business, entered into contracts
to time
charter-in
vessels for various periods through 2030.
NOTE 14: LEASES
Chartered-in
vessels, barges, pushboats and office space:
As of December 31, 2017, the Companys future minimum commitments, net of commissions under
chartered-in
vessels, barges, pushboats and office space were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charter-in
vessels
in operation
|
|
|
Charter-in
vessels
to be delivered
|
|
|
Office space
|
|
2018
|
|
$
|
119,023
|
|
|
$
|
8,725
|
|
|
$
|
1,992
|
|
2019
|
|
|
96,048
|
|
|
|
19,316
|
|
|
|
1,314
|
|
2020
|
|
|
82,638
|
|
|
|
20,945
|
|
|
|
509
|
|
2021
|
|
|
63,040
|
|
|
|
10,807
|
|
|
|
184
|
|
2022
|
|
|
43,689
|
|
|
|
10,109
|
|
|
|
|
|
2023 and thereafter
|
|
|
77,828
|
|
|
|
19,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
482,266
|
|
|
$
|
89,273
|
|
|
$
|
3,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charter hire expense for Navios Holdings
chartered-in
vessels amounted
to $122,668, $84,114 and $134,364, for each of the years ended December 31, 2017, 2016 and 2015, respectively. Charter hire expense for logistics business
chartered-in
vessels amounted to $1,564, $1,521
and $1,307, for each of the years ended December 31, 2017, 2016 and 2015, respectively.
Rent expense for office space amounted to
$2,648, $2,748, and $2,508 for each of the years ended December 31, 2017, 2016 and 2015, respectively. The Company leases office space at 825 3rd Avenue, New York, New York, pursuant to a lease that expires in April 2019. The Company also
leases office space at 85 Akti Miaouli, Piraeus, Greece, pursuant to one lease agreement that continues to be effective until either party terminates the agreement and other lease agreements that expire in 2019. The Company also leases office space
in Monaco pursuant to a lease that expires in June 2018. The Company also leases office space in Antwerp, Belgium pursuant to a lease that expires in 2019.
Navios Logistics subsidiaries lease various premises in Argentina and Paraguay that expire on various dates through 2021. The above
table incorporates the lease commitments on all offices as disclosed above.
F-49
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Chartered-out
vessels, barges and pushboats:
The future minimum revenue, net of commissions, (i) for dry bulk vessels, expected to be earned on
non-cancelable
time charters and (ii) for the Companys logistics business, expected to be earned on
non-cancelable
time charters, COAs with minimum
guaranteed volumes and contracts with minimum guaranteed throughput in Navios Logistics ports, are as follows:
|
|
|
|
|
|
|
|
|
|
|
Dry bulk
vessels
|
|
|
Logistics
business
|
|
2018
|
|
$
|
35,420
|
|
|
$
|
138,384
|
|
2019
|
|
|
2,458
|
|
|
|
104,721
|
|
2020
|
|
|
|
|
|
|
77,209
|
|
2021
|
|
|
|
|
|
|
62,290
|
|
2022
|
|
|
|
|
|
|
55,450
|
|
2023 and thereafter
|
|
|
|
|
|
|
699,388
|
|
|
|
|
|
|
|
|
|
|
Total minimum revenue, net of commissions
|
|
$
|
37,878
|
|
|
$
|
1,137,442
|
|
|
|
|
|
|
|
|
|
|
Revenues from time charters are not generally received when a vessel is
off-hire,
which includes time required for scheduled maintenance of the vessel.
Navios
Logistics future minimum revenue, as presented in the table above, expected to be earned on
non-cancelable
contracts under time charter after the successful completion of the construction of a river and
estuary tanker, is $41,380 for a period of five years, based on current contract rates.
NOTE 15: TRANSACTIONS WITH RELATED PARTIES
Office rent:
The Company has entered into lease agreements with Goldland Ktimatiki-Ikodomiki-Touristiki Xenodohiaki Anonimos Eteria and
Emerald Ktimatiki-Ikodomiki Touristiki Xenodohiaki Anonimos Eteria, both of which are Greek corporations that are currently majority-owned by Angeliki Frangou, Navios Holdings Chairman and Chief Executive Officer. The lease agreements provide
for the leasing of facilities located in Piraeus, Greece to house the operations of most of the Companys subsidiaries. The total annual lease payments are in aggregate 943 (approximately $1,065) and the lease agreements continue to be
effective until either party terminates the agreement or until they expire in 2019. These payments are subject to annual adjustments, which are based on the inflation rate prevailing in Greece as reported by the Greek State at the end of each year.
Purchase of services:
The Company utilizes its affiliate company, Acropolis, as a broker. Commissions charged from Acropolis for
each of the years ended December 31, 2017, 2016 and 2015 were $0, $0 and $6, respectively. Included in the trade accounts payable at both December 31, 2017 and 2016 was an amount due to Acropolis of $76 and $76, respectively.
Vessels charter hire:
From 2012, Navios Holdings has entered into
charter-in
contracts for
certain of Navios Partners vessels, all of which have been redelivered by April 2016.
In May 2012 and 2013, the Company entered
into two charters with Navios Partners for the Navios Aldebaran and the Navios Prosperity. On February 11, 2015, the Company and Navios Partners entered into a novation agreement whereby the rights to the time charter contract of the Navios
Aldebaran and the Navios Prosperity were transferred to Navios Holdings on February 28 and March 5, 2015, respectively.
In 2012
and 2013, the Company entered into various charters with Navios Partners for the Navios Apollon, Navios Libra, Navios Felicity and Navios Hope. In April 2015, these charters were further extended for approximately one year at a net daily rate of
$12.5, $12.0, $12.0, $10.0 plus 50/50 profit sharing based on actual earnings at the end of the period.
In 2015, the Company entered into
various charters with Navios Partners for the Navios Gemini, Navios Hyperion, Navios Soleil, Navios Harmony, Navios Orbiter, Navios Fantastiks, Navios Alegria, Navios Pollux and Navios Sun. The terms of these charters were approximately nine to
twelve months, at a net daily rate of $7.6, $12.0, $12.0, $12.0, $12.0, $12.5, $12.0, $11.4 and $12.0, respectively plus 50/50 profit sharing based on actual earnings at the end of the period.
In November 2016 the Company entered into a charter with Navios Partners for the Navios Fulvia, a 2010-built Capesize vessel. The term of this
charter was approximately three months from November 2016, at a net daily rate of $11.5.
F-50
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Total charter hire expense for all vessels for the years ended December 31, 2017, 2016
and 2015 was $651, $1,711 and $39,727, respectively, and was included in the consolidated statements of comprehensive (loss)/income under Time charter, voyage and logistics business expenses.
Management fees:
Navios Holdings provides commercial and technical management services to Navios Partners vessels for a daily
fixed fee. This daily fee covers all of the vessels operating expenses, including the cost of drydock and special surveys. In each of October 2013, August 2014, and February 2015, the Company amended its existing management agreement with
Navios Partners to fix the fees for ship management services of its owned fleet at: (i) $4.0 daily rate per Ultra-Handymax vessel; (ii) $4.1 daily rate per Panamax vessel; (iii) $5.1 daily rate per Capesize vessel; (iv) $6.5 daily rate per container
vessel of TEU 6,800; (v) $7.2 daily rate per container vessel of more than TEU 8,000; and (vi) $8.5 daily rate per very large container vessel of more than TEU 13,000 through December 31, 2015. In February 2016, the Company further amended its
existing management agreement to fix the fees for ship management services of its owned fleet at: (i) $4.1 daily rate per Ultra-Handymax vessel; (ii) $4.2 daily rate per Panamax vessel; (iii) $5.25 daily rate per Capesize vessel; (iv) $6.7 daily
rate per container vessel of TEU 6,800; (v) $7.4 daily rate per container vessel of more than TEU 8,000; and (vi) $8.75 daily rate per very large container vessel of more than TEU 13,000 through December 31, 2017. In November 2017, the Company
further amended its existing management agreement to fix the fees for ship management services of its owned fleet at: (i) $4.2 daily rate per Ultra-Handymax vessel; (ii) $4.3 daily rate per Panamax vessel; (iii) $5.25 daily rate per Capesize vessel;
(iv) $6.7 daily rate per container vessel of TEU 6,800; (v) $7.4 daily rate per container vessel of more than TEU 8,000; and (vi) $8.75 daily rate per very large container vessel of more than TEU 13,000 through December 31, 2019. Drydocking
expenses will be reimbursed by Navios Partners at cost at occurrence.
Total management fees for the years ended December 31, 2017,
2016 and 2015 amounted to $62,157, $59,209 and $56,504, respectively, and are presented net under the caption Direct vessel expenses.
Effective August 31, 2016, Navios Partners could, upon request to Navios Holdings, partially or fully defer the reimbursement of dry
docking and other extraordinary fees and expenses under the management agreement to a later date, but not later than January 5, 2018, and if reimbursed on a later date, such amounts would bear interest at a rate of 1% per annum over LIBOR.
Total amount due from Navios Partners as of December 31, 2017 amounted to $0 (December 31, 2016: $11,105) and is presented under the caption Long-term receivable from affiliate company.
Navios Holdings provides commercial and technical management services to Navios Acquisitions vessels for a daily fee that was fixed.
This daily fee covers all of the vessels operating expenses, other than certain fees and costs. Actual operating costs and expenses would be determined in a manner consistent with how the initial fixed fees were determined. In May 2014,
Navios Holdings extended the duration of its existing management agreement with Navios Acquisition until May 2020 and fixed the fees for ship management services of Navios Acquisition owned fleet for two additional years through May
2016 at $6.0 per owned MR2 product tanker and chemical tanker vessel, $7.0 per owned LR1 product tanker vessel and reduced the daily rate to $9.5 per VLCC vessel. In May 2016, Navios Holdings amended its agreement with Navios Acquisition
to fix the fees for ship management services of Navios Acquisition owned fleet at a daily fee of (i) $6.35 per MR2 product tanker and chemical tanker vessel; (ii) $7.15 per LR1 product tanker vessel; and (iii) $9.5 per VLCC through May 2018.
Drydocking expenses under this agreement will be reimbursed at cost at occurrence for all vessels.
Total management fees for the years
ended December 31, 2017, 2016 and 2015 amounted to $94,973, $97,866 and $95,336, respectively, and are presented net under the caption Direct vessel expenses.
Pursuant to a management agreement dated December 13, 2013, Navios Holdings provides commercial and technical management services to
Navios Europe Is tanker and container vessels. The term of this agreement is for a period of six years. Management fees under this agreement will be reimbursed at cost at occurrence. Total management fees for the years ended December 31,
2017, 2016 and 2015 amounted to $21,472, $20,855 and $20,383, respectively, and are presented net under the caption Direct vessel expenses.
Pursuant to a management agreement dated November 18, 2014, as further amended in October 2016, Navios Holdings provides commercial and
technical management services to Navios Midstreams vessels for a daily fixed fee of $9.5 per owned VLCC vessel, effective through December 31, 2018. Drydocking expenses under this agreement will be reimbursed at cost at occurrence for all
vessels. The term of this agreement is for a period of five years. Total management fees for the years ended December 31, 2017, 2016 and 2015 amounted to $20,805, $20,862 and $17,613, respectively, and are presented net under the caption
Direct vessel expenses.
F-51
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Pursuant to a management agreement dated June 5, 2015, Navios Holdings provides
commercial and technical management services to Navios Europe IIs dry bulk and container vessels. The term of this agreement is for a period of six years. Management fees under this agreement will be reimbursed at cost at occurrence. Total
management fees for the year ended December 31, 2017, 2016 and 2015 amounted to $22,055, $23,527 and $9,581, respectively, and are presented net under the caption Direct vessel expenses.
Pursuant to a management agreement dated June 7, 2017, as amended in November 2017, Navios Holdings, provides commercial and technical
management services to Navios Containers vessels. The term of this agreement is for an initial period of five years with an automatic extension for period of five years thereafter unless a notice for termination is received by either party.
The fee for the ship management services provided by Navios Holdings is a daily fee of $6.1 per day for 4,250 TEU, 3,450 TEU and 5,500 TEU container vessels. Drydocking expenses under this agreement are reimbursed by Navios Containers at cost.
Total management fees for the period ended December 31, 2017 amounted to $16,702 and are presented net under the caption Direct vessel expenses.
Navios Partners Guarantee:
In November 2012 (as amended in March 2014), the Company entered into an agreement with Navios Partners (the
Navios Partners Guarantee) to provide Navios Partners with guarantees against counterparty default on certain existing charters, which had previously been covered by the charter insurance for the same vessels, same periods and same
amounts. The Navios Partners Guarantee provides for a maximum possible payout of $20,000 by the Company to Navios Partners. Premiums that are calculated on the same basis as the restructured charter insurance are included in the management fee that
is paid by Navios Partners to Navios Holdings pursuant to the management agreement. As of December 31, 2017, Navios Partners has submitted one claim under this agreement to the Company. As at December 31, 2017 and December 31, 2016,
the fair value of the claim was estimated at $20,000 and $19,739, respectively and included in Other long-term liabilities and deferred income in the consolidated balance sheet. The final settlement of the amount due will take place at
anytime but in no case later than December 31, 2019, in accordance with a letter of agreement effective as of December 29, 2017. During the year ended December 31, 2015, the Company initially recognized this claim as Other
expense in the consolidated statement of comprehensive (loss)/income.
General and administrative expenses incurred on behalf of
affiliates/Administrative fee revenue from affiliates:
Navios Holdings provides administrative services to Navios Partners. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these
services. Navios Holdings extended the duration of its existing administrative services agreement with Navios Partners until December 31, 2022, pursuant to its existing terms. Total general and administrative fees for the years ended
December 31, 2017, 2016 and 2015 amounted to $8,347, $7,751 and $6,205, respectively.
Navios Holdings provides administrative
services to Navios Acquisition. Navios Holdings extended the duration of its existing administrative services agreement with Navios Acquisition until May 2020 pursuant to its existing terms. Navios Holdings is reimbursed for reasonable costs
and expenses incurred in connection with the provision of these services. Total general and administrative fees for the years ended December 31, 2017, 2016 and 2015 amounted to $9,000, $9,427 and $7,608, respectively.
Navios Holdings provides administrative services to Navios Logistics. In April 2016, Navios Holdings extended the duration of its
existing administrative services agreement with Navios Logistics until December 2021 pursuant to its existing terms. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total
general and administrative fees for the years ended December 31, 2017, 2016 and 2015 amounted to $1,000, $1,000 and $760, respectively. The general and administrative fees have been eliminated upon consolidation.
Pursuant to an administrative services agreement dated December 13, 2013, Navios Holdings provides administrative services to Navios
Europe Is tanker and container vessels. The term of this agreement is for a period of six years. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and
administrative fees for the years ended December 31, 2017, 2016 and 2015 amounted to $1,187, $1,300 and $800, respectively.
Pursuant
to an administrative services agreement dated November 18, 2014, Navios Holdings provides administrative services to Navios Midstream. The term of this agreement is for a period of five years. Navios Holdings is reimbursed for reasonable costs
and expenses incurred in connection with the provision of these services. Total general and administrative fees for the years ended December 31, 2017, 2016 and 2015 amounted to $1,500, $1,500 and $1,014, respectively.
Pursuant to an administrative services agreement dated June 5, 2015, Navios Holdings provides administrative services to Navios Europe
IIs dry bulk and container vessels. The term of this agreement is for a period of six years. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and
administrative fees charged for the year ended December 31, 2017, 2016 and 2015, amounted to $1,766, $1,820 and $550, respectively.
F-52
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Pursuant to the administrative services agreement dated June 7, 2017, Navios Holdings
provides administrative services to Navios Containers. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. The term of this agreement is for an initial period of five years
with an automatic extension for a period of five years thereafter unless a notice of termination is received by either party. Total general and administrative fees attributable to this agreement for the period ended December 31, 2017, amounted
to $1,868.
Administrative services under these agreements include bookkeeping, audit and accounting services, legal and insurance
services, administrative and clerical services, banking and financial services, advisory services, investor relations and other services.
Balance due from/to affiliates (excluding Navios Europe I and Navios Europe II):
Balance due to Navios Partners as of December 31,
2017 amounted to $8,315 (December 31, 2016: $8,664), and the Long-term payable to Navios Partners amounted to $14,891 (December 31, 2016: $0). Balance due to Navios Acquisition as of December 31, 2017 amounted to $2,800
(December 31, 2016: $19,383), and the Long-term payable to Navios Acquisition amounted to $15,236 (December 31, 2016: $6,399). Balance due to Navios Midstream as of December 31, 2017 amounted to $990 (December 31, 2016: $4,800),
and the Long-term payable to Navios Midstream amounted to $4,554 (December 31, 2016: $0). Balance due to Navios Containers as of December 31, 2017 amounted to $3,334 (December 31, 2016: $0), and the Long-term payable to Navios Containers
amounted to $7,965 (December 31, 2016: $0)
The balances mainly consisted of management fees, administrative fees, drydocking and
other expenses prepaid by the affiliates according to our management agreements and other amounts payable to affiliates.
Omnibus
agreements:
Navios Holdings has entered into an omnibus agreement with Navios Partners (the Partners Omnibus Agreement) in connection with the closing of Navios Partners IPO governing, among other things, when Navios Holdings
and Navios Partners may compete against each other as well as rights of first offer on certain dry bulk carriers. Pursuant to the Partners Omnibus Agreement, Navios Partners generally agreed not to acquire or own Panamax or Capesize dry bulk
carriers under time charters of three or more years without the consent of an independent committee of Navios Partners. In addition, Navios Holdings has agreed to offer to Navios Partners the opportunity to purchase vessels from Navios Holdings when
such vessels are fixed under time charters of three or more years.
Navios Holdings entered into an omnibus agreement with Navios
Acquisition and Navios Partners (the Acquisition Omnibus Agreement) in connection with the closing of Navios Acquisitions initial vessel acquisition, pursuant to which, among other things, Navios Holdings and Navios Partners agreed
not to acquire,
charter-in
or own liquid shipment vessels, except for container vessels and vessels that are primarily employed in operations in South America, without the consent of an independent committee
of Navios Acquisition. In addition, Navios Acquisition, under the Acquisition Omnibus Agreement, agreed to cause its subsidiaries not to acquire, own, operate or charter dry bulk carriers subject to specific exceptions. Under the Acquisition Omnibus
Agreement, Navios Acquisition and its subsidiaries granted to Navios Holdings and Navios Partners, a right of first offer on any proposed sale, transfer or other disposition of any of its dry bulk carriers and related charters owned or acquired by
Navios Acquisition. Likewise, Navios Holdings and Navios Partners agreed to grant a similar right of first offer to Navios Acquisition for any liquid shipment vessels it might own. These rights of first offer will not apply to a (i) sale,
transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any charter or other agreement with a counterparty, or (ii) merger with or into, or sale of substantially all of the assets to, an
unaffiliated third party.
Navios Holdings entered into an omnibus agreement with Navios Midstream, Navios Acquisition and Navios Partners
in connection with the Navios Midstream IPO, pursuant to which Navios Acquisition, Navios Holdings, Navios Partners and their controlled affiliates generally have agreed not to acquire or own any VLCCs, crude oil tankers, refined petroleum product
tankers, LPG tankers or chemical tankers under time charters of five or more years without the consent of Navios Midstream. The omnibus agreement contains significant exceptions that will allow Navios Acquisition, Navios Holdings, Navios Partners or
any of their controlled affiliates to compete with Navios Midstream under specified circumstances.
Navios Holdings entered into an
omnibus agreement with Navios Containers, Navios Acquisition, Navios Partners and Navios Midstream, pursuant to which Navios Acquisition, Navios Holdings, Navios Partners, Navios Midstream and their controlled affiliates generally have granted a
right of first refusal to Navios Containers over any container vessels to be sold or acquired in the future, subject to significant exceptions that would allow Navios Acquisition, Navios Holdings, Navios Partners and Navios Midstream or any of their
controlled affiliates to compete with Navios Containers under specified circumstances.
F-53
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Midstream General Partner Option Agreement:
Navios Holdings entered into an option
agreement, with Navios Acquisition under which Navios Acquisition, which owns and controls Navios Maritime Midstream Partners GP LLC (Midstream General Partner), granted Navios Holdings the option to acquire a minimum of 25% of the
outstanding membership interests in Midstream General Partner and the incentive distribution rights in Navios Midstream representing the right to receive an increasing percentage of the quarterly distributions when certain conditions are met. The
option shall expire on November 18, 2024. The purchase price for the acquisition for all or part of the option interest shall be an amount equal to its fair market value. As of December 31, 2017, Navios Holdings had not exercised any part
of that option.
Sale of Vessels and Sale of Rights to Navios Partners:
Upon the sale of vessels to Navios Partners, Navios
Holdings recognizes the gain immediately in earnings only to the extent of the interest in Navios Partners owned by third parties and defers recognition of the gain to the extent of its own ownership interest in Navios Partners (the deferred
gain). Subsequently, the deferred gain is amortized to income over the remaining useful life of the vessel. The recognition of the deferred gain is accelerated in the event that (i) the vessel is subsequently sold or otherwise disposed of
by Navios Partners or (ii) the Companys ownership interest in Navios Partners is reduced. In connection with the public offerings of common units by Navios Partners, a pro rata portion of the deferred gain is released to income upon
dilution of the Companys ownership interest in Navios Partners. As of December 31, 2017 and 2016, the unamortized deferred gain for all vessels and rights sold totaled $9,955 and $11,846, respectively. For the years ended
December 31, 2017, 2016 and 2015, Navios Holdings recognized $1,892, $1,833 and $2,621 of the deferred gain, respectively, in Equity/(loss) in net earnings of affiliated companies.
Participation in offerings of affiliates:
Refer to Note 8 for Navios Holdings participation in Navios Acquisitions and
Navios Partners offerings. On February 4, 2015, Navios Holdings entered into a share purchase agreement with Navios Partners pursuant to which Navios Holdings made an investment in Navios Partners by purchasing common units, and general
partnership interests, in order to maintain its 20.0% partnership interest in Navios Partners following its equity offering in February 2015. In connection with this agreement, Navios Holdings entered into a registration rights agreement with Navios
Partners pursuant to which Navios Partners provided Navios Holdings with certain rights relating to the registration of the common units. Navios Holdings has entered into additional share purchase agreements on December 30, 2016, March 3,
2017, and March 23, 2017, and March 31, 2017 for the purchase up to a total of 1,313,399 general partnership interests.
The
Navios Acquisition Credit Facilities:
On September 19, 2016, Navios Holdings entered into a secured credit facility of up to $70,000 with Navios Acquisition. This credit facility was secured by all of the Companys interest in
Navios Acquisition and 78.5% of the Companys interest in Navios Logistics, representing a majority of the shares outstanding of Navios Logistics. This facility was provided for an arrangement fee of $700. On November 3, 2017, Navios
Holdings prepaid in full the outstanding amount under this credit facility with Navios Acquisition and all collateral was released.
In
2010, Navios Acquisition entered into a $40,000 credit facility with Navios Holdings, which matured in December 2015. The facility was available for multiple drawings up to a limit of $40,000 and had a margin of LIBOR plus 300 basis points. The
final maturity date was January 2, 2017. As of December 31, 2017 and 2016, there was no outstanding amount under this facility.
The Navios Partners Credit Facility:
In May 2015, Navios Partners entered into a credit facility with Navios Holdings of up to $60,000.
The Navios Partners Credit Facility bears an interest of LIBOR plus 300 bps. The final maturity date was January 2, 2017. As of December 31, 2017 and 2016, there was no outstanding amount under this facility. In April 2016, Navios Partners
has drawn $21,000 from the Navios Partners Credit Facility, which was fully repaid during April 2016.
Balance due from Navios Europe
I:
Balance due from Navios Europe I as of December 31, 2017 amounted to $7,176 (December 31, 2016: $2,376) which included the net current amount receivable of $4,002 (December 31, 2016: $145) mainly consisting of management fees, accrued
interest income earned under the Navios Revolving Loans I (as defined in Note 8) and other expenses and the
non-current
amount of $3,174 (December 31, 2016: $2,231) related to the accrued interest income
earned under the Navios Term Loans I (as defined in Note 8).
The Navios Revolving Loans I and the Navios Term Loans I earn interest and
an annual preferred return, respectively, at 1,270 basis points per annum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end of each quarter. There are no
covenant requirements or stated maturity dates.
As of December 31, 2017 and 2016, the outstanding amount relating to Navios
Holdings portion under the Navios Revolving Loans I was $11,125 and $7,125, respectively, under the caption Loan receivable from affiliate companies. As of December 31, 2017, the amount undrawn under the Revolving Loans I was
$0.
F-54
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
On March 17, 2017, Navios Holdings transferred to Navios Partners its rights to the
Navios Revolving Loans I and the Navios Term Loans I (including the respective accrued receivable interest), with a total carrying value of $21,384 for a total consideration of $33,473, comprised of $4,050 in cash and 13,076,923 newly
issued common units of Navios Partners with a fair value of $29,423 (based on Navios Partners trading price as of the closing of the transaction). The Company evaluated this transaction in accordance with ASC 860, classifying it as a
secured borrowing arrangement. At the date of this transaction, the Company recognized a long-term liability of $33,473, including a premium of $12,089 which will be amortized through Interest income over the term of the loans until
2023, and is included within Long-term payable to affiliate companies. Navios Holdings may be required from Navios Partners, under certain conditions, to repurchase the loans after the third anniversary of the date of the transaction
based on the then-outstanding balance of the loans. See also Note 8. As of December 31, 2017, the balance payable to Navios Partners amounted to $34,227, including the unamortized premium of $10,390.
Balance due from Navios Europe II:
Balance due from Navios Europe II as of December 31, 2017, amounted to $2,440 (December 31,
2016: $10,453), which included the net current payable amount of $1,310 (December 31, 2016: $8,402), mainly consisting of management fees and accrued interest income earned under the Navios Revolving Loans II (as defined in Note 8) and other
expenses and the
non-current
amount receivable of $3,750 (December 31, 2016: $2,051) related to the accrued interest income earned under the Navios Term Loans II (as defined in Note 8).
The Navios Revolving Loans II and the Navios Term Loans II earn interest and an annual preferred return, respectively, at 1,800 basis points
per annum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end of each quarter. There are no covenant requirements or stated maturity dates.
As of December 31, 2017, the outstanding amount relating to Navios Holdings portion under the Navios Revolving Loans II was $12,063
(December 31, 2016: $11,602), under the caption Loan receivable from affiliate companies. In March 2017, the amount undrawn from the Navios Revolving Loans II increased by $14,000. As of December 31, 2017, the amount undrawn from
the Navios Revolving Loans II was $15,003, of which Navios Holdings may be required to fund an amount ranging from $0 to $15,003.
NOTE 16: PREFERRED
AND COMMON STOCK
Vested, Surrendered and Forfeited
During 2017, 843,332 restricted stock units, issued to the Companys employees in 2016, vested.
During 2016, 24,970 restricted stock units, issued to the Companys employees in 2014 and 2013, vested.
During 2015, 16,960 restricted stock units, issued to the Companys employees in 2013 and 2012, vested.
During the year ended December 31, 2017 and 2016, 4,232 and 2,908 restricted shares of common stock, respectively, were forfeited upon
termination of employment.
Conversion of Preferred Stock
During the year ended December 31, 2017, 2,436 shares of convertible preferred stock were converted into 1,740,000 shares of common stock.
The shares of convertible preferred stock were converted pursuant to their original terms, which provided the option to the holders of these shares to convert all or any such then-outstanding shares of preferred stock into a number of fully paid and
non-assessable
shares of common stock determined by dividing the amount of the liquidation preference ($10,000 per share) by a conversion price equal to $14.00 per share of common stock. Following
this conversion, the Company cancelled the undeclared preferred dividend of the converted shares of $702, and issued 50,150 shares of common stock with a fair value of $84 at the date of issuance (See also note 19).
During the year ended December 31, 2016, there were no conversions of preferred stock.
F-55
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Issuance of Cumulative Perpetual Preferred Stock
The Companys 2,000,000 American Depositary Shares, Series G and the 4,800,000 American Depositary Shares, Series H are recorded at
fair market value on issuance. Each of the shares represents 1/100th of a share of the Series G and Series H, with a liquidation preference of $2,500 per share ($25.00 per American Depositary Share). Dividends are payable quarterly in arrears
on the Series G at a rate of 8.75% per annum and on the Series H at a rate of 8.625% per annum of the stated liquidation preference. The Company has accounted for these shares as equity.
Series G and Series H American Depositary Shares Exchange Offer
On November 8, 2016, the Company announced the completion of the offer to exchange cash and/or newly issued shares of common stock for any
and all outstanding of its Series G and Series H. A total number of 5,449 Series G and 18,982 Series H were validly tendered in the exchange offer, representing an aggregate book value of $61,078. The Company paid an aggregate of $9,323 in cash,
which includes tender offer expenses, and issued a total of 7,589,176 shares of common stock, with a fair value of $7,893 at the date of the issuance.
On April 19, 2017, Navios Holdings announced the completion of the offer commenced on March 21, 2017, to exchange newly issued
shares of the Companys common stock for any and all outstanding American Depositary Shares, each representing 1/100th of a share of either Series G or Series H. 360 Series G and 406 Series H shares were validly tendered,
representing an aggregate nominal value of approximately $1,843. Navios Holdings paid for tender offer expenses $571, and issued a total of 625,815 shares of common stock with a fair value of $1,127. Following the completion of the offer, the
Company cancelled the undeclared preferred dividend of Series G and Series H of $270 (See also note 19).
In February 2016, Navios
Holdings announced the suspension of payment of quarterly dividends on its preferred stock, including the Series G and Series H
.
Total undeclared preferred dividends as of December 31, 2017 were $19,693 (net of cancelled dividends).
On July 15, 2017, the Company reached six quarterly dividend payments in arrears relating to its Series G and Series H and as a result
the respective dividend rate increased by 0.25%.
Issuances to Employees, Officers and Directors
On December 11, 2017, pursuant to the stock plan approved by the Board of Directors, 4,320,975 common stock was granted to Navios Holdings
employees, officers and directors and issued on January 16, 2018.
On December 11, 2015, pursuant to the stock plan approved by
the Board of Directors, Navios Holdings granted to its employees, officers and directors 2,540,000 shares of restricted common stock and 1,000,000 stock options.
Acquisition of Treasury Stock
In
November 2015, the Board of Directors approved a share repurchase program for up to $25,000 of the Navios Holdings common stock. Share repurchases were made pursuant to a program adopted under Rule
10b5-1
under the Securities Exchange Act. Repurchases were subject to restrictions under the terms of the Companys credit facilities and indenture. The program did not require any minimum purchase or any
specific number or amount of shares and may be suspended or reinstated at any time in the Companys discretion and without notice. In particular, Navios Holdings, pursuant to the terms of its Series G and Series H, may not redeem, repurchase or
otherwise acquire its common stock or preferred shares, including the Series G and Series H (other than through an offer made to all holders of Series G and Series H) unless full cumulative dividends on Series G and Series H, when payable, have been
paid. As of December 31, 2016, 948,584 shares, were repurchased under this program, for a total consideration of $818. In total, up until February 2016, 1,147,908 shares were repurchased under this program, for a total consideration of $1,070.
Since that time, this program has been suspended by the Company.
Navios Holdings had outstanding as of December 31, 2017 and 2016,
120,386,472 and 117,131,407 shares of common stock, respectively, and preferred stock 46,302 (14,191 Series G, 28,612 Series H and 3,499 shares of convertible preferred stock) and 49,504 (14,551 Series G, 29,018 Series H and 5,935 shares of
convertible preferred stock), respectively.
F-56
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
NOTE 17: INTEREST EXPENSE AND FINANCE COST
Interest expense and finance cost consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year
Ended
December 31,
2017
|
|
|
For the Year
Ended
December 31,
2016
|
|
|
For the Year
Ended
December 31,
2015
|
|
Interest expense
|
|
$
|
115,099
|
|
|
$
|
107,787
|
|
|
$
|
108,488
|
|
Amortization and
write-off
of deferred financing
costs
|
|
|
6,391
|
|
|
|
5,653
|
|
|
|
4,524
|
|
Other
|
|
|
121
|
|
|
|
199
|
|
|
|
139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense and finance cost
|
|
$
|
121,611
|
|
|
$
|
113,639
|
|
|
$
|
113,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 18: SEGMENT INFORMATION
The Company currently has two reportable segments from which it derives its revenues: Dry Bulk Vessel Operations and Logistics Business. The
reportable segments reflect the internal organization of the Company and are strategic businesses that offer different products and services. The Dry Bulk Vessel Operations consists of the transportation and handling of bulk cargoes through the
ownership, operation, and trading of vessels, freight and FFAs. The Logistics Business consists of operating ports and transfer station terminals, handling of vessels, barges and pushboats as well as upriver transport facilities in the Hidrovia
region.
The Company measures segment performance based on net income/ (loss) attributable to Navios Holdings common stockholders.
Inter-segment sales and transfers are not significant and have been eliminated and are not included in the following tables. Summarized financial information concerning each of the Companys reportable segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dry Bulk Vessel
Operations
for the
Year Ended
December 31,
2017
|
|
|
Logistics Business
for the
Year Ended
December 31,
2017
|
|
|
Total
for the
Year Ended
December 31,
2017
|
|
Revenue
|
|
$
|
250,433
|
|
|
$
|
212,616
|
|
|
$
|
463,049
|
|
Administrative fee revenue from affiliates
|
|
|
23,667
|
|
|
|
|
|
|
|
23,667
|
|
Interest income
|
|
|
6,593
|
|
|
|
238
|
|
|
|
6,831
|
|
Interest expense and finance cost
|
|
|
(93,264
|
)
|
|
|
(28,347
|
)
|
|
|
(121,611
|
)
|
Depreciation and amortization
|
|
|
(77,245
|
)
|
|
|
(26,867
|
)
|
|
|
(104,112
|
)
|
Equity/ (Loss) in net earnings of affiliated companies
|
|
|
4,399
|
|
|
|
|
|
|
|
4,399
|
|
Net (loss)/ income attributable to Navios Holdings common stockholders
|
|
|
(167,892
|
)
|
|
|
1,982
|
|
|
|
(165,910
|
)
|
Total assets
|
|
|
1,947,777
|
|
|
|
682,204
|
|
|
|
2,629,981
|
|
Goodwill
|
|
|
56,240
|
|
|
|
104,096
|
|
|
|
160,336
|
|
Capital expenditures
|
|
|
(347
|
)
|
|
|
(46,521
|
)
|
|
|
(46,868
|
)
|
Investment in affiliates
|
|
|
183,160
|
|
|
|
|
|
|
|
183,160
|
|
Cash and cash equivalents
|
|
|
47,744
|
|
|
|
79,888
|
|
|
|
127,632
|
|
Restricted cash
|
|
|
6,558
|
|
|
|
|
|
|
|
6,558
|
|
Long-term debt, net (including current and noncurrent portion)
|
|
$
|
1,149,742
|
|
|
$
|
532,746
|
|
|
$
|
1,682,488
|
|
F-57
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dry Bulk Vessel
Operations
for the
Year Ended
December 31,
2016
|
|
|
Logistics Business
for the
Year Ended
December 31,
2016
|
|
|
Total
for the
Year Ended
December 31,
2016
|
|
Revenue
|
|
$
|
199,446
|
|
|
$
|
220,336
|
|
|
$
|
419,782
|
|
Administrative fee revenue from affiliates
|
|
|
21,799
|
|
|
|
|
|
|
|
21,799
|
|
Interest income
|
|
|
4,132
|
|
|
|
815
|
|
|
|
4,947
|
|
Interest expense and finance cost
|
|
|
(89,399
|
)
|
|
|
(24,240
|
)
|
|
|
(113,639
|
)
|
Depreciation and amortization
|
|
|
(87,197
|
)
|
|
|
(26,628
|
)
|
|
|
(113,825
|
)
|
Equity/ (Loss) in net earnings of affiliated companies
|
|
|
(202,779
|
)
|
|
|
|
|
|
|
(202,779
|
)
|
Net (loss)/ income attributable to Navios Holdings common stockholders
|
|
|
(310,306
|
)
|
|
|
6,483
|
|
|
|
(303,823
|
)
|
Total assets
|
|
|
2,083,526
|
|
|
|
669,369
|
|
|
|
2,752,895
|
|
Goodwill
|
|
|
56,240
|
|
|
|
104,096
|
|
|
|
160,336
|
|
Capital expenditures
|
|
|
(60,420
|
)
|
|
|
(91,173
|
)
|
|
|
(151,593
|
)
|
Investment in affiliates
|
|
|
160,071
|
|
|
|
|
|
|
|
160,071
|
|
Cash and cash equivalents
|
|
|
70,810
|
|
|
|
65,182
|
|
|
|
135,992
|
|
Restricted cash
|
|
|
2,486
|
|
|
|
2,900
|
|
|
|
5,386
|
|
Long-term debt, net (including current and noncurrent portion)
|
|
$
|
1,223,146
|
|
|
$
|
427,949
|
|
|
$
|
1,651,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dry Bulk Vessel
Operations
for the
Year Ended
December 31,
2015
|
|
|
Logistics Business
for the
Year Ended
December 31,
2015
|
|
|
Total
for the
Year Ended
December 31,
2015
|
|
Revenue
|
|
$
|
229,772
|
|
|
$
|
251,048
|
|
|
$
|
480,820
|
|
Administrative fee revenue from affiliates
|
|
|
16,177
|
|
|
|
|
|
|
|
16,177
|
|
Interest income
|
|
|
1,801
|
|
|
|
569
|
|
|
|
2,370
|
|
Interest expense and finance cost
|
|
|
(86,069
|
)
|
|
|
(27,082
|
)
|
|
|
(113,151
|
)
|
Depreciation and amortization
|
|
|
(92,341
|
)
|
|
|
(27,969
|
)
|
|
|
(120,310
|
)
|
Equity in net earnings of affiliated companies
|
|
|
61,484
|
|
|
|
|
|
|
|
61,484
|
|
Net (loss)/ income attributable to Navios Holdings common stockholders
|
|
|
(148,306
|
)
|
|
|
14,194
|
|
|
|
(134,112
|
)
|
Total assets
|
|
|
2,359,299
|
|
|
|
599,514
|
|
|
|
2,958,813
|
|
Goodwill
|
|
|
56,240
|
|
|
|
104,096
|
|
|
|
160,336
|
|
Capital expenditures
|
|
|
(7,882
|
)
|
|
|
(27,039
|
)
|
|
|
(34,921
|
)
|
Investment in affiliates
|
|
|
381,746
|
|
|
|
|
|
|
|
381,746
|
|
Cash and cash equivalents
|
|
|
81,905
|
|
|
|
81,507
|
|
|
|
163,412
|
|
Restricted cash
|
|
|
13,480
|
|
|
|
|
|
|
|
13,480
|
|
Long-term debt, net (including current and noncurrent portion)
|
|
$
|
1,213,740
|
|
|
$
|
367,568
|
|
|
$
|
1,581,308
|
|
The following table sets out the Companys revenue by geographic region. Dry bulk Vessel Operations
(excluding administrative fee revenue from affiliates) and Logistics Business revenue are allocated on the basis of the geographic region in which the customer is located. Dry bulk vessels operate worldwide. Logistics business operates different
types of tanker vessels, pushboats, and wet and dry barges for delivering a wide range of products between ports in the Paraná, Paraguay and Uruguay River systems in South America (commonly known as the Hidrovia or the
waterway).
Revenues from specific geographic regions which contribute over 10% of revenue are disclosed separately.
F-58
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Revenue by Geographic Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31,
2017
|
|
|
Year ended
December 31,
2016
|
|
|
Year ended
December 31,
2015
|
|
North America
|
|
$
|
5,513
|
|
|
$
|
6,218
|
|
|
$
|
22,317
|
|
Europe
|
|
|
124,857
|
|
|
|
109,267
|
|
|
|
109,347
|
|
Asia
|
|
|
91,552
|
|
|
|
73,073
|
|
|
|
87,658
|
|
South America
|
|
|
212,616
|
|
|
|
220,336
|
|
|
|
253,746
|
|
Other
|
|
|
28,511
|
|
|
|
10,888
|
|
|
|
7,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
463,049
|
|
|
$
|
419,782
|
|
|
$
|
480,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessels operate on a worldwide basis and are not restricted to specific locations. Accordingly, it is not possible to allocate
the assets of these operations to specific countries. The total net book value of long-lived assets for dry bulk vessels amounted to $1,278,447 and $1,409,415 at December 31, 2017 and 2016, respectively. For Logistics Business, all long-lived
assets are located in South America. The total net book value of long-lived assets for the Logistics Business amounted to $563,887 and $544,065 at December 31, 2017 and 2016, respectively.
NOTE 19: LOSS PER COMMON SHARE
Loss per
share is calculated by dividing net loss attributable to Navios Holdings common stockholders by the weighted average number of shares of Navios Holdings outstanding during the periods presented. Net (loss)/income attributable to Navios Holdings
common stockholders is calculated by adding to (if a discount) or deducting from (if a premium) net (loss)/ income attributable to Navios Holdings common stockholders the difference between the fair value of the consideration paid upon redemption
and the carrying value of the preferred stock, including the unamortized issuance costs of the preferred stock, and the amount of any undeclared dividend cancelled.
For the year ended December 31, 2017, 5,033,156 potential common shares and 4,566,836 potential shares of convertible preferred stock
have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) and are therefore excluded from the calculation of diluted net loss per share.
For the year ended December 31, 2016, 3,411,270 potential common shares and 5,935,000 potential shares of convertible preferred stock
have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) and are therefore excluded from the calculation of diluted net loss per share.
For the year ended December 31, 2015, 1,698,569 potential common shares and 6,522,556 potential shares of convertible preferred stock
have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) and are therefore excluded from the calculation of diluted net loss per share.
F-59
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31,
2017
|
|
|
Year ended
December 31,
2016
|
|
|
Year ended
December 31,
2015
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Navios Holdings common stockholders
|
|
$
|
(165,910
|
)
|
|
$
|
(303,823
|
)
|
|
$
|
(134,112
|
)
|
Declared and undeclared dividend on preferred stock and on unvested restricted shares
|
|
|
(10,421
|
)
|
|
|
(15,909
|
)
|
|
|
(16,202
|
)
|
Tender Offer Redemption of preferred stock Series G and H including $972 and $5,063 of
undeclared preferred dividend cancelled for the year ended December 31, 2017 and December 31, 2016, respectively
|
|
|
1,033
|
|
|
|
46,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss available to Navios Holdings common stockholders, basic and diluted
|
|
$
|
(175,298
|
)
|
|
$
|
(273,105
|
)
|
|
$
|
(150,314
|
)
|
|
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Denominator:
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Denominator for basic and diluted net loss per share attributable to Navios Holdings stockholders
adjusted weighted shares
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116,673,459
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107,366,783
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105,896,235
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Basic and diluted net loss per share attributable to Navios Holdings stockholders
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$
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(1.50
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)
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$
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(2.54
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)
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$
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(1.42
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)
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NOTE 20: INCOME TAXES
Marshall Islands, Liberia, Panama and Malta do not impose a tax on international shipping income. Under the laws of Marshall Islands, Malta,
Liberia and Panama, the countries of incorporation of the Company and its subsidiaries and the vessels registration, the companies are subject to registration and tonnage taxes which have been included in direct vessel expenses in the
accompanying consolidated statements of comprehensive (loss)/income.
Certain of the Companys subsidiaries have registered offices
in Greece under Greek Law 27/75 as amended and in force (former law 89/67). These companies are allowed to conduct the specific business activities provided in their license and the provisions of the above legislation. Same law (27/75) provides that
these companies are exempted in Greece from any tax, duty, levy, contribution or deduction in respect of income.
In accordance with the
currently applicable Greek law, ship owning companies of foreign flagged vessels that are managed by Greek or foreign ship management companies having established an office/branch in Greece under law 27/75 are subject to duties towards the Greek
state which are calculated on the basis of the relevant vessels tonnage. In case that tonnage tax and/or similar taxes/duties are paid by the shipowning companies to the vessels flag state, these are deducted from the amount of the duty
to be paid in Greece by the ship owner. The payment of said duties exhausts the tax liability of the foreign ship owning company against any tax, duty, charge or contribution payable on income from the exploitation of the foreign flagged vessel.
In Belgium, taxation on ocean shipping is based on the tonnage of the
sea-going
vessels from
which the profit is obtained (tonnage tax).
F-60
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Pursuant to Section 883 of the Internal Revenue Code of the United States (the
Code), U.S. source income from the international operation of ships is generally exempt from U.S. federal income tax if the company that is treated for U.S. federal income tax purposes as earning such income meets certain requirements
set forth in Section 883 of the Code and the U.S. Treasury regulations thereunder. Among other things, in order to qualify for this exemption, each relevant company must be incorporated in a country outside the United States which grants an
equivalent exemption from income taxes to U.S. corporations. In addition, either (i) the stock of each relevant company must be treated under Section 883 of the Code and the U.S. Treasury regulations thereunder as
primarily traded and regularly traded on an established securities market in the United States or in another country that grants an equivalent exemption or (ii) more than 50% of the value of the
stock of each relevant company must be owned, directly or indirectly, by (a) individuals who are residents in countries that grant an equivalent exemption, (b) foreign corporations organized in countries that grant an
equivalent exemption and that meet the test described in (i) and/or (c) certain other shareholders described in Section 883 of the Code and the U.S. Treasury regulations thereunder. The management of the Company believes
that the Company and each of its relevant subsidiaries qualifies for the tax exemption under Section 883 of the Code, provided that the Companys common stock continues to be listed on the NYSE and represents more than 50% of the total
combined voting power of all classes of the Companys stock entitled to vote and of the total value of the Companys stock, and less than 50% of the Companys common stock is owned, actually or constructively under specified stock
attribution rules, on more than half the number of days in the relevant year by persons who each own 5% or more of the vote and value of the Companys common stock, but no assurance can be given that the Company will satisfy these requirements
or qualify for this exemption.
The income tax benefit / (expense) reflected in the Companys consolidated financial statements for
the years ended December 31, 2017, 2016 and 2015 is mainly attributable to Navios Holdings subsidiaries in South America, which are subject to the Argentinean, Brazilian and Paraguayan income tax regime.
CNSA is located in a tax free zone and is not liable to income tax. Navios Logistics operations in Uruguay are exempted from income
taxes.
Income tax liabilities of the Argentinean companies for the current and prior periods are measured at the amount expected to be
paid to the taxation authorities, using a tax rate of 35% on the taxable net income. As a result of the tax reforms voted by the Argentinean Parliament in December 2017, the corporate income tax rate will decrease to 30% for the year 2018, and to
25% from 2019 onwards. Tax rates and tax laws used to assess the income tax liability are those that are effective on the close of the fiscal period. Additionally, at the end of the fiscal year, local companies in Argentina have to calculate an
assets tax, the Minimum Presumed Income Tax). This tax is supplementary to income tax and is calculated by applying the effective tax rate of 1% over the gross value of the corporate assets (based on tax law criteria). The subsidiaries tax
liabilities will be the higher of income tax or Minimum Presumed Income Tax. However, if the Minimum Presumed Income Tax exceeds income tax during any fiscal year, such excess may be computed as a prepayment of any income tax excess over the Minimum
Presumed Income Tax that may arise in the next ten fiscal years.
Under the tax laws of Argentina, the subsidiaries of the Company in that
country are subject to taxes levied on gross revenues. Rates differ depending on the jurisdiction where revenues are earned for tax purposes. Average rates were approximately 5.0% for the year ended December 31, 2017 (5.0% for both 2016 and
2015, respectively). As a result of the tax reform voted by the Argentinean Parliament in December 2017, this rate will be reduced as of January 2018, from 5.0% to 3.0%.
There are two possible options to determine the income tax liability of Paraguayan companies. Under the first option income tax liabilities
for the current and prior periods are measured at the amount expected to be paid to the taxation authorities, by applying the tax rate of 10% on the fiscal profit and loss. 50% of revenues derived from international freights are considered
Paraguayan sourced (and therefore taxed) if carried between Paraguay and Argentina, Bolivia, Brazil or Uruguay. Alternatively, only 30% of revenues derived from international freights are considered Paraguayan sourced. Companies whose operations are
considered international freights can choose to pay income taxes on their revenues at an effective tax rate of 1% on such revenues, without considering any other kind of adjustments. Fiscal losses, if any, are neither deducted nor carried forward.
The corporate income tax rate in Brazil and Paraguay is 34% and 10%, respectively, for the year ended December 31, 2017.
The Companys deferred taxes as of December 31, 2017 and 2016, relate primarily to deferred tax liabilities on acquired intangible
assets recognized in connection with Navios Logistics.
F-61
NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
As of January 1, 2007, the Company adopted the provisions of FASB for Accounting for
Uncertainty in Income Taxes. This guidance requires application of a more likely than not threshold to the recognition and derecognition of uncertain tax positions. This guidance permits the Company to recognize the amount of tax benefit that has a
greater that 50% likelihood of being ultimately realized upon settlement. It further requires that a change in judgment related to the expected ultimate resolution of uncertain tax positions be recognized in earnings in the quarter of such change.
Kleimars open tax years are 2014 and onwards. Argentinean companies have open tax years ranging from 2010 and onwards and Paraguayan and Brazilian companies have open tax years ranging from 2011 and onwards. In relation to these open tax
years, the Company believes that there are no material uncertain tax positions.
NOTE 21: OTHER INCOME OTHER EXPENSE
During the years ended December 31, 2017, 2016 and 2015, taxes other-than-income taxes of Navios Logistics amounted to $9,018, $9,740, and
$11,976, respectively, and were included in the statements of comprehensive (loss)/income within the caption Other expense.
In March 2016, the Company agreed with a charterer for the early redelivery of one of its vessels in exchange for $13,000 in cash and
settlement of outstanding claims payable to the charterer amounting to $1,871. The total amount of $14,871 was included in the statement of comprehensive (loss)/income within the caption Other income.
NOTE 22: SUBSEQUENT EVENTS
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a)
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In January 2018, Navios Holdings agreed to
charter-in,
under two
ten-year
bareboat contracts, from an unrelated third party two newbuilding
bulk carriers of about 82,000 dwt per vessel, expected to be delivered in the fourth quarter of 2019 and the first quarter of 2020 respectively. Navios Holdings has agreed to pay in total $11,140, representing a deposit for the option to acquire
these vessels, of which $5,570 was paid upon signing of the contracts. The average
charter-in
rate per day amounts to $5,700 and $5,564 respectively.
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b)
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In February 2018, Navios Holdings acquired from an unrelated third party, a previously
chartered-in
vessel, Navios Equator Prosper, a 2000 built, 171,191 dwt vessel, for a total
acquisition price of $10,000 which was paid in cash.
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c)
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On February 21, 2018, Navios Partners announced that it has closed an offering of 18,422,000 common units which includes the sale of $5,000 of common units to Navios Holdings, at $1.90 per common unit. In addition,
Navios Holdings paid $714 to retain its 2% general partnership interest. Following the closing of this offering, Navios Holdings owns a 20.2% interest in Navios Partners, including the 2% general partnership interest.
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d)
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In March 2018, Navios Holdings completed the sale to an unrelated third party the Navios Herakles, a 2000 built, 52,061 dwt vessel, for a total net sale price of $7,682 paid in cash. The impairment loss due to the sale
amounted to $6,715.
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d)
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On March 13, 2018, Navios Containers announced that it has closed a private placement of 5,454,546 common shares at a subscription price of $5.50 per common share. Navios Holdings invested $500 in the private
placement and currently owns 3.2% of the outstanding share capital of Navios Containers. In addition, Navios Holdings received warrants, with a five-year term, for 1.7% of the newly issued equity.
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F-62