UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

Dated: December 13, 2019

Commission File No. 001-33311

NAVIOS MARITIME HOLDINGS INC.

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):

Yes  ☐             No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7):

Yes  ☐             No  ☒

The information contained in this Report on Form 6-K (this “Report”) is incorporated by reference into the Registration Statements on Form S-8, File No. 333-147186, 333-202141 and 333-222002, and the related prospectuses.

Operating and Financial Review and Prospects

The following is a discussion of the financial condition and results of operations of Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”) for the three and nine month periods ended September 30, 2019 and 2018. Navios Holdings’ financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). You should read this section together with the consolidated financial statements and the accompanying notes included in Navios Holdings’ Annual Report on Form 20-F for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) and the condensed consolidated financial statements and the accompanying notes included elsewhere in this Report.

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements herein other than statements of historical fact, including statements regarding business and industry prospects or future results of operations or financial position should be considered forward-looking. These forward looking statements are based on Navios Holdings’ current expectations and observations. Factors that could cause actual results to differ materially include, but are not limited to uncertainty relating to global trade, including prices of seaborne commodities and continuing issues related to seaborne volume and ton miles, our continued ability to enter into long-term time charters, our ability to maximize the use of our vessels, expected demand in the dry cargo shipping sector in general and the demand for our Panamax, Capesize and Ultra Handymax vessels in particular, fluctuations in charter rates for dry cargo carriers vessels, the aging of our fleet and resultant increases in operations costs, the loss of any customer or charter or vessel, the financial condition of our customers, changes in the availability and costs of funding due to conditions in the bank market, capital markets and other factors, increases in costs and expenses, including but not limited to: crew wages, insurance, provisions, port expenses, lube oil, bunkers, repairs, maintenance, and general and administrative expenses, the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business, general domestic and international political conditions, competitive factors in the market in which Navios Holdings operates, the value of our publicly traded subsidiaries and risks associated with operations outside the United States. Other factors that could cause our actual results to differ from our current expectations and observations include, but are not limited to, those discussed under Part I, Item 3D — Risk Factors in Navios Holdings’ Annual Report on Form 20-F for the year ended December 31, 2018. All forward-looking statements made in this Report speak only as of the date of this document. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Recent Developments

Sale of Management

In August 2019, Navios Holdings sold its ship management division and certain general partnership interests (the “Transaction”) to N Shipmanagement Acquisition Corp. and related entities (“NSM”), affiliated with Company’s Chairman and Chief Executive Officer. The Company received aggregate consideration of $20.0 million (including assumption of liabilities) and five-year service agreements under which NSM provides technical and commercial management services at a fixed rate of $3,700 per day per vessel for a two-year period which will increase thereafter by 3% annually and administrative services, reimbursed at allocable cost. After the Transaction, the Company owns dry bulk vessels and various investments in maritime and infrastructure assets.

The Company entered into a secured loan agreement with NSM, whereby the Company agreed to repay NSM $141.8 million (including post-closing adjustment) over a five-year period for the net amount of liabilities assumed by NSM in the Transaction (Refer to “Related Party Transactions”).

Agreement to Liquidate Navios Europe Inc.

As of September 30, 2019, Navios Holdings had a receivable of $13.1 million from Navios Europe Inc. (“Navios Europe I”). On November 22, 2019, an agreement was reached to liquidate Navios Europe I. As a result of this liquidation, it is expected that Navios Holdings will receive the then outstanding receivable amount, net of costs, in December 2019.

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Fleet Update

In November 2019, Navios Holdings took delivery of the Navios Uranus, a bareboat chartered-in, 81,821 dwt newbuilding bulk carrier.

In November 2019, the Company agreed to acquire Dream Canary, a 2015-built, 180,528 dwt chartered-in vessel for an estimated purchase price of $35.0 million. The acquisition is expected in the first quarter of 2020 and will be financed through a sale and leaseback transaction with unrelated third party.

In October 2019, the Company agreed to sell to an unrelated third party the Navios Hios, a 2003-built Ultra Handymax vessel of 55,180 dwt, for a total net sale price of $7.5 million. The vessel is expected to be delivered to the buyers in the first quarter of 2020. The loss due to sale is expected to be approximately $7.4 million.

Navios South American Logistics Inc. (“Navios Logistics”)

During the third quarter of 2019, Navios Logistics agreed to the terms of a shipbuilding contract for the construction of six liquid barges for a total consideration of $15.8 million. Pursuant to this agreement, the Company has secured the availability of credit for up to 75% of the purchase price, and up to a five year repayment period starting from the delivery of each vessel. The barges are expected to be delivered starting from the third quarter of 2020 through the fourth quarter of 2020. The six barges and two push boats of Navios Logistics’ existing fleet have been chartered-out in a five-year contract to a major regional counterparty for $23,400 per day, plus crew costs.

Overview

General

Navios Holdings is a global seaborne shipping and logistics company focused on the transport and transshipment of dry bulk commodities, including iron ore, coal and grain. Following the sale of management division effected on August 30, 2019, Navios Holdings’ owned fleet is commercially and technically managed by NSM (Refer to “Related Party Transactions”).

Navios Logistics

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 September 30, 2019, Navios Holdings owned 63.8% of Navios Logistics.

Navios Containers

Navios Maritime Containers L.P. (“Navios Containers”) (NASDAQ: NMCI), a consolidated subsidiary of the Company since November 30, 2018 (date of obtaining control) through August 30, 2019 (date of loss of control) is a growth-oriented international owner and operator of containerships. Navios Containers was formed in April 2017 to take advantage of acquisition and chartering opportunities in the container shipping sector. Following the sale of Navios Containers’ general partnership interest effected on August 30, 2019, referred to in Note 3 included elsewhere in this Report, Navios Holdings lost control and deconsolidated Navios Containers from that date onwards. As a result, from August 30, 2019, Navios Containers is not a controlled subsidiary of the Company and the investment in Navios Containers is accounted for under the equity method due to Navios Holdings’ significant influence over Navios Containers. As of September 30, 2019, Navios Holdings had a 3.7% ownership interest in Navios Containers.

Affiliates (not consolidated under Navios Holdings)

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. In January 2019, the Board of Directors of Navios Partners authorized a common unit repurchase program for up to $50.0 million of Navios Partners’ common units over a two year period. As of September 30, 2019, Navios Partners had repurchased 312,952 common units. As of September 30, 2019 and following the sale of Navios Partners’ general partnership interest (see also Note 3 included elsewhere in this Report), Navios Holdings owned an 18.5% interest in Navios Partners.

Navios Maritime Acquisition Corporation (“Navios Acquisition”) (NYSE: NNA), an affiliate (former subsidiary) of the Company, is an owner and operator of tanker vessels focusing on the transportation of petroleum products (clean and dirty) and bulk liquid chemicals. As of September 30, 2019, Navios Holdings’ ownership of the outstanding voting stock of Navios Acquisition was 35.4% and its economic interest was 36.0%. Following the completion of Navios Acquisition’s equity offering in October 2019, Navios Holdings’ ownership of the outstanding voting stock of Navios Acquisition is 31.2% and its economic interest is 31.6%.

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Navios Europe I is engaged in the marine transportation industry through the ownership of five tanker and five container vessels. Navios Holdings, Navios Acquisition and Navios Partners have voting interests of 50%, 50% and 0%, respectively, and 47.5%, 47.5% and 5% economic interests, respectively, in Navios Europe I.

Navios Europe (II) Inc. (“Navios Europe II”) is engaged in the marine transportation industry through the ownership of seven dry bulk and seven container vessels. Navios Holdings, Navios Acquisition and Navios Partners have voting interests of 50%, 50% and 0%, respectively, and 47.5%, 47.5% and 5% economic interests, respectively, in Navios Europe II.

Fleet

The following is the current Navios Holdings’ “core fleet” employment profile (excluding Navios Logistics). The current “core fleet” consists of 56 vessels totaling 6.0 million deadweight tons and has an average age of 7.7 years, basis fully delivered fleet. The employment profile of the fleet as of December 10, 2019, is reflected in the tables below. Navios Holdings has currently chartered-out 99.3% of available days for the remaining three months of 2019. Of these available days, 89.5% are chartered-out on fixed rate and 9.8% are chartered-out on index. Although the fees as presented below are based on contractual charter rates, any contract is subject to performance by the counterparties and us. Additionally, the level of these fees would decrease depending on the vessels’ off-hire days to perform periodic maintenance.

Owned Fleet. Navios Holdings owns a fleet comprised of six Ultra Handymax vessels, 12 Capesize vessels, 11 Panamax vessels and one Handysize vessel.

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Long-Term Fleet. In addition to the 30 owned vessels, Navios Holdings controls a fleet of six Capesize, 17 Panamax, two Ultra Handymax, and one Handysize vessels under long-term charter-in contracts, which have an average age of approximately 3.8 years, basis fully delivered fleet. The average daily charter-in rate for the active long-term charter-in vessels (excluding vessels which are utilized to fulfill COAs) for the remaining three months of 2019 is $13,858. We estimate the days of the long-term charter-in vessels (excluding vessels which are utilized to fulfill COAs) for the remaining three months of 2019 are 1,872 days.

Long-term Chartered-in Vessels

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Long-term Bareboat Vessels

Bareboat-in Fleet to be delivered

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Many of Navios Holdings’ current long-term chartered-in vessels are chartered from ship owners with whom Navios Holdings has long-standing relationships. Navios Holdings pays these ship owners daily rates of hire for such vessels, and then charters out these vessels to other parties, who pay Navios Holdings a daily rate of hire. Navios Holdings also enters into COAs pursuant to which Navios Holdings has agreed to carry cargoes, typically for industrial customers, who export or import dry bulk cargoes. Further, Navios Holdings enters into spot market voyage contracts, where Navios Holdings is paid a rate per ton to carry a specified cargo from point A to point B.

Short-Term Fleet. Navios Holdings’ short-term fleet is comprised of Capesize, Panamax and Ultra Handymax vessels chartered-in for durations of less than 12 months. The number of short-term vessels varies from time to time. These vessels are not included in the “core fleet” of the Company.

Charter Policy and Industry Outlook

Navios Holdings’ policy has been to take a portfolio approach to managing operating risks. This policy may lead Navios Holdings to time charter-out many of the vessels that it is operating (i.e., vessels owned by Navios Holdings or which Navios Holdings has taken into its fleet under charters having a duration of more than 12 months) for long-term periods at fixed or floating rates to various shipping industry counterparties considered by Navios Holdings to have appropriate credit profiles. By doing this, Navios Holdings aims to lock in, subject to credit and operating risks, favorable forward revenue and cash flows, which it believes, will cushion it against unfavorable market conditions, when the Company deems necessary. In addition, Navios Holdings trades additional vessels taken in on shorter term charters of less than 12 months duration as well as voyage charters or COAs.

Generally, this chartering policy may have the effect of generating Time Charter Equivalents (“TCE”) that are higher than spot employment. The average daily charter-in vessel cost for the Navios Holdings long-term charter-in fleet (excluding vessels, which are utilized to serve voyage charters or COAs) was $13,612 per day for the nine month period ended September 30, 2019. The average long-term charter-in hire rate per vessel was included in the amount of long-term hire included elsewhere in this Report and was computed by (a) multiplying (i) the daily charter-in rate for each vessel by (ii) the number of days each vessel is in operation for the year; (b) summing those individual multiplications; and (c) dividing such total by the total number of charter-in vessel days for the year. Furthermore, Navios Holdings has the ability to increase its owned fleet through purchase options exercisable in the future at favorable prices relative to the then-current market. Navios Holdings holds 21 purchase options, including the purchase options of the vessels under bareboat contracts, expected to be delivered through 2020 and the purchase option of the Dream Canary which was exercised with delivery expected during the first quarter of 2020.

Navios Holdings believes that a decrease in global commodity demand, due to recessions, trade wars or other causes, from its current level, and the delivery of dry bulk carrier new buildings into the world fleet, could have an adverse impact on future revenue and profitability. A reduced freight rate environment also has an adverse impact on the value of Navios Holdings’ owned fleet. In reaction to a decline in freight rates, available ship financing can also be negatively impacted.

Navios Logistics owns and operates vessels, barges and pushboats located mainly in Argentina, the largest independent bulk transfer and storage port facility in Uruguay, an upriver liquid port facility located in Paraguay and is developing an up river multipurpose port in Brazil. Operating results for Navios Logistics are highly correlated to: (i) South American grain production and export, in particular Argentinean, Brazilian, Paraguayan, Uruguayan and Bolivian production and export; (ii) South American iron ore production and export, mainly from Brazil; and (iii) sales (and logistic services) of petroleum products in the Argentine and Paraguayan markets. Navios Holdings believes that the continuing development of these businesses will foster throughput growth and therefore increase revenues at Navios Logistics. Should this development be delayed, grain harvests be reduced, or the market experience an overall decrease in the demand for grain or iron ore, the operations in Navios Logistics could be adversely affected.

Factors Affecting Navios Holdings’ Results of Operations

Navios Holdings believes the principal factors that will affect its future results of operations are the economic, regulatory, political and governmental conditions that affect the shipping industry generally and that affect conditions in countries and markets in which its vessels engage in business. Please read “Risk Factors” included in Navios Holdings’ Annual Report on Form 20-F for the year ended December 31, 2018 filed with the SEC for a discussion of certain risks inherent in its business.

Navios Holdings actively manages the risk in its operations by: (i) operating the vessels in its fleet in accordance with all applicable international standards of safety and technical ship management; (ii) enhancing vessel utilization and profitability through an appropriate mix of long-term charters complemented by spot charters (time charters for short-term employment) and COAs; (iii) monitoring the financial impact of corporate exposure from both physical and FFAs transactions; (iv) monitoring market and counterparty credit risk limits; (v) adhering to risk management and operation policies and procedures; and (vi) requiring counterparty credit approvals.

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Navios Holdings believes that important measures for analyzing trends in its results of operations include the following:

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Voyage and Time Charter

Revenues are driven primarily by the number and type of vessels in the fleet, the number of days during which such vessels operate and the amount of daily charter hire rates that the vessels earn under charters, which, in turn, are affected by a number of factors, including:

Time charters are available for varying periods, ranging from a single trip (spot charter) to a long-term period which may be many years. Under a time charter, owners assume no risk for finding business and obtaining and paying for fuel or other expenses related to the voyage, such as port entry fees. In general, a long-term time charter assures the vessel owner of a consistent stream of revenue. Operating the vessel in the spot market affords the owner greater spot market opportunity, which may result in high rates when vessels are in high demand or low rates when vessel availability exceeds demand. Vessel charter rates are affected by world economics, international events, weather conditions, labor strikes, governmental policies, supply and demand, and many other factors that might be beyond the control of management.

Consistent with industry practice, Navios Holdings uses TCE rates as a method of analyzing fluctuations between financial periods and as a method of equating revenue generated from a voyage charter to time charter revenue.

TCE rate also serves as an industry standard for measuring revenue and comparing results between geographical regions and among competitors.

The cost to maintain and operate a vessel increases with the age of the vessel. Older vessels are less fuel efficient, cost more to insure and require upgrades from time to time to comply with new regulations. The average age of Navios Holdings’ owned fleet is 10.9 years, excluding vessels agreed to be sold. As Navios Holdings’ fleet ages or if Navios Holdings expands its fleet by acquiring previously owned and older vessels, the cost per vessel would be expected to rise and, assuming all else, including rates, remains constant, vessel profitability would be expected to decrease.

Statement of Operations Breakdown by Segment

Navios Holdings reports financial information and evaluates its operations by charter revenues and not by vessel type, length of ship employment, customers or type of charter. Navios Holdings does not use discrete financial information to evaluate the operating results for each such type of charter. Although revenue can be identified for each type of charter, management does not identify expenses, profitability or other financial information on a charter-by-charter or type of charter basis. The reportable segments reflect the internal organization of the Company and are strategic businesses that offer different products and services. The Company currently has two reportable segments: Dry Bulk Vessel Operations and the Logistics Business, following the reclassification of the results of Navios Containers as discontinued operations (see also Note 3 included elsewhere in this Report). The Containers Business became a reportable segment, as a result of the consolidation of Navios Containers since November 30, 2018 (date of obtaining control). The Dry Bulk Vessel Operations segment consists of the transportation and handling of bulk cargoes through the ownership, operation, and trading of vessels and freight. The Logistics Business segment consists of port terminal business, barge business and cabotage business in the Hidrovia region of South America. Navios Holdings measures segment performance based on net income attributable to Navios Holdings’ common stockholders.

For further segment information, please see Note 12 to the Condensed Consolidated Financial Statements included elsewhere in this Report.

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Period over Period Comparisons

For the Three Month Period Ended September 30, 2019 Compared to the Three Month Period Ended September 30, 2018

The following table presents consolidated revenue and expense information for the three month periods ended September 30, 2019 and 2018, respectively. This information was derived from the unaudited condensed consolidated statement of comprehensive (loss)/income of Navios Holdings for the respective periods. Navios Containers was consolidated since November 30, 2018, as such no comparative figures are presented for the Containers Business. Following the sale of Navios Containers’ general partnership interest effected on August 30, 2019, Navios Holdings deconsolidated Navios Containers from that date onwards. The results of operations of Navios Containers for the period consolidated under Navios Holdings have been reported as discontinued operations for all periods presented.

Set forth below are selected historical and statistical data for the Dry Bulk Vessel Operations segment for each of the three month periods ended September 30, 2019 and 2018 that the Company believes may be useful in better understanding the Company’s financial position and results of operations.

During the three month period ended September 30, 2019, there were 1,087 fewer available days as compared to the same period during 2018 due to (i) a net decrease in available days of owned vessels by 534 days following the sale of six and four of the Company’s vessels in 2019 and 2018, respectively, partially mitigated by the acquisition of one vessel both in the third quarter of 2019 and 2018; and (ii) a decrease in long-term charter-in fleet available days by 553 days.

The average TCE rate for the three month period ended September 30, 2019 was $15,534 per day, which was 9.3% or $1,324 per day higher than the rate achieved in the same period during 2018. This was primarily due to the decrease in net available days of the fleet, as well as the improved freight and time charter market.

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Revenue: Revenue from Dry Bulk Vessel Operations for the three month period ended September 30, 2019 decreased by $8.1 million, or 9.5%, to $77.5 million, as compared to $85.6 million for the same period during 2018. The decrease in dry bulk revenue was mainly attributable to a decrease in available days by 18.5%, due to the vessels sold and certain charter-in vessels that were redelivered, partially mitigated by an increase in TCE per day by 9.3% to $15,534 per day in the three month period ended September 30, 2019 as compared to $14,210 per day in the same period in 2018.

Revenue from the logistics business was $64.1 million for the three month period ended September 30, 2019 as compared to $55.9 million for the same period in 2018. The increase was mainly attributable to (i) a $8.0 million increase in revenue from the port terminal business mainly due to higher volumes transshipped in the grain port terminal; (ii) a $3.6 million increase in revenue from the barge business mainly due to higher volumes of liquid cargo transported; and (iii) a $1.6 million increase in revenue from the cabotage business mainly due to more operating days of the cabotage fleet. The overall increase was partially mitigated by a $5.0 million decrease in sales of products mainly due to a decrease in the Paraguayan liquid port’s volumes of products sold.

Administrative Service fee from Affiliates: Administrative fee revenue from affiliates decreased by $3.2 million, or 43.2%, to $4.2 million for the three month period ended September 30, 2019, as compared to $7.4 million for the same period in 2018. See the general and administrative expenses discussion below.

Time Charter, Voyage and Logistics Business Expenses: Time charter, voyage and logistics business expenses decreased by $4.1 million, or 8.2%, to $45.9 million for the three month period ended September 30, 2019, as compared to $50.0 million for the three month period ended September 30, 2018.

Time charter and voyage expenses from Dry Bulk Vessel Operations decreased by $3.5 million, or 9.7%, to $32.6 million for the three month period ended September 30, 2019, as compared to $36.1 million for the three month period ended September 30, 2018. This was primarily due to (i) a decrease in charter-in and other voyage expenses by $4.5 million; and (ii) a decrease in port expenses by $0.1 million. This decrease was partially mitigated by an increase in off hire and fuel expenses by $1.1 million.

Of the total expenses for the three month periods ended September 30, 2019 and 2018, $13.3 million and $13.9 million, respectively, were related to Navios Logistics. The decrease of $0.6 million in time charter, voyage and logistics business expenses related to Navios Logistics was mainly attributable to a decrease in the Paraguayan liquid port terminal’s volumes of products sold. This decrease was partially mitigated by (i) an increase in time charter and voyage expenses of the barge business mainly due to higher volumes of liquid cargo transshipped; and (ii) an increase in port terminal expenses mainly due to higher volumes transshipped in the grain and iron ore port terminals.

Direct Vessel Expenses: Direct vessel expenses increased by $2.1 million, or 8.4%, to $27.1 million for the three month period ended September 30, 2019, as compared to $25.0 million for the three month period ended September 30, 2018. Direct vessel expenses include crew costs, provisions, deck and engine stores, lubricating oils, insurance premiums and costs for maintenance and repairs.

As of August 30, 2019, following the sale of management division, NSM provides management services to the Company at a fixed rate of $3,700 per day per vessel. Total management fees for the period from August 30, 2019 to September 30, 2019 amounted to $3.7 million.

Direct vessel expenses from Dry Bulk Operations increased by $2.2 million, or 19.8%, to $13.3 million for the three month period ended September 30, 2019, as compared to $11.1 million for the three month period ended September 30, 2018. This increase was mainly attributable to an increase in sundry general expenses mainly due to the management fees discussed above. This overall increase was partially mitigated by (i) the sale of six and four of the Company’s vessels in 2019 and 2018, respectivelly; (ii) a decrease in crew costs; (iii) a decrease in store and provision expenses; (iv) a decrease in lubricants and chemical expenses; and (v) a decrease in spare expenses.

Of the total amounts for the three month periods ended September 30, 2019 and 2018, $13.8 million and $13.9 million, respectively, were related to Navios Logistics. The decrease of $0.1 million in direct vessel expenses related to Navios Logistics was mainly attributable to a $0.1 million decrease in the cabotage business mainly due to a decrease in crew cost.

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General and Administrative Expenses Incurred on Behalf of Affiliates: General and administrative expenses incurred on behalf of affiliates decreased by $3.2 million, or 43.2%, to $4.2 million for the three month period ended September 30, 2019, as compared to $7.4 million for the same period in 2018. See the general and administrative expenses discussion below.

General and Administrative Expenses: General and administrative expenses of Navios Holdings are comprised of the following:

As of August 30, 2019, following the Transaction, NSM provides administrative services to the Company reimbursed at allocable cost. For the period from August 30, 2019 to September 30, 2019, general and administrative expenses, under the Administrative Services Agreement, amounted to $0.7 million.

The increase in general and administrative expenses by $3.8 million, or 58.5%, to $10.3 million for the three month period ended September 30, 2019, as compared to $6.5 million the three month period ended September 30, 2018, was mainly attributable to (i) a $2.5 million increase in general and administrative expenses from Dry Bulk Vessel Operations and (ii) a $1.3 million increase in general and administrative expenses in the Logistics Business.

Depreciation and Amortization: For the three month period ended September 30, 2019, depreciation and amortization decreased by $4.5 million to $20.1 million as compared to $24.6 million for the three month period ended September 30, 2018.

Depreciation expenses related to Dry Bulk Vessel Operations decreased by $4.8 million, or 28.9%, to $11.8 million for the three month period ended September 30, 2019, as compared to $16.6 million for the three month period ended September 30, 2018. This decrease was primarily due to (i) the sale of six and four of the Company’s vessels for the three month periods ended 2019 and 2018, respectively, and (ii) the impairment loss recognized in the fourth quarter of 2018 for four of the Company’s vessels; partially mitigated by the acquisition of one vessel both in the third quarter of 2019 and 2018. Amortization expenses related to dry bulk operations remained stable at $0.7 million for each of the three month periods ended September 30, 2019 and 2018.

Of the total amount of depreciation and amortization for the three month period ended September 30, 2019 and 2018, $7.5 million and $7.3 million, respectively, related to Navios Logistics. The increase of $0.2 million in depreciation and amortization of the Logistics Business was mainly due to a $0.2 million increase in the cabotage business.

Interest Expense and Finance Cost, Net: Interest expense and finance cost, net decreased by $2.7 million, or 8.3%, to $30.0 million for the three month period ended September 30, 2019, as compared to $32.7 million in the same period in 2018. This decrease was mainly due to (i) a $0.9 million decrease in interest expense and finance cost, net of Dry Bulk Vessel Operations, mainly attributable to the full repayment of one of the Company’s secured credit facilities and the repurchase of 2022 Notes (as defined herein); (ii) a $0.8 million increase in interest income of the Dry Bulk Vessel Operations, mainly due to higher interest income from loans provided to Navios Europe I and Navios Europe II and the amortization of the premium from the transfer in March 2017 of Navios Holdings’ participation in the Navios Revolving Loans I (as defined herein) to Navios Partners; and (iii) a $1.0 million decrease in interest expense and finance cost, net of the Logistics Business.

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Impairment Loss/Loss on Sale of Vessels, Net: During the three month period ended September 30, 2019, the Company recognized an impairment loss/loss on sale of vessels of $1.7 million relating to the sale of Navios Primavera (see also Note 4 included elsewhere in this Report). During the three month period ended September 30, 2018, the Company recognized an impairment loss of $2.8 million relating to the sale of Navios Mars and Navios Sphera.

Gain on Bond Extinguishment: During the three month period ended September 30, 2019, the Company repurchased $37.0 million in par value of its 2022 Notes for a cash consideration of $24.3 million resulting in a total gain on bond extinguishment of $12.4 million, net of deferred fees written-off. During the three month period ended September 30, 2018, the Company repurchased $35.7 million of its 2022 Notes for a cash consideration of $28.8 million resulting in a gain on bond extinguishment of $6.5 million, net of deferred fees written-off.

Gain on Sale of Business: During the three month period ended September 30, 2019, the Company recognized a $9.8 million gain on sale of business as a result of the Transaction (see also Note 3 included elsewhere in this Report).

Loss on Loss of Control: During the three month period ended September 30, 2019, the Company recognized a $61.7 million loss on loss of control of Navios Containers (see also Note 3 included elsewhere in this Report).

Other Income/(Expense), Net: Other income, net increased by $8.8 million, to $6.9 million net income for the three month period ended September 30, 2019, as compared to $1.9 million net expense for the same period in 2018. This increase was due to a $8.9 million increase in other income, net of Dry Bulk Vessel Operations. This increase was partially mitigated by a $0.1 million increase in other expense, net of the Logistics Business for the three month period ended September 30, 2019.

The increase in other income, net of Dry Bulk Vessel Operations was mainly due to (i) a $13.3 million increase in miscellaneous other income, net including income related to extraordinary fees and costs related to regulatory requirements under management agreements; and (ii) a $0.3 million decrease in miscellaneous voyage expenses. This increase was partially mitigated by a $4.7 million increase in miscellaneous expenses.

The increase in other expense, net of the Logistics Business was mainly due to (i) a $ $0.9 million increase in other expense, net in the cabotage business mainly due to higher income recorded during the three month period ended September 30, 2018, from the compensation for the late delivery of a product tanker vessel; and (ii) a $0.2 million increase in other expense, net in the port terminal business. The overall increase was partially mitigated by a $1.0 million decrease in other expense, net in the barge business mainly due to income recorded from insurance claims

Equity in Net Losses of Affiliated Companies: Equity in net losses of affiliated companies increased by $3.2 million, or 76.2%, to $7.4 million for the three month period ended September 30, 2019, as compared to $4.2 million for the same period in 2018, mainly due to (i) a $4.4 million decrease in equity method income from Navios Acquisition; and (ii) a $0.1 million decrease in equity method income from Navios Containers. The overall increase was partially mitigated by (i) a $1.2 million increase in equity method income from Navios Partners; and (ii) a $0.1 million increase in equity method income from Navios Europe II.

Income Tax (Expense)/Benefit: Income tax benefit for the three month period ended September 30, 2019 decreased by $0.7 million to a $0.3 million expense for the three month period ended September 30, 2019, as compared to a $0.4 million benefit for the same period in 2018. The change in income tax was mainly attributable to Navios Logistics due to an increase in income tax expense of the cabotage business.

Net Loss from Discontinued Operations: Net loss from discontinued operations was $0.8 million attributable to the net loss of Navios Containers, for the period from July 1, 2019 to August 30, 2019.

Net Income Attributable to the Noncontrolling Interest: Net income attributable to the noncontrolling interest increased by $2.0 million to $4.4 million for the three month period ended September 30, 2019, as compared to $2.4 million for the same period in 2018. This increase was mainly attributable to a $2.8 million increase in net income of the Logistics Business for the three month period ended September 30, 2019, as compared to the same period in 2018, partially mitigated by a $0.8 million loss of the Containers Business until August 30, 2019 (date of deconsolidation).

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For the Nine Month Period Ended September 30, 2019 Compared to the Nine Month Period Ended September 30, 2018

The following table presents consolidated revenue and expense information for the nine month periods ended September 30, 2019 and 2018. This information was derived from the unaudited condensed consolidated revenue and expense accounts of Navios Holdings for the respective periods.

Set forth below are selected historical and statistical data for the Dry Bulk Vessel Operations segment for each of the nine month periods ended September 30, 2019 and 2018 that the Company believes may be useful in better understanding the Company’s financial position and results of operations.

During the nine month period ended September 30, 2019, there were 2,120 fewer available days as compared to the same period in 2018, due to (i) a decrease in available days for owned vessels by 1,067 days following the sale of six and five of the Company’s vessels in 2019 and 2018, respectively, partially mitigated by the acquisition of one and two vessels in 2019 and 2018; respectively, and (ii) a decrease in long-term charter-in fleet available days by 1,053 days.

The average TCE rate for the nine month period ended September 30, 2019 was $11,784 per day, $584 per day lower than the rate achieved in the same period in 2018. This was primarily due to the decrease in net available days of the fleet.

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Revenue: Revenue from dry bulk vessel operations for the nine month period ended September 30, 2019 decreased by $39.0 million, or 17.6%, to $183.1 million, as compared to $222.1 million for the same period in 2018. The decrease in dry bulk revenue was mainly attributable to: (i) a decrease in available days by 12.3%, due to the vessels sold and certain charter-in vessels that were redelivered; and (ii) a decrease in TCE per day by 4.7% to $11,784 per day in the nine month period ended September 30, 2019 as compared to $12,368 per day in the same period in 2018.

Revenue from the logistics business was $180.5 million for the nine month period ended September 30, 2019 as compared to $168.3 million for the same period in 2018. The increase was mainly attributable to (i) a $11.4 million increase in revenue from the port terminal business mainly due to higher volumes transshipped in the grain port terminal; (ii) a $9.5 million increase in revenue from the barge business mainly due to higher volumes of liquid and dry cargo transported, and (iii) a $5.8 million increase in revenue from the cabotage business mainly due to more operating days of the cabotage fleet. The overall increase was partially mitigated by a $14.5 million decrease in sales of products mainly due to a decrease in the Paraguayan liquid port’s volumes of products sold.

Administrative Fee Revenue From Affiliates: Administrative fee revenue from affiliates decreased by $4.5 million, or 20.9%, to $17.0 million for the nine month period ended September 30, 2019, as compared to $21.5 million for the same period in 2018. See the General and Administrative Expenses discussion below.

Time Charter, Voyage and Logistics Business Expenses: Time charter, voyage and logistics business expenses decreased by $17.7 million, or 11.4%, to $137.7 million for the nine month period ended September 30, 2019, as compared to $155.4 million for the nine month period ended September 30, 2018.

The time charter and voyage expenses from dry bulk operations decreased by $12.3 million, or 11.4%, to $95.2 million for the nine month period ended September 30, 2019, as compared to $107.5 million for the nine month period ended September 30, 2018. This decrease was mainly attributable to (i) a decrease in charter-in and other voyage expenses by $7.5 million; (ii) a decrease in port expenses by $3.4 million; and (iii) a decrease in off hire and fuel expenses by $1.4 million.

Of the total amounts of time charter, voyage and logistics business expenses for the nine month periods ended September 30, 2019 and 2018, $42.5 million and $47.9 million, respectively, were related to Navios Logistics. The decrease in time charter, voyage and logistics business expenses was mainly due to a decrease in cost of products sold mainly due to a decrease in the Paraguayan liquid port’s volume of products sold. The overall decrease was partially mitigated by (i) an increase in time charter and voyage expenses of the barge business mainly due to higher volumes of liquid and dry cargo transported; (ii) an increase in time charter and voyage expenses of the cabotage business mainly due to more spot voyages performed; and (iii) an increase in time charter and voyage expenses of the port terminal business, mainly due to higher volumes transshipped in the grain port terminal.

Direct Vessel Expenses: Direct vessel expenses increased by $2.6 million, or 3.5%, to $76.4 million for the nine month period ended September 30, 2019, as compared to $73.8 million for the same period in 2018. Direct vessel expenses include crew costs, provisions, deck and engine stores, lubricating oils, insurance premiums and costs for maintenance and repairs.

As of August 30, 2019, following the sale of management division, NSM provides management services to the Company at a fixed rate of $3,700 per day per vessel. Total management fees for the period from August 30, 2019 to September 30, 2019 amounted to $3.7 million.

Direct vessel expenses from dry bulk operations increased by $4.8 million, or 15.7%, to $35.3 million for the nine month period ended September 30, 2019, as compared to $30.5 million for the nine month period ended September 30, 2018. This increase was mainly attributable to (i) an increase in sundry general expenses mainly due to the management fees discussed above; (ii) an increase in repairs; (iii) an increase in store and provision expenses; (iv) an increase in lubricants and chemical expenses; and (v) the acquisition of one vessel. This overall increase was partially mitigated by (i) the sale of six and five of the Company’s vessels in 2019 and 2018, respectively; (ii) a decrease in spare expenses; and (iii) a decrease in crew costs.

Of the total amounts of direct vessel expenses for the nine month periods ended September 30, 2019 and 2018, $41.1 million and $43.3 million, respectively, related to Navios Logistics. The decrease of $2.2 million in direct vessel expenses related to Navios Logistics was mainly attributable to a $3.0 million decrease in the barge business mainly due to lower crew costs. The overall decrease was partially mitigated by a $0.8 million increase in the cabotage business, mainly due to increase in operating days.

General and Administrative Expenses Incurred on Behalf of Affiliates: General and administrative expenses incurred on behalf of affiliates decreased by $4.5 million, or 20.9%, to $17.0 million for the nine month period ended September 30, 2019, as compared to $21.5 million for the same period in 2018. See the General and Administrative Expenses discussion below.

General and Administrative Expenses: General and administrative expenses of Navios Holdings comprise of the following:

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As of August 30, 2019, following the Transaction, NSM provides administrative services to the Company reimbursed at allocable cost. For the period from August 30, 2019 to September 30, 2019, general and administrative expenses, under the Administrative Services Agreement, amounted to $0.7 million.

The increase in general and administrative expenses by $3.9 million, or 17.9%, to $25.7 million for the nine month period ended September 30, 2019, as compared to $21.8 million for the nine month period ended September 30, 2018, was mainly attributable to (i) a $2.4 million increase in general and administrative expenses from Dry Bulk Vessel Operations; and (ii) a $1.5 million increase in general and administrative expenses in the Logistics Business.

Depreciation and Amortization: For the nine month period ended September 30, 2019, depreciation and amortization decreased by $13.1 million, or 17.4%, to $62.1 million, as compared to $75.2 million for the same period in 2018.

Depreciation expenses related to dry bulk operations decreased by $13.7 million, or 26.6%, to $37.8 million for the nine month period ended September 30, 2019, as compared to $51.5 million for the nine month period ended September 30, 2018. This decrease was primarily due to (i) the sale of six and five of the Company’s vessels in 2019 and 2018, respectively; and (ii) the impairment loss recognized in the fourth quarter of 2018 for four of the Company’s vessels; partially mitigated by the acquisition of one and two vessels in 2019 and 2018, respectively. Amortization expenses related to Dry Bulk Operations remained stable at $2.1 million for each of the nine month periods ended September 30, 2019 and 2018.

Of the total amount of depreciation and amortization for the nine month periods ended September 30, 2019 and 2018, $22.2 million and $21.6 million, respectively, related to Navios Logistics. The increase of $0.6 million in depreciation and amortization of the Logistics Business was mainly due to (i) a $0.5 million increase in the cabotage business; and (ii) a $0.1 million increase in the barge business.

Interest Expense and Finance Cost, Net: Interest expense and finance cost, net for the nine month period ended September 30, 2019 decreased by $6.8 million, or 7.0%, to $91.0 million, as compared to $97.8 million in the same period of 2018. This decrease was mainly due to (i) a $3.2 million decrease in interest expense and finance cost, net of Dry Bulk Vessel Operations, mainly attributable to the full repayment of one of the Company’s secured credit facilities and the repurchase of 2022 Notes (as defined herein); (ii) a $2.4 million increase in interest income of the Dry Bulk Vessel Operations, mainly due to higher interest income from loans provided to Navios Europe I and Navios Europe II and the amortization of the premium from the transfer in March 2017 of Navios Holdings’ participation in the Navios Revolving Loans I (as defined herein) to Navios Partners; and (iii) a $1.2 million decrease in interest expense and finance cost, net of the Logistics Business.

Impairment Loss/Loss on Sale of Vessels, Net: During the nine month period ended September 30, 2019, the Company recognized an impairment loss/loss on sale of vessels of $27.3 million relating to the sale of Navios Vector, Navios Mercator, Navios Arc, Navios Meridian and Navios Primavera; partially mitigated by a gain of $1.8 million relating to the sale of Navios Equator Prosper (see also Note 4 included elsewhere in this Report). During the nine month period ended September 30, 2018, the Company recognized (i) an impairment loss of $6.7 million relating to the sale of Navios Herakles; and (ii) an impairment loss of $6.6 million relating to the sale of Navios Achilles; and (iii) an impairment loss of $2.8 million relating to the sale of Navios Mars and Navios Sphera.

Gain on Bond Extinguishment: During the nine month period ended September 30, 2019, Navios Logistics repurchased $35.5 million of the 2022 Notes (as defined herein) from unaffiliated third parties in open market transactions for a cash consideration of $17.6 million and the Company repurchased $48.0 million in par value of its 2022 Notes for a cash consideration of $31.4 million resulting in a total gain on bond extinguishment of $33.7 million, net of deferred fees written-off. During the nine month period ended September 30, 2018, the Company repurchased $35.7 million of its 2022 Notes for a cash consideration of $28.8 million resulting in a gain on bond extinguishment of $6.5 million, net of deferred fees written-off.

Gain on Sale of Business: During the nine month period ended September 30, 2019, the Company recognized a $9.8 million gain on sale of business as a result of the Transaction (see also Note 3 included elsewhere in this Report).

Loss on Loss of Control: During the nine month period ended September 30, 2019, the Company recognized a $61.7 million loss on loss of control of Navios Containers (see also Note 3 included elsewhere in this Report).

Other Income/(Expense), Net: Other income, net increased by $32.6 million, or 366.3%, to $23.7 million of income for the nine month period ended September 30, 2019, as compared to $8.9 million of expense for the same period in 2018. This increase was due to (i) a $29.7 million increase in other income, net of Dry Bulk Vessel Operations; and (ii) a $2.9 million increase in other income, net of the Logistics Business.

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The increase in other income, net of Dry Bulk Vessel Operations was mainly due to (i) a $30.2 million increase in miscellaneous other income, net including income related to extraordinary fees and costs related to regulatory requirements under management agreements; and (ii) a $0.3 million decrease in loss from foreign exchange differences. This increase was partially mitigated by (i) a $0.7 million increase in provisions for losses on accounts receivable; and (ii) a $0.1 million increase in taxes other than income taxes.

The increase in other income, net of the Logistics Business was mainly due to (i) a $2.4 million increase in the barge business mainly due to the income recorded from insurance claims and the decreased provisions for losses on account receivables; (ii) a $1.2 million increase in the port terminal business mainly due to income recorded from an insurance claim; partially mitigated by a $0.7 million decrease in other income, net in the cabotage business mainly due to higher income recorded during the nine month period ended September 30, 2018, from the compensation for the late delivery of a product tanker vessel.

Equity in Net Losses of Affiliated Companies: Equity in net losses of affiliated companies increased by $6.2 million, or 45.3%, to $19.9 million for the nine month period ended September 30, 2019, as compared to $13.7 million for the same period in 2018, mainly due to (i) a $13.5 million “other than temporary impairment” (“OTTI”) loss relating to the investment in Navios Acquisition recognized in the second quarter of 2019; (ii) a $5.1 million decrease in equity method income from Navios Partners; and (iii) a 0.4 million decrease in equity method income from Navios Containers; and (iv) a $0.1 million decrease in equity method income from Acropolis. The overall increase was partially mitigated by (i) a $12.6 million increase in equity method income from Navios Acquisition; (ii) a $0.3 million increase in equity method income from Navios Europe II.

Income Tax (Expense)/Benefit: Income tax expense for the nine month period ended September 30, 2019 increased by $2.2 million, or 169.2%, to a $0.9 million expense for the nine month period ended September 30, 2019, as compared to a $1.3 million benefit for the same period in 2018. The total change in income tax was attributable to Navios Logistics due to (i) a $1.1 million decrease in income tax benefit in the barge business; and (ii) an $1.1 increase in income tax expense of the cabotage business.

Net Loss from Discontinued Operations: Net loss from discontinued operations was $4.1 million attributable to the net loss of Navios Containers, for the period from January 1, 2019 to August 30, 2019.

Net Income Attributable to the Noncontrolling Interest: Net income attributable to the noncontrolling interest increased by $3.1 million to $6.6 million for the nine month period ended September 30, 2019, as compared to $3.5 million for the same period in 2018. This increase was mainly attributable to a $7.1 million increase in net income of the Logistics Business for the nine month period ended September 30, 2019, as compared to the same period in 2018, partially mitigated by a $4 million loss of the Containers Business for the nine month period ended September 30, 2019.

Non-Guarantor Subsidiaries

Our non-guarantor subsidiaries accounted for $270.4 million, or 59.6% and $88.5 million , or 53.3%, of our revenue for the nine and three month periods ended September 30, 2019, respectively (including $89.9 million and $24.4 million revenue from discontinued operations for the nine and three month periods ended September 30, 2019, respectively), $39.5 million net loss and $48.7 million net loss, of our $80.9 million net loss and $39.1 million net loss for the nine and three month periods ended September 30, 2019, respectively, $49.4 million, or 41.9% and $21.6 million, or 90.0% of our Adjusted EBITDA for the nine and three month periods ended September 30, 2019, respectively, $979.6 million, or 41.7%, of our total assets and $579.6 million, or 27.8%, of our total liabilities, in each case, for the nine month period ended and as of September 30, 2019. Our non-guarantor subsidiaries accounted for $168.3 million, or 43.1% and $55.9 million, or 39.5%, of our revenue for the nine and three month periods ended September 30, 2018, respectively, $5.9 million net income and $4.5 million net income, of our $68.0 million net loss and $1.8 million net loss for the nine and three month periods ended September 30, 2018, respectively, $61.0 million, or 51.7% and $23.3 million, or 38.8% of our Adjusted EBITDA for the nine and three month periods ended September 30, 2018, respectively, $953.0 million, or 38.3%, of our total assets and $579.5 million, or 30.0%, of our total liabilities, in each case, for the nine month period ended and as of September 30, 2018. Our non-guarantor subsidiaries accounted for $1,394.5 million, or 52.0%, of our total assets and $799.4 million, or 37.0%, of our total liabilities, in each case, as of December 31, 2018.

Liquidity and Capital Resources

Navios Holdings has historically financed its capital requirements with cash flows from operations, equity contributions from stockholders, issuance of debt and borrowings under bank credit facilities. Main uses of funds have been capital expenditures for the acquisition of new vessels, new construction and upgrades at the port terminals, expenditures incurred in connection with ensuring that the owned vessels comply with international and regulatory standards, repayments and/or prepayments of debt and payments of dividends. Navios Holdings may from time to time, subject to restrictions under its debt and equity instruments, including limitations on dividends and repurchases under its preferred stock, depending upon market conditions and financing needs, use funds to refinance or repurchase its debt and/or equity in privately negotiated or open market transactions, by tender offer or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms Navios Holdings deems appropriate and subject to Navios Holdings cash requirements for other purposes, compliance with the covenants under Navios Holdings’ debt agreements and equity instruments, and other factors management deems relevant. Generally, Navios Holding’s sources of funds may be from cash from operations, long-term borrowings and other debt or equity financings, proceeds from asset sales and proceeds from sale of its stake in its investments. We cannot assure you that we will be able to secure adequate financing or obtain additional funds on favorable terms, to meet our liquidity needs as our ability to secure adequate financing and obtain additional funds is partially dependent on market and industry factors. See “Working Capital Position” and “Long-Term Debt Obligations and Credit Arrangements” for further discussion of Navios Holdings’ working capital position.

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The following table presents cash flow information derived from the unaudited condensed consolidated statements of cash flows of Navios Holdings for the nine month periods ended September 30, 2019 and 2018.

Cash provided by operating activities for the nine month period ended September 30, 2019 as compared to the nine month period ended September 30, 2018:

Net cash provided by operating activities increased by $41.2 million to $80.8 million of cash provided by operating activities for the nine month period ended September 30, 2019, as compared to $39.6 million of cash provided by operating activities for the nine month period ended September 30, 2018. In determining net cash provided by operating activities, net loss is adjusted for the effects of certain non-cash items as discussed below.

The aggregate adjustments to reconcile net loss to net cash provided by operating activities was a $240.3 million gain for the nine month period ended September 30, 2019, which consisted mainly of the following adjustments: $85.0 million of depreciation and amortization, $68.7 million of amortization of operating lease assets, a $61.7 million loss on loss of control of Navios Containers, a $25.5 million impairment loss/loss on sale of vessels, net, $9.1 million of amortization of deferred drydock expenses, $6.3 million of amortization of deferred finance fees, $2.2 million relating to share-based compensation, a $23.5 million movement in earnings in affiliates, net of dividends received, a $ 1.0 million provision for losses on accounts receivable, $0.8 million movement in income taxes. These adjustments were partially mitigated by (i) a $33.7 million gain on bond extinguishment; and (ii) a $9.8 million gain on sale of business.

The net cash outflow resulting from the change in operating assets and liabilities of $85.3 million for the nine month period ended September 30, 2019 resulted from a $70.9 million decrease in operating lease liabilities, a $26.9 million decrease in accrued expenses, a $34.8 million decrease in net payables to affiliates, mainly consisted of management fees, administrative fees, drydocking, ballast water treatment system and other expenses prepaid by the affiliates according to our management agreements, a $14.2 million payment for drydock and special survey costs, and a $17.9 million increase in prepaid expenses and other assets, a $1.9 million decrease in deferred income and a $0.7 million decrease in other long term liabilities. These were partially mitigated by a $11.4 million decrease in inventories, a $50.8 million increase in accounts payable, and a $19.8 million decrease in accounts receivable.

The aggregate adjustments to reconcile net loss to net cash provided by operating activities was a $120.9 million gain for the nine month period ended September 30, 2018, which consisted mainly of the following adjustments: a $75.2 million of depreciation and amortization, a $16.7 million movement in earnings in affiliates, net of dividends received, a $16.1 million impairment loss on sale of vessels, $10.8 million of amortization of deferred drydock expenses, a $6.0 million of amortization of deferred finance fees, a $3.5 million relating to share-based compensation and $0.4 million losses on accounts receivables. These adjustments were partially mitigated by a $6.5 million gain on debt extinguishment and a $1.3 million movement in income taxes.

The net cash inflow resulting from the change in operating assets and liabilities of $16.8 million for the nine month period ended September 30, 2018 resulted from a $6.2 million in payments for drydock and special survey costs, a $5.9 million increase in prepaid expenses and other assets, a $3.3 million decrease in other long term liabilities, a $2.8 million decrease in deferred income and a $1.4 million decrease in accounts payable. These were partially mitigated by a $0.9 million increase in inventories, a $0.9 million increase in accounts receivable, a $0.6 million increase in net payables to affiliates, mainly consisted of management fees, administrative fees, drydocking and other expenses prepaid by the affiliates according to our management agreements and a $0.4 million increase in accrued expenses.

Cash (used in)/provided by investing activities for the nine month period ended September 30, 2019 as compared to the nine month period ended September 30, 2018:

Cash used in investing activities was $59.8 million for the nine month period ended September 30, 2019 as compared to $51.9 million provided by investing activities for the same period in 2018.

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Cash used in investing activities for the nine month period ended September 30, 2019 for Dry Bulk Vessel Operations was the result of (i) $14.2 million payments as deposits for options to acquire vessels under bareboat contracts; (ii) a $4.0 million loan to Navios Europe I; (iii) $1.7 million in payments made by the Company for the purchase of other fixed assets; (iv) $16.2 million in payments made by the Company for additions to vessels; (v) $21.4 million impact to cash from deconsolidation/sale of business; (vi) $48.8 million of proceeds from the sale of Navios Vector, Navios Equator Prosper, Navios Meridian, Navios Arc, Navios Mercator and Navios Primavera; (vii) $2.9 million dividends received from Navios Acquisition; and (viii) $3.0 million proceeds from sale of business.

Cash used in investing activities for the nine month period ended September 30, 2019 for the Logistics Business was the result of $2.3 million in payments for the purchase of fixed assets, partially mitigated by $0.1 million in collections of Navios Logistics’ note receivable.

Cash used in investing activities for the nine month period ended September 30, 2019 for the Containers Business was the result of $54.8 million in payments relating to acquisition of/additions to vessels.

Cash provided by investing activities for the nine month period ended September 30, 2018 was the result of (i) $94.8 million of proceeds from the sale of Navios Herakles, Navios Achilles, Navios Mars and Navios Sphera; (ii) $4.4 million dividends received from Navios Acquisition; (iii) $0.2 million in collections of Navios Logistics’ note receivable; (iv) $11.0 million in payments for the construction of Navios Logistics’ river and estuary tanker; (v) $10.2 million in payments for the purchase of a vessel; (vi) $9.1 million payment as a deposit for option to acquire vessels under bareboat contracts; (vii) $5.8 million in payments for the acquisition of common units and general partner units in Navios Partners; (viii) $2.3 million loan to Navios Europe II; (ix) $2.1 million in payments for the construction of the Navios Logistics’ three new pushboats; (x) $2.0 million in payments made by the Company for the purchase of other fixed assets; (xi) $1.3 million in payments made by Navios Logistics for the purchase of other fixed assets; (xii) $1.2 million in payments for the expansion of Navios Logistics’ dry port terminal; (xiii) $1.1 million payment as a deposit for vessel acquisition; (xiv) $0.5 million in payments for the purchase of covers for dry barges; (xv) $0.5 million payment for the investment in common shares in Navios Containers; and (xvi) $0.4 million payment for additions to vessels.

Cash used in financing activities for the nine month period ended September 30, 2019 as compared to cash used in financing activities for the nine month period ended September 30, 2018:

Cash used in financing activities was $65.3 million for the nine month period ended September 30, 2019, as compared to $82.7 million cash used in financing activities for the same period in 2018.

Cash used in financing activities for the nine month period ended September 30, 2019 for the Dry Bulk Vessel Operations was the result of (i) $37.4 million of payments made in connection with the Company’s outstanding indebtedness; (ii) $10.2 million payments relating to the redemption of preferred stock; (iii) $31.4 million payments for the repurchase of senior notes; and (iv) $4.0 million proceeds from long-term loans.

Cash used in financing activities for the nine month period ended September 30, 2019 for the Logistics Business was the result of (i) $17.6 million in payments for the acquisition of 2022 Notes (as defined herein); and (ii) $14.8 million of payments made in connection with the Navios Logistics’ outstanding indebtedness.

Cash used in financing activities for the nine month period ended September 30, 2019 for the Containers Business was the result of (i) $ 81.0 million of payments made in connection with Navios Containers’ outstanding indebtedness; (ii) $1.9 million of Navios Containers’ debt issuance costs; and (iii) $125.0 million of new loan proceeds to refinance Navios Containers’ existing credit facility relating to one containership.

Cash used in financing activities for the nine months ended September 30, 2018 was the result of (i) $31.8 million related to prepayment of outstanding indebtedness originally maturing the first quarter of 2021; (ii) $28.8 million of payments for the repurchase of the 2022 Notes; (iii) $25.7 million related to scheduled repayment installments; (iv) $3.2 million of payments for the repayment of Navios Logistics’ Notes Payable; (v) $0.2 million payment of finance fees; and (vi) $7.0 million proceeds from Navios Logistics’ long term debt (net of deferred financing costs of $0.2 million).

Adjusted EBITDA: EBITDA represents net (loss)/income attributable to Navios Holdings’ common stockholders before interest and finance costs, before depreciation and amortization and before income taxes. Adjusted EBITDA represents EBITDA before stock based compensation. We use Adjusted EBITDA as liquidity measure and reconcile Adjusted EBITDA to net cash provided by operating activities, the most comparable U.S. GAAP liquidity measure. Adjusted EBITDA is calculated as follows: net cash provided by operating activities adding back, when applicable and as the case may be, the effect of (i) net increase/(decrease) in operating assets; (ii) net (increase)/decrease in operating liabilities; (iii) net interest cost; (iv) deferred finance charges and gains/(losses) on bond and debt extinguishment; (v) (provision)/recovery for losses on accounts receivable; (vi) equity in affiliates, net of dividends received; (vii) payments for drydock and special survey costs; (viii) noncontrolling interest; (ix) gain/(loss) on sale of assets/subsidiaries/businesses, on loss of control, from discontinued operations and bargain gain; (x) unrealized (loss)/gain on derivatives; and (xi) loss on sale and reclassification to earnings of available-for-sale securities and impairment charges. Navios Holdings believes that Adjusted EBITDA is a basis upon which liquidity can be assessed and represents useful information to investors

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regarding Navios Holdings’ ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and pay dividends. Navios Holdings also believes that Adjusted EBITDA is used (i) by prospective and current lessors as well as potential lenders to evaluate potential transactions; (ii) to evaluate and price potential acquisition candidates; and (iii) by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

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

Adjusted EBITDA Reconciliation to Cash from Operations

Adjusted EBITDA for the three month period ended September 30, 2019 was $24.0 million as compared to $60.0 million for the same period of 2018. The $36.0 million decrease in Adjusted EBITDA was primarily due to (i) a $61.7 million loss on loss of control of Navios Containers; (ii) a $2.8 million increase in direct vessel expenses from continuing operations (excluding the amortization of deferred drydock and special survey costs) and $11.1 million direct vessel expenses of Navios Containers (excluding the amortization of deferred drydock and special survey costs) for the period from July 1, 2019 to August 30, 2019; (iii) a $4.2 million increase in general and administrative expenses (excluding share-based compensation expenses) from continuing operations and $1.6 million general and administrative expenses of Navios Containers for the period from July 1, 2019 to August 30, 2019; (iv) a $3.2 million decrease in equity in net earnings from affiliated companies;

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(v) $2.6 million other expense, net of Navios Containers for the period from July 1, 2019 to August 30, 2019; (vi) a $2.0 million increase in net income attributable to noncontrolling interest and (vii) $1.0 million time charter and voyage expenses of Navios Containers for the period from July 1, 2019 to August 30, 2019. This overall decrease of $90.2 million was partially mitigated by (i) a $0.1 million increase in revenue from continuing operations and $24.4 million revenue of Navios Containers for the period from July 1, 2019 to August 30, 2019; (ii) a $9.8 million gain on sale of business recorded in the three month period ended September 30, 2019; (iii) a $8.8 million increase in other income, net from continuing operations; (iv) a $5.9 million increase in gain on bond extinguishment; (v) a $4.1 million decrease in time charter, voyage and logistics business expenses from continuing operations and (vi) a $1.1 million decrease in vessel impairment loss.

Adjusted EBITDA for the nine month period ended September 30, 2019 was $117.8 million as compared to $118.1 million for the same period in 2018. The $0.3 million decrease in Adjusted EBITDA was primarily due to (i) a $61.7 million loss on loss of control of Navios Containers; (ii) a $26.8 million decrease in revenue from continuing operations; (iii) a $5.1 million increase in direct vessel expenses from continuing operations (excluding the amortization of deferred drydock and special survey costs) and $43.5 million direct vessel expenses of Navios Containers (excluding the amortization of deferred drydock and special survey costs) for the period from January 1, 2019 to August 30, 2019; (iv) a $5.2 million increase in general and administrative expenses (excluding share-based compensation expenses) from continuing operations and $6.7 million general and administrative expenses of Navios Containers for the period from January 1, 2019 to August 30, 2019; (v) a $3.1 million increase in net income attributable to the noncontrolling interest; (vi) $4.0 million time charter and voyage expenses of Navios Containers for the period from January 1, 2019 to August 30, 2019; (vii) $5.9 million other expense, net of Navios Containers for the period from January 1, 2019 to August 30, 2019; (viii) a $6.2 million decrease in equity in net earnings from affiliated companies; and (ix) a $9.4 million decrease in vessel impairment loss. This overall decrease of $177.6 million was partially mitigated by (i) $89.9 million revenue of Navios Containers for the period from January 1, 2019 to August 30, 2019; (ii) a $27.2 million increase in bond extinguishment gains; (iii) a $32.7 million increase in other income, net from continuing operations; (iv) a $17.7 million decrease in time charter, voyage and logistics business expenses from continuing operations; and (v) a $9.8 million gain on sale of business recorded in the nine month period ended September 30, 2019.

Amounts recorded in respect of discontinued operations in the three and nine month periods ended September 30, 2019 are as follows:

Long-Term Debt Obligations and Credit Arrangements

Secured Credit Facilities

As of September 30, 2019, the Company had secured credit facilities with various banks with a total outstanding balance of $130.4 million. The purpose of the facilities was to finance the construction or acquisition of vessels or refinance existing indebtedness. All of the facilities are denominated in U.S. dollars and bear interest based on LIBOR plus spread ranging from 2.75% to 3.60% per annum. The facilities are repayable in either semi-annual or quarterly installments, followed by balloon payments with maturities, ranging from June 2021 to November 2022. See also the maturity table included below. 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 (as defined herein), the 2022 Notes (as defined herein) and the 2024 Notes (as defined herein). 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.

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The majority of the Company’s senior secured credit facilities require compliance with maintenance covenants, including (i) value-to-loan ratio covenants, based on charter-free valuations, ranging from over 120% to 135%; (ii) minimum liquidity up to a maximum of $30.0 million; 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 amended for a specific period to increase the covenant levels for the applicable net total debt divided by total assets maintenance covenants, as defined in each senior secured credit facility, to a maximum of 85%.

As of September 30, 2019, the Company was in compliance with all of the covenants under each of its credit facilities.

2022 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 $305.0 million 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 Partners, Navios GP L.L.C., Navios Acquisition, Navios Logistics and Navios Containers. In May 2019, the capital stock in Navios Partners and 224,116 Navios Acquisition shares that were collateral under the 2022 Senior Secured Notes were released and replaced by Navios Azimuth. The 2022 Senior Secured Notes are unregistered and guaranteed by all of the Company’s direct and indirect subsidiaries, except for certain subsidiaries designated as unrestricted subsidiaries, including Navios Logistics. The subsidiary guarantees are “full and unconditional”, except that the indenture provides for an individual subsidiary’s 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 Co-Issuers have the option to redeem the 2022 Senior Secured Notes in whole or in part, at any time on or after November 16, 2018 at a fixed price of 104.219%, which price declines ratably until it reaches par in November 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 September 30, 2019.

2022 Notes

On November 29, 2013, the Co-Issuers completed the sale of $650.0 million of its 7.375% First Priority Ship Mortgage Notes due 2022 (the “2022 Notes”). During September 2018, the Company repurchased $35.7 million of its 2022 Notes for a cash consideration of $28.8 million. During March 2019, Navios Logistics repurchased $31.5 million in par value of the 2022 Notes from unaffiliated third parties in open market transactions for a cash consideration of $15.5 million resulting in a gain on bond extinguishment of $15.7 million, net of deferred fees written-off. During April 2019, Navios Logistics repurchased $4.0 million in par value of the 2022 Notes from unaffiliated third parties in open market transactions for a cash consideration of $2.1 million. During May 2019, the Company repurchased $11.0 million in par value of its 2022 Notes for a cash consideration of $7.0 million resulting in a gain on bond extinguishment of $5.7 million, net of deferred fees written-off. During September 2019, the Company repurchased $37.0 million in par value of its 2022 Notes for a cash consideration of $24.3 million resulting in a gain on bond extinguishment of $12.4 million, net of deferred fees written-off. (Refer to Note 9, “Secured credit facility with Navios Logistics”, to the unaudited condensed consolidated financial statements included in this Report.)

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. In July 2018, Navios Achilles was released from the 2022 Notes and replaced by the Navios Primavera. In December 2018 and in March 2019, Navios Magellan and Navios Meridian, respectively, were released from the 2022 Notes and the total proceeds of $14.0 million were restricted in escrow accounts and considered as cash collaterals. In May 2019 and June 2019, Navios Equator Prosper, Navios Vector and the cash collaterals in escrow accounts were released from the 2022 Notes and replaced by the N Bonanza and N Amalthia and the total proceeds of $7.4 million were restricted in an escrow account and considered as cash collateral. In July 2019 and August 2019, Navios Arc and Navios Mercator, respectively, were released from the 2022 Notes. In August 2019, the cash collateral in escrow accounts were released from the 2022 Notes and replaced by Navios Victory. In September 2019, Navios Primavera was released from the 2022 Notes and the total proceeds of $10.1 million were restricted in escrow accounts and considered as cash collaterals. In November 2019, Navios Victory and the cash collaterals in escrow accounts were released from the 2022 Notes and replaced by the Navios Northern Star, Navios Taurus and Navios Serenity. The 2022 Notes are unregistered and fully and unconditionally guaranteed, jointly and severally by all of the Company’s direct and indirect subsidiaries, other than Navios Maritime Finance (US) Inc., Navios Logistics and its subsidiaries and Navios GP L.L.C.

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The guarantees of the Company’s subsidiaries that own mortgaged vessels are senior secured guarantees and the guarantees of the Company’s 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, 2019, at a fixed price of 101.844%, which price declines ratably until it reaches par in January 2020.

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 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 indenture governing the 2022 Notes includes customary events of default. The 2022 Co-Issuers were in compliance with the covenants as of September 30, 2019.

2024 Notes

On March 21, 2019, Navios Holdings issued $4.7 million of 9.75% Senior Notes due 2024 (the “2024 Notes”) as an exchange for a total of 10,930 Series H which were validly tendered as of that date (Refer to Note 10 to the unaudited condensed consolidated financial statements included in this Report).

On April 21, 2019, Navios Holdings issued $3.9 million of 9.75% Senior Notes due 2024 (the “2024 Notes”) as an exchange for a total of 8,841 Series G which were validly tendered as of that date. (Refer to Note 10 to the unaudited condensed consolidated financial statements included in this Report).

The 2024 Notes are Navios Holding’s senior unsecured general obligations and rank senior in right of payment to any of Navios Holding’s existing and future debt that expressly provides that it is subordinated to the 2024 Notes, pari passu in right of payment with all of Navios Holding’s existing and future senior obligations, structurally subordinated in right of payment to the obligations of Navios Holding’s subsidiaries, and effectively subordinated in right of payment to any existing and future obligations of Navios Holdings that are secured by property or assets that do not secure the 2024 Notes, including the 2022 Senior Secured Notes and the 2022 Notes, to the extent of the value of any such property and assets securing such other obligations. The 2024 Notes are not guaranteed by any of Navios Holdings’ subsidiaries.

The indenture governing the 2024 Notes does not contain restrictive covenants but does include customary events of default.

Navios Holdings has the option to redeem the 2024 Notes, in whole or in part, at its option at any time, at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued interest.

NSM Loan

On August 29, 2019, Navios Holdings entered into a secured loan agreement of $141.8 million (including post-closing adjustments) with Navios Shipmanagement Holdings Corporation (Refer to “Related Party Transactions”).

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”) issued $375.0 million in aggregate principal amount of 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 and 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 are deemed to be immaterial, 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 subsidiary’s 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, 2019, at a fixed price of 101.813%, 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, 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.

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The indenture governing the 2022 Logistics Senior Notes include customary events of default.

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 Logistics Co-Issuers were in compliance with the covenants as of September 30, 2019.

Navios Logistics

As of September 30, 2019, Navios Logistics had long-term loans and notes payable with a total outstanding balance of $148.2 million. The purpose of the facilities was to finance the construction of its dry port terminal, the acquisition of vessels, or for general corporate purposes. The facilities are mainly denominated in U.S. dollars and bear interest based on LIBOR plus spread ranging from 3.15% to 4.75% per annum. The facilities are repayable in installments and have maturities ranging from September 2021 to November 2024. See also the maturity table included below. See also “Contractual Obligations”.

Navios Containers

Due to the deconsolidation of Navios Containers on August 30, 2019, the indebtedness of Navios Containers is not included in the outstanding balances as of September 30, 2019, consequently, additional disclosures for Navios Containers loans for 2019 have not been included.

During the nine month period ended September 30, 2019, the Company in relation to its secured credit facilities paid, $52.6 million related to scheduled repayment installments, $24.1 million related to the prepayment of two of Navios Holdings’ credit facilities, $3.4 million related to the prepayment of one of Navios Logistics’ credit facilities, and $53.1 million related to the prepayment of two of Navios Containers’ credit facilities. During the nine month period ended September 30, 2019, the proceeds from long-term loans for Navios Holdings and for Navios Containers were $4.0 million and $123.2 million, respectively, net of deferred fees. In November 2019, the Company paid $7.1 million in relation to a partial prepayment of one of Navios Holdings’ credit facilities.

The annualized weighted average interest rates of the Company’s total borrowings for the three and nine month periods ended September 30, 2019 were 7.46% and 7.61%, respectively. The annualized weighted average interest rates of the Company’s total borrowings for the three and nine month periods ended September 30, 2018, were 7.82% and 7.75%, 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 September 30, 2019, based on the repayment schedules of the respective loan facilities and the outstanding amount due under the debt securities.

Contractual Obligations:

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Refer to “Related Party Transactions” for the Navios Partners Guarantee (as defined herein), not reflected in the table above.

Navios Holdings, Navios Acquisition and Navios Partners will make available to Navios Europe I revolving loans of up to $24.1 million to fund working capital requirements (collectively, the “Navios Revolving Loans I”). In December 2018, the amount of the Navios Revolving Loans I increased by $30.0 million. As of September 30, 2019, the amount undrawn under the Revolving Loans I was $2.0 million, of which Navios Holdings may be required to fund an amount ranging from $0 to $2.0 million.

Navios Holdings, Navios Acquisition and Navios Partners will make available to Navios Europe II revolving loans of up to $43.5 million to fund working capital requirements (collectively, the “Navios Revolving Loans II”). In March 2017, the amount undrawn from the Navios Revolving Loans II increased by $14.0 million. As of September 30, 2019, the amount undrawn from the Navios Revolving Loans II was $4.5 million, of which Navios Holdings may be required to fund an amount ranging from $0 to $4.5 million.

Working Capital Position

On September 30, 2019, Navios Holdings’ current assets totaled $205.3 million, while current liabilities excluding operating lease liabilities, current portion, totaled $126.3 million, resulting in a positive working capital position of $79.0 million. Navios Holdings’ cash forecast indicates that it will generate sufficient cash during the next 12 months from December 13, 2019 to make the required principal and interest payments on its indebtedness, provide for the normal working capital requirements of the business and remain in a positive working capital position through December 13, 2020.

Capital Expenditures

In December 2017, the Company agreed to charter-in, under a ten year bareboat contract, from an unrelated third party the Navios Galaxy II, a newbuilding bulk carrier vessel of about 81,600 dwt, expected to be delivered in the first quarter of 2020. The Company has agreed to pay in total $5.4 million representing a deposit for the option to acquire the vessel, of which $2.7 million was paid during the year ended December 31, 2017 and the remaining $2.7 million was paid during April 2019. As of September 30, 2019, the total amount of $6.0 million, including expenses and interest, is presented under the caption “Other long-term assets”.

In January 2018, Navios Holdings agreed to charter-in, under two ten-year bareboat contracts, from an unrelated third party the Navios Herakles I and the Navios Uranus, two newbuilding bulk carriers of 82,036 dwt and 81,821 dwt, respectively. On August 28, 2019, Navios Holdings took delivery of Navios Herakles I. On November 28, 2019 Navios Holdings took delivery of Navios Uranus. Navios Holdings has agreed to pay in total $11.1 million, representing a deposit for the option to acquire these vessels, of which $8.3 million was paid during the period ended December 31, 2018 and the remaining $2.8 million was paid during January 2019. As of September 30, 2019, the total amount of $13.5 million, including expenses and interest, is presented under the caption “Other long-term assets”.

In April 2018, Navios Holdings agreed to charter-in, under one ten-year bareboat contract, from an unrelated third party the Navios Felicity I, a newbuilding bulk carrier of about 81,000 dwt, expected to be delivered in the first quarter of 2020. Navios Holdings has agreed to pay in total $5.6 million, representing a deposit for the option to acquire this vessel, of which $2.8 million was paid during the period ended December 31, 2018 and the remaining $2.8 million was paid during February 2019. As of September 30, 2019, the total amount of $6.3 million, including expenses and interest, is presented under the caption “Other long-term assets”.

Navios Holdings agreed to charter-in, under one ten-year bareboat contract, from an unrelated third party the Navios Magellan II, a newbuilding bulk carrier of about 81,000 dwt, expected to be delivered in the second quarter of 2020. Navios Holdings has agreed to pay in total $5.8 million, representing a deposit for the option to acquire this vessel, of which $2.9 million was paid upon signing of the contract in October 2018 and the remaining $2.9 million was paid during June 2019. As of September 30, 2019, the total amount of $6.3 million, including expenses and interest, is presented under the caption “Other long-term assets”.

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Navios Logistics

On November 12, 2018, Navios Logistics acquired approximately 3.5 hectares of undeveloped land located in the Port Murtinho region, Brazil. Navios Logistics plans to develop this land for its port operations. As of September 30, 2019, Navios Logistics had paid $1.5 million for the land acquisition.

Dividend Policy

In November 2015, due to the prolonged weakness in the dry bulk industry, Navios Holdings announced that the Board of Directors decided to suspend the quarterly dividend to its common stockholders in order to conserve cash and improve its liquidity. In February 2016, in furtherance of its efforts to reduce its cash requirements, Navios Holdings announced the suspension of payment of quarterly dividends on its preferred stock, including the Series G and Series H, until market conditions improve. The Board of Directors and Navios Holdings’ management believe such a decision is in the best long-term interests of the Company and its stakeholders. The reinstatement, declaration and payment of any further dividend remains subject to the discretion of the Board of Directors and will depend on, among other things, market conditions, Navios Holdings’ cash requirements after taking into account market opportunities, restrictions under its equity instruments, credit agreements, indentures and other debt obligations and such other factors as the Board of Directors may deem advisable.

Concentration of Credit Risk

Accounts receivable

Concentration of credit risk with respect to accounts receivable is limited due to the fact that Navios Holdings’ customers are internationally dispersed and have a variety of end markets in which they sell, therefore, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in Navios Holdings’ trade receivables. For the nine month period ended September 30, 2019, two customers accounted for 17.0% and 14.0%, respectively, of the Company’s revenue from continuing operations. The customer who accounted for 17.0% of the Company’s revenue for the nine month period ended September 30, 2019 is the same with the customer accounted for more than 10% of the Company’s revenue for the nine month period ended September 30, 2018.

If one or more of our customers does not perform under one or more contracts with us and we are not able to find a replacement contract, or if a customer exercises certain rights to terminate the contract, we could suffer a loss of revenues that could materially adversely affect our business, financial condition and results of operations.

We could lose a customer or the benefits of a contract if, among other things:

Cash deposits with financial institutions

Cash deposits 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 in excess of government-provided insurance limits. Navios Holdings also reduces exposure to credit risk by dealing with a diversified group of major financial institutions.

Effects of Inflation

Navios Holdings does not consider inflation to be a significant risk to the cost of doing business in the foreseeable future. Inflation has a moderate impact on operating expenses, drydocking expenses and corporate overhead.

Off-Balance Sheet Arrangements

As of September 30, 2019, Navios Holdings was contingently liable for letters of guarantee and letters of credit amounting to $1.0 million 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.

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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 Company’s financial position, results of operations or liquidity.

On July 22, 2016, Navios Logistics guaranteed the compliance of certain obligations related to Edolmix S.A. and Energías Renovables del Sur S.A. (entities wholly owned by Navios Logistics) under their respective direct user agreements with the Free Zone of Nueva Palmira, for the amounts of $0.8 million and $0.5 million, respectively.

On August 16, 2018, there was a fire incident at the iron ore port terminal in Nueva Palmira, Uruguay for which Navios Logistics maintains property and loss of earnings insurance coverage for such types of events (subject to applicable deductibles and other customary limitations). As of September 12, 2019 the full amount has been collected in relation to this insurance claim.

Navios Logistics has issued a guarantee and indemnity letter that guarantees the performance by Petrolera San Antonio S.A. (a consolidated subsidiary of Navios Logistics) of all its obligations to Vitol S.A. up to $12.0 million. This guarantee expires on March 1, 2020.

Related Party Transactions

Office rent: The Company had entered into lease agreements with Goldland Ktimatiki-Ikodomiki-Touristiki Xenodohiaki Anonimos Eteria, Emerald Ktimatiki-Ikodomiki Touristiki Xenodohiaki Anonimos Eteria and Infraco Limited, all of which are Greek corporations that are currently majority-owned by Angeliki Frangou, Navios Holdings’ Chairman and Chief Executive Officer. The lease agreements provided for the leasing of facilities located in Piraeus, Greece to house the operations of most of the Company’s subsidiaries. Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, Navios Holdings has no office lease obligations.

Purchase of services: The Company utilized its former affiliate company, Acropolis, as a broker until the sale of its investment on December 6, 2018. Commissions charged from Acropolis for each of the three and nine month periods ended September 30, 2019 and 2018 were $0. Included in the trade accounts payable at both September 30, 2019 and December 31, 2018 was an amount due to Acropolis of less than $0.1 million.

Management fees: Navios Holdings provided commercial and technical management services to Navios Partners’ vessels for a daily fixed fee. This daily fee covered all of the vessels’ operating expenses, including the cost of drydock and special surveys. In November 2017, the Company amended its existing management agreement to fix the fees for ship management services of its owned fleet at: (i) $4,225 daily rate per Ultra-Handymax vessel; (ii) $4,325 daily rate per Panamax vessel; (iii) $5,250 daily rate per Capesize vessel; (iv) $6,700 daily rate per container vessel of TEU 6,800; (v) $7,400 daily rate per container vessel of more than TEU 8,000; and (vi) $8,750 daily rate per very large container vessel of more than TEU 13,000 through December 31, 2019. Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, these services are provided by NSM. For the period from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018, certain extraordinary fees and costs related to regulatory requirements under Navios Partners’ management agreement amounted to $3.8 million and $0 million, respectively, and are presented under the caption “Other income/(expense), net”. For the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018, certain extraordinary fees and costs related to regulatory requirements under Navios Partners’ management agreement amounted to $7.6 million and $0 million, respectively, and are presented under the caption “Other income/(expense), net”. Drydocking expenses were reimbursed by Navios Partners at cost at occurrence. Total management fees for the period from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018 amounted to $11.2 million and $17.2 million respectively, and for the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018 amounted to $44.3 million and $51.3 million, respectively, and are presented net under the caption “Direct vessel expenses”.

Navios Holdings provided commercial and technical management services to Navios Acquisition’s vessels for a daily fee that was fixed. This daily fee covered 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 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) $6,350 per MR2 product tanker and chemical tanker vessel; (ii) $7,150 per LR1 product tanker vessel; and (iii) $9,500 per VLCC through May 2018. In May 2018, 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) $6,500 per MR2 product tanker and chemical tanker vessel; (ii) $7,150 per LR1 product tanker vessel; and (iii) $9,500 per VLCC through May 2020. Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, these services are provided by NSM. For the period from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018, certain extraordinary fees and costs related to regulatory requirements under Navios Acquisition’s management agreement amounted to $4.2 million and $0 million, respectively, and for the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018 amounted to $8.2 million and $0

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million, respectively, and are presented under the caption “Other income/(expense), net”. Drydocking expenses under this agreement were reimbursed at cost at occurrence for all vessels. Following the merger of Navios Maritime Midstream Partners L.P. (“Navios Midstream”) with Navios Acquisition completed on December 13, 2018, the management agreement also covered vessels acquired. Total management fees for the period from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018 amounted to $17.8 million and $23.3 million, respectively, and for the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018 amounted to $72.6 million and $69.7 million, respectively, and are presented net under the caption “Direct vessel expenses”.

Pursuant to a management agreement dated December 13, 2013, Navios Holdings provided commercial and technical management services to Navios Europe I’s tanker and container vessels. The term of this agreement was for a period of six years. Management fees under this agreement were reimbursed at cost at occurrence. Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, these services are provided by NSM. Total management fees for the period from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018 amounted to $5.0 million and $5.9 million, respectively, and for the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018 amounted to $14.5 million and $16.3 million, 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 provided commercial and technical management services to Navios Midstream’s vessels for a daily fixed fee of $9,500 per owned VLCC vessel, effective through December 31, 2018. Drydocking expenses under this agreement were 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 three and nine month periods ended September 30, 2018 amounted to $5.2 million and $15.5 million, respectively, and are presented net under the caption “Direct vessel expenses”.

Pursuant to a management agreement dated June 5, 2015, Navios Holdings provided commercial and technical management services to Navios Europe II’s dry bulk and container vessels. The term of this agreement was for a period of six years. Management fees under this agreement were reimbursed at cost at occurrence. Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, these services are provided by NSM. Total management fees from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018 amounted to $5.4 million and $5.6 million, respectively, and for the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018 amounted to $17.8 million and $16.4 million, 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, in April 2018 and in June 2018, Navios Holdings provided commercial and technical management services to Navios Containers’ vessels. The term of this agreement was for an initial period of five years with an automatic extension period of five years thereafter unless a notice for termination was received by either party. The fee for the ship management services provided by Navios Holdings was a daily fee of $6,100 per day for up to 5,500 TEU container vessels, $6,700 per day for above 5,500 TEU and up to 8,000 TEU container vessels and $7,400 per day for above 8,000 TEU and up to 10,000 TEU container vessels until the end of 2019. Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, these services are provided by NSM. For the period from July 1, 2019 to August 30, 2019 and the period from January 1, 2019 to August 30, 2019, certain extraordinary fees and costs related to regulatory requirements under Navios Containers’ management agreement amounted to $3.2 million and $6.1 million, respectively, and have been eliminated upon consolidation. Drydocking expenses under this agreement were reimbursed by Navios Containers at cost. Total management fees for the period from July 1, 2019 to August 30, 2019 and the period from January 1, 2019 to August 30, 2019 amounted to $11.1 million and $43.2 million, respectively, and have been eliminated upon consolidation through August 30, 2019. Total management fees for the three and nine month periods ended September 30, 2018 amounted to $14.5 million and $38.6 million, respectively, and are presented net under the caption “Direct vessel expenses”.

Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report and pursuant to a management agreement dated August 29, 2019 (“Management Agreement”), Navios Shipmanagement Inc., a wholly owned subsidiary of NSM provides commercial and technical management services to Navios Holdings’ vessels. The term of this agreement is for an initial period of five years with an automatic extension period of five years thereafter unless a notice for termination is received by either party. The fee for the ship management services provided by NSM is a daily fee of $3,700 per day per owned vessel. This rate is fixed for a two-year period and will increase thereafter by 3% annually. The fee for the ship management services provided by NSM is a daily fee of $25 per day per chartered-in vessel. Drydocking expenses under this agreement will be reimbursed by Navios Holdings at cost. The agreement also provides for payment of a termination fee, equal to the fees charged for the full calendar year preceding the termination date, by Navios Holdings in the event the Management Agreement is terminated on or before August 29, 2024. Total management fees for the period from August 30, 2019 to September 30, 2019 amounted to $3.7 million and are presented 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 $20.0 million 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 September 30, 2019, Navios Partners has submitted one claim under this agreement to the Company. As of June 30, 2019 and December 31, 2018, the fair value of the claim was estimated at $14.4 million and $18.0 million, respectively, and the change in estimate of the guarantee claim of $3.6 million recorded during the six month period ended June 30, 2019 was included in “Other income/(expense), net”. As at September 30, 2019, the outstanding balance of the claim was $10.7 million. The final settlement of the amount due will be made at specific dates, in accordance with a signed letter of agreement between the parties

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General and administrative expenses incurred on behalf of affiliates/Administrative fee revenue from affiliates: Navios Holdings provided administrative services to Navios Partners. Navios Holdings was reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, these services are provided by NSM. Total general and administrative fees for the period from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018 amounted to $1.7 million and $2.4 million, respectively, and for the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018 amounted to $6.8 million and $6.9 million, respectively.

Navios Holdings provided 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 was reimbursed for reasonable costs and expenses incurred in connection with the provision of these services (see also Note 9 included elsewhere in this Report). Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, these services are provided by NSM. Total general and administrative fees for the period from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018 amounted to $1.8 million and $2.2 million, respectively, and for the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018 amounted to $7.5 million and $6.6 million, respectively.

Following the merger of Navios Midstream with Navios Acquisition completed on December 13, 2018, the administrative services agreement also covered vessels acquired.

Navios Holdings provided 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 was reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, these services are provided by Navios Shipmanagement Inc., a wholly owned subsidiary of NSM. Total general and administrative fees for the period from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018 amounted to $0.2 million and $0.3 million, respectively, and for both the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018 amounted to $0.8 million. The general and administrative fees for these periods have been eliminated upon consolidation. Total general and administrative fees charged for the period from August 30, 2019 to September 30, 2019 amounted to $0.1 million.

Pursuant to an administrative services agreement dated December 13, 2013, Navios Holdings provided administrative services to Navios Europe I’s tanker and container vessels. The term of this agreement was for a period of six years. Navios Holdings was reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, these services are provided by NSM. Total general and administrative fees for both the period from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018 amounted to $0.3 million, and for the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018 amounted to $1.1 million and $1.0 million, respectively.

Pursuant to an administrative services agreement dated November 18, 2014, Navios Holdings provided administrative services to Navios Midstream. The term of this agreement was for a period of five years. Navios Holdings was reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and administrative fees for the three and nine month periods ended September 30, 2018 amounted to $0.4 million and $1.1 million, respectively.

Pursuant to an administrative services agreement dated June 5, 2015, Navios Holdings provided administrative services to Navios Europe II’s dry bulk and container vessels. The term of this agreement was for a period of six years. Navios Holdings was reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, these services are provided by NSM. Total general and administrative fees charged for the period from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018 amounted to $0.4 million and $0.5 million, respectively, and for the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018 amounted to $1.6 million and $1.5 million, respectively.

Pursuant to the administrative services agreement dated June 7, 2017, Navios Holdings provided administrative services to Navios Containers. Navios Holdings was reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. The term of this agreement was for an initial period of five years with an automatic extension for a period of five years thereafter unless a notice of termination was received by either party. Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report, these services are provided by NSM. Total general and administrative fees attributable to this agreement for the period from July 1, 2019 to August 30, 2019 and the three month period ended September 30, 2018, amounted to $1.4 million and $1.6 million, respectively, and for the period from January 1, 2019 to August 30, 2019 and the nine month period ended September 30, 2018 amounted to $5.3 million and $4.3 million, respectively. Total general and administrative fees attributable to this agreement for all periods have been eliminated upon consolidation through August 30, 2019.

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Following the sale of management division effected on August 30, 2019, outlined in Note 3 included elsewhere in this Report and pursuant to the administrative services agreement dated August 29, 2019 (“Administrative Services Agreement”), Navios Shipmanagement Inc., a wholly owned subsidiary of NSM provides administrative services to Navios Holdings. NSM 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. The agreement also provides for payment of a termination fee, equal to the fees charged for the full calendar year preceding the termination date, by Navios Holdings in the event the Administrative Services Agreement is terminated on or before August 29, 2024. Total general and administrative expenses attributable to this agreement for the period from August 30, 2019 to September 30, 2019, amounted to $0.7 million.

Balance due to/from affiliates (excluding Navios Europe I and Navios Europe II): Balance due from NSM as of September 30, 2019 amounted to $4.8 million (December 31, 2018: $0), and the Long-term receivable from NSM amounted to $5.2 million (December 31, 2018: $0). Balance due to Navios Partners as of September 30, 2019 amounted to $5.7 million (December 31, 2018: $34.8 million), and the Long-term payable to Navios Partners amounted to $5.0 million (December 31, 2018: $17.9 million). Balance due from Navios Acquisition as of September 30, 2019 amounted to $1.5 million (December 31, 2018: $10.1 million), and the Long-term payable to Navios Acquisition amounted to $0 (December 31, 2018: $13.8 million). Balance due from Navios Containers as of September 30, 2019 amounted to $0 (December 31, 2018: $4.1 million), and the Long-term payable to Navios Containers amounted to $0 (December 31, 2018: $7.9 million) and were eliminated upon consolidation through August 30, 2019. Prior to the Transaction the balances mainly consisted of management fees, administrative fees, drydocking, ballast water treatment system and other expenses prepaid by the affiliates according to our management agreements and other amounts payable to affiliates. As of September 30, 2019 the balance mainly consisted of management fees, prepaid to NSM in accordance with the Management Agreement 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 Acquisition’s 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 and Navios Partners, pursuant to which Navios Acquisition, Navios Holdings, Navios Partners 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 and Navios Partners or any of their controlled affiliates to compete with Navios Containers under specified circumstances.

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 September 30, 2019, Navios Holdings had not exercised any part of that option.

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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 Company’s ownership interest in Navios Partners is reduced. In connection with the public offerings of common units by Navios Partners and the sale of Navios Partners’ general partnership interest effected on August 30, 2019, a pro rata portion of the deferred gain is released to income upon dilution of the Company’s ownership interest in Navios Partners. As of September 30, 2019 and December 31, 2018, the unamortized deferred gain for all vessels and rights sold totaled $6.6 million and $8.1 million, respectively. For the three month periods ended September 30, 2019 and 2018, Navios Holdings recognized $0.9 million and $0.5 million, respectively, of the deferred gain in “Equity in net losses of affiliated companies” and for the nine month periods ended September 30, 2019 and 2018, Navios Holdings recognized $1.5 million and $1.4 million, respectively, of the deferred gain in “Equity in net losses of affiliated companies”.

Participation in offerings of affiliates: Refer to “Overview” for Navios Holdings’ participation in Navios Acquisition’s 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, March 23, 2017, March 31, 2017, January 11, 2018, February 21, 2018, December 20, 2018 and February 1, 2019 for the purchase up to a total of 1,754,981 general partnership units.

Balance due from Navios Europe I: Balance due from Navios Europe I as of September 30, 2019 amounted to $15.0 million (December 31, 2018: $12.0 million) which included the net current receivable amount of $9.9 million (December 31, 2018: $7.8 million) mainly consisting of management fees, drydocking, ballast water treatment system and other expenses (for the period to August 30, 2019) and accrued interest income earned under the Navios Revolving Loans I and other expenses and the non-current amount receivable of $5.1 million (December 31, 2018: $4.2 million) related to the accrued interest income earned under the Navios Term Loans I (as defined in Note 14 to the unaudited condensed consolidated financial statements included in this Report).

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 September 30, 2019, the outstanding amount relating to Navios Holdings’ portion under the Navios Revolving Loans I is $23.1 million (December 31, 2018: $19.1 million), under the caption “Loan receivable from affiliate companies”. During 2019, Navios Holdings funded with $4.0 million Navios Europe I under the Navios Revolving Loans I. As of September 30, 2019, the amount undrawn under the Revolving Loans I was $2.0 million, of which Navios Holdings may be required to fund an amount ranging from $0 to $2.0 million.

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 $21.4 million for a total consideration of $33.5 million, comprised of $4.1 million in cash and 13,076,923 (before reverse stock split) newly issued common units of Navios Partners with a fair value of $29.4 million (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 $33.5 million, including a premium of $12.1 million which will be amortized through “Interest expense and finance cost, net” 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. As of September 30, 2019 and December 31, 2018, the long-term payable to Navios Partners amounted to $36.7 million and $35.4 million, respectively, including the unamortized premium of $6.9 million and $8.4 million, respectively.

Balance due from Navios Europe II: Balance due from Navios Europe II as of September 30, 2019, amounted to $20.7 million (December 31, 2018: $5.3 million), which included the net current receivable amount of $13.2 million (December 31, 2018: $0.5 million net current payable), mainly consisting of management fees, drydocking, ballast water treatment system and other expenses (for the period to August 30, 2019) and accrued interest income earned under the Navios Revolving Loans II and other expenses and the net non-current amount receivable of $7.6 million (December 31, 2018: $5.8 million) related to the accrued interest income earned under the Navios Term Loans II (as defined in Note 14 to the unaudited condensed consolidated financial statements included in this Report).

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 September 30, 2019, the outstanding amount relating to Navios Holdings’ portion under the Navios Revolving Loans II was $16.9 million (December 31, 2018: $16.9 million), under the caption “Loan receivable from affiliate companies.” As of September 30, 2019, the amount undrawn from the Navios Revolving Loans II was $4.5 million, of which Navios Holdings may be required to fund an amount ranging from $0 to $4.5 million.

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Secured credit facility with Navios Logistics: On April 25, 2019, Navios Holdings entered into a secured credit facility of $50.0 million with Navios Logistics to be used for general corporate purposes, including the repurchase of 2022 Notes. The credit facility is available in multiple drawings, has an arrangement fee of $0.5 million, a fixed interest rate of 12.75% for the first year and a fixed interest rate of 14.75% for the second year, payable annually. The secured credit facility includes negative covenants substantially similar to the 2022 Notes and customary events of default. In December 2019, Navios Holdings and Navios Logistics agreed to increase the amount by $20.0 million and amended the interest rate of the whole facility to 12.75% or 10.0% if certain conditions are met. The credit facility matures in April 2021 or December 2024 if certain conditions are met. As of December 11, 2019, $69.3 million was drawn under this facility of which $18.7 million was used to acquire the 2022 Notes from Navios Logistics and the remaining amount was used to repurchase 2022 Notes.

Credit facility with NSM: On August 29, 2019, Navios Holdings entered into a secured credit facility of $141.8 million (including post-closing adjustments) with Navios Shipmanagement Holdings Corporation, a wholly owned subsidiary of NSM. In general, the amount owed reflects the excess of (i) the liabilities of the ship management business (including liabilities for advances previously made by affiliates to the Company for ongoing operating costs, including technical management services, supplies, dry-docking and related expenses) other than liabilities the assumption of which forms part of the consideration for the Transaction over (ii) the short term assets of the ship management business. The credit facility is repayable over a five-year period; of the total amount, $47.0 million is repayable in 2020 in equal quarterly installments, with the remaining principal repayment in equal quarterly installments over the following 48 months. In certain cases, principal payments can be deferred provided that no more than $20.0 million of deferral may be outstanding during the first or second year and $10.0 million outstanding in the third year. The loan agreement provides for interest at 5% annually, and 7% annually for deferred principal amounts.

As of September 30, 2019, the outstanding balance (including post-closing adjustment) was $141.8 million and the accrued interest was $0.6 million. Of the outstanding amount, $20.3 million is included in “Current portion of loan payable to affiliate companies”, due to deferral of $15.0 million for the period to September 30, 2020.

Quantitative and Qualitative Disclosures about Market Risks

Navios Holdings is exposed to certain risks related to interest rate, foreign currency and charter rate risks.

Interest Rate Risk

Debt Instruments — On September 30, 2019 and December 31, 2018, Navios Holdings had a total of $1,639.9 million and $1,843.9 million, respectively, of long-term indebtedness. All of the Company’s debt is U.S. dollar-denominated and bears interest at a floating rate, except for the 2022 Senior Secured Notes, the 2022 Notes, the 2022 Logistics Senior Notes, the 2024 Notes, the NSM Loan and two Navios Logistics’ loan discussed in “Liquidity and Capital Resources” that bear interest at a fixed rate.

Changes in interest rates for our floating-rate loan facilities would affect their interest rate and related interest expense. As of September 30, 2019, the outstanding amount of the Company’s floating rate loan facilities was $278.5 million. The interest rate on the 2022 Senior Secured Notes, the 2022 Notes, the 2024 Notes, the NSM Loan, the 2022 Logistics Senior Notes and one Navios Logistics’ loan is fixed and, therefore, changes in interest rates affect their fair value, which as of September 30, 2019 was $1,062.0 million, but do not affect their related interest expense. A change in the LIBOR rate of 100 basis points would change interest expense for the nine month period ended September 30, 2019 by $3.6 million.

For a detailed discussion of Navios Holdings’ debt instruments refer to the section “Long-Term Debt Obligations and Credit Arrangements” included elsewhere in this document.

Foreign Currency Risk

Foreign Currency: In general, the shipping industry is a U.S. dollar dominated industry. Revenue is set mainly in U.S. dollars, and approximately 55.8% of Navios Holdings’ expenses from continuing operations are also incurred in U.S. dollars. Certain of our expenses are paid in foreign currencies and a one percent change in the exchange rates of the various currencies at September 30, 2019 would change net income from continuing operations by approximately $1.0 million for the nine month period ended September 30, 2019.

Critical Accounting Policies

Navios Holdings’ interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires Navios Holdings to make estimates in the application of its accounting policies based on the best assumptions, judgments and opinions of management. Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. All significant accounting policies are as described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2018.

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Investments 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 such companies; and (iii) the intent and ability of the Company to retain its investment in these companies for a period of time sufficient to allow for any anticipated recovery in fair value. As of June 30, 2019, management considered the decline in market value of its investment in Navios Acquisition to be other-than-temporary and therefore recognized a loss of $13.5 million in the accompanying consolidated statement of comprehensive (loss)/income (see also Note 14 included elsewhere in this Report).

Recent Accounting Pronouncements

The Company’s recent accounting pronouncements are included in the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this Report.

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NAVIOS MARITIME HOLDINGS INC.

F-1

NAVIOS MARITIME HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of U.S. dollars — except share data)

See unaudited condensed notes to condensed consolidated financial statements.

F-2

NAVIOS MARITIME HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME

(Expressed in thousands of U.S. dollars — except share and per share data)