e6vk
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated: November 28, 2011
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F þ            Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes o           No þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes o           No þ
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o            No þ
 
 


Table of Contents

          The information contained in this Report is incorporated by reference into the Registration Statements on Form F-3, File Nos. 333-136936 and 333-165754, the Registration Statement on Form S-8, File No. 333-147186 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” or “we”) for the three and nine month periods ended September 30, 2011 and 2010. 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’ Form 6-Ks dated August 9, 2011 and August 26, 2011, and the management’s discussion and analysis included in Navios Holdings’ 2010 annual report on Form 20-F filed with the Securities and Exchange Commission and the condensed consolidated financial statements and the accompanying notes included elsewhere in this form 6-K.
          This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. These forward looking statements are based on Navios Holdings’ current expectations and observations. Included among the factors that, in management’s view, could cause actual results to differ materially from the forward-looking statements contained in this report are changes in any of the following: (i) charter demand and/or charter rates; (ii) production or demand for the types of drybulk products that are transported by Navios Holdings’ vessels; (iii) operating costs including but not limited to changes in crew salaries, insurance, provisions, repairs, maintenance and overhead expenses; or (iv) changes in interest rates. Other factors that might cause a difference include, but are not limited to, those discussed under Part I, Item 3D — Risk Factors in Navios Holdings’ 2010 annual report on Form 20-F.
Recent Developments
Navios Holdings
Vessel Acquisition
          On October 31, 2011, Navios Holdings agreed to acquire a 81,600 deadweight ton (“dwt”) bulk carrier scheduled to be delivered in March 2012 from a South Korean shipyard. The purchase price for the new vessel is approximately $35.3 million, of which $5.1 million was paid in cash.
Dividend Policy
          On November 14, 2011, the Board of Directors declared a quarterly cash dividend for the third quarter of 2011 of $0.06 per share of common stock. This dividend is payable on January 4, 2012 to stockholders of record on December 19, 2011. The declaration and payment of any further dividends remain subject to the discretion of the Board, and will depend on, among other things, Navios Holdings’ cash requirements as measured by market opportunities, debt obligations and restrictions under its credit and other debt agreements.
Deposits for Vessel Acquisition
          On November 14, 2011, Navios Holdings paid an additional installment of $5.8 million for the acquisition of a new vessel scheduled to be delivered in April 2012, with a purchase price of approximately $35.5 million. The remaining capital expenditures commitment, which will be funded with equity, amount to $0.8 million.
Navios Logistics
Acquisitions
          On various dates on or prior to October 24, 2011, Navios South American Logistics Inc. (“Navios Logistics”) used a portion of the proceeds from its offering of senior unsecured notes due 2019 to acquire three pushboats, 66 barges and one floating drydock facility for a total cost of approximately $56.0 million, including transportation and other related costs.
          Following the acquisition of two pieces of land for $1.0 million in 2010, in September 2011, Navios Logistics paid another $0.4 million for the acquisition of a third piece of land. All of these pieces of land are located at the south of the Nueva Palmira Free Zone and were acquired as part of a project to develop a new transshipment facility for mineral ores and liquid bulks.
Construction of a new silo in the Dry Port
          During the third quarter of 2011, Navios Logistics commenced the construction of a new silo at its dry port facility in Nueva Palmira, Uruguay. The silo is expected to be completed in March 2012. As of September 30, 2011, Navios Logistics had paid $3.0 million for the silo construction.

2


Table of Contents

Navios Partners
          On November 11, 2011, Navios Holdings received $6.7 million as a dividend distribution from its affiliate Navios Maritime Partners L.P. (“Navios Partners”).
Navios Acquisition
          On November 4, 2011, of the 1,378,122 contingently returnable shares of common stock of Navios Maritime Acquisition Corporation (“Navios Acquisition”) that were issued on September 10, 2010 in connection with the acquisition of seven VLCC tankers (the “VLCC Acquisition”) and placed in escrow, 1,160,963 shares were released to the sellers and the remaining 217,159 shares were returned to Navios Acquisition in settlement of representations and warranties attributable to the prior sellers. Following the return of the 217,159 shares, Navios Holdings’ ownership of the outstanding voting stock of Navios Acquisition increased to 45.24% and its economic interest in Navios Acquisition increased to 53.96%.
Changes in Capital Structure
          During the nine month period ended September 30, 2011, 8,001 shares of restricted common stock were forfeited upon termination of employment. On March 1, March 2, March 7, and June 23, 2011, 18,281, 29,250, 68,047 and 15,000 shares, respectively, were issued following the exercise of the options for cash at an exercise price of $3.18 per share.
          Following the issuances and cancellations of the shares described above, Navios Holdings had outstanding as of September 30, 2011, 101,686,343 shares of common stock and 8,479 shares of preferred stock.
          In October 2011, Navios Holdings repurchased 73,651 shares of its common stock for a total cost of $0.2 million under its repurchase program (see “Liquidity and Capital Resources” for further discussion on Navios Holdings repurchase program).
Overview
General
          Navios Holdings is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities, including iron ore, coal and grain. We technically and commercially manage our owned fleet, Navios Acquisition’s fleet and Navios Partners’ fleet, and commercially manage our chartered-in fleet. Navios Holdings has in-house ship management expertise that allows it to oversee every step of technical management of its owned fleet, and Navios Partners’ and Navios Acquisition’s fleet, including the shipping operations throughout the life of the vessels and the superintendence of maintenance, repairs and drydocking.
          On August 25, 2005, pursuant to a Stock Purchase Agreement dated February 28, 2005, as amended, by and among International Shipping Enterprises, Inc (“ISE”), Navios Holdings and all the shareholders of Navios Holdings, ISE acquired Navios Holdings through the purchase of all of the outstanding shares of common stock of Navios Holdings. As a result of this acquisition, Navios Holdings became a wholly owned subsidiary of ISE. In addition, on August 25, 2005, simultaneously with the acquisition of Navios Holdings, ISE effected a reincorporation from the State of Delaware to the Republic of the Marshall Islands through a downstream merger with and into its newly acquired wholly owned subsidiary, whose name was and continues to be Navios Maritime Holdings Inc.
          On August 7, 2007, Navios Holdings formed Navios Partners under the laws of Marshall Islands. Navios G.P. L.L.C. (“General Partner”), a wholly owned subsidiary of Navios Holdings, was also formed on that date to act as the general partner of Navios Partners and received a 2% general partner interest in Navios Partners. Navios Partners is an affiliate and is not consolidated under Navios Holdings.
Navios Logistics
          Navios Logistics is one of the largest logistics companies in the Hidrovia region of South America, serving the storage and marine transportation needs of its customers through its port terminals, river and coastal cabotage operations.
          On January 1, 2008, pursuant to a share purchase agreement, Navios Holdings contributed (i) $112.2 million in cash; and (ii) the authorized capital stock of its wholly owned subsidiary Corporation Navios Sociedad Anonima (“CNSA”) in exchange for the issuance and delivery of 12,765 shares of Navios Logistics, representing 63.8% (or 67.2% excluding contingent consideration) of its outstanding stock. Navios Logistics acquired all ownership interests in Horamar in exchange for (i) $112.2 million in cash, of which $5.0 million was kept in escrow, payable upon the attainment of certain EBITDA targets during specified periods through December 2008 (the “EBITDA Adjustment”); and (ii) the issuance of 7,235 shares of Navios Logistics representing 36.2% (or 32.8% excluding contingent consideration) of Navios Logistics’ outstanding stock, of which 1,007 shares were held in escrow pending attainment of certain EBITDA targets. In November 2008, $2.5 million in cash and 503 shares were released from escrow when Horamar achieved the interim EBITDA target.

3


Table of Contents

          On March 20, 2009, August 19, 2009, and December 30, 2009, the agreement pursuant to which Navios Logistics acquired CNSA and Horamar was amended to postpone until June 30, 2010 the date for determining whether the EBITDA target was achieved. On June 17, 2010, $2.5 million in cash and the 504 shares remaining in escrow were released from escrow upon the achievement of the EBITDA target threshold. Navios Holdings currently owns 63.8% of Navios Logistics.
          For a more detailed discussion about the Navios Logistics segment, please see Exhibit 99.1 to this Form 6-K.
Navios Acquisition
          On July 1, 2008, the Company completed the initial public offering (“IPO”) of its subsidiary, Navios Acquisition. At the time of the IPO, Navios Acquisition was a blank check company. In the offering, Navios Acquisition sold 25,300,000 units for an aggregate purchase price of $253.0 million. Simultaneously with the completion of the IPO, the Company purchased private placement warrants of Navios Acquisition for an aggregate purchase price of $7.6 million (“Private Placement Warrants”). Navios Acquisition, at the time, was not a controlled subsidiary of the Company but was accounted for under the equity method due to the Company’s significant influence over Navios Acquisition.
     On May 25, 2010, after its special meeting of stockholders, Navios Acquisition announced the approval of (a) the acquisition of 13 vessels (11 product tankers and two chemical tankers plus options to purchase two additional product tankers) for an aggregate purchase price of $457.7 million, of which $128.7 million was paid from existing cash and the $329.0 million balance was paid with existing and new financing pursuant to the terms and conditions of the Acquisition Agreement by and between Navios Acquisition and Navios Holdings and (b) certain amendments to Navios Acquisition’s amended and restated articles of incorporation.
          Navios Holdings purchased 6,337,551 shares of Navios Acquisition’s common stock for $63.2 million in open market purchases. Moreover, on May 28, 2010, certain shareholders of Navios Acquisition redeemed 10,021,399 shares pursuant to redemption rights granted in the IPO upon de-“SPAC”-ing. As of May 28, 2010, following these transactions, Navios Holdings owned 12,372,551 shares, or 57.3%, of the outstanding common stock of Navios Acquisition. On that date, Navios Holdings acquired control over Navios Acquisition, and consequently concluded a business combination had occurred and consolidated the results of Navios Acquisition from that date until March 30, 2011.
          On March 30, 2011, Navios Holdings exchanged 7,676,000 shares of Navios Acquisition’s common stock it held for non-voting Series C preferred stock of Navios Acquisition (the “Navios Acquisition Share Exchange”) pursuant to an Exchange Agreement entered into on March 30, 2011 between Navios Acquisition and Navios Holdings. The fair value of the exchange was $30.5 million. Following the Navios Acquisition Share Exchange, Navios Holdings’ ownership of the outstanding voting stock of Navios Acquisition decreased to 45% and Navios Holdings no longer controls a majority of the voting power of Navios Acquisition. From that date onwards, Navios Acquisition has been considered an affiliate entity of Navios Holdings and not a controlled subsidiary of the Company, and the investment in Navios Acquisition has been accounted for under the equity method due to the Company’s significant influence over Navios Acquisition. Navios Acquisition is now accounted for under the equity method of accounting based on Navios Holdings’ economic interest in Navios Acquisition, which was 53.7% from March 30, 2011 until September 30, 2011 since the preferred stock is considered to be, in-substance, common stock for accounting purposes. See “Recent Developments” above for a discussion of recent changes to Navios Holdings’ voting power and economic interest in Navios Acquisition.
          On March 30, 2011, based on the equity method, the Company recorded an investment in Navios Acquisition of $103.3 million, which represents the fair value of the common stock and Series C preferred stock that were held by Navios Holdings on such date. On March 30, 2011, the Company calculated a loss on change in control of $35.3 million, which is equal to the fair value of the Company’s investment in Navios Acquisition of $103.3 million less the Company’s 53.7% interest in Navios Acquisition’s net assets on March 30, 2011.
          Navios Acquisition is an owner and operator of tanker vessels focusing in the transportation of petroleum products (clean and dirty) and bulk liquid chemicals.
Fleet
          The following is the current “core fleet” employment profile (excluding Navios Logistics), including the newbuilds to be delivered, as of November 17, 2011. The current “core fleet” consists of 56 vessels totaling 5.8 million dwt. The 43 vessels in current operation aggregate approximately 4.5 million dwt and have an average age of 5.0 years. Navios Holdings has currently fixed 99.7%, 68.4% and 41.5% of its 2011, 2012 and 2013 available days, respectively, of its fleet (excluding vessels which are utilized to fulfill COAs), representing contracted fees (net of commissions), based on contracted charter rates from its current charter agreements of $312.4 million, $244.7 million and $177.4 million, respectively. Although these fees 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. The average contractual daily charter-out rate for the core fleet (excluding vessels which are utilized to fulfill COAs) is $25,050, $25,586 and $30,023 for 2011, 2012 and 2013, respectively. The average daily charter-in rate for the active long-term charter-in vessels (excluding vessels which are utilized to fulfill COAs) for 2011 is estimated at $10,601.

4


Table of Contents

Owned Vessels
                                                 
                            Charter-              
                            out     Profit     Expiration  
Vessels   Type     Built     DWT     Rate(1)     Share (5)     Date(2)  
Navios Ionian
  Ultra Handymax     2000       52,067       13,726     No     09/18/2012  
Navios Celestial
  Ultra Handymax     2009       58,063       17,550     No     01/24/2012  
Navios Vector
  Ultra Handymax     2002       50,296       10,830     No     04/14/2012  
Navios Horizon
  Ultra Handymax     2001       50,346       10,925     No     12/19/2011  
Navios Herakles
  Ultra Handymax     2001       52,061       13,775     No     02/15/2012  
Navios Achilles
  Ultra Handymax     2001       52,063       25,521 (7)   65%/$20,000 after March 2012     11/17/2013  
Navios Meridian
  Ultra Handymax     2002       50,316       14,250     No     03/19/2012  
Navios Mercator
  Ultra Handymax     2002       53,553       29,783 (7)   65%/$20,000 after March 2012     01/12/2015  
Navios Arc
  Ultra Handymax     2003       53,514       12,350     No     12/25/2011  
Navios Hios
  Ultra Handymax     2003       55,180       13,300     No     03/28/2012  
Navios Kypros
  Ultra Handymax     2003       55,222       20,778       50%/$19,000       01/28/2014  
Navios Ulysses
  Ultra Handymax     2007       55,728       31,281     No     10/12/2013  
Navios Vega
  Ultra Handymax     2009       58,792       15,751     No     05/23/2013  
Navios Astra
  Ultra Handymax     2006       53,468       12,825     No     11/18/2012  
Navios Magellan
  Panamax     2000       74,333       22,800     No     03/28/2012  
Navios Star
  Panamax     2002       76,662       16,958     No     12/04/2012  
Navios Asteriks
  Panamax     2005       76,801                    
Navios Bonavis
  Capesize     2009       180,022       47,400     No     06/29/2014  
Navios Happiness
  Capesize     2009       180,022       52,345 (7)   50%/$32,000 after March 2012     05/24/2014  
Navios Lumen
  Capesize     2009       180,661       29,250 (6)   Yes     02/14/2012  
 
                            39,830 (6)   Yes     12/10/2012  
 
                            43,193 (6)   Yes     12/10/2013  
 
                            42,690 (6)   Yes     12/10/2016  
 
                            39,305 (6)   Yes     12/10/2017  
Navios Stellar
  Capesize     2009       169,001       36,974 (9)   No     12/22/2016  
Navios Phoenix
  Capesize     2009       180,242       17,005     No     11/27/2012 (8)
Navios Antares
  Capesize     2010       169,059       37,590 (9)   No     01/19/2015  
 
                            45,875 (9)   No     01/19/2018  
Navios Buena Ventura
  Capesize     2010       179,259       29,356       50%/$38,500       10/28/2020  
Navios Etoile
  Capesize     2010       179,234       29,356     50% in excess of $38,500     12/02/2020  
Navios Bonheur
  Capesize     2010       179,259       27,888 (7)   50%/$32,000 after March 2012     12/16/2013  
 
                            25,025 (7)             07/17/2022  
Navios Altamira
  Capesize     01/2011       179,165       24,674     No     01/27/2021  
Navios Azimuth
  Capesize     02/2011       179,169       26,469 (7)   50%/$34,500 after March 2012     09/14/2022  
Owned Vessels to be Delivered
                                 
                            Charter-  
                            out  
Vessels   Type     Date     DWT     Rate(1)(10)  
Navios Centaurus
  Panamax     03/2012       81,600       12,825  
Navios Avior
  Panamax     04/2012       81,600       12,716  
Long-term Chartered-in Vessels
                                                 
                                    Charter-        
                            Purchase     out     Expiration  
Vessels   Type     Built     DWT     Option(3)     Rate(1)     Date(2)  
Navios Primavera
  Ultra Handymax     2007       53,464     Yes     13,300       10/07/2012  
Navios Armonia
  Ultra Handymax     2008       55,100     No     13,894       02/17/2012  
Navios Serenity
  Handysize     2011       34,718     Yes (4)     10,756       07/28/2012  
Navios Orion
  Panamax     2005       76,602     No     49,400       12/14/2012  

5


Table of Contents

                                                 
                                    Charter-        
                            Purchase     out     Expiration  
Vessels   Type     Built     DWT     Option(3)     Rate(1)     Date(2)  
Navios Titan
  Panamax     2005       82,936     No     19,000       11/09/2012  
Navios Altair
  Panamax     2006       83,001     No     13,063       09/05/2012  
Navios Esperanza
  Panamax     2007       75,356     No     14,513       02/19/2013  
Navios Marco Polo
  Panamax     2011       80,647     Yes     12,350       12/30/2011  
Torm Antwerp
  Panamax     2008       75,250     Yes              
Golden Heiwa
  Panamax     2007       76,662     No              
Beaufiks
  Capesize     2004       180,310     Yes              
Rubena N
  Capesize     2006       203,233     No              
SC Lotta
  Capesize     2009       169,056     No              
Phoenix Beauty
  Capesize     2010       169,150     No              
King Ore
  Capesize     2010       176,800     No              
Chartered-in Vessels to be Delivered
                                 
            Delivery     Purchase        
Vessels   Type     Date     Option     DWT  
Navios Lyra
  Handysize     09/2012     Yes (4)     34,718  
Navios Koyo
  Capesize     12/2011     Yes     181,000  
Navios Obeliks
  Capesize     07/2012     Yes     180,000  
Navios TBN
  Capesize     12/2013     Yes     180,000  
Navios Oriana
  Ultra Handymax     02/2012     Yes     61,000  
Navios TBN
  Ultra Handymax     05/2013     Yes     61,000  
Navios TBN
  Ultra Handymax     10/2013     Yes     61,000  
Navios TBN
  Panamax     01/2013     Yes     82,100  
Navios TBN
  Panamax     07/2013     Yes (4)     80,500  
Navios TBN
  Panamax     09/2013     Yes (4)     80,500  
Navios TBN
  Panamax     11/2013     Yes (4)     80,500  
Options to Acquire Vessels
                         
            Delivery        
Vessels   Type     Date     DWT  
Navios TBN
  Panamax     H2/2013       82,000  
Navios TBN
  Panamax     H2/2013       82,000  
Navios TBN
  Panamax     H1/2014       82,000  
Navios TBN
  Panamax     H1/2014       82,000  
 
(1)   Daily rate net of commissions.
 
(2)   Expected redelivery basis midpoint of full redelivery period.
 
(3)   Generally, Navios Holdings may exercise its purchase option after three to five years of service.
 
(4)   Navios Holdings holds the initial 50% purchase option on each vessel.
 
(5)   Profit share based on applicable Baltic TC Average exceeding $/day rates listed.
 
(6)   Year eight optional (option to Navios Holdings) included in the table above. Profit sharing is 100% to Navios Holdings until net daily rate of $44,850 and becomes 50/50 thereafter.
 
(7)   Amount represents daily net rate of insurance proceeds following the default of the original charterer. The contracts for these vessels have been temporarily suspended and the vessels have been re-chartered to third parties for variable charter periods. Upon completion of the suspension period, the contracts with the original charterers will resume at amended terms. The obligations of our insurers are reduced by an amount equal to the mitigation charter hire revenues earned under the contracts with third parties and/or the original charterer or the applicable deductibles for any idle periods. The Company has filed claims for all unpaid amounts by the original charterer in respect of the employment of the vessels in the corporate rehabilitation proceedings. The disposition of these claims will be determined by the court at a future date.
 
(8)   Subject to COA of $45,500 per day for the remaining period until first quarter of 2015.
 
(9)   Amount represents daily rate of insurance proceeds following the default of the original charterer. These vessels have been rechartered to third parties for variable charter periods. Obligations of the insurer are reduced by an amount equal to the mitigation charter hire revenues earned under these contracts and the applicable deductibles under the insurance policy.
 
(10)   The charter period is two years from delivery of each vessel.

6


Table of Contents

Charter Policy and Industry Outlook
          Navios Holdings’ policy has been to take a portfolio approach to managing operating risks. This policy led Navios Holdings to time charter-out many of the vessels that it is presently operating (i.e., vessels owned by Navios Holdings or which it has taken into its fleet under charters having a duration of more than 12 months) for periods up to 12 years at inception 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. 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 and forward freight agreements (“FFAs”).
          In 2008 and 2009, this policy had the effect of generating Time Charter Equivalents (“TCE”) that, while high by the average historical levels of the drybulk freight market over the last 30 years, were below those which could have been earned had the Navios Holdings’ fleet been operated purely on short-term and/or spot employment. In 2010 and during the nine month period ended September 2011, this chartering policy had the effect of generating TCE that were 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 $10,354 per day for the nine month period ended September 30, 2011. The average long-term charter-in hire rate per vessel is included in the amount of long-term hire included elsewhere in this document and was computed by (a) multiplying (i) the daily charter-in rate for each vessel by (ii) the number of days the vessel is in operation for the year and (b) dividing such product by the total number of vessel days for the year. These rates exclude gains and losses from FFAs. Furthermore, Navios Holdings has the ability to increase its owned fleet through purchase options at favorable prices relative to the current market exercisable in the future.
          Navios Holdings believes that a decrease in global commodity demand from its current level, and the delivery of drybulk carrier new buildings into the world fleet, could have an adverse impact on future revenue and profitability. However, the operating cost advantage of Navios Holdings’ owned vessels and long-term chartered fleet, which is chartered-in at favorable rates, will continue to help mitigate the impact of the declines in freight rates. A reduced freight rate environment may also have an adverse impact on the value of Navios Holdings’ owned fleet and any purchase options that are currently in the money. In reaction to a decline in freight rates, available ship financing has also been negatively impacted.
          Navios Holdings currently owns 63.8% of Navios Logistics. Navios Logistics owns and operates vessels, barges and push boats located mainly in Argentina, the largest bulk transfer and storage port facility in Uruguay, and an upriver liquid port facility located in Paraguay. 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 would be adversely affected.
Factors Affecting Navios Holdings’ Results of Operations
          We believe the principal factors that will affect our 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 our vessels engage in business. Please read “Risk Factors” included in Navios Holdings’ 2010 annual report on Form 20-F filed with the Securities and Exchange Commission for a discussion of certain risks inherent in our 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 voyage charter or 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.
          Navios Holdings believes that the important measures for analyzing trends in its results of operations consist of the following:
    Market Exposure: Navios Holdings manages the size and composition of its fleet by chartering and owning vessels in order to adjust to anticipated changes in market rates. Navios Holdings aims to achieve an appropriate balance between owned vessels and long and short term chartered-in vessels and controls approximately 5.8 million dwt in drybulk tonnage. Navios Holdings’ options to extend the charter duration of vessels it has under long-term time charter (durations of over 12 months) and its purchase options on chartered vessels permit Navios Holdings to adjust the cost and the fleet size to correspond to market conditions.

7


Table of Contents

    Available days: Available days is the total number of days a vessel is controlled by a company less the aggregate number of days that the vessel is off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues.
 
    Operating days: Operating days is the number of available days in a period less the aggregate number of days that the vessels are off-hire due to any reason, including lack of demand or unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.
 
    Fleet utilization: Fleet utilization is obtained by dividing the number of operating days during a period by the number of available days during the period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning.
 
    TCE rates: TCE rates are defined as voyage and time charter revenues less voyage expenses during a period divided by the number of available days during the period. The TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charter hire rates for vessels on voyage charters are generally not expressed in per day amounts, while charter hire rates for vessels on time charters generally are expressed in such amounts.
 
    Equivalent vessels: Equivalent vessels data is the available days of the fleet divided by the number of the calendar days in the period.
Voyage and Time Charter
     Revenues are driven primarily by the number 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:
    the duration of the charters;
 
    the level of spot market rates at the time of charters;
 
    decisions relating to vessel acquisitions and disposals;
 
    the amount of time spent positioning vessels;
 
    the amount of time that vessels spend in drydock undergoing repairs and upgrades;
 
    the age, condition and specifications of the vessels; and
 
    the aggregate level of supply and demand in the drybulk shipping industry.
          Time charters are available for varying periods, ranging from a single trip (spot charter) to a long-term period which may be many years. 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, 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, which consist of revenue from vessels operating on time charters and voyage revenue less voyage expenses from vessels operating on voyage charters in the spot market, 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 revenue 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 core fleet is 5.6 years. However, as such 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.

8


Table of Contents

Spot Charters, Contracts of Affreightment (COAs), and Forward Freight Agreements (FFAs)
          Navios Holdings enhances vessel utilization and profitability through a mix of voyage charters, short-term charter-out contracts, COAs and strategic backhaul cargo contracts.
          Navios Holdings enters into drybulk shipping FFAs as economic hedges relating to identifiable ship and/or cargo positions and as economic hedges of transactions the Company expects to carry out in the normal course of its shipping business. By utilizing certain derivative instruments, including drybulk shipping FFAs, the Company manages the financial risk associated with fluctuating market conditions. In entering into these contracts, the Company has assumed the risks relating to the possible inability of counterparties to meet the terms of their contracts.
          As of September 30, 2011 and December 31, 2010, none of Navios Holdings’ FFAs qualified for hedge accounting treatment. Drybulk FFAs traded by Navios Holdings that do not qualify for hedge accounting are shown at fair value in the balance sheet and changes in fair value are recorded in the statement of operations.
          FFAs cover periods generally ranging from one month to one year and are based on time charter rates or freight rates on specific quoted routes. FFAs are executed either over-the-counter, between two parties, or through NOS ASA, a Norwegian clearing house, and LCH, the London clearing house. FFAs are settled in cash monthly based on publicly quoted indices.
          NOS ASA and LCH call for both base and margin collaterals, which are funded by Navios Holdings, and which in turn substantially eliminates counterparty risk. Certain portions of these collateral funds may be restricted at any given time as determined by NOS ASA and LCH.
          At the end of each calendar quarter, the fair value of drybulk shipping FFAs traded over-the-counter are determined from an index published in London, United Kingdom and the fair value of those FFAs traded with NOS ASA and LCH are determined from the NOS ASA and LCH valuations accordingly. Navios Holdings has implemented specific procedures designed to respond to credit risk associated with over-the-counter trades, including the establishment of a list of approved counterparties and a credit committee which meets regularly.
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 these types of charters, management does not identify expenses, profitability or other financial information for these charters. The reportable segments reflect the internal organization of the Company and are strategic businesses that offer different products and services. The Company has three reportable segments from which it derives its revenues: Drybulk Vessel Operations, Tanker Vessel Operations and Logistics Business. The Drybulk Vessel Operations business consists of transportation and handling of bulk cargoes through ownership, operation, and trading of vessels, freight, and FFAs. For Navios Holdings’ reporting purposes, Navios Logistics is considered as one reportable segment, the Logistics Business segment. The Logistics Business segment consists of our port terminal business, barge business and cabotage business in the Hidrovia region of South America. Following the formation of Navios Acquisition in 2010, the Company included an additional reportable segment, the Tanker Vessel Operations business, which consists of transportation and handling of liquid cargoes through ownership, operation, and trading of tanker vessels. Navios Holdings measures segment performance based on net income. From March 30, 2011, following the Navios Acquisition deconsolidation, this segment no longer exists.
          For a more detailed discussion about Navios Logistics segment, refer to Exhibit 99.1 to this Form 6-K.
Period over Period Comparisons
          For the Three Month Period Ended September 30, 2011 compared to the Three Month Period Ended September 30, 2010
          The following table presents consolidated revenue and expense information for the three month periods ended September 30, 2011 and 2010. This information was derived from the unaudited condensed consolidated revenue and expense accounts of Navios Holdings for the respective periods.

9


Table of Contents

                 
    Three Month     Three Month  
    Period Ended     Period Ended  
    September 30,     September 30,  
    2011     2010  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Revenue
  $ 173,810     $ 170,177  
Time charter, voyage and port terminal expenses
    (73,162 )     (69,392 )
Direct vessel expenses
    (28,236 )     (26,212 )
General and administrative expenses
    (12,436 )     (20,005 )
Depreciation and amortization
    (24,622 )     (23,864 )
Interest income/expense and finance cost, net
    (24,272 )     (22,487 )
Loss on derivatives
    (3 )     (37 )
Gain on sale of assets
    35        
Other expense, net
    (3,437 )     (3,799 )
 
           
Income before equity in net earnings of affiliated companies
    7,677       4,381  
Equity in net earnings of affiliated companies
    7,956       9,661  
 
           
Income before taxes
    15,633       14,042  
Income tax benefit/(expense)
    317       (244 )
 
           
Net income
    15,950       13,798  
Less: Net loss attributable to the noncontrolling interest
    340       842  
 
           
Net income attributable to Navios Holdings common stockholders
  $ 16,290     $ 14,640  
 
           
     Set forth below are selected historical and statistical data for Navios Holdings for each of the three month period ended September 30, 2011 and 2010 that the Company believes may be useful in better understanding the Company’s financial position and results of operations.
                 
    Three Month Period Ended
    September 30,
    2011   2010
FLEET DATA
               
Available days
    4,096       4,032  
Operating days
    4,070       4,024  
Fleet utilization
    99.4 %     99.8 %
Equivalent vessels
    45       44  
AVERAGE DAILY RESULTS
               
Time Charter Equivalents
  $ 22,884     $ 24,598  
          During the three month period ended September 30, 2011, there were 64 more available days as compared to the same period of 2010 due to an increase of 371 available days of owned vessels mainly attributable to the delivery of the owned newbuilding vessels at various times during 2010 and first quarter of 2011. This increase was partially offset by a decrease in short and long term fleet available days by 181 days and 126 days, respectively. Navios Holdings can increase or decrease its fleet’s size by chartering-in vessels for long or short-term periods (less than one year).
          The average TCE rate for the three month period ended September 30, 2011 was $22,884 per day, $1,714 per day lower than the rate achieved in the same period of 2010. This was primarily due to the slowdown in the freight market resulting in lower charter-out daily rates in the third quarter of 2011 than those achieved in the third quarter of 2010.
          Revenue: Revenue from drybulk vessel operations for the three months ended September 30, 2011 was $105.0 million as compared to $106.8 million for the same period during 2010. The decrease in drybulk revenue was mainly attributable to (i) a decrease in short-term charter-in and long-term charter-in fleet available days by 181 days and 127 days, respectively, and (ii) a decrease in TCE rate per day by 7.0% to $22,884 per day in the third quarter of 2011 as compared to $24,598 per day in the same period of 2010. This decrease was partially offset by an increase in available days for owned vessels by 17.5% to 2,489 days in the third quarter of 2011 from 2,118 days in the same period of 2010.
          Revenue from the logistics business was $68.8 million for the three months ended September 30, 2011 as compared to $55.3 million for the same period of 2010. This increase was mainly attributable to (i) the new vessels, the Stavroula and the San San H (formerly known as the Jiujiang), which commenced operations in October 2010 and March 2011, respectively; and (ii) an increase in volumes of iron ore transportation. This increase was partially offset by a decrease in volumes moved in the dry port terminal.
          Following Navios Acquisition Share Exchange, and the deconsolidation of Navios Acquisition on March 30, 2011, there was no revenue from tanker vessel operations for the three months ended September 30, 2011. During the corresponding period of 2010, revenue from tanker vessel operations for the three month period ended September 30, 2010 was $8.1 million. Following the delivery of certain product tankers, the Ariadne Jacob on July 2, 2010 and the Colin Jacob on June 29, 2010, and the VLCC Acquisition on September 10, 2010, Navios Acquisition had 308 available days at a TCE rate of $26,129.
          Time Charter, Voyage and Port Terminal Expenses: Time charter, voyage and port terminal expenses increased by $3.8 million or 5.5% to $73.2 million for the three month period ended September 30, 2011, as compared to $69.4 million for same period in 2010. Of the total amounts for the three month period ended September 30, 2011 and 2010, $35.0 million and $23.8 million, respectively, related to Navios Logistics. This increase was mainly due to (a) an increase in Paraguayan liquid port’s volume and in an increase of the price of products sold; and (b) an increase in volumes of iron ore transportation. This increase in Navios Logistics was partially offset by a decrease in the fuel expenses of the cabotage vessels due to employment under time charter contracts.

10


Table of Contents

          The drybulk time charter, voyage and port terminal expenses decreased by $7.3 million or 16.0% to $38.2 million for the three month period ended September 30, 2011, as compared to $45.5 million for the same period in 2010. This was primarily due to a decrease in the short-term and long-term fleet activity (as discussed above).
          Following Navios Acquisition Share Exchange, and the deconsolidation of Navios Acquisition on March 30, 2011, there was no time charter, voyage and port terminal expenses from tanker vessel operations for the three month period ended September 30, 2011. During the corresponding period of 2010, time charter, voyage and port terminal expenses were below $0.1 million.
          Direct Vessel Expenses: Direct vessel expenses increased by $2.0 million or 7.6% to $28.2 million for the three month period ended September 30, 2011, as compared to $26.2 million for the same period in 2010. Direct vessel expenses include crew costs, provisions, deck and engine stores, lubricating oils, insurance premiums and costs for maintenance and repairs. Of the total amounts for the three month period ended September 30, 2011 and 2010, $18.0 million and $14.6 million, respectively, related to Navios Logistics. This increase was mainly due to (a) additional operating expenses generated by the new vessels, the Stavroula and the San San H (formerly known as the Jiujiang), which commenced operations in October 2010 and March 2011, respectively; and (b) an increase in crew costs, spares and maintenance costs related to the barge business.
          The drybulk direct vessel expenses increased by $1.1 million or 12.1% to $10.2 million for the three month period ended September 30, 2011, as compared to $9.1 million for the same period in 2010. The increase resulted primarily from an increase in available days for owned vessels by 17.5% to 2,489 days in the third quarter of 2011 from 2,118 days in the same period of 2010.
          Following Navios Acquisition Share Exchange, and the deconsolidation of Navios Acquisition on March 30, 2011 as a result thereof, there were no direct vessel expenses from tanker vessel operations for the three months ended September 30, 2011. During the corresponding period of 2010, direct vessel expenses were $2.5 million.
          General and Administrative Expenses: General and administrative expenses of Navios Holdings are composed of the following:
                 
    Three Month Period     Three Month Period  
    Ended     Ended  
    September 30, 2011     September 30, 2010  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Payroll and related costs(1)
  $ 5,354     $ 3,823  
Professional, legal and audit fees(1)
    1,553       1,041  
Navios Acquisition
          8,428  
Navios Logistics(2)
    3,447       3,502  
Other(1)
    42       615  
 
           
Sub-total
    10,396       17,409  
 
           
Credit risk insurance
    2,040       2,596  
 
           
General and administrative expenses
  $ 12,436     $ 20,005  
 
           
 
(1)   Excludes the logistics business and tanker vessels business, which are reflected in the line items for Navios Logistics and Navios Acquisition.
 
(2)   Excludes $0.1 million administrative management services provided by Navios Holdings as per administrative agreement with Navios Logistics.
          The decrease in general and administrative expenses by $7.6 million or 38.0% to $12.4 million for the three month period ended September 30, 2011, as compared to $20.0 million for the same period of 2010, was mainly attributable to (a) a $8.4 million decrease due to the deconsolidation of Navios Acquisition; (b) a $0.6 million decrease in other general and administrative expenses; (c) a $0.6 million decrease in credit risk insurance fees; and (d) a $0.1 million decrease in general and administrative expenses attributable to the logistics business. This decrease was partially offset by (a) a $1.6 million increase in payroll and other related costs consisting of $1.1 million increase in payroll costs and a $0.5 million increase in stock plan expenses; and (b) a $0.5 million increase in professional, legal and audit fees.
          Depreciation and Amortization: For the three month period ended September 30, 2011, depreciation and amortization increased by $0.7 million or 2.9% to $24.6 million, as compared to $23.9 million for the same period in 2010. The increase was primarily due to (a) an increase in depreciation of drybulk vessels by $2.8 million due to the increase in the number of the owned fleet vessels; and (b) an increase of $0.3 million in amortization of favorable and unfavorable leases. This increase was mitigated by a decrease of $2.4 million attributable to Navios Acquisition as a result of the deconsolidation of Navios Acquisition on March 30, 2011.
          Interest Income/Expense and Finance Cost, Net: Interest income/expense and finance cost, net for the three month period ended September 30, 2011 increased by $1.8 million or 8.0% to $24.3 million, as compared to $22.5 million in the same period of 2010. This increase was mainly due to (a) a $4.2 million increase in interest expense and finance cost attributable to Navios Logistics,

11


Table of Contents

following the issuance of $200.0 million of senior notes in April 2011; and (b) a $0.3 million decrease in interest income attributable to Navios Acquisition. This increase was partially offset by (a) a decrease in amortization of financing costs and bond coupon expenses by $1.4 million; (b) a $1.0 million decrease in interest expense and finance cost as a result of the deconsolidation of Navios Acquisition on March 30, 2011; (c) a $0.2 million increase in interest income attributable to Navios Logistics; and (d) a $0.1 million increase in interest income attributable to Navios Holdings.
          Loss on Derivatives: Loss on derivatives was below $0.1 million for both three month periods ended September 30, 2011 and 2010, respectively. There is no gain on derivatives relating to the logistics business and tanker vessel operations. Navios Holdings records the change in the fair value of derivatives at each balance sheet date. The FFA market has experienced significant volatility in the past few years and, accordingly, recognition of the changes in the fair value of FFAs has, and can, cause significant volatility in earnings. The extent of the impact on earnings is dependent on two factors: market conditions and Navios Holdings’ net position in the market. Market conditions were volatile in both periods. As an indicator of volatility, selected Baltic Exchange Panamax time charter average rates are shown below.
         
    Baltic
    Exchange’s
    Panamax Time
    Charter
    Average Index
August 4, 2011
  $ 11,772 (a)
September 15, 2011
  $ 14,033 (b)
September 30, 2011
  $ 13,813 (*)
July 12, 2010
  $ 15,648 (c)
September 9, 2010
  $ 27,329 (d)
September 30, 2010
  $ 19,784 (*)
 
(a)   Low for Q3 — 2011
 
(b)   High for Q3 — 2011
 
(c)   Low for Q3 — 2010
 
(d)   High for Q3 — 2010
 
(*)   End of period rate
          Other Expense, Net: Other expense, net decreased by $0.4 million or 10.5% to $3.4 million for the three month period ended September 30, 2011, as compared to $3.8 million for the same period in 2010. This decrease was mainly due to a decrease of $0.7 million in other expenses, net, of Navios Logistics mainly attributable to a lower provision for bad debts as compared to the same period of 2010. This decrease was partially offset by (a) a $0.1 million increase in net miscellaneous expenses; and (b) a $0.2 million decrease in interest income from finance leases. Other expense, net from tanker vessel operations was less than $0.1 million for both the three month periods ended September 30, 2011 and 2010, respectively.
          Equity in Net Earnings of Affiliated Companies: Equity in net earnings of affiliated companies decreased by $1.7 million or 17.5% to $8.0 million for the three month period ended September 30, 2011, as compared to $9.7 million equity in earnings for the same period in 2010. This decrease was mainly due to a $2.4 million decrease in investment income, resulting from (a) a $1.1 million negative contribution under the equity method relating to Navios Acquisition during the three month period ended September 30, 2011; and (b) a $1.3 million net decrease in contribution relating to Navios Partners. The overall variance of $2.4 million was mitigated by a $0.7 million increase in the amortization of deferred gain, as described in more detail below. The Company recognizes the gain from the sale of vessels to Navios Partners 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”) (see also “Related Party Transactions”). 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.
          Income Tax Benefit/ (Expense): Income taxes decreased by $0.5 million to a gain of $0.3 million for the three month period ended September 30, 2011, as compared to a loss of $0.2 million for the same period in 2010. The main reason was the $0.5 million decrease in loss from income taxes of Navios Logistics.
          Net Loss Attributable to the Noncontrolling Interest: Net loss attributable to noncontrolling interest decreased by $0.5 million to $0.3 million for the three month period ended September 30, 2011, as compared to $0.8 million for the same period in 2010. This decrease was due to a $2.5 million decrease in loss attributable to the noncontrolling interest of Navios Acquisition as a result of the deconsolidation of Navios Acquisition on March 30, 2011. This decrease was partially offset by an increase of $2.0 million in Navios Logistics’ net income attributable to the noncontrolling interest, mainly due to the acquisition of the noncontrolling interests of its joint ventures on July 25, 2011.

12


Table of Contents

          For the Nine Month Period Ended September 30, 2011 compared to the Nine Month Period Ended September 30, 2010
          The following table presents consolidated revenue and expense information for the nine month periods ended September 30, 2011 and 2010. This information was derived from the unaudited consolidated revenue and expense accounts of Navios Holdings for the respective periods.
                 
    Nine Month     Nine Month  
    Period Ended     Period Ended  
    September 30, 2011     September 30, 2010  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Revenue
  $ 520,935     $ 489,991  
Time charter, voyage and port terminal expenses
    (197,124 )     (218,123 )
Direct vessel expenses
    (90,481 )     (67,365 )
General and administrative expenses
    (39,121 )     (43,549 )
Depreciation and amortization
    (82,340 )     (71,171 )
Interest income/expense and finance cost, net
    (78,842 )     (64,878 )
(Loss)/gain on derivatives
    (85 )     4,005  
Gain on sale of assets
    38,822       26,134  
(Loss)/gain on change in control
    (35,325 )     17,742  
Loss on bond extinguishment
    (21,199 )      
Other expense, net
    (8,157 )     (10,603 )
 
           
Income before equity in net earnings of affiliated companies
    7,083       62,183  
Equity in net earnings of affiliated companies
    22,702       29,417  
 
           
Income before taxes
    29,785       91,600  
Income tax benefit
    136       657  
 
           
Net income
    29,921       92,257  
Less: Net (income)/loss attributable to the noncontrolling interest
    (911 )     193  
Preferred stock dividends of subsidiary
    (27 )      
Add: Preferred stock dividends attributable to the noncontrolling interest
    12        
 
           
Net income attributable to Navios Holdings common stockholders
  $ 28,995     $ 92,450  
 
           
          Set forth below are selected historical and statistical data for Navios Holdings for each of the nine month periods ended September 30, 2011 and 2010 that the Company believes may be useful in better understanding the Company’s financial position and results of operations.
                 
    Nine Month Period Ended
    September 30,
    2011   2010
    (unaudited)   (unaudited)
FLEET DATA
               
Available days
    12,207       12,140  
Operating days
    12,078       12,106  
Fleet utilization
    98.9 %     99.7 %
Equivalent vessels
    45       44  
AVERAGE DAILY RESULTS
               
Time Charter Equivalents
  $ 23,727     $ 25,298  
          During the nine month period ended September 30, 2011, there were 67 more available days as compared to the same period of 2010 mainly due to an increase of 1,319 available days of owned vessels following the delivery of owned newbuilding vessels. That was offset by a decrease in short-term and long-term fleet available days by 386 days and 866 days, respectively. Navios Holdings can increase or decrease its fleet’s size by chartering-in vessels for long-term or short-term periods (less than one year).
          The average TCE rate for the nine month period ended September 30, 2011 was $23,727 per day, $1,571 per day lower than the rate achieved in the same period of 2010. This was primarily due to the slowdown in the freight market resulting in lower charter-out daily rates during the nine months ended September 30, 2011 than those achieved in the same period of 2010.
          Revenue: Revenue from drybulk vessel operations for the nine months ended September 30, 2011 was $327.9 million as compared to $338.7 million for the same period during 2010. The decrease in drybulk revenue was mainly attributable to (i)

13


Table of Contents

a decrease in short-term charter-in and long-term charter-in fleet available days by 386 days and 866 days, respectively, and (ii) a decrease in TCE rate per day by 6.2% to $23,727 per day during the nine month period ended September 30, 2011 as compared to $25,298 per day in the same period of 2010. This decrease was partially offset by an increase in available days for owned vessels by 20.8% to 7,649 days during the nine month period ended September 30, 2011 from 6,330 days in the same period of 2010.
          Revenue from the logistics business was $167.9 million for the nine months ended September 30, 2011 as compared to $143.2 million during the same period of 2010. This increase was mainly attributable to (i) the new vessels, the Stavroula and the San San H (formerly known as the Jiujiang), which commenced operations in October 2010 and March 2011, respectively; and (ii) an increase in volumes of iron ore transportation. This increase was partially offset by a decrease in volumes in the dry port terminal.
          Following the Navios Acquisition Share Exchange, and the deconsolidation of Navios Acquisition on March 30, 2011, there was no revenue from tanker vessel operations from that date onwards. Revenue from tanker vessel operations for the nine month period ended September 30, 2011 was $25.1 million. Following the delivery of a chemical tanker, the Nave Polaris, on January 27, 2011, Navios Acquisition had 874 available days and a TCE rate of $29,558. During the corresponding period of 2010, revenue from tanker vessel operations for the nine month period ended September 30, 2010 was $8.1 million. Following the VLCC Acquisition and the acquisitions of the Colin Jacob in June 2010 and the Ariadne Jacob in July 2010, Navios Acquisition had 309 available days at a TCE of $26,084 for the nine month period ended September 30, 2010.
          Time Charter, Voyage and Port Terminal Expenses: Time charter, voyage and port terminal expenses decreased by $21.0 million or 9.6% to $197.1 million for the nine month period ended September 30, 2011, as compared to $218.1 million for the same period in 2010. Of the total amounts for the nine month period ended September 30, 2011 and 2010, $73.1 million and $64.8 million, respectively, related to Navios Logistics. This increase was mainly due to (a) an increase in the Paraguayan port’s volume; (b) an increase of volume of iron ore transportation; (c) an increase in the operating costs of the Navios Logistics port facilities in Uruguay and Paraguay; and (d) an increase of the price of products sold.
          The drybulk time charter, voyage and port terminal expenses decreased by $29.7 million or 19.4% to $123.6 million for the nine month period ended September 30, 2011, as compared to $153.3 million for the same period in 2010. This was primarily due to a decrease in the short-term and long-term fleet activity (as discussed above).
          Time charter, voyage and port terminal expenses from tanker vessel operations for the nine month period ended September 30, 2011 were $0.4 million. During the corresponding period of 2010, time charter, voyage and port terminal expenses were below $0.1 million.
          Direct Vessel Expenses: Direct vessel expenses increased by $23.1 million or 34.3% to $90.5 million for the nine month period ended September 30, 2011, as compared to $67.4 million for the same period in 2010. Direct vessel expenses include crew costs, provisions, deck and engine stores, lubricating oils, insurance premiums and costs for maintenance and repairs. Of the total amounts for the nine month period ended September 30, 2011 and 2010, $48.0 million and $36.8 million, respectively, related to Navios Logistics. This increase was mainly due to (a) additional operating expenses generated by the new vessels, the Stavroula and the San San H (formerly known as the Jiujiang), which commenced operations in October 2010 and March 2011, respectively; and (b) an increase in crew costs, and repairs and maintenance costs related to the barge business.
          The drybulk direct vessel expenses increased by $6.8 million or 24.2% to $34.9 million for the nine month period ended September 30, 2011, as compared to $28.1 million for the same period in 2010. The increase resulted primarily from an increase in available days for owned vessels by 20.8% to 7,649 days during the nine month period ended September 30, 2011 from 6,330 days in the same period of 2010.
          Direct vessel expenses from tanker vessel operations was $7.6 million for the nine month period ended September 30, 2011 as compared to $2.5 million for the same period in 2010. This increase was mainly due to the increase in available days for owned vessels by 565 days to 874 days during the nine month period ended September 30, 2011 from 309 days in the same period in 2010, as a result of the delivery of a chemical tanker, the Nave Polaris, on January 27, 2011, the VLCC Acquisition and the acquisitions of the Colin Jacob in June 2010 and the Ariadne Jacob in July 2010.
          Following Navios Acquisition Share Exchange, and the deconsolidation of Navios Acquisition on March 30, 2011, there were no direct vessels expenses from tanker operations from that date onwards.
          General and Administrative Expenses: General and administrative expenses of Navios Holdings are composed of the following:

14


Table of Contents

                 
    Nine Month Period     Nine Month Period  
    Ended     Ended  
    September 30, 2011     September 30, 2010  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Payroll and related costs(1)
  $ 16,777     $ 11,908  
Professional, legal and audit fees(1)
    4,219       3,488  
Navios Acquisition
    1,025       8,514  
Navios Logistics(2)
    10,118       9,308  
Other(1)
    585       2,110  
 
           
Sub-total
    32,724       35,328  
 
           
Credit risk insurance
    6,397       8,221  
 
           
General and administrative expenses
  $ 39,121     $ 43,549  
 
           
 
(1)   Excludes the logistics business and tanker vessels business, which are reflected in the line items for Navios Logistics and Navios Acquisition.
 
(2)   Excludes $0.3 million administrative management services provided by Navios Holdings as per administrative agreement with Navios Logistics.
          The decrease in general and administrative expenses by $4.4 million or 10.1% to $39.1 million for the nine month period ended September 30, 2011, as compared to $43.5 million for the same period of 2010, was mainly attributable to (a) a $7.5 million decrease due to deconsolidation of Navios Acquisition; (b) a $1.5 million decrease in other general and administrative expenses; and (c) a $1.8 million decrease in credit risk insurance fees. This decrease was partially offset by (a) a $4.9 million increase in payroll and other related costs consisting of a $3.6 million increase in payroll costs and a $1.3 million increase in stock plan expenses; (b) a $0.7 million increase in professional, legal and audit fees; and (c) a $0.8 million increase in general and administrative expenses attributable to the logistics business.
          Depreciation and Amortization: For the nine month period ended September 30, 2011, depreciation and amortization increased by $11.1 million or 15.6% to $82.3 million, as compared to $71.2 million for the same period in 2010. The increase was primarily due to (a) an increase in depreciation of drybulk vessels by $7.4 million due to the increase in the number of the owned fleet vessels; and (b) an increase of $5.7 million attributable to Navios Acquisition. This increase was mitigated by (a) a $0.3 million decrease in logistics business; and (b) a decrease of $1.7 million in amortization of favorable and unfavorable leases.
          Interest Income/Expense and Finance Cost, Net: Interest income/expense and finance cost, net for the nine month period ended September 30, 2011 increased by $13.9 million or 21.4% to $78.8 million, as compared to $64.9 million in the same period of 2010. This increase was due to (a) a $8.7 million increase in interest expense and finance cost attributable to Navios Logistics, following the issuance of $200.0 million of senior notes in April 2011; (b) interest expense and finance cost, net attributable to Navios Acquisition amounting to $7.4 million; and (c) a $0.1 million decrease in interest income attributable to Navios Holdings. This increase was partially offset by (a) a decrease in amortization of financing costs by $1.8 million and (b) a $0.5 million increase in interest income attributable to Navios Logistics.
          (Loss)/Gain on Derivatives: Gain on derivatives decreased by $4.1 million to a loss of $0.1 million during the nine month period ended September 30, 2011, as compared to a gain of $4.0 million for the same period in 2010. Navios Holdings records the change in the fair value of derivatives at each balance sheet date. The FFA market has experienced significant volatility in the past few years and, accordingly, recognition of the changes in the fair value of FFAs has, and can, cause significant volatility in earnings. The extent of the impact on earnings is dependent on two factors: market conditions and Navios Holdings’ net position in the market. Market conditions were volatile in both periods. As an indicator of volatility, selected Baltic Exchange Panamax time charter average rates are shown below.
         
    Baltic
    Exchange’s
    Panamax Time
    Charter
    Average Index
February 2, 2011
  $ 10,372 (a)
March 11, 2011
  $ 17,115 (b)
September 30, 2011
  $ 13,813 (*)
July 12, 2010
  $ 15,648 (c)
May 20, 2010
  $ 37,099 (d)
September 30, 2010
  $ 19,784 (*)
 
(a)   Low for nine months — 2011
 
(b)   High for nine months — 2011
 
(c)   Low for nine months — 2010
 
(d)   High for nine months — 2010
 
(*)   End of period rate

15


Table of Contents

     Gain on Sale of Assets: The gain on sale of assets for the nine month period ended September 30, 2011 was $38.8 million, which resulted from the sale of the Navios Luz and the Navios Orbiter to Navios Partners on May 19, 2011 for a total consideration of $130.0 million, of which $120.0 million was paid in cash and $10.0 million was paid in newly issued common units of Navios Partners. During the same period in 2010, the gain on sale of assets was $26.1 million resulting from (a) a gain of $23.8 million from the sale of the Navios Hyperion, (b) a gain of $0.6 million from the sale of the Navios Aurora II and (c) a gain of $1.7 from the sale of the Navios Pollux to Navios Partners on January 8, 2010, March 18, 2010 and May 21, 2010, respectively.
          Gain/(Loss) on Change in Control: On March 30, 2011, Navios Holdings completed the Navios Acquisition Share Exchange whereby Navios Holdings exchanged 7,676,000 shares of Navios Acquisition’s common stock it held for non-voting Series C preferred stock of Navios Acquisition pursuant to an Exchange Agreement entered into on March 30, 2011 between Navios Acquisition and Navios Holdings. From that date onwards, Navios Acquisition has been considered an affiliate entity of Navios Holdings and not a controlled subsidiary of the Company, and the investment in Navios Acquisition has been accounted for under the equity method due to the Company’s significant influence over Navios Acquisition. Navios Acquisition is now accounted for under the equity method of accounting based on Navios Holdings’ 53.7% economic interest in Navios Acquisition, since the preferred stock is considered to be, in substance, common stock from an accounting perspective. On March 30, 2011, based on the equity method, the Company recorded an investment in Navios Acquisition of $103.3 million, which represents the fair value of the common stock and Series C preferred stock that were held by Navios Holdings on such date. On March 30, 2011, the Company accounted a loss on change in control of $35.3 million, which is equal to the fair value of the Company’s investment in Navios Acquisition of $103.3 million less the Company’s portion of Navios Acquisition’s net assets on March 30, 2011.
          During the same period of 2010, the gain on change in control for the nine month period ended September 30, 2010 was $17.7 million in connection with Navios Acquisition. Upon obtaining control of Navios Acquisition, the investment in common shares and the investment in warrants were remeasured to fair value, resulting in a gain of $17.7 million and noncontrolling interest (the number of shares not controlled by the Company) was recognized at fair value, (the public share price as of May 28, 2010 of $6.56), amounting to $60.6 million.
          Loss on Bond Extinguishment: In December 2006, the Company issued $300.0 million in senior notes at a fixed rate of 9.5% due on December 15, 2014 (the “2014 Notes”). On January 28, 2011, Navios Holdings completed the sale of $350.0 million of 8.125% Senior Notes due 2019 (the “2019 Notes”). The net proceeds from the sale of the 2019 Notes were used to redeem all of the 2014 Notes and pay related transaction fees and expenses and for general corporate purposes. As a result of such transaction, we recorded expenses from bond extinguishment of $21.2 million.
          Other Expense, Net: Other expense, net decreased by $2.4 million or 22.6% to $8.2 million for the nine month period ended September 30, 2011, as compared to $10.6 million for the same period in 2010. This decrease was mainly due to (a) a $1.8 million decrease in net miscellaneous expenses mainly due to decrease in provision for bad debts; and (b) a decrease of $1.5 million in other expenses, net of Navios Logistics mainly due to a lower provision for bad debts as compared to the same period of 2010. This decrease was partially offset by a $0.9 million decrease in interest income from finance leases.
          Other expense, net from tanker vessel operations was less than $0.1 million for both the nine month period ended September 30, 2011 and 2010, respectively.
          Equity in Net Earnings of Affiliated Companies: Equity in net earnings of affiliated companies decreased by $6.7 million or 22.8% to $22.7 million for the nine month period ended September 30, 2011, as compared to $29.4 million for the same period in 2010. This decrease was mainly due to (a) a $3.0 million decrease in investment income resulting from a $1.8 million negative contribution under the equity method relating to Navios Acquisition during the nine month period ended September 30, 2011 and a $1.2 million net decrease in contribution relating to Navios Partners; and (b) a $3.7 million decrease in the amortization of deferred gain. The Company recognizes the gain from the sale of vessels to Navios Partners 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”) (see also “Related Party Transactions”). 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.
          Income Tax Benefit: Income tax benefit decreased by $0.6 million to $0.1 million for the nine month period ended September 30, 2011, as compared to $0.7 million for the same period in 2010. The main reason was the $0.6 million decrease in gain from income taxes of Navios Logistics.
          Net (Income)/Loss Attributable to the Noncontrolling Interest: Net income attributable to the noncontrolling interest increased by $1.1 million to $0.9 million of income for the nine month period ended September 30, 2011, as compared to a loss of $0.2 million for the same period in 2010. This increase was due to a $2.4 million decrease in loss attributable to the noncontrolling interest of Navios Acquisition as a result of the deconsolidation of Navios Acquisition on March 30, 2011. This increase was partially offset by a decrease of $1.3 million in Navios Logistics noncontrolling interest mainly due to the acquisition of the noncontrolling interests of its joint ventures on July 25, 2011 and the fact that Navios Logistics net income for the nine month period ended September 30, 2011 decreased compared to the corresponding period in 2010.

16


Table of Contents

Liquidity and Capital Resources
          Navios Holdings has historically financed its capital requirements with cash flows from operations, equity contributions from stockholders, credit facilities and other debt financings. 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 of credit facilities and payments of dividends. Navios Holdings anticipates that cash on hand, internally generated cash flows and borrowings under the existing credit facilities will be sufficient to fund the operations of the fleet and the logistics business, including working capital requirements. However, see “Exercise of Vessel Purchase Options”, “Working Capital Position” and “Long-term Debt Obligations and Credit Arrangements” for further discussion of Navios Holdings’ working capital position.
          In November 2008, the Board of Directors approved a share repurchase program for up to $25.0 million of Navios Holdings’ common stock. Share repurchases are made pursuant to a program adopted under Rule 10b5-1 under the Exchange Act. The program does not require any minimum purchase or any specific number or amount of shares and may be suspended or reinstated at any time in Navios Holdings’ discretion and without notice. Repurchases are subject to restrictions under the terms of the Company’s credit facilities and indentures. There were no shares repurchased during the nine month period ended September 30, 2011 and for the year ended December 31, 2010. In October 2011, Navios Holdings repurchased 73,651 shares of its common stock for a total cost of $0.2 million.
          The following table presents cash flow information derived from the unaudited consolidated statements of cash flows of Navios Holdings for the nine month periods ended September 30, 2011 and 2010.
                 
    Nine Month Period     Nine Month Period  
    Ended September 30,     Ended September 30,  
    2011     2010  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Net cash provided by operating activities
  $ 58,045     $ 128,448  
Net cash used in investing activities
    (107,286 )     (307,955 )
Net cash provided by financing activities
    36,768       138,774  
 
           
Decerease in cash and cash equivalents
    (12,473 )     (40,733 )
Cash and cash equivalents, beginning of the period
    207,410       173,933  
 
           
Cash and cash equivalents, end of period
  $ 194,937     $ 133,200  
 
           
          Cash provided by operating activities for the nine month period ended September 30, 2011 as compared to the cash provided by for the nine month period ended September 30, 2010:
          Net cash provided by operating activities decreased by $70.5 million to $58.0 million for the nine month period ended September 30, 2011, as compared to $128.5 million for the same period of 2010. In determining net cash provided by operating activities, net income is adjusted for the effects of certain non-cash items including depreciation and amortization and unrealized gains and losses on derivatives.
          The aggregate adjustments to reconcile net income to net cash provided by operating activities was a $103.8 million gain for the nine month period ended September 30, 2011, which consisted mainly of the following adjustments: $82.3 million of depreciation and amortization, $3.8 million of amortization of deferred drydock expenses, $4.3 million of amortization of deferred finance fees, $5.6 million of expenses from bond extinguishment, $3.1 million relating to share-based compensation, a $35.3 million loss on change in control, a $8.4 million movement in earnings in affiliates net of dividends received and a $0.1 million relating to the provision for losses on accounts receivable. These adjustments were partially offset by $0.2 million of unrealized gains on FFAs, a $38.8 million gain from the sale of the Navios Luz and the Navios Orbiter to Navios Partners and a $0.1 million increase in loss from income taxes.
          The negative change in operating assets and liabilities of $75.6 million for the nine month period ended September 30, 2011 resulted from a $39.4 million increase in accounts receivable, a $15.1 million increase in prepaid expenses and other current assets, a $65.1 million increase in amounts due from affiliates, $8.9 million in payments for drydock and special survey costs and a $6.4 million decrease in other long-term liabilities. These were partially offset by a $0.7 million decrease in restricted cash, a $42.0 million increase in accrued expenses, a $9.5 million increase in deferred income, a $1.3 million decrease in other long-term assets, a $5.6 million increase in accounts payable and a $0.2 million increase in derivative accounts.
          The cumulative effect of the adjustments to reconcile net income to net cash provided by operating activities was a $56.3 million gain for the nine month period ended September 30, 2010, which consisted mainly of the following adjustments: $71.2 million of depreciation and amortization; $2.3 million of amortization of deferred dry-dock expenses; $5.2 million of amortization of deferred finance fees; $6.7 million provision for losses on accounts receivable; $15.0 million of unrealized losses on FFAs; and $7.4 million relating to share-based compensation. These adjustments were partially offset by $6.0 million of unrealized gain on Navios Acquisition Private Placement Warrants, a $17.7 million gain on fair value investment of Navios Acquisition, $0.9 million of unrealized gain on interest rate swaps, $26.1 million from the sales of the Navios Hyperion, the Navios Aurora II and the Navios Pollux to Navios Partners, $0.7 million in income taxes and a $0.1 million movement in earnings in affiliates net of dividends received.

17


Table of Contents

          The negative change in operating assets and liabilities of $20.1 million for the nine month period ended September 30, 2010 resulted from a $6.9 million increase in accounts receivable, a $5.7 million increase in restricted cash, a $0.9 million increase in due from affiliates, a $2.4 million increase of interest payments, $8.6 million relating to payments for drydock and special survey costs, a $21.0 million decrease in accounts payable and a $10.6 million decrease in other long term liabilities. The negative change in operating assets and liabilities for the nine month period ended September 30, 2010 was offset by a $5.8 million increase in derivative accounts, a $4.1 million increase in deferred income, a $23.9 million increase in sundry liabilities and accruals and a $2.0 million decrease in prepaid expenses and other assets.
          Cash used in investing activities for the nine month period ended September 30, 2011 as compared to the cash used in for the nine month period ended September 30, 2010:
          Cash used in investing activities decreased by $200.7 million to $107.3 million for the nine month period ended September 30, 2011, as compared to $308.0 million for the same period in 2010.
          Cash used in investing activities for the nine months ended September 30, 2011 was the result of: (a) a $72.4 million decrease due to the Navios Acquisition deconsolidation; (b) $3.0 million of deposits for acquisitions of tanker vessels under construction; (c) $27.3 million of deposits for the acquisition of a newbuilding bulk carrier scheduled to be delivered in the second quarter of 2012; (d) $51.5 million paid for the acquisition of the vessels Navios Azimuth, Navios Altamira and Navios Astra, and $4.5 million paid for the delivery of the Nave Polaris on January 27, 2011; (e) $2.1 million in payments relating to the acquisition of General Partner units following offerings by Navios Partners; and (f) the purchase of other fixed assets amounting to $67.3 million mainly relating to Navios Logistics. The above was partially offset by (a) $120.0 million of proceeds from the sale of the Navios Luz and the Navios Orbiter to Navios Partners on May 19, 2011, and (b) a $0.8 million decrease in restricted cash.
          Cash used in investing activities for the nine months ended September 30, 2010 was $308.0 million and was the result of (a) the deposits for acquisitions of Capesize vessels under construction amounting to $314.6 million and deposits for acquisitions of tanker vessels under construction amounting to $35.4 million, (b) a $47.7 million movement in Navios Holdings’ cash which is kept in a pledged account and may be released to the Company subject to nominations of substitute vessels agreed to by the bank, (c) the amounts paid for the acquisition of the Navios Vector and the Navios Melodia amounting to $30.5 million and $12.0 million, respectively, including any additional expenses incurred from the vessels’ purchase and $78.6 million paid relating to the acquisition of the Colin Jacob and the Ariadne Jacob that were delivered on June 29, 2010 and July 2, 2010, respectively, (d) the purchase by Navios Holdings of 6,337,551 shares of Navios Acquisition common stock for $63.2 million in open market purchases, (e) $102.0 million paid net of cash assumed for the VLCC Acquisition,(f) the purchase of other fixed assets amounting to $9.8 million mainly relating to Navios Logistics and (g) $3.6 million in payments relating to the acquisition of General Partner units following offerings by Navios Partners. The above was offset by (a) proceeds of $63.0 million, $90.0 million, and $110.0 million from the sale of the Navios Hyperion, the Navios Aurora II, and the Navios Pollux, respectively, to Navios Partners and $18.3 million from the sale of the Vanessa, (b) net proceeds of $40.8 million from transfer of assets and liabilities of Navios Holdings to Navios Acquisition in exchange of a cash consideration, which was released from Navios Acquisitions’ trust account, (c) $0.2 million received in connection with the capital lease receivable, (d) $66.3 million, representing the assumed cash of Navios Acquisition as of the de-“SPAC”-ing and (e) a $0.8 million movement in Navios Acquisition that relates to release of cash from trust account used to pay deposits for its vessels under construction.
          Cash provided by financing activities for the nine month period ended September 30, 2011 as compared to the cash provided by for the nine month period ended September 30, 2010:
          Cash provided by financing activities decreased by $102.0 million to $36.8 million for the nine month period ended September 30, 2011, as compared to $138.8 million for the same period of 2010.
          Cash provided by financing activities for the nine month period ended September 30, 2011 was the result of (a) $70.5 million of loan proceeds (net of relating finance fees $0.9 million) in connection with (i) $67.5 million of Navios Holdings’ loan proceeds for financing the acquisition of the Navios Azimuth, the Navios Altamira, the Navios Astra (net of relating finance fees of $0.3 million), and the Navios Avior (net of relating fees of $0.2 million); and (ii) $3.0 million of Navios Acquisition’s loan proceeds (net of relating finance fees of $0.4 million); (b) 0.4 million of proceeds from the exercise of options to purchase common stock; (c) $341.0 million of net proceeds from the sale of the 2019 Notes; (d) $193.2 million net proceeds from the sale of 9.25% senior notes due 2019 of Navios Logistics; and (e) a $0.9 million decrease in restricted cash relating to loan repayments. This was partially offset by: (a) the repayment of the 2014 Notes with the proceeds of the sale of the 2019 Notes; (b) $239.0 million of installment payments made in connection with Navios Holdings’ outstanding indebtedness (including Navios Acquisition and Navios Logistics); (c) $0.9 million relating to payments for capital lease obligations; (d) $20.7 million of dividends paid to the Company’s shareholders and (e) $8.6 million paid by Navios Logistics for the acquisition of the noncontrolling interests in its joint ventures Thalassa Energy S.A., HS Tankers Inc., HS Navigation Inc., HS Shipping Ltd Inc. and HS South Shipping Inc.
          Cash provided by financing activities for the nine month period ended September 30, 2010 was $138.8 million and was the result of: (a) $249.1 million of Navios Holdings’ loan proceeds (net of relating finance fees of $1.8 million) in connection with the drawdown of (i) $9.3 million drawdown from the loan facility with Marfin Egnatia Bank, (ii) $14.8 million drawdown from Emporiki Bank of Greece S.A. (“Emporiki Bank of Greece”) to finance the purchase of the Navios Antares, (iii) $36.9 million drawdown from Commerzbank for the construction of two Capesize vessels, (iv) $21.6 million drawdown from the loan and revolver facility with HSH Nordbank and Commerzbank A.G., (v) $21.0 million drawdown from Emporiki Bank of Greece for financing the construction of

18


Table of Contents

one Capesize bulk carrier, (vi) $14.0 million drawdown from DNB NOR BANK ASA to partially finance the construction of one Capesize bulk carrier, (vii) $0.3 million of loan proceeds relating to the logistics business , (viii) $133.0 million of assumed loans of Navios Acquisition as of the de-“SPAC”-ing; (b) $75.0 million from proceeds, net of fees, from the warrant exercise program for Navios Acquisition; (c) $128.0 million of Navios Acquisition loan proceeds (net of relating finance fees of $7.5 million for all new loans signed for tanker vessels), and (d) $0.4 million proceeds from issuance of common shares. The decrease of cash provided by financing activities was offset by (a) $20.1 million of dividends paid in the nine months ended September 30, 2010, (b) $146.8 million of installments paid in connection with the Navios Holdings’ outstanding indebtedness, of which $3.5 million is related to installments of Navios Logistics, (c) $65.9 million of installments paid in connection with Navios Acquisition’s outstanding indebtedness, of which $65.0 million is associated with facilities assumed the VLCC Acquisition and $0.9 million with Navios Acquisition’s existing credit facilities, (d) $77.0 million of cash paid by Navios Holdings relating to the Warrant Program, (e) $0.5 million of contributions to noncontrolling shareholders relating to the logistics business and (f) a $3.4 million increase in restricted cash required under the amendment in one of its facility agreements.
          Adjusted EBITDA: EBITDA represents net income plus interest and finance costs, taxes, plus depreciation and amortization and income taxes, if any, unless otherwise stated. Adjusted EBITDA in this document represents EBITDA before stock based compensation. Navios Holdings believes that Adjusted EBITDA is a basis upon which liquidity can be assessed and presents useful information to investors regarding Navios Holdings’ ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and pay dividends. Navios Holdings also believes that Adjusted EBITDA is used (i) by prospective and current lessors as well as potential lenders to evaluate potential transactions; and (ii) to evaluate and price potential acquisiton candidates.
          Adjusted EBITDA has limitations as an analytical tool, and 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; and (ii) 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, 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
                 
    Three Months Ended  
    September 30,     September 30,  
    2011     2010  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Net cash (used in)/provided by operating activities
  $ (15,107 )   $ 73,519  
Net increase/(decrease) in operating assets
    76,843       (4,996 )
Net increase in operating liabilities
    (18,736 )     (19,338 )
Net interest cost
    24,272       22,486  
Deferred finance charges
    (1,100 )     (2,134 )
Provision for losses on accounts receivable
    (122 )     (1,242 )
     Unrealized losses on FFA derivatives, warrants and interest rate swaps and expenses related to bond extinguishment     (23 )     (4,549 )
Earnings in affiliates, net of dividends received
    (3,005 )     2,090  
Payments for drydock and special survey
    3,896       1,827  
Gain on sale of assets
    35        
Transaction expenses
          (5,619 )
Noncontrolling interest
    340       842  
 
           
Adjusted EBITDA
  $ 67,293     $ 62,886  
 
           

19


Table of Contents

                 
    Nine Months Ended  
    September 30,     September 30,  
    2011     2010  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Net cash provided by operating activities
  $ 58,045     $ 128,448  
Net increase in operating assets
    117,626       13,619  
Net increase in operating liabilities
    (50,878 )     (2,100 )
Net interest cost
    78,842       64,877  
Deferred finance charges
    (4,326 )     (5,244 )
Provision for losses on accounts receivable
    (119 )     (6,680 )
    Unrealized losses on FFA derivatives, warrants and interest rate swaps and expenses related to bond extinguishments     (5,327 )     (8,146 )
Earnings in affiliates, net of dividends received
    (8,407 )     149  
Payments for drydock and special survey
    8,886       8,556  
Noncontrolling interest
    (911 )     193  
Preferred stock dividends attributable to the noncontrolling interest
    12        
Preferred stock dividends of subsidiary
    (27 )      
(Loss)/gain on change in control
    (35,325 )     17,742  
Gain on sale of assets
    38,822       26,134  
Transaction expenses
          (5,619 )
 
           
Adjusted EBITDA
  $ 196,913     $ 231,929  
 
           
          Adjusted EBITDA for the three months ended September 30, 2011 and 2010 was $67.3 million and $62.9 million, respectively. The $4.4 million increase in Adjusted EBITDA was primarily due to (a) a $3.6 million increase in revenue from $170.2 million in the third quarter of 2010 to $173.8 million in the same period of 2011; (b) a decrease in net other expenses of $0.4 million; and (c) a decrease in general and administrative expenses of $8.0 million (excluding share-based compensation expenses). This overall variance of $12.0 million was mitigated by (a) a $3.8 million increase in time charter, voyage and port terminal expenses from $69.4 million in the second quarter of 2010 to $73.2 million in the same period of 2011; (b) an increase in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) of $1.6 million; (c) a decrease in net loss attributable to the noncontrolling interest of $0.5 million; and (d) a decrease in equity in net earnings from affiliated companies of $1.7 million to $8.0 million in the second quarter of 2011 from $9.7 million in the same period of 2010.
          Adjusted EBITDA for the nine months ended September 30, 2011 and 2010 was $196.9 million and $231.9 million, respectively. The $35.0 million decrease in Adjusted EBITDA was primarily due to (a) an increase in direct vessel expenses (excluding the amortization of deferred drydock and special survey costs) of $21.6 million from $65.1 million for the nine month period ended September 30, 2010 to $86.7 million in the same period of 2011; (b) a $4.1 million increase in losses from derivatives; (c) $21.2 million of expenses relating to the bond extinguishment in January 2011; (d) a $35.3 million loss due to the deconsolidation of Navios Acquisition; (e) a $17.7 million gain recognized as a result of the initial consolidation of Navios Acquisition as of May 28, 2010; (f) a decrease in income attributable to the noncontrolling interest of $1.1 million; and (g) a decrease in equity in net earnings from affiliated companies of $6.7 million to $22.7 million for the nine month period ended September 30, 2011 from $29.4 million in the same period of 2010. The overall variance of $107.7 million was partially offset by: (a) an increase in revenue of $30.9 million from $490.0 million during the nine month period ended September 30, 2010 to $520.9 million in the same period of 2011; (b) a decrease in time charter voyage expenses of $21.0 million from $218.1 million during the nine month period ended September 30, 2010 to $197.1 million in the same period of 2011; (c) a decrease in general and administrative expenses of $5.7 million (excluding share based compensation expenses) from $41.7 million during the nine month period ended September 30, 2010 to $36.0 million in the same period of 2011; (d) a decrease in net other expenses of $2.4 million; and (e) an increase in gain on sale of assets of $12.7 million from $26.1 million in the nine month period ended September 30, 2010 to $38.8 million in the same period of 2011.
Long-term Debt Obligations and Credit Arrangements
Navios Holdings loans
          In December 2006, the Company issued $300.0 million of 2014 Notes. On January 28, 2011, Navios Holdings completed the sale of $350.0 million of 2019 Notes. The net proceeds from the sale of the 2019 Notes were used to redeem any and all of the outstanding 2014 Notes and pay related transaction fees and expenses and for general corporate purposes. The effect of this transaction was the write off of $21.2 million from deferred financing fees, which is recorded in the statement of income under “Loss on bond extinguishment”.
          Senior Notes: On January 28, 2011, the Company and its wholly owned subsidiary, Navios Maritime Finance II (US) Inc. (“NMF” and, together with the Company, the “2019 Co-Issuers”) issued $350.0 million in senior notes due on February 15, 2019 at a fixed rate of 8.125%. The senior notes are fully and unconditionally guaranteed, jointly and severally and on an unsecured senior basis, by all of the Company’s subsidiaries, other than NMF, Navios Maritime Finance (US) Inc., Navios Acquisition and its subsidiaries, Navios Logistics and its subsidiaries and Navios GP L.L.C. The subsidiary guarantees are “full and unconditional”, as those terms are used in Regulation S-X Rule 3-10, 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 notes.

20


Table of Contents

The 2019 Co-Issuers have the option to redeem the notes in whole or in part, at any time (i) before February 15, 2015, at a redemption price equal to 100% of the principal amount, plus a make-whole premium, plus accrued and unpaid interest, if any, and (ii) on or after February 15, 2015, at a fixed price of 104.063% of the principal amount, which price declines ratably until it reaches par in 2017, plus accrued and unpaid interest, if any. At any time before February 15, 2014, the 2019 Co-Issuers may redeem up to 35% of the aggregate principal amount of the notes with the net proceeds of an equity offering at 108.125% of the principal amount of the notes, plus accrued and unpaid interest, if any, so long as at least 65% of the originally issued aggregate principal amount of the notes remains outstanding after such redemption. In addition, upon the occurrence of certain change of control events, the holders of the notes will have the right to require the 2019 Co-Issuers to repurchase some or all of the notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date. Pursuant to a registration rights agreement, the 2019 Co-Issuers and the guarantors filed a registration statement on June 21, 2011, that was declared effective on August 23, 2011. The exchange offer of the privately placed notes with publicly registered notes with identical terms was completed on September 30, 2011. The senior 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 2019 Notes Co-Issuers’ properties and assets and creation or designation of restricted subsidiaries. The 2019 Co-Issuers were in compliance with the covenants as of September 30, 2011.
          Ship Mortgage Notes: In November 2009, the Company and its wholly owned subsidiary, Navios Maritime Finance (US) Inc. (together, the “Mortgage Notes Co-Issuers”) issued $400.0 million of first priority ship mortgage notes due on November 1, 2017 at a fixed rate of 8.875%. The ship mortgage notes are senior obligations of the Mortgage Notes Co-Issuers and are secured by first priority ship mortgages on 15 vessels owned by certain subsidiary guarantors and other related collateral securities. The ship mortgage notes are fully and unconditionally guaranteed, jointly and severally by all of the Company’s direct and indirect subsidiaries that guarantee the 2019 Notes. The guarantees of the Company’s subsidiaries that own mortgage vessels are senior secured guarantees and the guarantees of the Company’s subsidiaries that do not own mortgage vessels are senior unsecured guarantees. At any time before November 1, 2012, the Mortgage Notes Mortgage Notes Co-Issuers may redeem up to 35% of the aggregate principal amount of the ship mortgage notes with the net proceeds of a public equity offering at 108.875% of the principal amount of the ship mortgage notes, plus accrued and unpaid interest, if any, so long as at least 65% of the originally issued aggregate principal amount of the ship mortgage notes remains outstanding after such redemption. In addition, the Mortgage Notes Co-Issuers have the option to redeem the ship mortgage notes in whole or in part, at any time (1) before November 1, 2013, at a redemption price equal to 100% of the principal amount plus a make whole price which is based on a formula calculated using a discount rate of treasury bonds plus 50 bps, and (2) on or after November 1, 2013, at a fixed price of 104.438%, which price declines ratably until it reaches par in 2015. Furthermore, upon occurrence of certain change of control events, the holders of the ship mortgage notes may require the Mortgage Notes Co-Issuers to repurchase some or all of the notes at 101% of their face amount. Pursuant to the terms of a registration rights agreement, as a result of satisfying certain conditions, the Mortgage Notes Co-Issuers and the guarantors are not obligated to file a registration statement that would have enabled the holders of ship mortgage notes to exchange the privately placed notes with publicly registered notes with identical terms. The ship mortgage 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 Mortgage Notes Co-Issuers’ properties and assets and creation or designation of restricted subsidiaries. The Mortgage Notes Co-Issuers were in compliance with the covenants as of September 30, 2011.
Loan Facilities:
          The majority of the Company’s senior secured credit facilities include maintenance covenants, including loan-to-value ratio covenants, based on either charter-adjusted valuations, or charter-free valuations. As of September 30, 2011, the Company was in compliance with all of the covenants under each of its credit facilities outlined below.
          HSH/Commerzbank Facility: In February 2007, Navios Holdings entered into a secured loan facility with HSH Nordbank and Commerzbank AG maturing on October 31, 2014. The facility was composed of a $280.0 million term loan facility and a $120.0 million reducing revolving facility and it has been amended and repaid as the vessels have been sold.
          The loan facility requires compliance with financial covenants, including Security Value Maintenance (“SVM”) ratio to total debt percentage and minimum liquidity. It is an event of default under the revolving credit facility if such covenants are not complied with or if Angeliki Frangou, the Company’s Chairman and Chief Executive Officer, beneficially owns less than 20% of the issued stock.
          On November 15, 2010, following the sale of the Navios Melodia and the Navios Fulvia to Navios Partners, Navios Holdings fully repaid its outstanding loan balance with HSH Nordbank in respect of the two vessels amounting to $71.9 million.
          On May 19, 2011, in connection with the sale of the Navios Orbiter to Navios Partners, Navios Holdings repaid $20.2 million of the outstanding loan associated with this vessel. As of September 30, 2011, the outstanding amount under the revolving credit facility was $8.7 million and the outstanding amount under the loan facility was $44.3 million.
          Emporiki Facilities: In December 2007, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece of up to $154.0 million in order to partially finance the construction of two Capesize bulk carriers. In July 2009, following an amendment of the above-mentioned agreement, the amount of the facility has been changed to up to $130.0 million.

21


Table of Contents

          On March 18, 2010, following the sale of the Navios Aurora II to Navios Partners, Navios Holdings repaid $64.4 million and the outstanding amount of the facility has been reduced to $64.4 million. The interest rate of the amended facility is based on a margin of 175 bps. The amended facility is repayable in 7 semi-annual installments of $2.5 million and 10 semi-annual installments of $1.6 million with a final balloon payment of $11.3 million on the last payment date. The loan facility requires compliance with certain financial covenants and the covenants contained in the senior notes. As of September 30, 2011, the outstanding amount under this facility was $44.9 million.
          In August 2009, Navios Holdings entered into another facility agreement with Emporiki Bank of Greece of up to $75.0 million (divided into two tranches of $37.5 million) to partially finance the acquisition costs of two Capesize vessels. Each tranche of the facility is repayable in 20 semi-annual installments of $1.4 million with a final payment of $10.0 million on the last payment date. The repayment of each tranche starts six months after the delivery date of the respective Capesize vessel. It bears interest at a rate of LIBOR plus 175 bps. On May 19, 2011, in connection with the sale of the Navios Luz to Navios Partners, Navios Holdings repaid $37.5 million of the outstanding loan associated with this vessel. As of September 30, 2011, the outstanding amount under this facility was $36.1 million.
          In September 2010, Navios Holdings entered into another facility agreement with Emporiki Bank of Greece of up to $40.0 million in order to partially finance the construction of one Capesize bulk carrier, the Navios Azimuth, which was delivered on February 14, 2011 to Navios Holdings. The loan is repayable in 20 semi-annual equal installments of $1.5 million, with a final balloon payment of $10.0 million on the last payment date. It bears interest at a rate of LIBOR plus 275 bps. The loan facility requires compliance with certain financial covenants and the covenants contained in the 2019 Notes. As of September 30, 2011, the full amount was drawn and the outstanding amount under this facility was $38.5 million.
          In August 2011, Navios Holdings entered into an additional facility agreement with Emporiki Bank of Greece for an amount up to $23.0 million in order to partially finance the construction of a newbuilding bulk carrier. The facility is repayable in 20 semi-annual equal installments of $0.8 million after the drawdown date, with a final balloon payment of $8.0 million on the last payment date. It bears interest at a rate of LIBOR plus 275 bps. The loan facility requires compliance with certain covenants and the covenants contained in the senior notes. As of September 30, 2011, an amount of $16.1 million was drawn and outstanding under this facility.
          DNB Facilities: In June 2008, Navios Holdings entered into a facility agreement with DNB NOR BANK ASA of up to $133.0 million in order to partially finance the construction of two Capesize bulk carriers. In June 2009, following an amendment of the above-mentioned agreement, one of the two tranches amounting to $66.5 million was cancelled following the cancellation of construction of one Capesize bulk carrier. The interest rate of the amended facility is based on a margin of 225 bps as defined in the new agreement. The facility is repayable in nine semi-annual installments of $2.9 million, with a final payment of $29.7 million on the last payment date. As of September 30, 2011, the outstanding amount under this facility was $55.8 million.
          In August 2010, Navios Holdings entered into a facility agreement with DNB NOR BANK ASA of up to $40.0 million in order to partially finance the construction of one Capesize bulk carrier, the Navios Altamira, which was delivered on January 28, 2011 to Navios Holdings and amended the loan. The loan bears interest at a rate of LIBOR plus 275 bps. The loan is repayable in 22 equal quarterly installments of $0.6 million, with a final balloon payment of $23.9 million on the last payment date. The loan facility requires compliance with certain financial covenants and the covenants contained in the 2019 Notes. As of September 30, 2011, the outstanding amount under this facility was $37.7 million.
          Dekabank Facility: In February 2009 (amended and restated in May 2009), Navios Holdings entered into a facility of up to $120.0 million with Dekabank Deutsche Girozentrale to finance the acquisition of two Capesize vessels. The loan is repayable in 20 semi-annual installments and bears an interest rate based on a margin of 190 bps. The loan facility requires compliance with certain financial covenants and the covenants contained in the senior notes. Following the sale of the Navios Pollux to Navios Partners in May 2010, an amount of $39.0 million was kept in a pledged account pending the delivery of a substitute vessel as collateral to this facility. The amount of $39.0 million kept in the pledged account was released to finance the delivery of the Capesize vessel Navios Buena Ventura that was delivered to Navios Holdings on October 29, 2010. As of September 30, 2011, $75.0 million was outstanding under this facility.
          Marfin Facility: In March 2009, Navios Holdings entered into a loan facility with Marfin Egnatia Bank of up to $110.0 million to be used to finance the pre-delivery installments for the construction of newbuilding vessels and for general corporate purposes. It bears interest at a rate based on a margin of 275 bps. As of September 7, 2010, the available amount of the loan facility has been reduced to $30.0 million. On May 10, 2011, the amount of $18.9 million was drawn to finance the acquisition of the Navios Astra. The loan is repayable beginning three months following the drawdown in seven equal quarterly installments of $0.47 million, with a final balloon payment of $15.6 million on the last payment date. It bears interest at a rate of LIBOR plus 275 bps. The loan facility requires compliance with certain covenants. As of September 30, 2011, the outstanding amount under this facility was $18.4 million.
          Commerzbank Facility: In June 2009, Navios Holdings entered into a facility agreement of up to $240.0 million (divided into four tranches of $60.0 million) with Commerzbank AG in order to partially finance the acquisition of a Capesize vessel and the construction of three Capesize vessels. Following the delivery of two Capesize vessels, the Navios Melodia and the Navios Buena Ventura, on September 20, 2010 and October 29, 2010, respectively, Navios Holdings cancelled two of the four tranches and in October 2010 fully repaid their outstanding loan balances of $53.6 million and $54.5 million, respectively. The third and fourth tranches of the facility are repayable starting three months after the delivery of each Capesize vessel in 40 quarterly installments of $0.9 million and $0.8 million, respectively, with a final payment of $24.7 million and $23.4 million, respectively, on the last payment date. It bears interest at a rate based on a margin of 225 bps. The loan facility requires compliance with certain covenants and with the covenants contained in the 2019 Notes. As of September 30, 2011, the outstanding amount was $106.3 million.
          Unsecured Bond: In July 2009, Navios Holdings issued a $20.0 million unsecured bond due in July 2012 as a partial payment for the acquisition price of a Capesize vessel. Interest accrues on the principal amount of the unsecured bond at the rate of 6% per annum. All accrued interest (which will not be compounded) will be first due and payable in July 2012, which is the maturity date. The unsecured bond may be prepaid by Navios Holdings at any time without prepayment penalty.

22


Table of Contents

Navios Logistics loans
Logistics Senior Notes
          On April 12, 2011, Navios Logistics and its wholly-owned subsidiary Navios Logistics Finance (US) Inc. (“Logistics Finance” and, together with Navios Logistics, the “Logistics Co-Issuers”) issued $200.0 million in senior notes due on April 15, 2019 at a fixed rate of 9.25% (“the Logistics Senior Notes”). The Logistics Senior Notes are fully and unconditionally guaranteed, jointly and severally, by all of Navios Logistics’ direct and indirect subsidiaries except for Hidronave South American Logistics S.A. and Logistics Finance. The subsidiary guarantees are “full and unconditional”, as those terms are used in Regulation S-X Rule 3-10, 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 notes. The Logistics Co-Issuers have the option to redeem the notes in whole or in part, at their option, at any time (i) before April 15, 2014, at a redemption price equal to 100% of the principal amount plus the applicable make-whole premium plus accrued and unpaid interest, if any, to the redemption date and (ii) on or after April 15, 2014, at a fixed price of 106.938%, which price declines ratably until it reaches par in 2017. At any time before April 15, 2014, the Logistics Co-Issuers may redeem up to 35% of the aggregate principal amount of the Logistics Senior Notes with the net proceeds of an equity offering at 109.25% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the redemption date so long as at least 65% of the originally issued aggregate principal amount of the notes remains outstanding after such redemption. In addition, upon the occurrence of certain change of control events, the holders of the Logistics Senior Notes will have the right to require the Logistics Co-Issuers to repurchase some or all of the notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.
          Under a registration rights agreement, the Logistics Co-Issuers and the subsidiary guarantors are obliged to file a registration statement prior to January 7, 2012, that enables the holders of the Logistics Senior Notes to exchange the privately placed notes with publicly registered notes with identical terms. The Logistics Senior Notes contain covenants which, among other things, limit the incurrence of additional indebtedness, issuance of certain preferred stock, the payment of dividends in excess of 6% per annum of the net proceeds received by or contributed to us in or from any public offering, redemption or repurchase of capital stock or making restricted payments and investments, creation of certain liens, transfer or sale of assets, entering in 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.
Marfin Facility
          On March 31, 2008, Nauticler S.A. (“Nauticler”) (a subsidiary of Navios Logistics) entered into a $70.0 million loan facility for the purpose of providing Nauticler with investment capital to be used in connection with one or more investment projects. In March 2009, Navios Logistics transferred its loan facility of $70.0 million to Marfin Popular Bank Public Co. Ltd. The loan provided for an additional one year extension and an increase in margin to 275 basis points. On March 23, 2010, the loan was extended for one additional year, providing an increase in margin to 300 basis points. On March 29, 2011, Marfin Popular Bank committed to amend its current loan agreement with Navios Logistics’ subsidiary, Nauticler S.A., to provide for $40.0 million revolving credit facility. Under this commitment, the existing margin of 300 basis points will apply and the obligations will be secured by mortgages on four tanker vessels or alternative security over other assets acceptable to the bank. The commitment requires that we maintain a loan-to-value ratio of 120% based on charter-free valuations and compliance with the covenants contained in the indenture governing the Logistics Senior Notes. The obligation of the bank under the commitment was subject to prepayment of the $70.0 million facility and was subject to customary conditions, such as the receipt of satisfactory appraisals, insurance, opinions and the negotiation, execution and delivery of mutually satisfactory loan documentation. On April 12, 2011, following the completion of the sale of the Logistics Senior Notes, Navios Logistics fully repaid the $70.0 million loan facility with Marfin Bank using a portion of the proceeds from the Logistics Senior Notes. As of September 30, 2011, the loan documentation for the $40.0 million revolving credit facility had not been completed and the facility had not been drawn.

23


Table of Contents

Non-Wholly Owned Subsidiaries Indebtedness
          On July 25, 2011, Navios Logistics acquired the noncontrolling interests of its joint ventures, Thalassa Energy S.A., HS Tankers Inc., HS Navigation Inc., HS Shipping Ltd. Inc. and HS South Inc., in accordance with the terms of certain stock purchase agreements with HS Energy Ltd., an affiliate of Vitol S.A. Navios Logistics paid a total consideration of $8.5 million for such noncontrolling interests ($8,6 million including transactions expenses), and simultaneously paid $53.2 million in full and final settlement of all amounts of indebtedness of such joint ventures.
          In connection with the acquisition of Horamar, Navios Logistics had assumed a $9.5 million loan facility that was entered into by HS Shipping Ltd. Inc. in 2006, in order to finance the building of a 8,974 dwt double hull tanker (Malva H). Since the vessel’s delivery, the interest rate has been LIBOR plus 150 bps. The loan was repayable in installments of not less than 90% of the amount of the last hire payment due to be paid to HS Shipping Ltd. Inc. The repayment date should not extend beyond December 31, 2011. The loan could be pre-paid before such date, with two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Logistics Senior Notes.
          On September 4, 2009, HS Navigation Inc. had entered into a loan facility for an amount of up to $18.7 million that bears interest at LIBOR plus 225 bps in order to finance the acquisition cost of the Estefania H. The loan was repayable in installments of not less than the higher of (a) 90% of the amount of the last hire payment due to HS Navigation Inc. prior to the repayment date, and (b) $0.3 million, inclusive of any interest accrued in relation to the loan at that time. The loan was repayable by May 15, 2016. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Logistics Senior Notes.
          On December 15, 2009, HS Tankers Inc., a majority owned subsidiary of Navios Logistics, had entered into a loan facility in order to finance the acquisition cost of the Makenita H for an amount of $24.0 million which bore interest at LIBOR plus 225 bps. The loan was repayable in installments of not less than the higher of (a) 90% of the amount of the last hire payment due to HS Tankers Inc. prior to the repayment date, and (b) $0.3 million, inclusive of any interest accrued in relation to the loan at that time. The repayment date should occur prior to March 24, 2016. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Logistics Senior Notes.
          On December 20, 2010, HS South Inc., a majority owned subsidiary of Navios Logistics, had entered into a loan facility in order to finance the acquisition cost of the Sara H for an amount of $14.4 million which bears interest at LIBOR plus 225 bps. The loan was repayable in installments of not less than the higher of (a) 90% of the amount of the last hire payment due to be HS South Inc. prior to the repayment date and (b) $0.3 million, inclusive of any interest accrued in relation to the loan at that time. The repayment date should occur prior to May 24, 2016. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Logistics Senior Notes.
          Navios Logistics assumed a $2.3 million loan facility that was entered into, by its majority owned subsidiary, Thalassa Energy S.A., in October 2007 in order to finance the purchase of two self-propelled barges, the Formosa and the San Lorenzo. The loan bore interest at LIBOR plus 150 basis points. The loan was repayable in five equal installments of $0.5 million, which were made in November 2008, June 2009, January 2010, August 2010, and March 2011. The loan was secured by a first priority mortgage over the two self-propelled barges. As of September 30, 2011, the facility was repaid in full.
Other Indebtedness
          In connection with the acquisition of Hidronave S.A. in October 29, 2009, Navios Logistics assumed an $0.8 million loan facility that was entered into by Hidronave S.A. in 2001 in order to finance the construction of a pushboat (Nazira). As of September 30, 2011, the outstanding loan balance was $0.7 million. The loan facility bears interest at a fixed rate of 600 bps. The loan is to be repaid in equal monthly installments and the final repayment date cannot extend beyond August 10, 2021. The loan also requires compliance with certain covenants.
          As of September 30, 2011, Navios Logistics and its subsidiaries were in compliance with all of the covenants under each of its credit facilities.
          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, 2011, based on the repayment schedule of the respective loan facilities (as described above) and the outstanding amount due under the debt securities.
         
    Amounts in  
    millions of  
Payment due by period   U.S. dollars  
September 30, 2012
  $ 70.3  
September 30, 2013
    65.4  
September 30, 2014
    49.3  
September 30, 2015
    66.2  
September 30, 2016
    55.6  
September 30, 2017 and thereafter
    1,145.8  
 
     
Total
  $ 1,452.6  
 
     

24


Table of Contents

Contractual Obligations:
                                         
            September 30, 2011        
    Payment due by period
    (Amounts in millions of U.S. dollars)
            Less than                   More than
    Total   1 year   1-3 years   3-5 years   5 years
Long-term Debt(1) (2)
  $ 1,452.6     $ 70.3     $ 114.7     $ 121.8     $ 1,145.8  
Operating Lease Obligations (Time Charters)
    1,006.1       105.8       212.8       206.4       481.1  
Operating Lease Obligations Push Boats and Barges
    8.5       4.9       3.6              
Capital Lease Obligations
    31.3       31.3                    
Vessel Deposits(3)
    43.9       43.9                    
Rent Obligations(4)
  $ 15.4     $ 2.2     $ 4.1     $ 4.2     $ 4.9  
 
(1)   The amount identified does not include interest costs associated with the outstanding credit facilities, which for variable rate debt is based on LIBOR rates, plus the costs of complying with any applicable regulatory requirements and a margin ranging from 1.25% to 3.00% per annum and stated interest rate for fixed rate debt.
 
(2)   Navios Holdings’ Senior and Ship Mortgage Notes have a fixed rate of 8.125% and 8.875% per annum, respectively. The Logistics Senior Notes have a fixed rate of 9.25% per annum and these amounts do not include interest costs.
 
(3)   Future remaining contractual deposits for two Navios Holdings owned Kamsarmax vessel expected to be delivered in the first and second quarter of 2012.
 
(4)   Navios Corporation leases approximately 11,923 square feet of space at 825 Third Avenue, New York, NY 10022, pursuant to a lease that expires on April 29, 2019. Navios ShipManagement Inc. and Navios Corporation lease approximately 2,034 square meters of space at 85 Akti Miaouli, Piraeus, Greece, pursuant to a lease that expires in 2017. On July 1, 2010, Kleimar N.V. signed a contract and currently leases approximately 632 square meters for its offices. Navios ShipManagement Inc. leases approximately 1,368 square meters of space at 85 Akti Miaouli, Piraeus, Greece, pursuant to a lease agreement that expires in 2019. On October 29, 2010, the existing lease agreement for its offices in Piraeus was amended and the Company leases, since November 2010, 253.75 less square meters. The amended lease expires in 2019. On October 29, 2010, Navios Tankers Management Inc. also entered into a lease agreement for 253.75 square meters which expires in 2019. Navios Logistics has several lease agreements with respect to its various operating offices. The table above incorporates the lease obligations of the offices indicated in this footnote.
Working Capital Position
          On September 30, 2011, Navios Holdings’ current assets totaled $410.4 million, while current liabilities totaled $277.4 million, resulting in a positive working capital position of $133.0 million. Navios Holdings’ cash forecast indicates that it will generate sufficient cash during 2011 and 2012 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 cash position during 2011 and 2012.
          While projections indicate that existing cash balances and operating cash flows will be sufficient to service the existing indebtedness, Navios Holdings continues to review its cash flows with a view toward increasing working capital.
Capital Expenditures
          On May 30, 2011 and October 31, 2011, Navios Holdings agreed to acquire two 81,600 dwt bulk carrier with expected delivery in March and April 2012. The remaining capital obligations as of September 30, 2011 amounted to approximately $43.9 million without including any drawings from committed financing.
Dividend Policy
          Currently, Navios Holdings intends to retain most of its available earnings generated by operations for the development and growth of its business. In addition, the terms and provisions of Navios Holdings’ current secured credit facilities and indentures limit its ability to pay dividends in excess of certain amounts or if certain covenants are not met. However, subject to the terms of its credit facilities and indentures, the Board of Directors may from time to time consider the payment of dividends and on November 14, 2011, the Board of Directors declared a quarterly cash dividend of $0.06 per share of common stock, with respect to the third quarter of 2011, payable on January 4, 2012 to stockholders of record as of December 19, 2011.

25


Table of Contents

The declaration and payment of any dividend remains subject to the discretion of the Board, and will depend on, among other things, Navios Holdings’ cash requirements as measured by market opportunities, debt obligations, and restrictions contained in its credit agreements and indentures.
Concentration of Credit Risk
Accounts receivable
          Concentrations of credit risk with respect to accounts receivables are limited due to Navios Holdings’ large number of customers, who are internationally dispersed and have a variety of end markets in which they sell. Due to these factors, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in Navios Holdings’ trade receivables. For the nine month period ended September 30, 2011 and for the year ended December 31, 2010, no customer accounted for more than 10% of the Company’s revenue.
Cash deposits
          Cash deposits in excess of amounts covered by government-provided insurance are exposed to loss in the event of non-performance by financial institutions. The Company does maintain cash deposits in excess of government-provided insurance limits. The Company also minimizes exposure to credit risk by dealing with a diversified group of major financial institutions.
Off-Balance Sheet Arrangements
          Charter hire payments to third parties for chartered-in vessels are treated as operating leases for accounting purposes. Navios Holdings is also committed to making rental payments under operating leases for its office premises. Future minimum rental payments under Navios Holdings’ non-cancelable operating leases are included in the contractual obligations above. As of September 30, 2011, Navios Holdings was contingently liable for letters of guarantee and letters of credit amounting to $0.5 million issued by various banks in favor of various organizations and the total amount was collateralized by cash deposits which are included as a component of restricted cash. Navios Holdings issued no additional guarantees to third parties as of September 30, 2011 and 2010.
          As of September 30, 2011, the Company’s subsidiaries in South America were contingently liable for various claims and penalties to the local tax authorities amounting to $5.0 million ($4.7 million as of December 31, 2010). The respective provision for such contingencies was included in “Other long-term liabilities and deferred income”. According to the acquisition agreement, if the Company becomes obligated to pay such amounts, the amounts involved will be reimbursed by the previous shareholders, and, as such, the Company has recognized a receivable (included in “Other long-term assets”) against such liability, since the management considers collection of the receivable to be probable. The contingencies are expected to be resolved in the next four years. In the opinion of management, the ultimate disposition of these matters will not adversely affect the Company’s financial position, results of operations or liquidity.
          On July 19, 2011, in consideration of Gunvor S.A. entering into sales of oil or petroleum products with Petrosan, Navios Logistics has undertaken to pay to Gunvor S.A. on first demand any obligations arising directly from the non-fulfillment of said contracts. The guarantee shall not exceed $1.5 million and shall remain in full force and effect until December 31, 2011.
Related Party Transactions
          Office rent: On January 2, 2006, Navios Corporation and Navios ShipManagement Inc., two wholly owned subsidiaries of Navios Holdings, entered into two lease agreements with Goldland Ktimatiki-Ikodomiki-Touristiki and Xenodohiaki Anonimos Eteria, both of which are Greek corporations that are currently majority owned by Angeliki Frangou, Navios Holdings’ Chairman and Chief Executive Officer. The lease agreements provide for the leasing of two facilities located in Piraeus, Greece, of approximately 2,034.3 square meters to house the operations of most of the Company’s subsidiaries. The total annual lease payments are €0.5 million (approximately $0.7 million) and the lease agreements expire in 2017. These payments are subject to annual adjustments starting from the third year, which are based on the inflation rate prevailing in Greece as reported by the Greek State at the end of each year.
          On October 31, 2007, Navios ShipManagement Inc. entered into a lease agreement with Emerald Ktimatiki-Ikodomiki-Touristiki and Xenodohiaki Anonimos Eteria, both of which are Greek corporations that are currently majority owned by Angeliki Frangou, Navios Holdings’ Chairman and Chief Executive Officer. The lease agreement initially provided for the leasing of one facility in Piraeus, Greece, of approximately 1,376.5 square meters to house part of the operations of the Company. On October 29, 2010, the existing lease agreement was amended and Navios ShipManagement Inc. leases 253.75 less square meters. The total annual lease payments are €0.4 million (approximately $0.5 million) and the lease agreement expires in 2019. These payments are subject to annual adjustments starting from the third year, which are based on the inflation rate prevailing in Greece as reported by the Greek State at the end of each year.
          On October 29, 2010, Navios Tankers Management Inc. entered into a lease agreement with Emerald Ktimatiki-Ikodomiki-Touristiki and Xenodohiaki Anonimos Eteria, both of which are Greek corporations that are currently majority owned by Angeliki Frangou, Navios Holdings’ Chairman and Chief Executive Officer. The lease agreement provides for the leasing of one facility in Piraeus, Greece, of approximately 253.75 square meters to house part of the operations of the Company. The total annual lease payments are €0.1 million (approximately $0.1 million) and the lease agreement expires in 2019. These payments are subject to annual adjustments starting from the third year, which are based on the inflation rate prevailing in Greece as reported by the Greek State at the end of each year.

26


Table of Contents

          Purchase of services: The Company utilizes Acropolis Chartering and Shipping Inc. (“Acropolis”), a brokerage firm for freight and shipping charters, as a broker. Navios Holdings has a 50% interest in Acropolis. Although Navios Holdings owns 50% of Acropolis’ stock, Navios Holdings has agreed with the other shareholder that the earnings and amounts declared by way of dividends will be allocated 35% to the Company with the balance to the other shareholder. Commissions paid to Acropolis for each of the three month periods ended September 30, 2011 and 2010 were $0 and $0.04 million, respectively, and for the nine months periods ended September 30, 2011 and 2010, were $0.02 million and $0.1 million, respectively. During the nine month period ended September 30, 2011 and 2010, the Company received dividends of $0.3 million and $0.6 million, respectively, and during the three month period ended September 30, 2011 and 2010, the Company received dividends of $0.3 million and $0, respectively. Included in the trade accounts payable at September 30, 2011 and December 31, 2010 was an amount of $0.1 million and $0.1 million, respectively, which was due to Acropolis.
          Management fees: Pursuant to a management agreement dated November 16, 2007, Navios Holdings provides commercial and technical management services to Navios Partners’ vessels for a daily fixed fee of $4,000 per owned Panamax vessel and $5,000 per owned Capesize vessel. This daily fee covers all of the vessels’ operating expenses, including the cost of drydock and special surveys. The daily initial term of the agreement is five years commencing from November 16, 2007. Total management fees for the three month periods ended September 30, 2011 and 2010 amounted to $7.9 million and $5.2 million, respectively, and for the nine month periods ended September 30, 2011 and 2010, amounted to $19.6 million and $14.1 million, respectively. In October 2009, the fixed fee period was extended for two years and the daily fees were amended to $4,500 per owned Ultra Handymax vessel, $4,400 per owned Panamax vessel and $5,500 per owned Capesize vessel. In October 2011, the fixed fee period was further extended until December 31, 2017 and the daily fees were amended to $4,650 per owned Ultra Handymax vessel, $4,550 per owned Panamax vessel and $5,650 per owned Capesize vessel through December 31, 2013. From January 2014 to December 2017, Navios Partners will reimburse Navios Holdings for all of the actual operating costs and expenses in connection with the management of Navios Partners’ fleet.
          Pursuant to a management agreement dated May 28, 2010, as amended on September 10, 2010, for five years from the closing of Navios Acquisition’s initial vessel acquisition Navios Holdings provides commercial and technical management services to Navios Acquisition’s vessels for a daily fee of $6,000 per owned MR2 product tanker and chemical tanker vessel and $7,000 per owned LR1 product tanker vessel and $10,000 per owned VLCC vessel, for the first two years with the fixed daily fees adjusted for the remainder of the term based on then-current market fees. This daily fee covers all of the vessels’ operating expenses, other than certain extraordinary fees and costs. During the remaining three years of the term of the Management Agreement, Navios Acquisition expects that it will reimburse Navios Holdings for all of the actual operating costs and expenses it incurs in connection with the management of its fleet. Actual operating costs and expenses will be determined in a manner consistent with how the initial $6,000 and $7,000 fixed fees were determined. Drydocking expenses will be fixed under this agreement for up to $0.3 million per vessel and will be reimbursed at cost for VLCC vessels. Total management fees for the three month periods ended September 30, 2011 and 2010 amounted to $9.8 million and $2.5 million, respectively, and for the nine month period ended September 30, 2011 and 2010, amounted to $25.4 million and $2.5 million, respectively. The management fees have been eliminated upon consolidation of Navios Acquisition through March 30, 2011.
          General & administrative expenses: Pursuant to the administrative services agreement dated November 16, 2007, Navios Holdings provides administrative services to Navios Partners which include: bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other services. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and administrative fees charged for the three month periods ended September 30, 2011 and 2010 amounted to $0.9 million and $0.7 million, respectively, and for the nine month periods ended September 30, 2011 and 2010 amounted to $2.5 million and $2.0 million, respectively.
          On May 28, 2010, Navios Acquisition entered into an administrative services agreement, expiring May 28, 2015, with Navios Holdings, pursuant to which Navios Holdings provides office space and certain administrative management services to Navios Acquisition which include: bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and administrative fees charged for the three month periods ended September 30, 2011 and 2010 amounted to $0.4 million and $0.1 million, respectively, and for the nine month periods ended September 30, 2011 and 2010 amounted to $1.1 million and $0.1 million, respectively.
          On April 12, 2011, Navios Holdings entered into an administrative services agreement with Navios Logistics for a term of five years, pursuant to which Navios Holdings will provide certain administrative management services to Navios Logistics. Such services include bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and administrative fees charged for the three month periods ended September 30, 2011 and 2010 amounted to $0.1 million and $0, respectively, and for the nine month periods ended September 30, 2011 and 2010 amounted to $0.3 million and $0, respectively.
          Balance due from affiliate: Balance due from affiliate as of September 30, 2011 amounted to $40.0 million (December 31, 2010: $2.6 million) which includes the current amounts due from Navios Partners and Navios Acquisition, which are $9.5 million and

27


Table of Contents

$30.6 million, respectively. The balances mainly consist of management fees, administrative fees and other expenses. Additionally, the balance due from Navios Acquisition includes drydocking expenses.
          Omnibus agreements: Navios Holdings 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 drybulk carriers. Pursuant to the Partners Omnibus Agreement, Navios Partners generally agreed not to acquire or own Panamax or Capesize drybulk carriers under time charters of three or more years without the consent of an independent committee of Navios Partners. In addition, Navios Holdings 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. The Partners Omnibus Agreement was amended in June 2009 to release Navios Holdings for two years from restrictions on acquiring Capesize and Panamax vessels from third parties.
          Navios Acquisition entered into an omnibus agreement (the “Acquisition Omnibus Agreement”) with Navios Holdings and Navios Partners 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 drybulk 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 drybulk 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 (a) 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 (b) merger with or into, or sale of substantially all of the assets to, an unaffiliated third party.
          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, 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, 2011 and December 31, 2010, the unamortized deferred gain for all vessels and rights sold totaled $43.7 million and $38.6 million, respectively, and for the three months ended September 30, 2011 and 2010, Navios Holdings recognized $2.7 million and $2.0 million, respectively, of the deferred gain in “Equity in net earnings of affiliated companies”. For the nine months ended September 30, 2011 and 2010, Navios Holdings recognized $9.3 million and $13.0 million, respectively, of the deferred gain in “Equity in net earnings of affiliated companies”.
          Purchase of Shares in Navios Acquisition: During 2010, Navios Holdings purchased 6,337,551 shares of Navios Acquisition’s common stock for $63.2 million in open market purchases. Moreover, on May 28, 2010, certain shareholders of Navios Acquisition redeemed 10,021,399 shares pursuant to redemption rights granted in Navios Acquisition’s IPO upon de-“SPAC”-ing. As of May 28, 2010, following these transactions, Navios Holdings owned 12,372,551 shares, or 57.3%, of the outstanding common stock of Navios Acquisition. At that date, Navios Holdings acquired control over Navios Acquisition, consequently concluded a business combination had occurred and consolidated the results of Navios Acquisition from that date onwards. As a result of gaining control, Navios Holdings recognized the effect of $17.7 million, which represents the fair value of the shares that exceed the carrying value of the Company’s ownership of 12,372,551 shares of Navios Acquisition’s common stock, in the statements of income under “Gain/(loss) on change in control”. On November 19, 2010, following Navios Acquisition public offering of 6,500,000 shares of common stock at $5.50 per share, Navios Holdings’ interest in Navios Acquisition decreased to 53.7%.
          Pursuant to the Exchange Agreement signed on March 30, 2011, Navios Holdings completed the Navios Acquisition Share Exchange, whereby Navios Holdings exchanged 7,676,000 shares of Navios Acquisition’s common stock it held for 1,000 non-voting Series C Convertible Preferred Stock of Navios Acquisition.
          As of March 30, 2011 and onwards, following the Navios Acquisition Share Exchange, Navios Holdings owned 18,331,551 shares or 45% of the outstanding voting stock of Navios Acquisition. As a result, from March 30, 2011, Navios Acquisition has been considered an affiliate entity of Navios Holdings and not a controlled subsidiary of the Company, and the investment in Navios Acquisition has been accounted for under the equity method due to the Company’s significant influence over Navios Acquisition. From March 30, 2011, Navios Acquisition is now accounted for under the equity method based on Navios Holdings’ 53.7% economic interest since the preferred stock is considered to be, in substance, common stock for accounting purposes.
          On November 4, 2011, of the 1,378,122 contingently returnable shares of common stock of Navios Acquisition that were issued on September 10, 2010, in connection with the VLCC Acquisition and placed in escrow, 1,160,963 shares were released to the sellers and the remaining 217,159 shares were returned to Navios Acquisition in settlement of representations and warranties attributable to the prior sellers. Following the return of the 217,159 shares, Navios Holdings’ ownership of the outstanding voting stock of Navios Acquisition increased to 45.24% and its economic interest in Navios Acquisition increased to 53.96%.

28


Table of Contents

          Acquisition of Eleven Product Tanker and Two Chemical Tanker Vessels: On April 8, 2010, pursuant to the terms and conditions of the Acquisition Agreement by and between Navios Acquisition and Navios Holdings, Navios Acquisition agreed to acquire 13 vessels (11 product tankers and two chemical tankers) plus options to purchase two additional product tankers, for an aggregate purchase price of $457.7 million.
          Navios Acquisition Warrant Exercise Program: On September 2, 2010, Navios Acquisition announced the successful completion of its warrant program (the “Warrant Exercise Program”). Under the Warrant Exercise Program, holders of publicly traded warrants (“Public Warrants”) had the opportunity to exercise the Public Warrants on enhanced terms through August 27, 2010. Navios Holdings exercised 13,635,000 private warrants for a total $77.0 million in cash. Navios Holdings currently holds no warrants of Navios Acquisition.
          The Navios Holdings Credit Facility: In connection with the VLCC Acquisition, Navios Acquisition entered into a $40.0 million credit facility with Navios Holdings. The $40.0 million facility has a margin of LIBOR plus 300 bps and a term of 18 months, maturing on April 1, 2012. Pursuant to an amendment in October 2010, the facility will be available for multiple drawings up to a limit of $40.0 million. Pursuant to an amendment dated November 8, 2011, the maturity of the facility was extended to December 2014. Following the issuance of the notes in October 2010 and during the first half of 2011, Navios Acquisition prepaid $33.6 million of this facility and, during the third quarter of 2011, Navios Acquisition drew down on $29.6 million from the facility. As of September 30, 2011, the outstanding amount under this facility was $36.0 million and was recorded under “Loan receivable from affiliate companies”.
Quantitative and Qualitative Disclosures about Market Risks
          Navios Holdings is exposed to certain risks related to interest rate, foreign currency and charter rate risks. To manage these risks, Navios Holdings uses interest rate swaps (for interest rate risk) and FFAs (for charter rate risk).
Interest Rate Risk:
          Debt Instruments — On September 30, 2011 and December 31, 2010, Navios Holdings had a total of $1,452.6 million and $2,082.1 million, respectively, in long-term indebtedness. The debt is dollar denominated and bears interest at a floating rate, except for the senior notes, the ship mortgage notes and certain Navios Logistics’ loans discussed “Liquidity and Capital Resources” that bears interest at a fixed rate.
          The interest on the loan facilities is at a floating rate and, therefore, changes in interest rates would affect on their interest rate and related interest expense. The interest rate on the senior notes and the ship mortgage notes is fixed and, therefore, changes in interest rates affect their value, which as of September 30, 2011 was $900.4 million, but do not affect the related interest expense. Amounts drawn under the facilities and the ship mortgage notes are secured by the assets of Navios Holdings and its subsidiaries. A change in the LIBOR rate of 100 basis points would change interest expense for 2011 by $5.1 million.
          For a detailed discussion of Navios Holdings’ debt instruments refer to 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 70.7% of Navios Holdings’ expenses 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, 2011 would increase or decrease net income by approximately $1.0 million.
FFAs Derivative Risk:
          Forward Freight Agreements (FFAs) — Navios Holdings enters into FFAs as economic hedges relating to identifiable ship and/or cargo positions and as economic hedges of transactions that Navios Holdings expects to carry out in the normal course of its shipping business. By using FFAs, Navios Holdings manages the financial risk associated with fluctuating market conditions. The effectiveness of a hedging relationship is assessed at its inception and then throughout the period of its designation as a hedge. If an FFA qualifies for hedge accounting, any gain or loss on the FFA, as accumulated in “Accumulated Other Comprehensive Income,” is first recognized when measuring the profit or loss of related transaction. For FFAs that qualify for hedge accounting, the changes in fair values of the effective portion representing unrealized gains or losses are recorded in “Accumulated Other Comprehensive Income” in the stockholders’ equity while the unrealized gains or losses of the FFAs not qualifying for hedge accounting together with the ineffective portion of those qualifying for hedge accounting are recorded in the statement of operations under “Loss on Forward Freight Agreements.” The gains included in “Accumulated Other Comprehensive Income” will be reclassified to earnings under “Revenue” in the statement of operations in the same period or periods during which the hedged forecasted transaction affects earnings. During the three and nine month periods ended September 30, 2011 and 2010, and for the year ended December 31, 2010, no amounts were included in “Accumulated Other Comprehensive Income” and reclassified to earnings.
          At September 30, 2011 and December 31, 2010, none of the “mark to market” positions of the open dry bulk FFA contract qualified for hedge accounting treatment. Dry bulk FFAs traded by the Company that do not qualify for hedge accounting are shown at fair value in the balance sheet and changes in fair value are recorded in the statement of operations.

29


Table of Contents

          Navios Holdings is exposed to market risk in relation to its FFAs and could suffer substantial losses from these activities in the event expectations are incorrect. Navios Holdings trades FFAs with an objective of both economically hedging the risk on the fleet, specific vessels or freight commitments and taking advantage of short term fluctuations in market prices. As there was no position deemed to be open as of September 30, 2011, a ten percent change in underlying freight market indices has had no effect on the net income.
Critical Accounting Policies
          The Navios Holdings’ interim 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. Following is a discussion of the accounting policies that involve a higher degree of judgment and the methods of their application that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of its financial statements. Actual results may differ from these estimates under different assumptions or conditions.
          Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. Navios Holdings has described below what it believes are its most critical accounting policies that involve a high degree of judgment and the methods of their application. For a description of all of Navios Holdings’ significant accounting policies, see Note 2 to the consolidated financial statements included in Navios Holdings’ 2010 annual report on Form 20-F and in Navios Holdings’ Form 6-Ks dated August 9, 2011 and August 26, 2011, filed with the Securities and Exchange Commission and Note 2 to the condensed consolidated financial statements appearing elsewhere in this Form 6-K.
          Use of Estimates: The preparation of consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates and judgments, including those related to uncompleted voyages, future drydock dates, the carrying value of investments in affiliates, the selection of useful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, provisions necessary for accounts receivables, provisions for legal disputes, pension benefits, and contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions and/or conditions.
          Accounting for Derivative Financial Instruments and Hedge Activities: The Company enters into drybulk shipping FFAs as economic hedges relating to identifiable ship and/or cargo positions and as economic hedges of transactions the Company expects to carry out in the normal course of its shipping business. By utilizing certain derivative instruments, including drybulk shipping FFAs, the Company manages the financial risk associated with fluctuating market conditions. In entering into these contracts, the Company has assumed the risk that might arise from the possible inability of counterparties to meet the terms of their contracts.
          The Company also trades drybulk shipping FFAs which are cleared through NOS ASA, a Norwegian clearing house and LCH, the London clearing house. NOS ASA and LCH call for both base and margin collaterals, which are funded by Navios Holdings, and which in turn substantially eliminate counterparty risk. Certain portions of these collateral funds may be restricted at any given time as determined by NOS ASA and LCH. At the end of each calendar quarter, the fair value of drybulk shipping FFAs traded over-the-counter are determined from an index published in London, United Kingdom and the fair value of those FFAs traded with NOS ASA and LCH are determined from the NOS and LCH valuations accordingly.
          The Company records all of its derivative financial instruments and hedges as economic hedges except for those qualifying for hedge accounting. Gains or losses of instruments qualifying for hedge accounting as cash flow hedges are reflected under “Accumulated Other Comprehensive Income” in stockholders’ equity, while those instruments that do not meet the criteria for hedge accounting are reflected in the statements of income. For FFAs that qualify for hedge accounting, the changes in fair values of the effective portion representing unrealized gain or losses are recorded under “Accumulated Other Comprehensive Income” in stockholders’ equity while the unrealized gains or losses of the FFAs not qualifying for hedge accounting, together with the ineffective portion of those qualifying for hedge accounting are recorded in the statement of operations under “Gain/(loss) on derivatives”. The gains included in “Accumulated Other Comprehensive Income” are being reclassified to earnings under “Revenue” in the statements of income in the same period or periods during which the hedged forecasted transaction affects earnings. During the nine month period ended September 30, 2011 and 2010, no amounts were included in “Accumulated Other Comprehensive Income” and reclassified to earnings.
          The Company classifies cash flows related to derivative financial instruments within cash provided by operating activities in the consolidated statements of cash flows.
          Stock-based Compensation: On October 18, 2007 and December 16, 2008, the Compensation Committee of the Board of Directors authorized the issuance of restricted common stock, restricted stock units and stock options in accordance with the Company’s stock option plan for its employees, officers and directors. The Company awarded shares of restricted common stock and restricted stock units to its employees, officers and directors and stock options to its officers and directors, based on service conditions only, which vest over two or three years and three years, respectively. On December 17, 2009 and December 16, 2010, the Company authorized the issuance of shares of restricted common stock, restricted stock units and stock options in accordance with the Company’s stock option plan for its employees, officers and directors. The awards on December 17, 2009 and December 16, 2010 of restricted common stock and restricted stock units to its employees, officers and directors vest over three years.

30


Table of Contents

          The fair value of stock option grants is determined with reference to option pricing models, principally adjusted Black-Scholes models. The fair value of restricted stock and restricted stock units is determined by reference to the quoted stock price on the date of grant. Compensation expense, net of estimated forfeitures, is recognized based on a graded expense model over the vesting period.
          Impairment of Long-lived Assets: Vessels, other fixed assets, other long lived assets and certain identifiable intangibles held and used by Navios Holdings are reviewed periodically for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. In accordance with accounting for long-lived assets, management determines projected undiscounted cash flows for each asset and compares it to its carrying amount. In the event that projected undiscounted cash flows for an asset is less than its carrying amount, management reviews fair values and compares them to the asset’s carrying amount. In the event that impairment occurs, an impairment charge is recognized by comparing the asset’s carrying amount to its fair value. For the purposes of assessing impairment, long lived-assets are grouped at the lowest levels for which there are separately identifiable cash flows.
          For the three and nine month period ended September 30, 2011 and 2010, the management of Navios Holdings, after considering various indicators, including but not limited to the market price of its long-lived assets, its contracted revenues and cash flows and the economic outlook, concluded that no triggering event occurred on the long-lived assets of Navios Holdings.
          Although management believes the underlying indicators supporting this assessment are reasonable, if charter rate trends and the length of the current market downturn continue, management may be required to perform impairment analysis in the future that could expose Navios Holdings to material impairment charges in the future.
          No impairment loss was recognized for any of the periods presented.
          Vessel, Port Terminal, Tanker Vessels, Barges, Push boats and Other Fixed Assets, net: Vessels, port terminal, tanker vessels, barges, push boats and other fixed assets acquired as parts of business combinations are recorded at fair value on the date of acquisition. Vessels acquired as asset acquisitions are stated at historical cost, which consists of the contract price and any material expenses incurred upon acquisition (improvements and delivery expenses). Subsequent expenditures for major improvements and upgrading are capitalized, provided they appreciably extend the life, increase the earnings capacity or improve the efficiency or safety of the vessels. The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss is included in the accompanying consolidated statements of income.
          Expenditures for routine maintenance and repairs are expensed as incurred.
          Depreciation is computed using the straight line method over the useful life of the vessels, after considering the estimated residual value.
          Annual depreciation rates used, which approximate the useful life of the assets, are:
     
Vessels
  25 years
Port facilities and transfer station
  3 to 40 years
Tanker vessels, barges and push boats
  15 to 44 years
Furniture, fixtures and equipment
  3 to 10 years
Computer equipment and software
  5 years
Leasehold improvements
  shorter of lease term or 6 years
          Management estimates the residual values of the Company’s vessels based on a scrap value of $285 per lightweight ton, as the Company believes this level is common in the shipping industry. Management estimates the useful life of its vessels to be 25 years from the vessel’s original construction. However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is re-estimated to end at the date such regulations become effective. An increase in the useful life of a vessel or in its residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the useful life of a vessel or in its residual value would have the effect of increasing the annual depreciation charge.
          Deferred Drydock and Special Survey Costs: The Company’s vessels, barges and push boats are subject to regularly scheduled drydocking and special surveys which are carried out every 30 and 60 months, respectively for oceangoing vessels and every 84 months for pushboats and barges, to coincide with the renewal of the related certificates issued by the Classification Societies, unless a further extension is obtained in rare cases and under certain conditions. The costs of drydocking and special surveys is deferred and amortized over the above periods or to the next drydocking or special survey date if such has been determined. Unamortized drydocking or special survey costs of vessels, barges and push boats sold are written off to income in the year the vessel, barge or push boat is sold.

31


Table of Contents

          Goodwill and Other Intangibles:
          (i) Goodwill: As required by the accounting guidance, goodwill acquired in a business combination initiated after June 30, 2001 is not to be amortized. Goodwill is tested for impairment at the reporting unit level at least annually and written down with a charge to operations if its carrying amount exceeds the estimated implied fair value.
          The Company will evaluate impairment of goodwill using a two-step process. First, the aggregate fair value of the reporting unit is compared to its carrying amount, including goodwill. The Company determines the fair value of the reporting unit based on a combination of discounted cash flow analysis and an industry market multiple.
          If the fair value of a reporting unit exceeds the carrying amount, no impairment exists. If the carrying amount of the reporting unit exceeds the fair value, then the Company must perform the second step to determine the implied fair value of the reporting unit’s goodwill and compare it with its carrying amount. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all the assets and liabilities of that reporting unit, as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price. If the carrying amount of the goodwill exceeds the implied fair value, then goodwill impairment is recognized by writing the goodwill down to its implied fair value.
          No impairment loss was recognized for any of the periods presented.
          (ii) Intangibles Other than Goodwill: Navios Holdings’ intangible assets and liabilities consist of favorable lease terms, unfavourable lease terms, customer relationships, trade name, port terminal operating rights, backlog assets and liabilities. The fair value of the trade name was determined based on the “relief from royalty” method which values the trade name based on the estimated amount that a company would have to pay in an arms-length transaction to use that trade name. The asset is being amortized under the straight line method over 32 years.
          The fair value of customer relationships was determined based on the “excess earnings” method, which relies upon the future cash flow generating ability of the asset. The asset is amortized under the straight line method over 20 years.
          Other intangibles that are being amortized, such as the amortizable portion of favorable leases, port terminal operating rights, and backlog assets and liabilities, would be considered impaired if their carrying value could not be recovered from the future undiscounted cash flows associated with the asset. Vessel purchase options, which are included in favorable lease terms, are not amortized and would be considered impaired if the carrying value of an option, when added to the option price of the vessel, exceeded the fair value of the vessel.
          When intangible assets or liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value is determined by reference to market data and the discounted amount of expected future cash flows. Where charter rates are higher than market charter rates, an asset is recorded, being the difference between the acquired charter rate and the market charter rate for an equivalent vessel. Where charter rates are less than market charter rates, a liability is recorded, being the difference between the assumed charter rate and the market charter rate for an equivalent vessel. The determination of the fair value of acquired assets and assumed liabilities requires us to make significant assumptions and estimates of many variables including market charter rates, expected future charter rates, the level of utilization of our vessels and our weighted average cost of capital. The use of different assumptions could result in a material change in the fair value of these items, which could have a material impact on our financial position and results of operations.
          The amortizable value of favorable and unfavorable leases is amortized over the remaining life of the lease term and the amortization expense is included in the statement of operations in the Depreciation and Amortization line item. The amortizable value of favorable leases would be considered impaired if its fair market value could not be recovered from the future undiscounted cash flows associated with the asset. Vessel purchase options that have not been exercised, which are included in favorable lease terms, are not amortized and would be considered impaired if the carrying value of an option, when added to the option price of the vessel, exceeded the fair value of the vessel. As of September 30, 2011 there was no impairment of intangible assets.
          Vessel purchase options, which are included in favorable leases, are not amortized and when the purchase option is exercised the asset will be capitalized as part of the cost of the vessel and will be depreciated over the remaining useful life of the vessel. Vessel purchase options which are included in unfavorable lease terms are not amortized and when the purchase option is exercised by the charterer and the underlying vessel is sold, it will be recorded as part of “gain/loss on sale of the assets”. If the option is not exercised at the expiration date, it will be written-off to the statements of income.
          Investment in Available for Sale Securities: The Company classifies its existing marketable equity securities as available-for-sale. These securities are carried at fair value, with unrealized gains and losses excluded from earnings and reported directly in stockholders’ equity as a component of other comprehensive income (loss) unless an unrealized loss is considered “other-than-temporary,” in which case it is transferred to the statements of income. Management evaluates securities for other than temporary impairment (“OTTI”) on a quarterly basis. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the investee, and (3) the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in fair value.
          As of September 30, 2011 and December 31, 2010, the Company’s unrealized holding loss/gain related to these AFS Securities included in “Accumulated Other Comprehensive Income” were $1.9 million loss and $32.6 million gain, respectively. Based on the Company’s OTTI analysis, management considers the decline in market valuation of these securities to be temporary.

32


Table of Contents

However, there is the potential for future impairment charges relative to these equity securities if their fair values do not recover and our OTTI analysis indicates such write downs are necessary.
Recent Accounting Pronouncements
Fair Value Disclosures
          In January 2010, the Financial Accounting Standards Board (“FASB”) issued amended standards requiring additional fair value disclosures. The amended standards require disclosures of transfers in and out of Levels 1 and 2 of the fair value hierarchy, as well as requiring gross basis disclosures for purchases, sales, issuances and settlements within the Level 3 reconciliation. Additionally, the update clarifies the requirement to determine the level of disaggregation for fair value measurement disclosures and to disclose valuation techniques and inputs used for both recurring and nonrecurring fair value measurements in either Level 2 or Level 3. Navios Holdings adopted the new guidance in the first quarter of fiscal year 2010, except for the disclosures related to purchases, sales, issuance and settlements within Level 3, which is effective for Navios Holdings beginning in the first quarter of fiscal year 2011. The adoption of the new standard did not have a significant impact on Navios Holdings’ consolidated financial statements.
Supplementary Pro Forma Information for Business Combinations
          In December 2010, the FASB issued an amendment of the Accounting Standards Codification regarding Business Combinations. This amendment affects any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Navios Holdings adopted these new requirements in fiscal 2011 and the adoption did not have a significant impact on Navios Holdings’ consolidated financial statements.
Fair Value Measurement
          In May 2011, FASB issued amendments to achieve common fair value measurement and disclosure requirements. The new guidance (i) prohibits the grouping of financial instruments for purposes of determining their fair values when the unit of accounting is specified in another guidance, unless the exception provided for portfolios applies and is used; (ii) prohibits the application of a blockage factor in valuing financial instruments with quoted prices in active markets and (iii) extends that prohibition to all fair value measurements. Premiums or discounts related to size as a characteristic of the entity’s holding (that is, a blockage factor) instead of as a characteristic of the asset or liability (for example, a control premium), are not permitted. A fair value measurement that is not a Level 1 measurement may include premiums or discounts other than blockage factors when market participants would incorporate the premium or discount into the measurement at the level of the unit of accounting specified in another guidance. The new guidance aligns the fair value measurement of instruments classified within an entity’s shareholders’ equity with the guidance for liabilities. As a result, an entity should measure the fair value of its own equity instruments from the perspective of a market participant that holds the instruments as assets. The disclosure requirements have been enhanced. The most significant change will require entities, for their recurring Level 3 fair value measurements, to disclose quantitative information about unobservable inputs used and to include a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements. In addition, entities must report the level in the fair value hierarchy of assets and liabilities not recorded at fair value but where fair value is disclosed. The new guidance is effective for interim and annual periods beginning on or after December 15, 2011, with early adoption prohibited. The new guidance will require prospective application. The adoption of the new standard is not expected to have a significant impact on Navios Holdings’ consolidated financial statements.
Presentation of Comprehensive Income
          In June 2011, the FASB issued an update in the presentation of comprehensive income. According to the update, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and a total for other comprehensive income, along with a total for comprehensive income. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. The adoption of the new amendments is not expected to have a significant impact on Navios Holdings’ consolidated financial statements.

33


Table of Contents

Goodwill Impairment guidance
          In September 2011, the FASB issued an update to simplify how public entities, both public and nonpublic, test goodwill for impairment. The amendments in the update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount on a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted including for annual and interim impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The amendment will be adopted by Navios Holdings effective beginning in the first quarter of 2012. The adoption of the new amendments is not expected to have a significant impact on Navios Holdings’ consolidated financial statements.

34


 

NAVIOS MARITIME HOLDINGS INC.
Index
         
    Page  
CONDENSED CONSOLIDATED BALANCE SHEETS AS AT SEPTEMBER 30, 2011 (UNAUDITED) AND DECEMBER 31, 2010     F-2  
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010     F-4  
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010     F-5  
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010     F-6  
    F-7  
 EX-10.1
 EX-99.1

F-1


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars — except share data)
                         
            September 30,        
            2011     December 31,  
    Note     (unaudited)     2010  
ASSETS
                       
Current assets
                       
Cash and cash equivalents
    4     $ 194,937       207,410  
Restricted cash
            17,557       34,790  
Accounts receivable, net
            108,353       70,388  
Short-term derivative assets
    8       1,316       1,420  
Due from affiliate companies
    11       40,060       2,603  
Prepaid expenses and other current assets
            48,202       33,354  
 
                   
Total current assets
            410,425       349,965  
 
                   
Deposits for vessel acquisitions
    5       27,308       377,524  
Vessels, port terminal and other fixed assets, net
    5       1,783,180       2,249,677  
Long-term derivative assets
    8       45       149  
Restricted cash
                  18,787  
Other long-term assets
            67,426       60,132  
Loan receivable from affiliate companies
    11       36,000        
Investments in affiliates
    3,14       115,590       18,695  
Investments in available for sale securities
            74,506       99,078  
Intangible assets other than goodwill
    6       249,257       327,703  
Goodwill
            160,336       175,057  
 
                   
Total noncurrent assets
            2,513,648       3,326,802  
 
                   
Total assets
          $ 2,924,073     $ 3,676,767  
 
                   
 
                       
LIABILITIES AND EQUITY
                       
Current liabilities
                       
Accounts payable
          $ 54,970     $ 49,496  
Dividends payable
            6,101       7,214  
Accrued expenses
            86,781       62,417  
Deferred income and cash received in advance
    11       27,922       17,682  
Short-term derivative liability
    8             245  
Current portion of capital lease obligations
            31,330       1,252  
Current portion of long-term debt
    7       70,307       63,297  
 
                   
Total current liabilities
            277,411       201,603  
 
                   
Senior and ship mortgage notes, net of discount
    7       945,395       1,093,787  
Long-term debt, net of current portion
    7       432,273       918,826  
Capital lease obligations, net of current portion
                  31,009  
Unfavorable lease terms
    6       46,400       56,875  
Other long-term liabilities and deferred income
    11       40,827       36,020  
Deferred tax liability
            19,920       21,104  
 
                   
Total noncurrent liabilities
            1,484,815       2,157,621  
 
                   
Total liabilities
            1,762,226       2,359,224  
 
                   
Commitments and contingencies
    10              
Stockholders’ equity
                       
Preferred stock — $0.0001 par value, authorized 1,000,000 shares, 8,479 issued and outstanding as of September 30, 2011 and December 31, 2010, respectively.
                   

F-2


Table of Contents

                         
            September 30,        
            2011     December 31,  
    Note     (unaudited)     2010  
Common stock — $0.0001 par value, authorized 250,000,000 shares, issued and outstanding 101,686,343 and 101,563,766 as of September 30, 2011 and December 31, 2010, respectively.
    9       10       10  
Additional paid-in capital
    9       541,646       531,265  
Accumulated other comprehensive (loss)/income
            (1,909 )     32,624  
Retained earnings
            505,109       495,684  
 
                   
Total Navios Holdings’ stockholders’ equity
            1,044,856       1,059,583  
 
                   
Noncontrolling interest
            116,991       257,960  
 
                   
Total stockholders’equity
            1,161,847       1,317,543  
 
                   
Total liabilities and stockholders’ equity
          $ 2,924,073     $ 3,676,767  
 
                   
See unaudited notes to condensed consolidated financial statements

F-3


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of U.S. dollars — except share and per share data)
                                         
            Three Month     Three Month     Nine Month     Nine Month  
            Period Ended     Period Ended     Period Ended     Period Ended  
          September 30, 2011     September 30, 2010     September 30, 2011     September 30, 2010  
    Note     (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Revenue
    12     $ 173,810     $ 170,177     $ 520,935     $ 489,991  
Time charter, voyage and port terminal expenses
            (73,162 )     (69,392 )     (197,124 )     (218,123 )
Direct vessel expenses
            (28,236 )     (26,212 )     (90,481 )     (67,365 )
General and administrative expenses
            (12,436 )     (20,005 )     (39,121 )     (43,549 )
Depreciation and amortization
    5,6       (24,622 )     (23,864 )     (82,340 )     (71,171 )
Interest income/expense and finance cost, net
            (24,272 )     (22,487 )     (78,842 )     (64,878 )
(Loss)/gain on derivatives
    8       (3 )     (37 )     (85 )     4,005  
Gain on sale of assets
    5       35             38,822       26,134  
(Loss)/gain on change in control
    3,8,11                   (35,325 )     17,742  
Loss on bond extinguishment
    7                   (21,199 )      
Other expense, net
            (3,437 )     (3,799 )     (8,157 )     (10,603 )
 
                               
Income before equity in net earnings of affiliated companies
            7,677       4,381       7,083       62,183  
Equity in net earnings of affiliated companies
    11       7,956       9,661       22,702       29,417  
 
                               
Income before taxes
          $ 15,633     $ 14,042     $ 29,785     $ 91,600  
Income tax benefit/(expense)
            317       (244 )     136       657  
 
                               
Net income
            15,950       13,798       29,921       92,257  
 
                               
Less: Net loss/(income) attributable to the noncontrolling interest
            340       842       (911 )     193  
Preferred stock dividends of subsidiary
                        (27 )      
Preferred stock dividends attributable to the noncontrolling interest
                        12        
 
                               
Net income attributable to Navios Holdings common stockholders
          $ 16,290     $ 14,640     $ 28,995     $ 92,450  
 
                               
Income attributable to Navios Holdings common stockholders, basic
    13     $ 15,863     $ 14,038     $ 27,727     $ 90,833  
 
                               
Income attributable to Navios Holdings common stockholders, diluted
    13     $ 16,290     $ 14,962     $ 28,995     $ 93,407  
 
                               
Basic net earnings per share attributable to Navios Holdings common stockholders
          $ 0.16     $ 0.14     $ 0.27     $ 0.90  
 
                               
Weighted average number of shares, basic
    13       100,963,351       100,559,330       100,922,197       100,485,842  
 
                               
Diluted net earnings per share attributable to Navios Holdings common stockholders
          $ 0.15     $ 0.13     $ 0.26     $ 0.81  
 
                               
Weighted average number of shares, diluted
    13       110,260,735       116,807,405       110,299,623       115,145,274  
 
                               
See unaudited notes to condensed consolidated financial statements.

F-4


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
                         
            Nine Month     Nine Month  
            Period Ended     Period Ended  
          September 30, 2011     September 30, 2010  
    Note     (unaudited)     (unaudited)  
OPERATING ACTIVITIES:
                       
Net income
          $ 29,921     $ 92,257  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Non cash adjustments
            103,758       56,266  
Increase in operating assets
            (117,626 )     (13,619 )
Increase in operating liabilities
            50,878       2,100  
Payments for drydock and special survey costs
            (8,886 )     (8,556 )
 
                   
Net cash provided by operating activities
            58,045       128,448  
 
                   
INVESTING ACTIVITIES:
                       
Deconsolidation of Navios Acquisition
            (72,425 )      
Acquisition of subsidiary, net of cash assumed
                  (98,913 )
Decrease/(increase) in restricted cash for asset acquisitions
            778       (46,871 )
Acquisition of General Partner units
            (2,052 )     (3,566 )
Acquisition of vessels
    5       (56,059 )     (121,087 )
Deposits for vessel acquisitions
    5       (30,297 )     (349,987 )
Receipts from finance lease
                  181  
Proceeds from sale of assets
    5       120,000       322,082  
Purchase of property and equipment
    5       (67,231 )     (9,794 )
 
                   
Net cash used in investing activities
            (107,286 )     (307,955 )
 
                   
 
                       
FINANCING ACTIVITIES:
                       
Proceeds from long-term loan, net of deferred finance fees
    7       70,528       377,090  
Repayment of long-term debt
    7       (239,004 )     (212,683 )
Repayment of senior notes
    7       (300,000 )      
Proceeds from issuance of senior notes, net of deferred finance fees
    7       534,188        
Dividends paid
            (20,710 )     (20,143 )
Issuance of common stock
            415       415  
Payments of obligations under capital leases
    5       (931 )      
Decrease/(increase) in restricted cash
            920       (3,375 )
Proceeds from warrant exercise
                  (2,060 )
Acquisition of noncontrolling interest
    7       (8,638 )      
Dividends to noncontrolling shareholders
                  (470 )
 
                   
Net cash provided by financing activities
            36,768       138,774  
 
                   
Decrease in cash and cash equivalents
            (12,473 )     (40,733 )
 
                   
 
                       
Cash and cash equivalents, beginning of period
            207,410       173,933  
 
                   
 
                       
Cash and cash equivalents, end of period
          $ 194,937     $ 133,200  
 
                   
 
                       
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                       
Cash paid for interest
          $ 52,441     $ 54,144  
Cash paid for income taxes
          $ 834     $ 478  
 
                       
Non-cash investing and financing activities
                       
For issuance of preferred stock in connection with the acquisition of vessels see Note 5 and 9.           $     $ 33,715  
Equity in net earnings of affiliated companies
          $ 22,702     $ 29,417  
Dividends declared but not paid
          $ 6,101     $ 6,061  
See unaudited notes to condensed consolidated financial statements.

F-5


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of U.S. dollars — except share data)
                                                                                 
                                                    Accumulated     Total              
    Number of             Number of             Additional             Other     Navios Holdings’              
    Preferred     Preferred     Common     Common     Paid-in     Retained     Comprehensive     Stockholders’     Noncontrolling        
    Shares     Stock     Shares     Stock     Capital     Earnings     Income/(Loss)     Equity     Interest     Total Equity  
Balance December 31, 2009
    8,201             100,874,199       10       533,729       376,585       15,156       925,480       135,270       1,060,750  
Net income
                                  92,450             92,450       (193 )     92,257  
Other comprehensive income:
                                                                               
— Unrealized holding gains on investments in available-for-sale securities
                                        13,359       13,359             13,359  
 
                                                                         
Total comprehensive income
                                                            105,809       (193 )     105,616  
Noncontrolling interest of Navios Acquisition
                                                    60,556       60,556  
Consultancy fees of Navios Acquisition
                                                    5,619       5,619  
Warrant exercise (net of $3,300 of program related expenses)                             (24,115 )                 (24,115 )     22,055       (2,060 )
Vanship shares
                                                    10,744       10,744  
Release of Escrow of Navios Logistics
                                                    10,869       10,869  
Contribution to noncontrolling shareholders of Navios Logistics                                                     (467 )     (467 )
Issuance of preferred stock
    6,450                         33,710                   33,710             33,710  
Stock-based compensation expenses
                142,979             2,234                   2,234             2,234  
Dividends declared/ paid
                                  (19,731 )           (19,731 )           (19,731 )
 
                                                           
Balance September 30, 2010 (unaudited)
    14,651     $       101,017,178     $ 10     $ 545,558     $ 449,304     $ 28,515     $ 1,023,387     $ 244,453     $ 1,267,840  
 
                                                           
Balance December 31, 2010
    8,479             101,563,766       10       531,265       495,684       32,624       1,059,583       257,960       1,317,543  
Net income
                                  28,995             28,995       911       29,906  
Other comprehensive loss:
                                                                               
— Unrealized holding losses on investments in available-for-sale securities
                                        (34,533 )     (34,533 )           (34,533 )
 
                                                                         
Total comprehensive loss
                                                            (5,538 )     911       (4,627 )
Stock-based compensation expenses
                122,577             3,456                   3,456               3,456  
Dividends paid by subsidiary to noncontrolling shareholders on common stock and preferred stock                                                     (1,148 )     (1,148 )
Preferred stock dividends of subsidiary attributable to the noncontrolling interest                                                     15       15  
Navios Acquisition deconsolidation (Note 3)
                                                    (125,184 )     (125,184 )
Navios Logistics acquisition of noncontrolling interest (including transaction expenses) (Note 7)                             6,925                   6,925       (15,563 )     (8,638 )
Dividends declared/ paid
                                  (19,570 )           (19,570 )           (19,570 )
 
                                                           
Balance September 30, 2011(unaudited)
    8,479     $       101,686,343     $ 10     $ 541,646     $ 505,109     $ (1,909 )   $ 1,044,856     $ 116,991     $ 1,161,847  
 
                                                           
See unaudited notes to condensed consolidated financial statements.

F-6


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
NOTE 1 — DESCRIPTION OF BUSINESS
     On August 25, 2005, pursuant to a Stock Purchase Agreement dated February 28, 2005, as amended, by and among International Shipping Enterprises, Inc. (“ISE”), Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”) and all the shareholders of Navios Holdings, ISE acquired Navios Holdings through the purchase of all of the outstanding shares of common stock of Navios Holdings. As a result of this acquisition, Navios Holdings became a wholly owned subsidiary of ISE. In addition, on August 25, 2005, simultaneously with the acquisition of Navios Holdings, ISE effected a reincorporation from the State of Delaware to the Republic of the Marshall Islands through a downstream merger with and into its newly acquired wholly owned subsidiary, whose name was and continues to be Navios Maritime Holdings Inc.
     Navios Holdings is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities, including iron ore, coal and grain.
Navios Logistics
     On January 1, 2008, pursuant to a share purchase agreement, Navios Holdings contributed (i) $112,200 in cash and (ii) the authorized capital stock of its wholly owned subsidiary Corporacion Navios Sociedad Anonima (“CNSA”) in exchange for the issuance and delivery of 12,765 shares of Navios South American Logistics Inc. (“Navios Logistics”), representing 63.8% (or 67.2% excluding contingent consideration) of its outstanding stock. Navios Logistics acquired all ownership interests in the Horamar Group (“Horamar”) in exchange for (i) $112,200 in cash, of which $5,000 was initially kept in escrow and payable upon the attainment of certain EBITDA targets during specified periods through December 2008 (the “EBITDA Adjustment”) and (ii) the issuance of 7,235 shares of Navios Logistics representing 36.2% (or 32.8% excluding contingent consideration) of Navios Logistics’ outstanding stock, of which 1,007 shares were initially kept in escrow pending attainment of certain EBITDA targets. In November 2008, $2,500 in cash and 503 shares were released from escrow when Horamar achieved the interim EBITDA target. As a result, Navios Holdings owned 65.5% (excluding 504 shares that remained in escrow as of such November 2008 date) of Navios Logistics.
     On March 20, 2009, August 19, 2009, and December 30, 2009, the agreement pursuant to which Navios Logistics acquired CNSA and Horamar was amended to postpone until June 30, 2010 the date for determining whether the EBITDA target was achieved. On June 17, 2010, $2,500 in cash and the 504 shares remaining in escrow were released from escrow upon the achievement of the EBITDA target threshold. Following the release of the remaining shares that were held in escrow, Navios Holdings currently owns 63.8% of Navios Logistics.
     Navios Logistics is one of the largest companies in the Hidrovia region of South America, serving the storage and marine transportation needs of its customers through two port storage and transfer facilities, one for grain commodities and the other for refined petroleum products, and a diverse fleet consisting of vessels, barges and pushboats.
Navios Acquisition
     On July 1, 2008, the Company completed the initial public offering, or the IPO, of its former subsidiary, Navios Maritime Acquisition Corporation (“Navios Acquisition”) (NYSE: NNA). At the time of the IPO, Navios Acquisition was a blank check company. In the offering, Navios Acquisition sold 25,300,000 units for an aggregate purchase price of $253,000. Each unit consisted of one share of Navios Acquisition’s common stock and one warrant. Navios Acquisition, at the time, was not a controlled subsidiary of the Company but was accounted for under the equity method due to the Company’s significant influence over Navios Acquisition.
     Navios Holdings purchased 6,337,551 shares of Navios Acquisition’s common stock for $63,230 in open market purchases. Moreover, on May 28, 2010, certain shareholders of Navios Acquisition redeemed 10,021,399 shares pursuant to redemption rights granted in the IPO upon de-“SPAC”-ing. As of May 28, 2010, following these transactions, Navios Holdings owned 12,372,551 shares of the outstanding common stock of Navios Acquisition. On that date, Navios Holdings acquired control over Navios Acquisition, and consequently concluded a business combination had occurred and consolidated the results of Navios Acquisition from that date until March 30, 2011.

F-7


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
     On March 30, 2011, Navios Holdings exchanged 7,676,000 shares of Navios Acquisition common stock it held for 1,000 shares of non-voting Series C preferred stock of Navios Acquisition pursuant to an Exchange Agreement between Navios Acquisition and Navios Holdings (“Navios Acquisition Share Exchange”). The fair value of the exchange was $30,474. Following the Navios Acquisition Share Exchange, Navios Holdings had 45% of the voting power and 53.7% of the economic interest in Navios Acquisition , since the preferred stock is considered, in substance common stock for accounting purposes. See Notes 3 and 16 for a discussion of recent changes to Navios Holdings’ voting power and economic interest in Navios Acquisition. As a result, from March 30, 2011, Navios Acquisition has been considered an affiliate entity and not as a controlled subsidiary of the Company, and the investment in Navios Acquisition has been accounted for under the equity method due to Navios Holdings’ significant influence over Navios Acquisition.
     Navios Acquisition is an owner and operator of tanker vessels focusing in the transportation of petroleum products (clean and dirty) and bulk liquid chemicals.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(a)   Basis of presentation: The accompanying interim condensed consolidated financial statements are unaudited, but, in the opinion of management, reflect all adjustments for a fair statement of Navios Holdings’ consolidated financial positions, statement of changes in equity, statements of income and cash flows for the periods presented. Adjustments consist of normal, recurring entries. The results of operations for the interim periods are not necessarily indicative of results for the full year. The footnotes are condensed as permitted by the requirements for interim financial statements and accordingly, do not include information and disclosures required under United States generally accepted accounting principles (“GAAP”) for complete financial statements. The December 31, 2010 balance sheet data was derived from audited financial statements, but do not include all disclosures required by U.S. GAAP. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements and notes included on Form 6-K dated August 9, 2011 and in Navios Holdings’ 2010 management discussion and analysis in the annual report filed on Form 20-F with the Securities and Exchange Commission (“SEC”).
 
(b)   Principles of consolidation: The accompanying interim consolidated financial statements include the accounts of Navios Holdings, a Marshall Islands corporation, and its majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidated statements.
     Subsidiaries: Subsidiaries are those entities in which the Company has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies. The acquisition method of accounting is used to account for the acquisition of subsidiaries that are deemed to be a business combination. The cost of an acquisition is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition. The excess of the cost of acquisition over the fair value of the net assets acquired and liabilities assumed is recorded as goodwill.
     Investments in Affiliates: Affiliates are entities over which the Company generally has between 20% and 50% of the voting rights, or over which the Company has significant influence, but does not exercise control. Investments in these entities are accounted for under the equity method of accounting. Under this method, the Company records an investment in the stock of an affiliate at cost, and adjusts the carrying amount for its share of the earnings or losses of the affiliate subsequent to the date of investment and reports the recognized earnings or losses in income. Dividends received from an affiliate reduce the carrying amount of the investment. When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.

F-8


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Entities included in the consolidation:
                         
        Effective        
    Nature /   Ownership   Country of   Statement of Operations
Company Name   Vessel Name   Interest   Incorporation   2011   2010
Navios Maritime Holdings Inc.
  Holding Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Navios Corporation
  Sub-Holding Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Navios International Inc.
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Navimax Corporation
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Navios Handybulk Inc.
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Hestia Shipping Ltd.
  Operating Company     100 %   Malta   1/1 — 9/30   1/1 — 9/30
Anemos Maritime Holdings Inc.
  Sub-Holding Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Navios ShipManagement Inc.
  Management Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
NAV Holdings Limited
  Sub-Holding Company     100 %   Malta   1/1 — 9/30   1/1 — 9/30
Kleimar N.V.
  Operating
Company/Vessel
Owning Company
    100 %   Belgium   1/1 — 9/30   1/1 — 9/30
Kleimar Ltd.
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Bulkinvest S.A.
  Operating Company     100 %   Luxembourg   1/1 — 9/30   1/1 — 9/30
Primavera Shipping Corporation
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Ginger Services Co.
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Aquis Marine Corp.
  Sub-Holding Company     100 %   Marshall Is.   1/1 — 9/30   3/23 — 9/30
Navios Tankers Management Inc.
  Management Company     100 %   Marshall Is.   1/1 — 9/30   3/24 — 9/30
Astra Maritime Corporation
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Achilles Shipping Corporation
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Apollon Shipping Corporation
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Herakles Shipping Corporation
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Hios Shipping Corporation
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Ionian Shipping Corporation
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Kypros Shipping Corporation
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Meridian Shipping Enterprises Inc.
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Mercator Shipping Corporation
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Arc Shipping Corporation
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Horizon Shipping Enterprises Corporation
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Magellan Shipping Corporation
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Aegean Shipping Corporation
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Star Maritime Enterprises Corporation
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Corsair Shipping Ltd.
  Vessel Owning Company     100 %   Marshall Is   1/1 — 9/30   1/1 — 9/30
Rowboat Marine Inc.
  Vessel Owning Company     100 %   Marshall Is   1/1 — 9/30   1/1 — 9/30
Hyperion Enterprises Inc.
  Vessel Owning Company     100 %   Marshall Is.     1/1 — 1/7
Beaufiks Shipping Corporation
  Vessel Owning Company     100 %   Marshall Is   1/1 — 9/30   1/1 — 9/30
Nostos Shipmanagement Corp.
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Aegean Sea Maritime Holdings Inc.
  Sub-Holding Company     100 %   Marshall Is.     3/18 — 5/27
Amorgos Shipping Corporation
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Andros Shipping Corporation
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Antiparos Shipping Corporation (3)
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27

F-9


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                         
        Effective        
    Nature /   Ownership   Country of   Statement of Operations
Company Name   Vessel Name   Interest   Incorporation   2011   2010
Ikaria Shipping Corporation (3)
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Kos Shipping Corporation (3)
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Mytilene Shipping Corporation (3)
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Skiathos Shipping Corporation (3)
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Syros Shipping Corporation (3)
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Skopelos Shipping Corporation
  Vessel Owning Company     100 %   Cayman Is.     3/18 — 5/27
Sifnos Shipping Corporation (3)
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Ios Shipping Corporation
  Vessel Owning Company     100 %   Cayman Is.     3/18 — 5/27
Thera Shipping Corporation (3)
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Rhodes Shipping Corporation
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Crete Shipping Corporation (3)
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Tinos Shipping Corporation (3)
  Vessel Owning Company     100 %   Marshall Is.     3/18 — 5/27
Portorosa Marine Corporation
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Shikhar Ventures S.A
  Vessel Owning Company     100 %   Liberia   1/1 — 9/30   1/1 — 9/30
Sizzling Ventures Inc.
  Operating Company     100 %   Liberia   1/1 — 9/30   1/1 — 9/30
Rheia Associates Co.
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Taharqa Spirit Corp.
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Rumer Holding Ltd.
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Chilali Corp.
  Vessel Owning Company     100 %   Marshall Is.     1/1 — 3/17
Pharos Navigation S.A.
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Pueblo Holdings Ltd.
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Surf Maritime Co.
  Vessel Owning Company     100 %   Marshall Is.     1/1 — 5/19
Quena Shipmanagement Inc.
  Operating Company     100 %   Marshall Is.   1/1 — 5/18   1/1 — 9/30
Orbiter Shipping Corp.
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Aramis Navigation
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
White Narcissus Marine S.A.
  Vessel Owning Company     100 %   Panama   1/1 — 9/30   1/1 — 9/30
Navios G.P. L.L.C.
  Operating Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Pandora Marine Inc.
  Vessel Owning Company     100 %   Marshall Is.     1/1 — 9/30
Floral Marine Ltd.
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Red Rose Shipping Corp.
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Customized Development S.A.
  Vessel Owning Company     100 %   Liberia     1/1 — 9/30
Highbird Management Inc.
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Ducale Marine Inc.
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Kohylia Shipmanagement S.A.
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 5/18   1/1 — 9/30
Vector Shipping Corporation
  Vessel Owning Company     100 %   Marshall Is.   1/1 — 9/30   2/16 — 9/30
Faith Marine Ltd.
  Vessel Owning Company     100 %   Liberia   1/1 — 9/30   5/19 — 9/30
Navios Maritime Finance (US) Inc.
  Operating Company     100 %   Delaware   1/1 — 9/30   1/1 — 9/30
Navios Maritime Finance II (US) Inc.
  Operating Company     100 %   Delaware   1/12 — 9/30  
Solange Shipping Ltd. (2)
  Vessel Owning Company     100 %   Marshall Is.   5/16 — 9/30  
Tulsi Shipmanagement Co. (2)
  Vessel Owning Company     100 %   Marshall Is.   4/20 — 9/30  
Cinthara Shipping Ltd. (2)
  Vessel Owning Company     100 %   Marshall Is.   4/28 — 9/30  
Rawlin Services Co. (2)
  Vessel Owning Company     100 %   Marshall Is.   5/3 — 9/30  
Mauve International S.A. (2)
  Vessel Owning Company     100 %   Marshall Is.   5/16 — 9/30  

F-10


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                         
        Effective        
    Nature /   Ownership   Country of   Statement of Operations
Company Name   Vessel Name   Interest   Incorporation   2011   2010
Navios Maritime Acquisition Corporation and Subsidiaries (1) :                        
Navios Maritime Acquisition Corporation
  Sub-Holding Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Aegean Sea Maritime Holdings Inc.
  Sub-Holding Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Amorgos Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Andros Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Antiparos Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Ikaria Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Kos Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Mytilene Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Skiathos Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Syros Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Skopelos Shipping Corporation
  Vessel Owning Company     53.7 %   Cayman Is.   1/1—3/30   5/28 — 9/30
Sifnos Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Ios Shipping Corporation
  Vessel Owning Company     53.7 %   Cayman Is.   1/1—3/30   5/28 — 9/30
Serifos Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30  
Thera Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Shinyo Dream Limited
  Vessel Owning Company     53.7 %   Hong Kong   1/1—3/30   9/10 — 9/30
Shinyo Kannika Limited
  Vessel Owning Company     53.7 %   Hong Kong   1/1—3/30   9/10 — 9/30
Shinyo Kieran Limited
  Vessel Owning Company     53.7 %   British Virgin Is.   1/1—3/30   9/10 — 9/30
Shinyo Loyalty Limited
  Vessel Owning Company     53.7 %   Hong Kong   1/1—3/30   9/10 — 9/30
Shinyo Navigator Limited
  Vessel Owning Company     53.7 %   Hong Kong   1/1—3/30   9/10 — 9/30
Shinyo Ocean Limited
  Vessel Owning Company     53.7 %   Hong Kong   1/1—3/30   9/10 — 9/30
Shinyo Saowalak Limited
  Vessel Owning Company     53.7 %   British Virgin Is.   1/1—3/30   9/10 — 9/30
Crete Shipping Corporation (3)
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Rhodes Shipping Corporation (3)
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Tinos Shipping Corporation (3)
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30   5/28 — 9/30
Folegandros Shipping Corporation (3)
  Vessel Owning Company     53.7 %   Marshall Is.   1/1—3/30  
Navios Acquisition Finance (US) Inc.
  Operating Company     53.7 %   Delaware   1/1—3/30  
 
(1)   As of March 30, 2011, following the Navios Acquisition Share Exchange, Navios Holdings’ ownership of the voting stock of Navios Acquisition decreased to 45% and Navios Holdings no longer controls a majority of the voting power of Navios Acquisition. As a result, from March 30, 2011, Navios Acquisition has not been consolidated and has been accounted for under the equity method of accounting based on Navios Holdings’ 53.7% economic interest in Navios Acquisition since the preferred stock is considered in substance common stock for accounting purposes. On November 4, 2011, following the return of the 217,159 shares to Navios Acquisition, Navios Holdings’ ownership of the outstanding voting stock of Navios Acquisition increased to 45.24% and its economic interest in Navios Acquisition increased to 53.96% (see Notes 3 and 16).
 
(2)   Each company has the option over a shipbuilding contract of a bulk carrier vessel (Note 5).
 
(3)   Each company has the rights over a shipbuilding contract of a tanker vessel.

F-11


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                         
        Effective        
    Nature /   Ownership   Country of   Statement of Operations
Company Name   Vessel Name   Interest   Incorporation   2011   2010
Navios South American Logistics and Subsidiaries:                        
Navios South American Logistics Inc.
  Sub-Holding Company     63.8 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Corporacion Navios S.A.
  Operating Company     63.8 %   Uruguay   1/1 — 9/30   1/1 — 9/30
Nauticler S.A.
  Sub-Holding Company     63.8 %   Uruguay   1/1 — 9/30   1/1 — 9/30
Compania Naviera Horamar S.A.
  Vessel-Operating Management Company     63.8 %   Argentina   1/1 — 9/30   1/1 — 9/30
Compania de Transporte Fluvial Int S.A.
  Sub-Holding Company     63.8 %   Uruguay   1/1 — 9/30   1/1 — 9/30
Ponte Rio S.A.
  Operating Company     63.8 %   Uruguay   1/1 — 9/30   1/1 — 9/30
Thalassa Energy S.A.
  Barge-Owning Company     39.9 %   Argentina   1/1 — 7/24   1/1 — 9/30
 
        63.8 %       7/25 — 9/30  
HS Tankers Inc.
  Tanker-Owning Company     32.5 %   Panama   1/1 — 7/24   1/1 — 9/30
 
        63.8 %       7/25 — 9/30  
HS Navigation Inc.
  Tanker-Owning Company     32.5 %   Panama   1/1 — 7/24   1/1 — 9/30
 
        63.8 %       7/25 — 9/30  
HS Shipping Ltd Inc.
  Tanker-Owning Company     39.9 %   Panama   1/1 — 7/24   1/1 — 9/30
 
        63.8 %       7/25 — 9/30  
HS South Inc.
  Tanker-Owning Company     39.9 %   Panama   1/1 — 7/24   1/1 — 9/30
 
        63.8 %       7/25 — 9/30  
Petrovia Internacional S.A.
  Land-Owning Company     63.8 %   Uruguay   1/1 — 9/30   1/1 — 9/30
Mercopar S.A.
  Operating/Barge-Owning Company     63.8 %   Paraguay   1/1 — 9/30   1/1 — 9/30
Navegacion Guarani S.A.
  Operating/Barge and Pushboat- Owning Company     63.8 %   Paraguay   1/1 — 9/30   1/1 — 9/30
Hidrovia OSR S.A.
  Tanker-Owning Company/Oil
Spill Response & Salvage
Services
    63.8 %   Paraguay   1/1 — 9/30   1/1 — 9/30
Mercofluvial S.A.
  Operating/Barge and Pushboat-Owning Company     63.8 %   Paraguay   1/1 — 9/30   1/1 — 9/30
Petrolera San Antonio S.A. (PETROSAN)   POA Facility-Owning Operating Company     63.8 %   Paraguay   1/1 — 9/30   1/1 — 9/30
Stability Oceanways S.A.
  Barge and Pushboat-Owning Operating Company     63.8 %   Panama   1/1 — 9/30   1/1 — 9/30
Hidronave South American Logistics S.A.   Pushboat-Owning Company     32.5 %   Brazil   1/1 — 9/30   1/1 — 9/30
Navarra Shipping Corporation
  Tanker-Owning Company     63.8 %   Marshall Is.   1/1 — 9/30   4/1 — 9/30
Pelayo Shipping Corporation
  Tanker-Owning Company     63.8 %   Marshall Is.   1/1 — 9/30   4/1 — 9/30
Varena Maritime Services S.A.
  Barge and Pushboat-Owning Operating Company     63.8 %   Panama   4/14 — 9/30  
Navios Logistics Finance (US) Inc.
  Operating Company     100 %   Delaware   1/16 — 9/30  

F-12


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Affiliates included in the financial statements accounted for under the equity method:
                         
    Nature /   Ownership   Country of   Statement of Operations
Company Name   Vessel Name   Interest   Incorporation   2011   2010
Navios Maritime Partners L.P. (*)
  Sub-Holding Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Navios Maritime Operating L.L.C. (*)
  Operating Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Libra Shipping Enterprises Corporation (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Alegria Shipping Corporation (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Felicity Shipping Corporation (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Gemini Shipping Corporation (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Galaxy Shipping Corporation (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Prosperity Shipping Corporation (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Fantastiks Shipping Corporation (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Aldebaran Shipping Corporation (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Aurora Shipping Enterprises Ltd. (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Sagittarius Shipping Corporation (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Palermo Shipping S.A. (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/1 — 9/30
Customized Development S.A. (*)
  Vessel Owning Company     17.22 %   Liberia   1/1 — 9/30  
Pandora Marine Inc. (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30  
Hyperion Enterprises Inc. (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   1/8 — 9/30
Chilali Corp. (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   3/18 — 9/30
JTC Shipping Trading Ltd. (*)
  Operating Company     17.22 %   Malta   1/1 — 9/30   3/18 — 9/30
Surf Maritime Co. (*)
  Vessel Owning Company     17.22 %   Marshall Is.   1/1 — 9/30   5/20 — 9/30
Orbiter Shipping Corp.
  Vessel Owning Company     17.22 %   Marshall Is.   5/19 — 9/30  
Kohylia Shipmanagement S.A.
  Vessel Owning Company     17.22 %   Marshall Is.   5/19 — 9/30  
Acropolis Chartering & Shipping Inc.
  Brokerage Company     50 %   Liberia   1/1 — 9/30   1/1 — 9/30
Navios Maritime Acquisition Corporation (***)
  Sub-Holding Company     53.7 %   Marshall Is.   3/31 — 9/30   1/1 — 5/27
Aegean Sea Maritime Holdings Inc. (***)
  Sub-Holding Company     53.7 %   Marshall Is.   3/31 — 9/30  
Amorgos Shipping Corporation (***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Andros Shipping Corporation (***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Antiparos Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Ikaria Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Kos Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Mytilene Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Skiathos Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Syros Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Skopelos Shipping Corporation (***)
  Vessel Owning Company     53.7 %   Cayman Is.   3/31 — 9/30  
Sifnos Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Ios Shipping Corporation (***)
  Vessel Owning Company     53.7 %   Cayman Is.   3/31 — 9/30  
Thera Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Shinyo Dream Limited (***)
  Vessel Owning Company     53.7 %   Hong Kong   3/31 — 9/30  
Shinyo Kannika Limited (***)
  Vessel Owning Company     53.7 %   Hong Kong   3/31 — 9/30  
Shinyo Kieran Limited (***)
  Vessel Owning Company     53.7 %   British Virgin Is.   3/31 — 9/30  
Shinyo Loyalty Limited (***)
  Vessel Owning Company     53.7 %   Hong Kong   3/31 — 9/30  
Shinyo Navigator Limited (***)
  Vessel Owning Company     53.7 %   Hong Kong   3/31 — 9/30  
Shinyo Ocean Limited (***)
  Vessel Owning Company     53.7 %   Hong Kong   3/31 — 9/30  
Shinyo Saowalak Limited (***)
  Vessel Owning Company     53.7 %   British Virgin Is.   3/31 — 9/30  
Crete Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Rhodes Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Tinos Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Folegandros Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Navios Acquisition Finance (US) Inc (***)
  Operating Company     53.7 %   Delaware   3/31 — 9/30  
Serifos Shipping Corporation (**)(***)
  Vessel Owning Company     53.7 %   Marshall Is.   3/31 — 9/30  
Amindra Navigation Co.
  Operating Company     53.7 %   Marshall Is.   4/28 — 9/30  
Kithira Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   6/7 — 9/30  
Antikithira Shipping Corporation
  Vessel Owning Company     53.7 %   Marshall Is.   6/7 — 9/30  

F-13


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
 
(*)   Percentage does not include the ownership of 3,131,415, 1,174,219, 788,370 and 507,916 common units received in relation to the sale of the Navios Hope, the Navios Aurora II, both the Navios Fulvia and the Navios Melodia, and both the Navios Luz and the Navios Orbiter, respectively, to Navios Maritime Partners L.P. (“Navios Partners”) since these are considered available-for-sale securities.
 
(**)   Each company has the rights over a shipbuilding contract of a tanker vessel.
 
(***)   As of March 30, 2011, following the Navios Acquisition Share Exchange, Navios Holdings’ ownership of the voting stock of Navios Acquisition decreased to 45% and Navios Holdings no longer controls a majority of the voting power of Navios Acquisition. As a result, from March 30, 2011, Navios Acquisition has not been consolidated and has been accounted for under the equity method of accounting based on Navios Holdings’ 53.7% economic interest in Navios Acquisition since the preferred stock is considered in substance common stock for accounting purposes. On November 4, 2011, following the return of the 217,159 shares to Navios Acquisition, Navios Holdings’ ownership of the outstanding voting stock of Navios Acquisition increased to 45.24% and its economic interest in Navios Acquisition increased to 53.96% (see Notes 3 and 16).
 
(c)   Use of estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates and judgments, including those related to uncompleted voyages, future drydock dates, the carrying value of investments in affiliates, the selection of useful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, provisions necessary for accounts receivables, provisions for legal disputes, pension benefits, and contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions and/or conditions.
 
(d)   Recent Accounting Pronouncements:
Fair Value Disclosures
     In January 2010, the Financial Accounting Standards Board (“FASB”) issued amended standards requiring additional fair value disclosures. The amended standards require disclosures of transfers in and out of Levels 1 and 2 of the fair value hierarchy, as well as requiring gross basis disclosures for purchases, sales, issuances and settlements within the Level 3 reconciliation. Additionally, the update clarifies the requirement to determine the level of disaggregation for fair value measurement disclosures and to disclose valuation techniques and inputs used for both recurring and nonrecurring fair value measurements in either Level 2 or Level 3. Navios Holdings adopted the new guidance in the first quarter of fiscal 2010, except for the disclosures related to purchases, sales, issuance and settlements, which was effective for Navios Holdings beginning in the first quarter of fiscal year 2011. The amendment will be adopted by Navios Holdings effective beginning in the first quarter of 2012. The adoption of the new standards did not have and is not expected to have a significant impact on Navios Holdings’ consolidated financial statements.
Supplementary Pro Forma Information for Business Combinations
     In December 2010, the FASB issued an amendment of the Accounting Standards Codification regarding Business Combinations. This amendment affects any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Navios Holdings adopted these new requirements in fiscal 2011 and the adoption did not have a significant impact on Navios Holdings’ consolidated financial statements.

F-14


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Fair Value Measurement
     In May 2011, the FASB issued amendments to achieve common fair value measurement and disclosure requirements. The new guidance (i) prohibits the grouping of financial instruments for purposes of determining their fair values when the unit of accounting is specified in another guidance, unless the exception provided for portfolios applies and is used; (ii) prohibits application of a blockage factor in valuing financial instruments with quoted prices in active markets and (iii) extends that prohibition to all fair value measurements. Premiums or discounts related to size as a characteristic of the entity’s holding (that is, a blockage factor) instead of as a characteristic of the asset or liability (for example, a control premium), are not permitted. A fair value measurement that is not a Level 1 measurement may include premiums or discounts other than blockage factors when market participants would incorporate the premium or discount into the measurement at the level of the unit of accounting specified in another guidance. The new guidance aligns the fair value measurement of instruments classified within an entity’s shareholders’ equity with the guidance for liabilities. As a result, an entity should measure the fair value of its own equity instruments from the perspective of a market participant that holds the instruments as assets. The disclosure requirements have been enhanced. The most significant change will require entities, for their recurring Level 3 fair value measurements, to disclose quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements. In addition, entities must report the level in the fair value hierarchy of assets and liabilities not recorded at fair value but where fair value is disclosed. The new guidance is effective for interim and annual periods beginning on or after December 15, 2011, with early adoption prohibited. The new guidance will require prospective application. The adoption of the new standard is not expected to have a significant impact on Navios Holdings’ consolidated financial statements.
Presentation of Comprehensive Income
     In June 2011, the FASB issued an update in the presentation of comprehensive income. According to the update an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and a total for other comprehensive income, along with a total for comprehensive income. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The amendments in this Update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. The adoption of the new amendments is not expected to have a significant impact on Navios Holdings’ consolidated financial statements.
Goodwill Impairment Guidance
     In September 2011, the FASB issued an update to simplify how public entities test goodwill for impairment. The amendments in the update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount on a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted including for annual and interim impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The amendment will be adopted by Navios Holdings effective beginning in the first quarter of 2012. The adoption of the new amendments is not expected to have a significant impact on Navios Holdings’ consolidated financial statements.

F-15


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
NOTE 3: ACQUISITION/DECONSOLIDATION
Navios Acquisition acquired assets from Navios Holdings upon de-“SPAC”-ing
     On May 25, 2010, after its special meeting of stockholders, Navios Acquisition announced the approval of (a) the acquisition from Navios Holdings of 13 vessels (11 product tankers and two chemical tankers plus options to purchase two additional product tankers) for an aggregate purchase price of $457,659, of which $128,659 was to be paid from existing cash and the $329,000 balance with existing and new debt financing pursuant to the terms and conditions of the Acquisition Agreement by and between Navios Acquisition and Navios Holdings and (b) certain amendments to Navios Acquisition’s amended and restated articles of incorporation.
     Following the consummation of the transactions described in the Acquisition Agreement, Navios Holdings was released from all debt and equity commitments for the above vessels and Navios Acquisition reimbursed Navios Holdings for equity payments made prior to the stockholders’ meeting under the purchase contracts for the vessels, plus all associated payments previously made by Navios Holdings, which in the aggregate amounted to $76,485.
     On May 28, 2010, certain shareholders of Navios Acquisition redeemed their shares pursuant to redemption rights granted in the IPO upon de-“SPAC”-ing, and Navios Holdings’ ownership of Navios Acquisition increased to 57.3%. At that point, Navios Holdings obtained control over Navios Acquisition and, consequently, concluded that a business combination had occurred and consolidated Navios Acquisition from that date onwards until March 30, 2011.
     Goodwill of $13,143 arising from the transaction is not tax deductable and has been allocated to the Company’s Tanker Vessel Operations.
     In connection with the business combination, the Company (i) re-measured its previously-held equity interests in Navios Acquisition to fair value and recognized the difference between fair value and the carrying value as a gain, (ii) recognized 100% of the identifiable assets and liabilities of Navios Acquisition at their fair values, (iii) recognized a 42.7% noncontrolling interest at fair value, and (iv) recognized goodwill for the excess of the fair value of the noncontrolling interest and its previously-held equity interests in Navios Acquisition over the fair value of the identifiable assets and liabilities of Navios Acquisition. The fair value of the Company’s previously-held investment in the common stock of Navios Acquisition, as well as the fair value of the noncontrolling interest as of May 28, 2010, were both calculated based on the closing price of Navios Acquisition’s common stock on that date. The difference between the Company’s legal ownership percentage of 57.3% (based on common stock outstanding) and the percentage derived by dividing the $95,232 allocated to the Company’s investment in Navios Acquisition by the total value ascribed to Navios Acquisition’s net assets (including goodwill) of $155,788 is a result of treating the Company’s investment in Navios Acquisition’s warrants as a previously-held equity interest for purposes of calculating goodwill in accordance with ASC 805.
VLCC Acquisition
     On September 10, 2010, Navios Acquisition consummated the acquisition of seven very large crude carrier tankers (“VLCC”), referred to herein as the VLCC Acquisition, for $134,270 of cash and the issuance of 1,894,918 shares totaling $10,745 (of which 1,378,122 shares were deposited into a one year escrow to provide for indemnity and other claims). The 1,894,918 shares were valued using the closing price of the stock on the date before the acquisition of $5.67. The VLCC Acquisition was treated as a business combination and assets and liabilities were recorded at fair value. On November 4, 2011, of the 1,378,122 contingently returnable shares of common stock of Navios Acquisition that were issued on September 10, 2010 and deposited into escrow for the VLCC Acquisition, 1,160,963 shares were released to the sellers and the remaining 217,159 shares were returned to Navios Acquisition in settlement of representations and warranties attributable to the prior sellers. See also Note 16.
     If the VLCC Acquisition had been consummated as of January 1, 2010, Navios Holdings’s pro-forma revenues and net income for the three month period ended September 30, 2010 would have been $504,814 and $91,770, respectively, and Navios Holdings’ pro-forma revenues and net income and for the nine month period ended September 30, 2010 would have been $539,991 and $102,967, respectively.
     Transaction costs amounted to $8,019 and have been fully expensed. Transaction costs includes $5,619, which was the fair value of the 3,000 preferred shares issued to a third party as compensation for consulting services (see Note 9).
     Goodwill of $1,579 arising from the transaction is not tax deductible and has been allocated to the Company’s Tanker Vessel operations.

F-16


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Deconsolidation of Navios Acquisition
     On March 30, 2011, Navios Holdings completed the Navios Acquisition Share Exchange whereby Navios Holdings exchanged 7,676,000 shares of Navios Acquisition’s common stock it held for non-voting Series C preferred stock of Navios Acquisition pursuant to an Exchange Agreement entered into on March 30, 2011 between Navios Acquisition and Navios Holdings. The fair value of the exchange was $30,474, which was based on the share price of the publicly traded common shares of Navios Acquisition on March 30, 2011. Following the Navios Acquisition Share Exchange, Navios Holdings’ ownership of the outstanding voting stock of Navios Acquisition decreased to 45% and Navios Holdings no longer controls a majority of the voting power of Navios Acquisition. From that date onwards, Navios Acquisition has been considered as an affiliate entity of Navios Holdings and not as a controlled subsidiary of the Company, and the investment in Navios Acquisition has been accounted for under the equity method due to the Company’s significant influence over Navios Acquisition. Navios Acquisition has been accounted for under the equity method of accounting based on Navios Holdings’ economic interest in Navios Acquisition, which was 53.7% from March 30, 2011 until September 30, 2011 since the preferred stock is considered to be, in substance, common stock for accounting purposes. See “VLCC Acquisition” above and Note 16 for a discussion of recent changes to Navios Holdings’ voting power and economic interest in Navios Acquisition.
     On March 30, 2011, based on the equity method, the Company recorded an investment in Navios Acquisition of $103,250, which represents the fair value of the common stock and Series C preferred stock (in-substance common stock) that were held by Navios Holdings on such date. On March 30, 2011, the Company calculated a loss on change in control of $35,325, which was calculated as the fair value of the Company’s equity method investment in Navios Acquisition of $103,250 less the Company’s 53.7% interest in Navios Acquisition’s net assets on March 30, 2011.
NOTE 4: CASH AND CASH EQUIVALENTS
     Cash and cash equivalents consist of the following:
                 
    September 30,     December 31,  
    2011     2010  
Cash on hand and at banks
  $ 78,800     $ 114,615  
Short-term deposits and highly liquid funds
    116,137       92,795  
 
           
Total cash and cash equivalents
  $ 194,937     $ 207,410  
 
           
     Short-term deposits and highly liquid funds are comprised of deposits with banks with original maturities of less than 90 days.
NOTE 5: VESSELS, PORT TERMINAL AND OTHER FIXED ASSETS
                         
            Accumulated     Net Book  
Vessels   Cost     Depreciation     Value  
Balance December 31, 2010
  $ 1,548,383     $ (127,082 )   $ 1,421,301  
Additions
    133,874       (47,574 )     86,300  
Disposals
    (81,454 )     4,707       (76,747 )
 
                 
Balance September 30, 2011
  $ 1,600,803     $ (169,949 )   $ 1,430,854  
 
                 
                         
            Accumulated     Net Book  
Port Terminals (Navios Logistics)   Cost     Depreciation     Value  
Balance December 31, 2010
  $ 65,258     $ (9,031 )   $ 56,227  
Additions
    5,696       (1,870 )     3,826  
Disposals
    (152 )     103       (49 )
 
                 
Balance September 30, 2011
  $ 70,802     $ (10,798 )   $ 60,004  
 
                 

F-17


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                         
            Accumulated     Net Book  
Tanker vessels, barges and pushboats (Navios Logistics)   Cost     Depreciation     Value  
Balance December 31, 2010
  $ 278,837     $ (42,637 )   $ 236,200  
Additions
    59,680       (11,182 )     48,498  
 
                 
Balance September 30, 2011
  $ 338,517     $ (53,819 )   $ 284,698  
 
                 
                         
            Accumulated     Net Book  
Tanker vessels (Navios Acquisition)   Cost     Depreciation     Value  
Balance December 31, 2010
  $ 538,751     $ (9,092 )   $ 529,659  
Additions
    31,774       (7,198 )     24,576  
Navios Acquisition deconsolidation
    (570,525 )     16,290       (554,235 )
 
                 
Balance September 30, 2011
  $     $     $  
 
                 
                         
            Accumulated     Net Book  
Other fixed assets   Cost     Depreciation     Value  
Balance December 31, 2010
  $ 8,767     $ (2,477 )   $ 6,290  
Additions
    1,926       (592 )     1,334  
 
                 
Balance September 30, 2011
  $ 10,693     $ (3,069 )   $ 7,624  
 
                 
                         
            Accumulated     Net Book  
Total   Cost     Depreciation     Value  
Balance December 31, 2010
  $ 2,439,996     $ (190,319 )   $ 2,249,677  
Additions
    232,950       (68,416 )     164,534  
Disposals
    (81,606 )     4,810       (76,796 )
Navios Acquisition deconsolidation
    (570,525 )     16,290       (554,235 )
 
                 
Balance September 30, 2011
  $ 2,020,815     $ (237,635 )   $ 1,783,180  
 
                 
Sale of Vessels
     On May 19, 2011, Navios Holdings sold the Navios Luz, a 2010 built Capesize vessel of 179,144 deadweight ton (“dwt”), and the Navios Orbiter, a 2004 built Panamax vessel, to Navios Partners for a total consideration of $130,000, of which $120,000 was paid in cash and $10,000 was paid through the receipt of 507,916 newly issued common units of Navios Partners (see Note 11). The book value of both vessels was $76,746, resulting in a gain from the sale of $53,214, of which $38,787 had been recognized at the time of sale in the statements of income under “Gain on sale of assets” and the remaining $14,427 representing the profits derived from Navios Holdings’ 27.1% interest in Navios Partners has been deferred under “Other long term liabilities and deferred income” and is being amortized over the remaining useful lives of the assets or until the assets are sold.

F-18


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Vessel Acquisitions
     On January 28, 2011, Navios Holdings took delivery of the Navios Altamira, a new, 179,165 dwt 2010-built Capesize vessel, from a South Korean shipyard for an acquisition price of $55,427, of which $15,427 was paid in cash and the remaining amount of $40,000 was funded through a loan (see Note 7).
     On February 14, 2011, Navios Holdings took delivery of the Navios Azimuth, a new, 179,169 dwt 2011-built Capesize vessel from a South Korean shipyard for a purchase price of approximately $55,672, of which $14,021 was paid in cash, $40,000 was financed through a loan and the remaining amount was funded through the issuance of 300 shares of preferred stock issued on January 27, 2010, which have a nominal value of $3,000 and a fair value of $1,651 (see Note 9).
     On February 21, 2011, Navios exercised its purchase option to acquire the Navios Astra, a 53,468 dwt Ultra-Handymax vessel and former long-term chartered-in vessel in operation, was delivered to Navios Holdings’ owned fleet. The Navios Astra’s acquisition price was $22,775, of which $1,513 was the unamortized portion of the favorable lease term. On May 10, 2011, the amount of $18,850 was drawn to finance the acquisition of the Navios Astra (see Note 7).
Deposits for vessels acquisitions
     On May 30, 2011, Navios Holdings agreed to acquire a 81,600 dwt bulk carrier vessel, the Navios Avior, scheduled to be delivered in April 2012 by a South Korean shipyard. The purchase price for the new vessel is approximately $35,500, which was partially funded with a credit facility for an amount of up to $23,000 provided by Emporiki Bank of Greece (see Note 7 and Note16). As of September 30, 2011, $26,872 has been paid as deposits.
Navios Logistics
     During the first quarter of 2010, Navios Logistics began the construction of a grain drying and conditioning facility at its dry port facility in Nueva Palmira, Uruguay. The facility, which has been operational since May 16, 2011, has been financed entirely with funds provided by Navios Logistics’ dry port operations. For the construction of the facility, Navios Logistics paid $848 during the nine month period ended September 30, 2011 and $3,043 during the year ended December 31, 2010.
     During the nine month period ended September 30, 2011, Navios Logistics purchased two pushboats named William Hank and Lonny Fugate for $10,819 and another pushboat named WW Dyer for $6,360. Additionally, Navios Logistics paid $19,836 for the acquisition of 66 dry barges, $14,728 relating to transportation and other related costs associated with the acquired pushboats and barges, and $4,300 for the acquisition of a floating drydock facility.
     Additionally, during the nine month period ended September 30, 2011, Navios Logistics performed some improvements relating to its vessels, the Malva H, the Estefania H and the San San H, amounting to $44, $611 and $1,070, respectively.
     In June 2010, Navios Logistics entered into long-term bareboat agreements for two new product tankers, the Stavroula and the San San H (formely known as the Jiujiang), each with a capacity of 16,871 dwt. The San San H and the Stavroula were delivered in June and July 2010, respectively. Both tankers are chartered-in for a two-year period, and Navios Logistics has the obligation to purchase the vessels immediately upon the expiration of their respective charter periods. The purchase price of the vessels (including direct costs) amounted to approximately $19,643 and $17,904, respectively. As of September 30, 2011, the obligations for these vessels were accounted for as capital leases and the lease payments during the nine month period ended September 30, 2011 for both vessels were $931.

F-19


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
NOTE 6: INTANGIBLE ASSETS OTHER THAN GOODWILL
     Intangible assets as of September 30, 2011 consisted of the following:
Navios Holdings
                                 
    Acquisition     Accumulated     Disposal/Transfer to     Net Book Value  
    Cost     Amortization     Vessel Cost     September 30, 2011  
Trade name
  $ 100,420     $ (21,056 )   $     $ 79,364  
Port terminal operating rights
    34,060       (5,299 )           28,761  
Customer relationships
    35,490       (6,654 )           28,836  
Favorable lease terms (*)
    237,644       (123,835 )     (1,513 )     112,296  
 
                       
Total Intangible assets
    407,614       (156,844 )     (1,513 )     249,257  
 
                       
Unfavorable lease terms
    (127,513 )     81,113             (46,400 )
 
                       
Total
  $ 280,101     $ (75,731 )   $ (1,513 )   $ 202,857  
 
                       
     Intangible assets as of December 31, 2010 consisted of the following:
Navios Holdings (excluding Navios Acquisition)
                                 
                                 
            Accumulated     Disposal/Transfer     Net Book Value  
    Acquisition Cost     Amortization     to Vessel Cost     December 31, 2010  
Trade name
  $ 100,420     $ (18,172 )   $     $ 82,248  
Port terminal operating rights
    34,060       (4,605 )           29,455  
Customer relationships
    35,490       (5,323 )           30,167  
Favorable construction contracts
    7,600             (7,600 )      
Favorable lease terms (*)
    250,674       (123,178 )     (655 )     126,841  
 
                       
Total Intangible assets
    428,244       (151,278 )     (8,255 )     268,711  
 
                       
Unfavorable lease terms
    (127,513 )     76,249             (51,264 )
 
                       
Total
  $ 300,731     $ (75,029 )   $ (8,255 )   $ 217,447  
 
                       
Navios Acquisition
                                 
                                 
    Acquisition     Accumulated     Disposal/Transfer to     Net Book Value  
    Cost     Amortization     Vessel Cost     December 31, 2010  
Purchase options
    3,158                   3,158  
Favorable lease terms
    57,070       (1,236 )           55,834  
 
                       
Total intangible assets
    60,228       (1,236 )           58,992  
 
                       
Unfavorable lease terms
    (5,819 )     208             (5,611 )
 
                       
Total
  $ 54,409     $ (1,028 )   $     $ 53,381  
 
                       

F-20


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Total Navios Holdings
                                 
                               
            Accumulated     Disposal/Transfer     Net Book Value  
    Acquisition Cost     Amortization     to Vessel Cost     December 31, 2010  
Total intangible assets
  $ 488,472     $ (152,514 )   $ (8,255 )   $ 327,703  
Total unfavorable lease terms
    (133,332 )     76,457             (56,875 )
 
                       
Total
  $ 355,140     $ (76,057 )   $ (8,255 )   $ 270,828  
 
                       
 
(*)   On April 28, 2010 and on February 21, 2011, the Navios Vector, a 50,296 dwt Ultra-Handymax vessel, and the Navios Astra, a 53,468 dwt Ultra-Handymax vessel, both former long-term chartered-in vessels in operation, were delivered, respectively, to Navios Holdings’ owned fleet. The unamortized amounts of $655 of the Navios Vector’s and $1,513 of the Navios Astra’s favorable leases were included as an adjustment to the carrying value of the vessels.
     Amortization expense, net for the three and nine month periods ended September 30, 2011 amounted to $4,407 and $13,924, respectively ($4,279 and $14,953 for the three and nine month periods ended September 30, 2010, respectively).
The remaining aggregate amortization of acquired intangibles as of September 30, 2011 will be as follows:
                                                         
    Within one             Year     Year                    
Description   year     Year Two     Three     Four     Year Five     Thereafter     Total  
Trade name
  $ 3,860     $ 3,853     $ 3,853     $ 3,853     $ 3,853     $ 60,092     $ 79,364  
Favorable lease terms
    17,331       15,004       12,955       11,472       11,324       13,220       81,306  
Unfavorable lease terms
    (6,181 )     (5,428 )     (4,933 )     (3,924 )     (2,452 )     (7,592 )     (30,510 )
Port terminal operating rights
    917       917       917       917       917       24,176       28,761  
Customer relationships
    1,775       1,775       1,775       1,775       1,775       19,961       28,836  
 
                                         
Total
  $ 17,702     $ 16,121     $ 14,567     $ 14,093     $ 15,417     $ 109,857     $ 187,757  
 
                                         

F-21


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
NOTE 7: BORROWINGS
     Borrowings, as of September 30, 2011, consisted of the following:
         
    September 30,  
Navios Holdings loans   2011  
Loan Facility HSH Nordbank and Commerzbank A.G.
  $ 44,301  
Revolver Facility HSH Nordbank and Commerzbank A.G.
    8,656  
Commerzbank A.G.
    106,344  
Dekabank Deutsche Girozentrale
    75,000  
Loan Facility Emporiki Bank ($130,000)
    44,948  
Loan Facility Emporiki Bank ($75,000)
    36,125  
Loan Facility Emporiki Bank ($40,000)
    38,500  
Loan Facility Emporiki Bank ($23,000)
    16,132  
Loan Marfin
    18,379  
Loan DNB NOR Bank ($40,000)
    37,710  
Loan DNB NOR Bank ($66,500)
    55,800  
Unsecured bonds
    20,000  
Ship mortgage notes
    400,000  
Senior notes
    350,000  
 
     
Total Navios Holdings loans
  $ 1,251,895  
 
     
         
    September 30,  
Navios Logistics loans   2011  
Senior notes
  $ 200,000  
Other long-term loans
    685  
 
     
Total Navios Logistics loans
  $ 200,685  
 
     
         
    September 30,  
Total Navios Holdings loans (including Navios Logistics loans)   2011  
Total borrowings
  $ 1,452,580  
Less: unamortized discount
    (4,605 )
Less: current portion
    (70,307 )
 
     
Total long-term borrowings
  $ 1,377,668  
 
     
Navios Holdings loans
     In December 2006, the Company issued $300,000 in senior notes at a fixed rate of 9.5% due on December 15, 2014 (“2014 Notes”). On January 28, 2011, Navios Holdings completed the sale of $350,000 of 8.125% Senior Notes due 2019 (the “2019 Notes”). The net proceeds from the sale of the 2019 Notes were used to redeem any and all of Navios Holdings’ outstanding 2014 Notes and pay related transaction fees and expenses and for general corporate purposes. The effect of this transaction was the write off of $21,199 from deferred financing fees, which is recorded in the statement of income under “Loss on bond extinguishment”.

F-22


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
     Senior Notes: On January 28, 2011, the Company and its wholly owned subsidiary, Navios Maritime Finance II (US) Inc. (“NMF” and, together with the Company, the “2019 Co-Issuers”) issued $350,000 in senior notes due on February 15, 2019 at a fixed rate of 8.125%. The senior notes are fully and unconditionally guaranteed, jointly and severally and on an unsecured senior basis, by all of the Company’s subsidiaries, other than NMF, Navios Maritime Finance (US) Inc., Navios Maritime Acquisition Corporation and its subsidiaries, Navios South American Logistics Inc. and its subsidiaries and Navios GP L.L.C. The subsidiary guarantees are “full and unconditional”, as those terms are used in Regulation S-X Rule 3-10, 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 notes. The 2019 Co-Issuers have the option to redeem the notes in whole or in part, at any time (i) before February 15, 2015, at a redemption price equal to 100% of the principal amount, plus a make-whole premium, plus accrued and unpaid interest, if any, and (ii) on or after February 15, 2015, at a fixed price of 104.063% of the principal amount, which price declines ratably until it reaches par in 2017, plus accrued and unpaid interest, if any. At any time before February 15, 2014, the 2019 Co-Issuers may redeem up to 35% of the aggregate principal amount of the notes with the net proceeds of an equity offering at 108.125% of the principal amount of the notes, plus accrued and unpaid interest, if any, so long as at least 65% of the originally issued aggregate principal amount of the notes remains outstanding after such redemption. In addition, upon the occurrence of certain change of control events, the holders of the notes will have the right to require the 2019 Co-Issuers to repurchase some or all of the notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date. Pursuant to a registration rights agreement, the 2019 Co-Issuers and the guarantors filed a registration statement on June 21, 2011, that was declared effective on August 23, 2011. The exchange offer of the privately placed notes with publicly registered notes with identical terms was completed on September 30, 2011. The senior 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 2019 Co-Issuers’ properties and assets and creation or designation of restricted subsidiaries. The 2019 Co-Issuers were in compliance with the covenants as of September 30, 2011.
     Ship Mortgage Notes: In November 2009, the Company and its wholly owned subsidiary, Navios Maritime Finance (US) Inc. (together, the “Mortgage Notes Co-Issuers”) issued $400,000 of first priority ship mortgage notes due on November 1, 2017 at a fixed rate of 8.875%. The ship mortgage notes are senior obligations of the Mortgage Notes Co-Issuers and are secured by first priority ship mortgages on 15 vessels owned by certain subsidiary guarantors and other related collateral securities. The ship mortgage notes are fully and unconditionally guaranteed, jointly and severally by all of the Company’s direct and indirect subsidiaries that guarantee the 2019 Notes. The guarantees of the Company’s subsidiaries that own mortgage vessels are senior secured guarantees and the guarantees of the Company’s subsidiaries that do not own mortgage vessels are senior unsecured guarantees.
     At any time before November 1, 2012, the Mortgage Notes Co-Issuers may redeem up to 35% of the aggregate principal amount of the ship mortgage notes with the net proceeds of a public equity offering at 108.875% of the principal amount of the ship mortgage notes, plus accrued and unpaid interest, if any, so long as at least 65% of the originally issued aggregate principal amount of the ship mortgage notes remains outstanding after such redemption. In addition, the Mortgage Notes Co-Issuers have the option to redeem the ship mortgage notes in whole or in part, at any time (1) before November 1, 2013, at a redemption price equal to 100% of the principal amount plus a make whole price which is based on a formula calculated using a discount rate of treasury bonds plus 50 bps, and (2) on or after November 1, 2013, at a fixed price of 104.438%, which price declines ratably until it reaches par in 2015. Furthermore, upon occurrence of certain change of control events, the holders of the ship mortgage notes may require the Mortgage Notes Co-Issuers to repurchase some or all of the notes at 101% of their face amount. Pursuant to the terms of a registration rights agreement, as a result of satisfying certain conditions, the Mortgage Notes Co-Issuers and the guarantors are not obligated to file a registration statement that would have enabled the holders of ship mortgage notes to exchange the privately placed notes with publicly registered notes with identical terms. The ship mortgage 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 Mortgage Notes Co-Issuers’ properties and assets and creation or designation of restricted subsidiaries. The Mortgage Notes Co-Issuers were in compliance with the covenants as of September 30, 2011.
Loan Facilities:
     The majority of the Company’s senior secured credit facilities include maintenance covenants, including loan-to-value ratio covenants, based on either charter-adjusted valuations, or charter-free valuations. As of September 30, 2011, the Company was in compliance with all of the covenants under each of its credit facilities outlined below.

F-23


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
     HSH/Commerzbank Facility: In February 2007, Navios Holdings entered into a secured loan facility with HSH Nordbank and Commerzbank AG maturing on October 31, 2014. The facility was composed of a $280,000 term loan facility and a $120,000 reducing revolving facility and it has been amended and repaid as the vessels have been sold.
     The loan facility requires compliance with financial covenants, including Security Value Maintenance (“SVM”) ratio to total debt percentage and minimum liquidity. It is an event of default under the revolving credit facility if such covenants are not complied with or if Angeliki Frangou, the Company’s Chairman and Chief Executive Officer, beneficially owns less than 20% of the issued stock.
     On November 15, 2010, following the sale of the Navios Melodia and the Navios Fulvia to Navios Partners, Navios Holdings fully repaid its outstanding loan balance with HSH Nordbank in respect of the two vessels amounting to $71,898.
     On May 19, 2011, in connection with the sale of the Navios Orbiter to Navios Partners, Navios Holdings repaid $20,217 of the outstanding loan associated with this vessel. As of September 30, 2011, the outstanding amount under the revolving credit facility was $8,656 and the outstanding amount under the loan facility was $44,301.
     Emporiki Facilities: In December 2007, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece of up to $154,000 in order to partially finance the construction of two Capesize bulk carriers. In July 2009, following an amendment of the above-mentioned agreement, the amount of the facility has been changed to up to $130,000.
     On March 18, 2010, following the sale of the Navios Aurora II to Navios Partners, Navios Holdings repaid $64,350 and the outstanding amount of the facility has been reduced to $64,350. The interest rate of the amended facility is based on a margin of 175 bps. The amended facility is repayable in 7 semi-annual installments of $2,462 and 10 semi-annual installments of $1,641 with a final balloon payment of $11,304 on the last payment date. The loan facility requires compliance with certain financial covenants and the covenants contained in the 2019 Notes. As of September 30, 2011, the outstanding amount under this facility was $44,948.
     In August 2009, Navios Holdings entered into an additional facility agreement with Emporiki Bank of Greece of up to $75,000 (divided into two tranches of $37,500) to partially finance the acquisition costs of two Capesize vessels. Each tranche of the facility is repayable in 20 semi-annual installments of $1,375 with a final payment of $10,000 on the last payment date. The repayment of each tranche starts six months after the delivery date of the respective Capesize vessel. It bears interest at a rate of LIBOR plus 175 bps. On May 19, 2011, in connection with the sale of the Navios Luz to Navios Partners, Navios Holdings repaid $37,500 of the outstanding loan associated with this vessel. As of September 30, 2011, the outstanding amount under this facility was $36,125.
     In September 2010, Navios Holdings entered into another facility agreement with Emporiki Bank of Greece of up to $40,000 in order to partially finance the construction of one Capesize bulk carrier, the Navios Azimuth, which was delivered on February 14, 2011 to Navios Holdings. The loan is repayable in 20 semi-annual equal installments of $1,500, with a final balloon payment of $10,000 on the last payment date. It bears interest at a rate of LIBOR plus 275 bps. The loan facility requires compliance with certain financial covenants and the covenants contained in the 2019 Notes. As of September 30, 2011, the full amount was drawn and the outstanding amount under this facility was $38,500.
     In August 2011, Navios Holdings entered into an additional facility agreement with Emporiki Bank of Greece for an amount up to $23,000 in order to partially finance the construction of a newbuilding bulk carrier, the Navios Avior, which is expected to be delivered in April 2012 (see Note 5). The facility is repayable in 20 semi-annual equal installments of $750 after the drawdown date, with a final balloon payment of $8,000 on the last payment date. It bears interest at a rate of LIBOR plus 275 bps. The loan facility requires compliance with certain covenants and with the covenants contained in the 2019 Notes. As of September 30, 2011, an amount of $16,132 was drawn and outstanding under this facility.
     DNB Facilities: In June 2008, Navios Holdings entered into a facility agreement with DNB NOR BANK ASA of up to $133,000 in order to partially finance the construction of two Capesize bulk carriers. In June 2009, following an amendment of the above-mentioned agreement, one of the two tranches amounting to $66,500 was cancelled following the cancellation of construction of one Capesize bulk carrier. The interest rate of the amended facility is based on a margin of 225 bps as defined in the new agreement. The facility is repayable in nine semi-annual installments of $2,900, with a final payment of $29,700 on the last payment date. As of September 30, 2011, the outstanding amount under this facility was $55,800.

F-24


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
     In August 2010, Navios Holdings entered into a facility agreement with DNB NOR BANK ASA of up to $40,000 in order to partially finance the construction of one Capesize bulk carrier, the Navios Altamira, which was delivered on January 28, 2011 to Navios Holdings, and amended the loan. The loan bears interest at a rate of LIBOR plus 275 bps. The loan is repayable in 22 equal quarterly installments of $628, with a final balloon payment of $23,894 on the last payment date. The loan facility requires compliance with certain financial covenants and the covenants contained in the 2019 Notes. As of September 30, 2011, the outstanding amount under this facility was $37,710.
     Dekabank Facility: In February 2009 (amended and restated in May 2009), Navios Holdings entered into a facility of up to $120,000 with Dekabank Deutsche Girozentrale to finance the acquisition of two Capesize vessels. The loan is repayable in 20 semi-annual installments and bears an interest rate based on a margin of 190 bps. The loan facility requires compliance with certain financial covenants and the covenants contained in the 2019 Notes. Following the sale of the Navios Pollux to Navios Partners in May 2010, an amount of $39,000 was kept in a pledged account pending the delivery of a substitute vessel as collateral to this facility. The amount of $39,000 kept in the pledged account was released to finance the delivery of the Capesize vessel Navios Buena Ventura that was delivered to Navios Holdings on October 29, 2010. As of September 30, 2011, $75,000 was outstanding under this facility.
     Marfin Facility: In March 2009, Navios Holdings entered into a loan facility with Marfin Egnatia Bank of up to $110,000 to be used to finance the pre-delivery installments for the construction of newbuilding vessels and for general corporate purposes. It bears interest at a rate based on a margin of 275 bps. As of September 7, 2010, the available amount of the loan facility has been reduced to $30,000. On May 10, 2011, the amount of $18,850 was drawn to finance the acquisition of the Navios Astra. The loan is repayable beginning three months following the drawdown in seven equal quarterly installments of $471, with a final balloon payment of $15,553 on the last payment date. It bears interest at a rate of LIBOR plus 275 bps. The loan facility requires compliance with certain covenants. As of September 30, 2011, the outstanding amount under this facility was $18,379.
     Commerzbank Facility: In June 2009, Navios Holdings entered into facility agreement of up to $240,000 (divided into four tranches of $60,000) with Commerzbank AG in order to partially finance the acquisition of a Capesize vessel and the construction of three Capesize vessels. Following the delivery of two Capesize vessels, the Navios Melodia and the Navios Buena Ventura, on September 20, 2010 and October 29, 2010, respectively, Navios Holdings cancelled two of the four tranches and in October 2010 fully repaid their outstanding loan balances of $53,600 and $54,500, respectively. The third and fourth tranches of the facility are repayable starting three months after the delivery of each Capesize vessel in 40 quarterly installments of $882 and $835, respectively, with a final payment of $24,706 and $23,384, respectively, on the last payment date. It bears interest at a rate based on a margin of 225 bps. The loan facility requires compliance with certain covenants and with the covenants contained in the 2019 Notes. As of September 30, 2011, the outstanding amount was $106,344.
     Unsecured Bond: In July 2009, Navios Holdings issued a $20,000 unsecured bond due in July 2012 as a partial payment for the acquisition price of a Capesize vessel. Interest accrues on the principal amount of the unsecured bond at the rate of 6% per annum. All accrued interest (which will not be compounded) will be first due and payable in July 2012, which is the maturity date. The unsecured bond may be prepaid by Navios Holdings at any time without prepayment penalty.

F-25


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Navios Logistics loans
Logistics Senior Notes
          On April 12, 2011, Navios Logistics and its wholly-owned subsidiary Navios Logistics Finance (US) Inc. (“Logistics Finance” and, together the “Logistics Co-Issuers”) issued $200,000 in senior notes due on April 15, 2019 at a fixed rate of 9.25% (“the Logistics Senior Notes”). The Logistics Senior Notes are fully and unconditionally guaranteed, jointly and severally, by all of Navios Logistics’ direct and indirect subsidiaries except for Hidronave South American Logistics S.A. and Navios Logistics Finance (US) Inc. The subsidiary guarantees are “full and unconditional”, as those terms are used in Regulation S-X Rule 3-10, 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 notes. The Logistics Co-Issuers have the option to redeem the notes in whole or in part, at their option, at any time (i) before April 15, 2014, at a redemption price equal to 100% of the principal amount plus the applicable make-whole premium plus accrued and unpaid interest, if any, to the redemption date and (ii) on or after April 15, 2014, at a fixed price of 106.938%, which price declines ratably until it reaches par in 2017. At any time before April 15, 2014, the Logistics Co-Issuers may redeem up to 35% of the aggregate principal amount of the Logistics Senior Notes with the net proceeds of an equity offering at 109.25% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the redemption date so long as at least 65% of the originally issued aggregate principal amount of the notes remains outstanding after such redemption. In addition, upon the occurrence of certain change of control events, the holders of the Logistics Senior Notes will have the right to require the Logistics Co-Issuers to repurchase some or all of the notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.
          Under a registration rights agreement, the Logistics Co-Issuers and the subsidiary guarantors are obliged to file a registration statement prior to January 7, 2012, that enables the holders of the Logistics Senior Notes to exchange the privately placed notes with publicly registered notes with identical terms. The Logistics Senior Notes contain covenants which, among other things, limit the incurrence of additional indebtedness, issuance of certain preferred stock, the payment of dividends, in excess of 6% per annum of the net proceeds received by or contributed to Navios Logistics in or from any public offering, redemption or repurchase of capital stock or making restricted payments and investments, creation of certain liens, transfer or sale of assets, entering in transactions with affiliates, merging or consolidating or selling all or substantially all of Navios Logistics properties and assets and creation or designation of restricted subsidiaries.
          The net proceeds from the Senior Notes were approximately $193,207 after deducting fees and estimated expenses relating to the offering.
Marfin Facility
          On March 31, 2008, Nauticler S.A. (“Nauticler”)(a subsidiary of Navios Logistics) entered into a $70,000 loan facility for the purpose of providing Nauticler with investment capital to be used in connection with one or more investment projects. In March 2009, Navios Logistics transferred its loan facility of $70,000 to Marfin Popular Bank Public Co. Ltd. The loan provided for an additional one year extension and an increase in margin to 275 basis points. On March 23, 2010, the loan was extended for one additional year, providing an increase in margin to 300 basis points. On March 29, 2011, Marfin Popular Bank committed to amend its current loan agreement with Nauticler to provide for a $40,000 revolving credit facility. Under this commitment, the existing margin of 300 basis points will apply and the obligations will be secured by mortgages on four tanker vessels or alternative security over other assets acceptable to the bank. The commitment requires that we maintain a loan-to-value ratio of 120% based on charter-free valuations and compliance with the covenants contained in the indenture governing the Logistics Senior Notes. The obligation of the bank under the commitment was subject to prepayment of the $70,000 facility and is subject to customary conditions, such as the receipt of satisfactory appraisals, insurance, opinions and the negotiation, execution and delivery of mutually satisfactory loan documentation. On April 12, 2011, following the completion of the sale of $200,000 of Logistics Senior Notes, Navios Logistics fully repaid the $70,000 loan facility with Marfin Popular Bank using a portion of the proceeds from the Logistics Senior Notes. As of September 30, 2011, the loan documentation for the $40,000 revolving credit facility had not been completed and the facility had not been drawn.

F-26


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Non-Wholly Owned Subsidiaries’ Indebtedness
          On July 25, 2011, Navios Logistics acquired the noncontrolling interests of its joint ventures Thalassa Energy S.A., HS Tankers Inc., HS Navigation Inc., HS Shipping Ltd .Inc. and HS South Inc., in accordance with the terms of certain stock purchase agreements with HS Energy Ltd., an affiliate of Vitol S.A. Navios Logistics paid total consideration of $8,500 for such noncontrolling interests ($8,638 including transactions expenses), and simultaneously paid $53,155 million in full and final settlement of all amounts of indebtedness of such joint ventures.
          In connection with the acquisition of Horamar, Navios Logistics had assumed a $9,500 loan facility that was entered into by HS Shipping Ltd. Inc. in 2006, in order to finance the building of a 8,974 dwt double hull tanker, the Malva H. After the vessel’s delivery, the interest rate had been LIBOR plus 150 bps. The loan was repayable in installments of at least 90% of the amount of the last hire payment due to be paid to HS Shipping Ltd. Inc. The repayment date should not extend beyond December 31, 2011. The loan could be pre-paid before such date, with two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Logistics Senior Notes.
          Navios Logistics assumed a $2,286 loan facility that was entered into by its majority owned subsidiary, Thalassa Energy S.A., in October 2007 to finance the purchase of two self-propelled barges, the Formosa and the San Lorenzo. The loan bore interest at LIBOR plus 150 basis points. The loan was repayable in five equal installments of $457, which were made in November 2008, June 2009, January 2010, August 2010, and March 2011. The loan was secured by a first priority mortgage over the two self-propelled barges. As of September 30, 2011, the loan had been fully repaid.
          On September 4, 2009, HS Navigation Inc. had entered into a loan facility for an amount of up to $18,710 that bore interest at LIBOR plus 225 bps in order to finance the acquisition cost of the Estefania H. The loan was repayable in installments that should not be less than the higher of (a) 90% of the amount of the last hire payment due to HS Navigation Inc. prior to the repayment date, and (b) $250, inclusive of any interest accrued in relation to the loan at that time. The loan was repayable by May 15, 2016 and could have been prepaid before such date with two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Logistics Senior Notes.
          On December 15, 2009, HS Tankers Inc., a majority owned subsidiary of Navios Logistics, had entered into a loan facility in order to finance the acquisition cost of the Makenita H for an amount of $24,000 which bore interest at LIBOR plus 225 bps. The loan was repayable in installments that should not be less than the higher of (a) 90% of the amount of the last hire payment due to HS Tankers Inc. prior to the repayment date, and (b) $250, inclusive of any interest accrued in relation to the loan at that time. The loan was repayable by March 24, 2016 and could have been prepaid before such date with two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Logistics Senior Notes.
          On December 20, 2010, HS South Inc., a majority owned subsidiary of Navios Logistics, had entered into a loan facility in order to finance the acquisition cost of the Sara H for an amount of $14,385 which bore interest at LIBOR plus 225 bps. The loan was repayable in installments that should not be less than the higher of (a) 90% of the amount of the last hire payment due to be HS South Inc. prior to the repayment date and (b) $250, inclusive of any interest accrued in relation to the loan at that time. The loan was repayable by May 24, 2016 and could have been prepaid before such date with two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Logistics Senior Notes.
Other Indebtedness
          In connection with the acquisition of Hidronave S.A. on October 29, 2009, Navios Logistics assumed an $817 loan facility that was entered into by Hidronave S.A. in 2001 in order to finance the construction of a pushboat (Nazira). As of September 30, 2011, the outstanding loan balance was $684. The loan facility bears interest at a fixed rate of 600 bps. The loan is to be repaid in equal monthly installments of $6 each and the final repayment date cannot extend beyond August 10, 2021. The loan also requires compliance with certain covenants.

F-27


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
          As of September 30, 2011, Navios Logistics and its subsidiaries were in compliance with all of the covenants under each of its credit facilities.
          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, 2011, based on the repayment schedules of the respective loan facilities (as described above) and the outstanding amount due under the debt securities.
         
    Amounts in  
    thousands of  
Payment due by period   U.S. dollars  
September 30, 2012
  $ 70,307  
September 30, 2013
    65,374  
September 30, 2014
    49,337  
September 30, 2015
    66,199  
September 30, 2016
    55,584  
September 30, 2017 and thereafter
    1,145,779  
 
     
Total
  $ 1,452,580  
 
     
NOTE 8: DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Warrants
          The Company accounts for the Navios Acquisition warrants, which were obtained in connection with its investment in Navios Acquisition, in accordance with the guidance for accounting for derivative instruments and hedging activities. In accordance with the applicable accounting guidance, the Company before acquiring control over Navios Acquisition, recorded the Navios Acquisition warrants in the consolidated balance sheets under “Long-term derivative assets” at fair value, with changes in fair value recorded in “Gain/(loss) on derivatives” in the consolidated statements of income.
          Prior to the consolidation of Navios Acquisition, Navios Holdings valued the Navios Acquisition warrants at fair value amounting to $14,069 (fair value of $9,120 in respect of 7,600,000 Private Placement warrants at $1.20 per warrant and fair value of $4,949 in respect of 6,035,000 sponsor warrants at $0.82 per warrant), and changes in fair value were recorded in “Gain/(loss) on derivatives” in the consolidated statements of income amounting to $5,888. All warrants have been exercised pursuant to the Navios Acquisition Warrant Exercise Program (see Note 11).
          During the three and nine month period ended September 30, 2010, the changes in net unrealized holding gains on warrants amounted to $0 and $5,888, respectively.
          Upon obtaining control of Navios Acquisition, the investment in shares of common stock and the investment in warrants were remeasured to fair value resulting in a gain of $17,742 recorded in the statements of income under “Gain/(loss) on change in control” and noncontrolling interest was recognized at fair value, being the number of shares not controlled by the Company at the public share price as of May 28, 2010 of $6.56, amounting to $60,556.

F-28


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Interest rate risk
          The Company from time to time enters into interest rate swap contracts as economic hedges to its exposure to variability in its floating rate long-term debt. Under the terms of the interest rate swaps, the Company and the bank agreed to exchange at specified intervals, the difference between paying fixed rate and floating rate interest calculated by reference to the agreed principal amounts and maturities. Interest rate swaps allow the Company to convert long-term borrowings issued at floating rates into equivalent fixed rates. Even though the interest rate swaps were entered into for economic hedging purposes, the derivatives described below do not qualify for accounting purposes as cash flow hedges under the related accounting guidance, as the Company does not have currently written contemporaneous documentation identifying the risk being hedged and both on a prospective and retrospective basis, performed an effective test supporting that the hedging relationship is highly effective. Consequently, the Company recognizes the change in fair value of these derivatives in the statements of income.
          For the nine month periods ended September 30, 2011, and 2010, the realized loss on interest rate swaps was $0 and $965, respectively. As of September 30, 2011 and December 31, 2010, the outstanding net liability was $0. The movement in the unrealized gain/(loss) for the three month periods ended September 30, 2011 and 2010, was $0 and $(268), respectively, and for the nine month periods ended September 30, 2011 and 2010 was $0 and $942, respectively.
          There are no swap agreements as of September 30, 2011, as all swap agreements expired during 2010.
Forward Freight Agreements (FFAs)
          The Company trades in the FFAs market with both an objective to utilize them as economic hedging instruments that are highly effective in reducing the risk on specific vessel(s), freight commitments, or the overall fleet or operations, and to take advantage of short-term fluctuations in the market prices. FFAs trading generally have not qualified as hedges for accounting purposes, except as discussed below.
          Drybulk shipping FFAs generally have the following characteristics: they cover periods from one month to one year; they can be based on time charter rates or freight rates on specific quoted routes; they are executed between two parties and give rise to a certain degree of credit risk depending on the counterparties involved and they are settled monthly based on publicly quoted indices.
          For FFAs that qualify for hedge accounting the changes in fair values of the effective portion representing unrealized gain or losses are recorded under “Accumulated Other Comprehensive Income” in stockholders’ equity while the unrealized gains or losses of the FFAs not qualifying for hedge accounting, together with the ineffective portion of those qualifying for hedge accounting, are recorded in the statements of income under “Gain/(loss) on derivatives”. The gains included in “Accumulated Other Comprehensive Income” are being reclassified to earnings under “Revenue” in the statements of income in the same period or periods during which the hedged forecasted transaction affects earnings. There were no amounts during the nine month periods ended September 30, 2011 and 2010, which have been included in “Accumulated Other Comprehensive Income” and reclassified to earnings.
          At September 30, 2011 and December 31, 2010, none of the “mark to market” positions of the open dry bulk FFA contract, qualified for hedge accounting treatment. Dry bulk FFAs traded by the Company that do not qualify for hedge accounting are shown at fair value through the statement of operations.
          The net losses from FFAs recorded in the statement of income amounted to $3 and $57 for the three month periods ended September 30, 2011 and 2010, respectively, and $85 and $1,861 for the nine month periods ended September 30, 2011 and 2010, respectively.
          During each of the three month periods ended September 30, 2011 and 2010, the changes in net unrealized (losses)/gains on FFAs amounted to $(24) and $4,817, respectively, and for the nine month periods ended September 30, 2011 and 2010, the changes in net unrealized gains/(losses) on FFAs amounted to $246 and $(14,976), respectively.

F-29


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
          The open drybulk shipping FFAs at net contracted (strike) rate after consideration of the fair value settlement rates is summarized as follows:
                 
    September 30,     December 31,  
Forward Freight Agreements (FFAs)   2011     2010  
Long-term FFA derivative asset
    45       149  
Short-term FFA derivative asset
    105        
Short-term FFA derivative liability
          (245 )
 
           
Net fair value on FFA contracts
  $ 150     $ (96 )
 
           
NOS FFAs portion of fair value transferred to NOS derivative account (*)
  $ 92     $ 92  
 
           
LCH FFAs portion of fair value transferred to LCH derivative account (**)
  $ 1,119     $ 1,328  
 
           
Reconciliation of balances
     Total of balances related to derivatives and financial instruments:
                 
    September 30,     December 31,  
    2011     2010  
FFAs
  $ 150     $ (96 )
NOS FFAs portion of fair value transferred to NOS derivative account (*)
    92       92  
LCH FFAs portion of fair value transferred to LCH derivative account (**)
    1,119       1,328  
 
           
Total
  $ 1,361     $ 1,324  
 
           
Balance Sheet Values
                 
    September 30,     December 31,  
    2011     2010  
Total short-term derivative asset
  $ 1,316     $ 1,420  
Total long-term derivative asset
    45       149  
Total short-term derivative liability
          (245 )
 
           
Total
  $ 1,361     $ 1,324  
 
           
 
(*)   NOS: The Norwegian Futures and Options Clearing House (NOS Clearing ASA).
 
(**)   LCH: The London Clearing House.

F-30


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Fair Value of Financial Instruments
          The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
          Cash and cash equivalents: The carrying amounts reported in the consolidated balance sheets for interest bearing deposits approximate their fair value because of the short maturity of these investments.
          Restricted Cash: The carrying amounts reported in the consolidated balance sheets for interest bearing deposits approximate their fair value because of the short maturity of these investments.
          Borrowings: The carrying amounts of the floating rate loans approximates their fair value. The senior and ship mortgage notes are fixed rate borrowings and their fair value, which was determined based on quoted market prices, is indicated in the table below.
          Accounts receivable, net: Carrying amounts are considered to approximate fair value due to the short-term nature of these accounts receivables and because there were no significant changes in interest rates. All amounts that are assumed to be uncollectible are written off and/or reserved.
          Accounts payable: The carrying amounts of accounts payable reported in the balance sheet approximates their fair value due to the short-term nature of these accounts payable and because there were no significant changes in interest rates.
          Investment in available for sale securities: The carrying amount of the investment in available-for-sale securities reported in the balance sheet represents unrealized gains and losses on these securities, which are reflected directly in equity unless an unrealized loss is considered “other-than-temporary”, in which case it is transferred to the statements of income.
          Forward freight agreements, net: The fair value of forward freight agreements is the estimated amount that the Company would receive or pay to terminate the agreement at the reporting date by obtaining quotes from brokers or exchanges.
          The estimated fair values of the Company’s financial instruments are as follows:
                                 
    September 30, 2011   December 31, 2010
    Book Value   Fair Value   Book Value   Fair Value
Cash and cash equivalents
  $ 194,937     $ 194,937     $ 207,410     $ 207,410  
Restricted cash
  $ 17,557     $ 17,557     $ 53,577     $ 53,577  
Accounts receivable, net
  $ 108,353     $ 108,353     $ 70,388     $ 70,388  
Accounts payable
  $ (54,970 )   $ (54,970 )   $ (49,496 )   $ (49,496 )
Senior and ship mortgage notes, net of discount
  $ (945,395 )   $ (900,400 )   $ (1,093,787 )   $ (1,152,752 )
Long-term debt, including current portion
  $ (502,580 )   $ (502,580 )   $ (982,123 )   $ (982,123 )
Investments in available for sale securities
  $ 74,506     $ 74,506     $ 99,078     $ 99,078  
Forward Freight Agreements, net
  $ 1,361     $ 1,361     $ 1,324     $ 1,324  

F-31


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
          The following tables set forth our assets and liabilities that are measured at fair value on a recurring basis categorized by fair value hierarchy level. As required by the fair value guidance, assets and liabilities are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement.
                                 
    Fair Value Measurements as of September 30, 2011  
            Quoted Prices in     Significant Other     Significant  
            Active Markets for     Observable     Unobservable  
            Identical Assets     Inputs     Inputs  
Assets   Total     (Level 1)     (Level 2)     (Level 3)  
FFAs
  $ 1,361     $ 1,361     $     $  
Investments in available for sale securities
    74,506       74,506              
 
                       
Total
  $ 75,867     $ 75,867     $     $  
 
                       
                                 
    Fair Value Measurements as of December 31, 2010  
            Quoted Prices in     Significant Other     Significant  
            Active Markets for     Observable     Unobservable  
            Identical Assets     Inputs     Inputs  
Assets   Total     (Level 1)     (Level 2)     (Level 3)  
FFAs
  $ 149     $ 149     $     $  
Investments in available for sale securities
    99,078       99,078              
 
                       
Total
  $ 99,227     $ 99,227     $     $  
 
                       
                                 
    Fair Value Measurements as of December 31, 2010  
            Quoted Prices in     Significant Other     Significant  
            Active Markets for     Observable     Unobservable  
            Identical Assets     Inputs     Inputs  
Liabilities   Total     (Level 1)     (Level 2)     (Level 3)  
FFAs
  $ 245     $ 245     $     $  
 
                       
Total
  $ 245     $ 245     $     $  
 
                       
          The Company’s FFAs are valued based on published quoted market prices. Investments in available for sale securities are valued based on published quoted market prices. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility, and correlations of such inputs. The Company’s derivatives trade in liquid markets, and as such, model inputs can generally be verified and do not involve significant management judgment. Such instruments are typically classified within Level l of the fair value hierarchy.

F-32


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
NOTE 9: PREFERRED AND COMMON STOCK
Share Repurchase Program
          In November 2008, the Board of Directors approved a share repurchase program for up to $25,000 of Navios Holdings’ common stock. Share repurchases were made pursuant to a program adopted under Rule 10b5-1 under the Exchange Act. The program did not require any minimum purchase or any specific number or amount of shares and may be suspended or reinstated at any time in Navios Holdings’ discretion and without notice. Repurchases are subject to restrictions under the terms of the Company’s credit facilities and indentures. There were no shares repurchased during the nine month period ended September 30, 2011 and during the year ended December 31, 2010. In October 2011, Navios Holdings repurchased 73,651 shares for a total cost of $221 (See also Note 16).
Issuances to Employees and Exercise of Options
          On March 1, March 2, March 7, 2011 and June 23, 2011, 18,281, 29,250, 68,047 and 15,000 shares, respectively, were issued following the exercise of the options for cash at an exercise price of $3.18 per share.
Vested, Surrendered and Forfeited
          During the nine month period ended September 30, 2011, 8,001 restricted shares of common stock were forfeited upon termination of employment.
          Following the issuances and cancellations of the shares, described above, Navios Holdings had as of September 30, 2011, 101,686,343 shares of common stock and 8,479 shares of preferred stock outstanding.
NOTE 10: COMMITMENTS AND CONTINGENCIES
          As of September 30, 2011, the Company was contingently liable for letters of guarantee and letters of credit amounting to $490 (December 31, 2010: $1,098) 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.
          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 are reasonably estimable, based upon facts known at the date the financial statements were issued. In the opinion of management, the ultimate disposition of these matters is immaterial and will not adversely affect the Company’s financial position, results of operations or liquidity.
          In connection with the acquisition of Horamar, Navios Logistics recorded liabilities for certain pre-acquisition contingencies amounting to $6,632 ($2,907 relating to VAT-related matters, $1,703 for withholding tax-related matters, $1,511 relating to provisions for claims and others and $511 for income tax-related matters) that were included in the allocation of the purchase price based on their respective fair values. As it relates to these contingencies, the prior owners of Horamar agreed to indemnify Navios Logistics in the event that any of the above contingencies materialize before certain agreed-upon dates, extending through January 2020. As of September 30, 2011, the remaining liability related to these pre-acquisition contingencies amounted to $5,037 ($4,674 as of December 31, 2010) and was entirely offset by an indemnification asset for the same amount, which is reflected in other non-current assets.
          On July 19, 2011, in consideration of Gunvor S.A. entering into sales of oil or petroleum products with Petrosan, the Company has undertaken to pay to Gunvor S.A. on first demand any obligations arising directly from the non-fulfillment of said contracts. The guarantee shall not exceed $1,500 and shall remain in full force and effect until December 31, 2011.
          The Company is subject to legal proceedings, claims and contingencies arising in the ordinary course of business. When such amounts can be estimated and the contingency is probable, management accrues the corresponding liability. While the ultimate outcome of lawsuits or other proceedings against the Company cannot be predicted with certainty, management does not believe the costs of such actions will have a material effect on the Company’s consolidated financial position, results of operations, or cash flows.
          The Company, in the normal course of business, entered into contracts to time charter-in vessels for various periods through September 2024.

F-33


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
          As of September 30, 2011, the Company’s future minimum commitments, net of commissions under chartered-in vessels, barges and pushboats were as follows:
         
    Amounts  
    in thousands of  
    U.S. Dollars  
September 30, 2012
  $ 110,760  
September 30, 2013
    104,090  
September 30, 2014
    112,357  
September 30, 2015
    107,099  
September 30, 2016
    99,331  
September 30, 2017 and thereafter
    481,083  
 
     
Total
  $ 1,014,720  
 
     
NOTE 11: TRANSACTIONS WITH RELATED PARTIES
          Office rent: On January 2, 2006, Navios Corporation and Navios ShipManagement Inc., two wholly owned subsidiaries of Navios Holdings, entered into two lease agreements with Goldland Ktimatiki-Ikodomiki-Touristiki and Xenodohiaki Anonimos Eteria, both of which are Greek corporations that are currently majority owned by Angeliki Frangou, Navios Holdings’ Chairman and Chief Executive Officer. The lease agreements provide for the leasing of two facilities located in Piraeus, Greece, of approximately 2,034.3 square meters to house the operations of most of the Company’s subsidiaries. The total annual lease payments are €473 (approximately $643) and the lease agreements expire in 2017. These payments are subject to annual adjustments starting from the third year, which are based on the inflation rate prevailing in Greece as reported by the Greek State at the end of each year.
          On October 31, 2007, Navios ShipManagement Inc. entered into a lease agreement with Emerald Ktimatiki-Ikodomiki-Touristiki and Xenodohiaki Anonimos Eteria, both of which are Greek corporations that are currently majority owned by Angeliki Frangou, Navios Holdings’ Chairman and Chief Executive Officer. The lease agreement initially provided for the leasing of one facility in Piraeus, Greece, of approximately 1,376.5 square meters to house part of the operations of the Company. On October 29, 2010, the existing lease agreement was amended and Navios ShipManagement Inc. leases 253.75 less square meters. The total annual lease payments are €370 (approximately $503) and the lease agreement expires in 2019. These payments are subject to annual adjustments starting from the third year, which are based on the inflation rate prevailing in Greece as reported by the Greek State at the end of each year.
          On October 29, 2010, Navios Tankers Management Inc. entered into a lease agreement with Emerald Ktimatiki-Ikodomiki-Touristiki and Xenodohiaki Anonimos Eteria, both of which are Greek corporations that are currently majority owned by Angeliki Frangou, Navios Holdings’ Chairman and Chief Executive Officer. The lease agreement provides for the leasing of one facility in Piraeus, Greece, of approximately 253.75 square meters to house part of the operations of the Company. The total annual lease payments are €79 (approximately $107) and the lease agreement expires in 2019. These payments are subject to annual adjustments starting from the third year, which are based on the inflation rate prevailing in Greece as reported by the Greek State at the end of each year.
          Purchase of services: The Company utilizes Acropolis Chartering and Shipping Inc. (“Acropolis”), a brokerage firm for freight and shipping charters, as a broker. Navios Holdings has a 50% interest in Acropolis. Although Navios Holdings owns 50% of Acropolis’ stock, Navios Holdings has agreed with the other shareholder that the earnings and amounts declared by way of dividends will be allocated 35% to the Company with the balance to the other shareholder. Commissions paid to Acropolis for each of the three month periods ended September 30, 2011 and 2010 were $0 and $39, respectively, and for the nine months periods ended September 30, 2011 and 2010, were $17 and $95, respectively. During the nine month periods ended September 30, 2011 and 2010, the Company received dividends of $252 and $616, respectively and during the three month period ended September 30, 2011 and 2010, the Company received dividends of $252 and $0, respectively. Included in the trade accounts payable at September 30, 2011 and December 31, 2010 was an amount of $120 and $121, respectively, which was due to Acropolis.

F-34


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
          Management fees: Pursuant to a management agreement dated November 16, 2007, Navios Holdings provides commercial and technical management services to Navios Partners’ vessels for a daily fixed fee of $4 per owned Panamax vessel and $5 per owned Capesize vessel. This daily fee covers all of the vessels’ operating expenses, including the cost of drydock and special surveys. The daily initial term of the agreement is five years commencing from November 16, 2007. Total management fees for the three month periods ended September 30, 2011 and 2010 amounted to $7,903 and $5,170, respectively and for the nine month periods ended September 30, 2011 and 2010, amounted to $19,607 and $14,064, respectively. On October 27, 2009, the fixed fee period was extended for two years and the daily fees were amended to $4.5 per owned Ultra Handymax vessel, $4.4 per owned Panamax vessel and $5.5 per owned Capesize vessel. In October 2011, the fixed fee period was further extended until December 31, 2017 and the daily fees were amended to $4.7 per owned Ultra Handymax vessel, $4.6 per owned Panamax vessel and $5.7 per owned Capesize vessel through December 31, 2013. From January 2014 to December 2017, Navios Partners will reimburse Navios Holdings for all of the actual operating costs and expenses in connection with the management of Navios Partners’ fleet.
          Pursuant to a management agreement dated May 28, 2010, as amended on September 10, 2010, for five years from the closing of Navios Acquisition’s initial vessel acquisition. Navios Holdings provides commercial and technical management services to Navios Acquisition’s vessels for a daily fee of $6 per owned MR2 product tanker and chemical tanker vessel and $7 per owned LR1 product tanker vessel and $10 per owned VLCC vessel, for the first two years with the fixed daily fees adjusted for the remainder of the term based on then-current market fees. This daily fee covers all of the vessels’ operating expenses, other than certain extraordinary fees and costs. During the remaining three years of the term of the Management Agreement, Navios Acquisition expects that it will reimburse Navios Holdings for all of the actual operating costs and expenses it incurs in connection with the management of its fleet. Actual operating costs and expenses will be determined in a manner consistent with how the initial $6 and $7 fixed fees were determined. Drydocking expenses will be fixed under this agreement for up to $300 per vessel and will be reimbursed at cost for VLCC vessels. Total management fees for the three month periods ended September 30, 2011 and 2010 amounted to $9,768 and $2,534, respectively, and for the nine month periods ended September 30, 2011 and 2010, amounted to $25,408 and $2,548, respectively. The management fees have been eliminated upon consolidation of Navios Acquisition through March 30, 2011.
          General & administrative expenses: Pursuant to the administrative services agreement dated November 16, 2007, Navios Holdings provides administrative services to Navios Partners which include: bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other services. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and administrative fees charged for the three month periods ended September 30, 2011 and 2010 amounted to $900 and $698, respectively, and for the nine month periods ended September 30, 2011 and 2010 amounted to $2,547 and $2,000, respectively.
          On May 28, 2010, Navios Acquisition entered into an administrative services agreement, expiring May 28, 2015, with Navios Holdings, pursuant to which Navios Holdings provides office space and certain administrative management services to Navios Acquisition which include: bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and administrative fees charged for the three month periods ended September 30, 2011 and 2010 amounted to $423 and $91, respectively, and for the nine month periods ended September 30, 2011 and 2010 amounted to $1,077 and $140, respectively.
          On April 12, 2011, Navios Holdings entered into an administrative services agreement with Navios Logistics for a term of five years, pursuant to which Navios Holdings provides certain administrative management services to Navios Logistics. Such services include bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and administrative fees charged for the three month periods ended September 30, 2011 and 2010 amounted to $125 and $0, respectively, and for the nine month periods ended September 30, 2011 and 2010 amounted to $250 and $0, respectively.

F-35


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
          Balance due from affiliate: Balance due from affiliate as of September 30, 2011 amounted to $40,060 (December 31, 2010: $2,603) which includes the current amounts due from Navios Partners and Navios Acquisition, which are $9,472 and $30,588, respectively. The balances mainly consist of management fees, administrative fees and other expenses. Additionally, the balance due from Navios Acquisition includes drydocking expenses.
          Omnibus agreements: Navios Holdings 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 drybulk carriers. Pursuant to the Partners Omnibus Agreement, Navios Partners generally agreed not to acquire or own Panamax or Capesize drybulk carriers under time charters of three or more years without the consent of an independent committee of Navios Partners. In addition, Navios Holdings 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. The Partners Omnibus Agreement was amended in June 2009 to release Navios Holdings for two years from restrictions on acquiring Capesize and Panamax vessels from third parties.
          Navios Acquisition entered into an omnibus agreement (the “Acquisition Omnibus Agreement”) with Navios Holdings and Navios Partners 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 drybulk 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 drybulk 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 (a) 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 (b) merger with or into, or sale of substantially all of the assets to, an unaffiliated third party.
          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, 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, 2011 and December 31, 2010, the unamortized deferred gain for all vessels and rights sold totaled $43,747 and $38,599, respectively, and for the three months ended September 30, 2011 and 2010, Navios Holdings recognized $2,745 and $2,073, respectively, of the deferred gain in “Equity in net earnings of affiliated companies”. For the nine months ended September 30, 2011 and 2010, Navios Holdings recognized $9,280 and $12,992, respectively, of the deferred gain in “Equity in net earnings of affiliated companies”.
          Purchase of Shares in Navios Acquisition: Refer to Note 3 for transactions related to the share purchase of Navios Acquisition.
          As of March 30, 2011, following the Navios Acquisition Share Exchange (see Note 3), Navios Holdings owned 18,331,551 shares or 45% of the outstanding voting stock of Navios Acquisition (see Note 1, 3). As a result, from March 30, 2011, Navios Acquisition has been considered as an affiliate entity of Navios Holdings and not as a controlled subsidiary of the Company, and the investment in Navios Acquisition has been accounted for under the equity method due to the Company’s significant influence over Navios Acquisition. Navios Acquisition has been accounted for under the equity method of accounting based on Navios Holdings’ economic interest in Navios Acquisition, which was 53.7% from March 30, 2011 until September 30, 2011 since the preferred stock is considered to be in substance common stock for accounting purposes. See Note 3 and Note 16 for a discussion of recent changes to Navios Holdings’ voting power and economic interest in Navios Acquisition.
          Acquisition of Eleven Product Tanker and Two Chemical Tanker Vessels: On April 8, 2010, pursuant to the terms and conditions of the Acquisition Agreement by and between Navios Acquisition and Navios Holdings, Navios Acquisition agreed to acquire 13 vessels (11 product tankers and two chemical tankers) plus options to purchase two additional product tankers, for an aggregate purchase price of $457,659 (see Note 3).

F-36


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
          Navios Acquisition Warrant Exercise Program: On September 2, 2010, Navios Acquisition announced the successful completion of its warrant program (the “Warrant Exercise Program”). Under the Warrant Exercise Program, holders of publicly traded warrants (“Public Warrants”) had the opportunity to exercise the Public Warrants on enhanced terms through August 27, 2010. Navios Holdings exercised 13,635,000 private warrants for a total $77,037 in cash. Navios Holdings currently holds no warrants of Navios Acquisition.
          The Navios Holdings Credit Facility: In connection with the VLCC Acquisition, Navios Acquisition entered into a $40,000 credit facility with Navios Holdings. The $40,000 facility has a margin of LIBOR plus 300 bps and a term of 18 months, maturing on April 1, 2012. Pursuant to an amendment in October 2010, the facility will be available for multiple drawings up to a limit of $40,000.” Pursuant to an amendment dated November 8, 2011, the maturity of the facility was extended to December 2014. Following the issuance of the notes in October 2010 and during the first half of 2011, Navios Acquisition prepaid $33,609 of this facility and, during the third quarter of 2011, Navios Acquisition drew down on $29,609 from the facility. As of September 30, 2011, the outstanding amount under this facility was $36,000 and was recorded under “Loan receivable from affiliate companies”.
NOTE 12: SEGMENT INFORMATION
          The Company has three reportable segments from which it derives its revenues: Drybulk Vessel Operations, Tanker Vessel Operations and Logistics Business. The reportable segments reflect the internal organization of the Company and are strategic businesses that offer different products and services. Starting in 2008, following the acquisition of Horamar and the formation of Navios Logistics, the Company renamed its Port Terminal Segment as its Logistics Business Segment to include the activities of Horamar, which provides similar products and services in the region that Navios Holdings’ existing port facility currently operates. The Drybulk Vessel Operations business consists of transportation and handling of bulk cargoes through ownership, operation, and trading of vessels, freight, and FFAs. The Logistics Business Segment consists of our port terminal business, barge business and cabotage business in the Hidrovia region of South America. Following the formation of Navios Acquisition and its consolidation with Navios Holdings from May 25, 2010, the Company included an additional reportable segment, the Tanker Vessel Operations business, which consisted of transportation and handling of liquid cargoes through ownership, operation, and trading of tanker vessels.
          The Company measures segment performance based on net income. Inter-segment sales and transfers are not significant and have been eliminated and are not included in the following tables. Summarized financial information concerning each of the Company’s reportable segments is as follows:

F-37


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                                                 
    Drybulk Vessel Operations   Logistics Business   Tanker Vessel Operations   Total
    Three Month   Three Month   Three Month   Three Month   Three Month   Three Month   Three Month   Three Month
    Period Ended   Period Ended   Period Ended   Period Ended   Period Ended   Period Ended   Period Ended   Period Ended
    September 30,   September 30,   September 30,   September 30,   September 30,   September 30,   September 30,   September 30,
    2011   2010   2011   2010   2011   2010   2011   2010
Revenue
  $ 104,963     $ 106,773     $ 68,847     $ 55,302     $     $ 8,102     $ 173,810     $ 170,177  
Loss on derivatives
    (3 )     (37 )                             (3 )     (37 )
Interest income/expense and finance cost, net
    (19,161 )     (20,186 )     (5,111 )     (1,113 )           (1,188 )     (24,272 )     (22,487 )
Depreciation and amortization
    (19,091 )     (15,958 )     (5,531 )     (5,530 )           (2,376 )     (24,622 )     (23,864 )
Equity in net earnings of affiliated companies
    7,956       9,661                               7,956       9,661  
Net income/(loss) attributable to Navios Holdings common stockholders
    17,264       17,726       (974 )     930             (4,016 )     16,290       14,640  
Total assets
    2,479,390       2,701,459       444,683       378,508             716,024       2,924,073       3,795,991  
Capital expenditures
    26,960       33,691       33,795       4,589             73,190       60,755       111,470  
Goodwill
    56,240       56,239       104,096       105,048             15,137       160,336       176,424  
Investments in affiliates
    115,590       16,556                               115,590       16,556  
Cash and cash equivalents
    137,094       60,252       57,843       32,742             40,206       194,937       133,200  
Restricted cash (including current and non current portion)
    17,557       160,750             461             37,443       17,557       198,654  
Long term debt (including current and non current portion)
  $ 1,247,290     $ 1,477,735     $ 200,685     $ 114,756     $     $ 612,981     $ 1,447,975     $ 2,205,472  
                                                                 
    Drybulk Vessel Operations   Logistics Business   Tanker Vessel Operations   Total
    Nine Month   Nine Month   Nine Month   Nine Month   Nine Month   Nine Month   Nine Month   Nine Month
    Period Ended   Period Ended   Period Ended   Period Ended   Period Ended   Period Ended   Period Ended   Period Ended
    September 30,   September 30,   September 30,   September 30,   September 30,   September 30,   September 30,   September 30,
    2011   2010   2011   2010   2011   2010   2011   2010
Revenue
  $ 327,897     $ 338,720     $ 167,908     $ 143,143     $ 25,130     $ 8,128     $ 520,935     $ 489,991  
(Loss)/gain on derivatives
    (85 )     4,005                               (85 )     4,005  
Interest income/expense and finance cost, net
    (59,222 )     (60,471 )     (11,270 )     (3,153 )     (8,350 )     (1,254 )     (78,842 )     (64,878 )
Depreciation and amortization
    (57,686 )     (51,919 )     (16,609 )     (16,872 )     (8,045 )     (2,380 )     (82,340 )     (71,171 )
Equity in net earnings of affiliated companies
    22,702       29,417                               22,702       29,417  
Net income/(loss) attributable to Navios Holdings common stockholders
    65,148       94,426       628       2,122       (36,781 )     (4,098 )     28,995       92,450  
Total assets
    2,479,390       2,701,459       444,683       378,508             716,024       2,924,073       3,795,991  
Capital expenditures
    79,112       357,687       66,947       9,201       7,528       113,980       153,587       480,868  
Goodwill
    56,240       56,239       104,096       105,048             15,137       160,336       176,424  
Investments in affiliates
    115,590       16,566                               115,590       16,566  
Cash and cash equivalents
    137,094       60,252       57,843       32,742             40,206       194,937       133,200  
Restricted cash (including current and non current portion)
    17,557       160,750             461             37,443       17,557       198,654  
Long term debt (including current and non current portion)
  $ 1,247,290     $ 1,477,735     $ 200,685     $ 114,756     $     $ 612,981     $ 1,447,975     $ 2,205,472  

F-38


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
NOTE 13: EARNINGS PER COMMON SHARE
          Earnings per share are calculated by dividing net income by the average number of shares of Navios Holdings outstanding during the period.
                 
    Three Month     Three Month  
    Period Ended     Period Ended  
    September 30, 2011     September 30, 2010  
Numerator:
               
Net income attributable to Navios Holdings common stockholders
  $ 16,290     $ 14,640  
Less:
               
Dividend on preferred stock
    (427 )     (602 )
 
           
Income available to Navios Holdings common stockholders, basic
  $ 15,863     $ 14,038  
 
           
Plus:
               
Dividend on preferred stock
    427       602  
Interest on convertible debt and amortization of convertible bond discount
          322  
 
           
Income available to Navios Holdings common stockholders, diluted
  $ 16,290     $ 14,962  
 
           
 
               
Denominator:
               
Denominator for basic net income per share attributable to Navios Holdings common stockholders — weighted average shares
    100,963,351       100,559,330  
Dilutive potential common shares
    818,384       654,229  
Convertible preferred stock and convertible debt
    8,479,000       15,593,846  
Dilutive effect of securities
    9,297,384       16,248,075  
Denominator for diluted net income per share attributable to Navios Holdings common stockholders — adjusted weighted shares and assumed conversions
    110,260,735       116,807,405  
 
           
Basic net income per share attributable to Navios Holdings common stockholders
  $ 0.16     $ 0.14  
 
           
Diluted net income per share attributable to Navios Holdings common stockholders
  $ 0.15     $ 0.13  
 
           

F-39


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                 
    Nine Month     Nine Month  
    Period Ended     Period Ended  
    September 30, 2011     September 30, 2010  
Numerator:
               
Net income attributable to Navios Holdings common stockholders
  $ 28,995     $ 92,450  
Less:
               
Dividend on preferred stock
    (1,268 )     (1,617 )
 
           
Income available to Navios Holdings common stockholders, basic
  $ 27,727     $ 90,833  
 
           
Plus
               
Dividend on preferred stock
    1,268       1,617  
Interest on convertible debt and amortization of convertible bond discount
          957  
 
           
Income available to Navios Holdings common stockholders, diluted
  $ 28,995     $ 93,407  
 
           
 
               
Denominator:
               
Denominator for basic net income per share attributable to Navios Holdings common stockholders — weighted average shares
    100,922,197       100,485,842  
Dilutive potential common shares
    885,780       738,308  
Convertible preferred stock and convertible debt
    8,479,000       13,920,400  
Dilutive effect of securities
    9,377,427       14,659,432  
Denominator for diluted net income per share attributable to Navios Holdings common stockholders — adjusted weighted shares and assumed conversions
    110,299,623       115,145,274  
 
           
Basic net income per share attributable to Navios Holdings common stockholders
  $ 0.27     $ 0.90  
 
           
Diluted net income per share attributable to Navios Holdings common stockholders
  $ 0.26     $ 0.81  
 
           
          For the three and nine month periods ended September 30, 2011 and September 30, 2010, dilutive potential common shares include restricted stock, restricted units and stock options.
NOTE 14: INVESTMENT IN AFFILIATES
Navios Maritime Partners L.P.
          On August 7, 2007, Navios Holdings formed Navios Partners under the laws of Marshall Islands. Navios Partners is considered an affiliate entity of Navios Holdings and is not a controlled subsidiary of the Company. Navios GP L.L.C. (the “General Partner”), a wholly owned subsidiary of Navios Holdings, was also formed on that date to act as the general partner of Navios Partners and received a 2% general partner interest.
          Navios Partners is engaged in the seaborne transportation services of a wide range of drybulk commodities including iron ore, coal, grain and fertilizer, chartering its vessels under medium to long-term charters. The operations of Navios Partners are managed by Navios Shipmanagement Inc. (the “Manager”), from its offices in Piraeus, Greece.
          As of September 30, 2011 and December 31, 2010, the carrying amount of the investment in Navios Partners (subordinated units and general partner units) accounted for under the equity method was $10,200 and $12,218, respectively. The common units received from the sale of certain vessels to Navios Partners totaling 5,601,920 were accounted for under investment in available for sale securities. As of September 30, 2011 and December 31, 2010, the carrying amount of the investment in available for sale common units was $74,506 and $99,078, respectively.
          Dividends received during the three month periods ended September 30, 2011 and 2010 were $6,664 and $5,499, respectively, and for the nine month periods ended September 30, 2011 and 2010 were $18,976 and $15,661, respectively.

F-40


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Acropolis Chartering and Shipping Inc.
          Navios Holdings has a 50% interest in Acropolis, a brokerage firm for freight and shipping charters. Although Navios Holdings owns 50% of Acropolis’ stock, Navios Holdings agreed with the other shareholder that the earnings and amounts declared by way of dividends will be allocated 35% to the Company with the balance to the other shareholder. As of September 30, 2011 and December 31, 2010, the carrying amount of the investment was $529 and $385, respectively. During the three month periods ended September 30, 2011 and 2010, the Company received $252 and $0, respectively, and during the nine month periods ended September 30, 2011 and 2010, the Company received $252 and $616, respectively.
Navios Maritime Acquisition Corporation
          On July 1, 2008, the Company completed the IPO of units in its noncontrolled subsidiary, Navios Acquisition. At the time of the IPO, Navios Acquisition was a blank check company. In the offering, Navios Acquisition sold 25,300,000 units for an aggregate purchase price of $253,000. Each unit consisted of one share of Navios Acquisition’s common stock and one Sponsor Warrant. Navios Acquisition at the time was not a controlled subsidiary of the Company but was accounted for under the equity method due to the Company’s significant influence over Navios Acquisition.
          On May 28, 2010, certain stockholders of Navios Acquisition redeemed their shares pursuant to redemption rights granted in the IPO upon de-“SPAC”-ing, and Navios Holdings’ ownership of Navios Acquisition increased to 57.3%. At that point, Navios Holdings obtained control over Navios Acquisition and, consequently, concluded that a business combination had occurred and has consolidated the results of Navios Acquisition from that date onwards (see Note 1, 3) until March 30, 2011.

F-41


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
          In connection with the Navios Acquisition Share Exchange, Navios Holdings exchanged 7.676.000 shares of Navios Acquisition common stock it held for 1,000 shares of non-voting Series C preferred stock of Navios Acquisition. The fair value of the exchange was $30,474. Following the Navios Acquisition Share Exchange, Navios Holdings had 45% of the voting power and 53.7% of the economic interest in Navios Acquisition. As a result, from March 30, 2011, Navios Acquisition has been considered as an affiliate entity of Navios Holdings and not as a controlled subsidiary of the Company, and the investment in Navios Acquisition has been accounted for under the equity method due to the Company’s significant influence over Navios Acquisition. Navios Acquisition has been accounted for under the equity method of accounting based on Navios Holdings’ economic interest in Navios Acquisition which was 53.7% from March 30, 2011 until September 30, 2011 since the preferred stock is considered to be in substance common stock for accounting purposes. See Note 3 and Note 16 for a discussion of recent changes to Navios Holdings’ voting power and economic interest in Navios Acquisition.
          Dividends received during the three month periods ended September 30, 2011 and 2010 were $1,300 and $0, respectively, and for the nine month periods ended September 30, 2011 and 2010 were $3,901 and $0, respectively.
          Summarized financial information of the affiliated companies is presented below:
                                 
    September 30, 2011   December 31, 2010
    Navios   Navios   Navios   Navios
Balance Sheet   Partners   Acquisition   Partners   Acquisition
Current assets
  $ 65,968     $ 81,129     $ 55,612     $ 81,202  
Noncurrent assets
    863,684       1,064,616       785,273       923,885  
Current liabilities
    55,648       69,595       45,425       29,025  
Noncurrent liabilities
    308,196       836,137       303,957       722,334  
                                 
    Three Month Period Ended   Three Month Period Ended
    September 30, 2011   September 30, 2010
    Navios   Navios   Navios   Navios
Income Statement   Partners   Acquisition   Partners   Acquisition
Revenue
  $ 48,011     $ 31,127     $ 38,074     $ 8,102  
Net income/(loss)
    16,563       (2,767 )     16,345       (6,512 )
                                 
    Nine Month Period Ended   Nine Month Period Ended
    September 30, 2011   September 30, 2010
    Navios   Navios   Navios   Navios
Income Statement   Partners   Acquisition   Partners   Acquisition
Revenue
  $ 136,490     $ 82,274     $ 100,742     $ 8,128  
Net income/(loss)
    46,674       (6,372 )     42,114       (9,118 )
NOTE 15: OTHER FINANCIAL INFORMATION
          The Company’s 8.125% senior notes issued on January 28, 2011 are fully and unconditionally guaranteed on a joint and several basis by all of the Company’s subsidiaries with the exception of NMF, Navios Maritime Finance (US) Inc., Navios Acquisition and its subsidiaries and Navios Logistics and its subsidiaries and designated as unrestricted subsidiaries or those not required by the indenture (see Note 7). The subsidiary guarantees are “full and unconditional”, as those terms are used in Regulation S-X Rule 3-10, 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 notes. All subsidiaries, except for the non-guarantor subsidiaries of Navios Logistics, are 100% owned. As of March 30, 2011, following the Navios Acquisition Share Exchange, Navios Acquisition is no longer a subsidiary of Navios Holdings.

F-42


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
          As a result, from March 30, 2011, Navios Acquisition has been considered an affiliate entity and not as a controlled subsidiary of the Company, and the investment in Navios Acquisition has been accounted for under the equity method due to Navios Holdings’ significant influence over Navios Acquisition. Navios Acquisition has been accounted for under the equity method of accounting based on Navios Holdings’ economic interest in Navios Acquisition, which was 53.7% from March 30, 2011 until September 30, 2011 since the preferred stock is considered to be in substance common stock for accounting purposes. These condensed consolidating statements of Navios Holdings, the guarantor subsidiaries and the non-guarantor subsidiaries have been prepared in accordance on an equity basis as permitted by U.S. GAAP.
                                         
    Navios                          
    Maritime     Other                    
    Holdings Inc.     Guarantor     Non Guarantor              
    Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
Income Statement for the three months ended September 30, 2011
                                       
Revenue
  $       104,963       68,847             173,810  
Time charter, voyage and port terminal expenses
          (38,185 )     (34,977 )           (73,162 )
Direct vessel expenses
          (9,423 )     (18,813 )           (28,236 )
General and administrative expenses
    (3,820 )     (5,014 )     (3,602 )           (12,436 )
Depreciation and amortization
    (708 )     (18,383 )     (5,531 )           (24,622 )
Interest income/expense and finance cost, net
    (16,600 )     (2,559 )     (5,113 )           (24,272 )
Loss on derivatives
          (3 )                 (3 )
Gain on sale of assets
                35             35  
Other income/(expense), net
    6       (87 )     (3,356 )           (3,437 )
 
                             
(Loss)/income before equity in net earnings of affiliated companies
    (21,122 )     31,309       (2,510 )           7,677  
Income/(loss) from subsidiaries
    33,645       (3,081 )           (30,564 )      
Equity in net earnings of affiliated companies
    3,767       4,189                   7,956  
 
                             
Income/(loss) before taxes
    16,290       32,417       (2,510 )     (30,564 )     15,633  
Income tax (expense)/benefit
          (220 )     537             317  
 
                             
Net income/(loss)
    16,290       32,197       (1,973 )     (30,564 )     15,950  
Less: Net loss attributable to the noncontrolling interest
                340             340  
 
                             
Net income/(loss) attributable to Navios Holdings common stockholders
  $ 16,290       32,197       (1,633 )     (30,564 )     16,290  
 
                             

F-43


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                         
    Navios                          
    Maritime     Other                    
    Holdings Inc.     Guarantor     Non Guarantor              
    Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
Income Statement for the three months ended September 30, 2010
                                       
Revenue
  $     $ 102,851     $ 67,326     $     $ 170,177  
Time charter, voyage and logistics business expenses
          (45,438 )     (23,954 )           (69,392 )
Direct vessel expenses
          (7,418 )     (18,794 )           (26,212 )
General and administrative expenses
    (3,504 )     (4,483 )     (12,018 )           (20,005 )
Depreciation and amortization
    (708 )     (16,103 )     (7,053 )           (23,864 )
Interest income/expense and finance cost, net
    (18,759 )     (508 )     (3,220 )           (22,487 )
Gain/(loss) on derivatives
    5,888       (5,925 )                 (37 )
Gain/(loss) on change in control
    17,742       (17,742 )                  
Other (expense)/income, net
    (23,602 )     23,747       (3,944 )           (3,799 )
 
                             
(Loss)/income before equity in net earnings of affiliated companies
    (22,943 )     28,981       (1,657 )           4,381  
Income/(loss) from subsidiaries
    30,141       3,032             (33,173 )      
Equity in net earnings of affiliated companies
    7,442       2,219                   9,661  
 
                             
Income/(loss) before taxes
    14,640       34,232       (1,657 )     (33,173 )     14,042  
Income taxes
          (76 )     (168 )           (244 )
 
                             
Net income/(loss)
    14,640       34,156       (1,825 )     (33,173 )     13,798  
Less: Net loss attributable to the noncontrolling interest
                842             842  
 
                             
Net income/(loss) attributable to Navios Holdings common stockholders
  $ 14,640     $ 34,156     $ (983 )   $ (33,173 )   $ 14,640  
 
                             

F-44


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                         
    Navios                          
    Maritime     Other                    
    Holdings Inc.     Guarantor     Non Guarantor              
    Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
Income Statement for the nine months ended September 30, 2011
                                       
Revenue
  $       318,304       202,631             520,935  
Time charter, voyage and port terminal expenses
          (123,341 )     (73,783 )           (197,124 )
Direct vessel expenses
          (32,511 )     (57,970 )           (90,481 )
General and administrative expenses
    (11,329 )     (16,216 )     (11,576 )           (39,121 )
Depreciation and amortization
    (2,102 )     (54,429 )     (25,809 )           (82,340 )
Interest income/expense and finance cost, net
    (50,946 )     (7,867 )     (20,029 )           (78,842 )
Loss on derivatives
          (85 )                 (85 )
Loss on change in control
    (35,325 )                       (35,325 )
Gain on sale of assets
          38,787       35             38,822  
Loss on bond extinguishment
    (21,199 )                       (21,199 )
Other expense, net
    (100 )     (854 )     (7,203 )           (8,157 )
 
                             
(Loss)/income before equity in net earnings of affiliated companies
    (121,001 )     121,788       6,296             7,083  
Income/(loss) from subsidiaries
    136,971       5,882             (142,853 )      
Equity in net earnings of affiliated companies
    13,025       9,677                   22,702  
 
                             
Income/(loss) before taxes
    28,995       137,347       6,296       (142,853 )     29,785  
Income tax (expense)/ benefit
          (220 )     356             136  
 
                             
Net income/(loss)
    28,995       137,127       6,652       (142,853 )     29,921  
Less: Net income attributable to the noncontrolling interest
                (911 )           (911 )
Add: Preferred stock dividends attributable to the noncontrolling interest
                12             12  
Less: Preferred stock dividends of subsidiaries
                (27 )           (27 )
 
                             
Net income/(loss) attributable to Navios Holdings common stockholders
  $ 28,995       137,127       5,726       (142,853 )     28,995  
 
                             

F-45


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                         
    Navios                          
    Maritime     Other                    
    Holdings Inc.     Guarantor     Non Guarantor              
    Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
Income Statement for the nine months ended September 30, 2010
                                       
Revenue
  $     $ 321,942     $ 168,049     $     $ 489,991  
Time charter, voyage and logistics business expenses
          (153,159 )     (64,964 )           (218,123 )
Direct vessel expenses
          (23,459 )     (43,906 )           (67,365 )
General and administrative expenses
    (11,706 )     (13,744 )     (18,099 )           (43,549 )
Depreciation and amortization
    (2,102 )     (46,487 )     (22,582 )           (71,171 )
Interest expense and finance cost, net
    (54,936 )     (3,275 )     (6,667 )           (64,878 )
Gain/(loss) on derivatives
    5,888       (1,883 )                 4,005  
Gain on sale of assets
          26,134                   26,134  
Gain on change in control
    17,742                         17,742  
Other income/(expense), net
    86       (1,983 )     (8,706 )           (10,603 )
 
                             
(Loss)/income before equity in net earnings of affiliated companies
    (45,028 )     104,086       3,125             62,183  
Income/(loss) from subsidiaries
    121,532       8,291             (129,823 )      
Equity in net earnings of affiliated companies
    15,946       13,471                     29,417  
 
                             
Income/(loss) before taxes
    92,450       125,848       3,125       (129,823 )     91,600  
Income tax (expense)/benefit
          (219 )     876               657  
 
                             
Net income/(loss)
    92,450       125,629       4,001       (129,823 )     92,257  
Less: Net loss attributable to the noncontrolling interest
                193             193  
 
                             
Net income/(loss) attributable to Navios Holdings common stockholders
  $ 92,450     $ 125,629     $ 4,194     $ (129,823 )   $ 92,450  
 
                             

F-46


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                         
    Navios                          
    Maritime     Other     Non              
    Holdings Inc.     Guarantor     Guarantor              
Balance Sheet as of September 30, 2011   Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
Current assets
                                       
Cash and cash equivalents
    30,143       106,952       57,842             194,937  
Restricted cash
    15,059       2,498                   17,557  
Accounts receivable, net
          86,372       21,981             108,353  
Intercompany receivables
    116,396             62,981       (179,377 )      
Short-term derivative asset
          1,316                   1,316  
Due from affiliate companies
    1,300       37,888       872             40,060  
Prepaid expenses and other current assets
    5,321       27,667       15,214             48,202  
 
                             
Total current assets
    168,219       262,693       158,890       (179,377 )     410,425  
 
                             
Deposits for vessel acquisitions
          27,308                   27,308  
Vessels, port terminal and other fixed assets, net
          1,433,362       349,818             1,783,180  
Investments in subsidiaries
    1,377,572       268,985             (1,646,557 )      
Investments in available for sale securities
    74,506                         74,506  
Investments in affiliates
    115,051       539                   115,590  
Other long-term assets
    16,221       33,797       17,408             67,426  
Loan receivable from affiliate companies
    36,000                         36,000  
Long-term derivative asset
          45                   45  
Goodwill and other intangibles
    98,710       141,813       169,070             409,593  
 
                             
Total noncurrent assets
    1,718,060       1,905,849       536,296       (1,646,557 )     2,513,648  
 
                             
Total assets
    1,886,279       2,168,542       695,186       (1,825,934 )     2,924,073  
 
                             
 
                                       
LIABILITIES AND EQUITY
                                       
Account payable
          26,048       28,922             54,970  
Accrued expenses
    18,590       46,556       21,635             86,781  
Dividends payable
    6,101                         6,101  
Deferred income and cash received in advance
          27,922                   27,922  
Intercompany Payables/ Due to affiliate companies
          178,685       692       (179,377 )      
Current portion of capital lease obligations
                31,330             31,330  
Current portion of long-term debt
    7,382       62,856       69             70,307  
 
                             
Total current liabilities
    32,073       342,067       82,648       (179,377 )     277,411  
 
                             
Long-term debt, net of current portion
    809.350       367,702       200,616             1,377,668  
Other long-term liabilities and deferred income
          35,450       5,377             40,827  
Unfavorable lease terms
          46,400                     46,400  
Deferred tax liability
                19,920             19,920  
 
                             
Total noncurrent liabilities
    809,350       449,552       225,913             1,484,815  
 
                             
Total liabilities
    841,423       791,619       308,561       (179,377 )     1,762,226  
 
                             
Noncontrolling interest
                116,991             116,991  
 
                             
Total Navios Holdings stockholders’ equity
    1,044,856       1,376,923       269,634       (1,646,557 )     1,044,856  
 
                             
Total liabilities and stockholders’ equity
    1,886,279       2,168,542       695,186       (1,825,934 )     2,924,073  
 
                             

F-47


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                         
    Navios                          
    Maritime     Other     Non              
    Holdings Inc.     Guarantor     Guarantor              
Balance Sheet as of December 31, 2010   Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
Current assets
                                       
Cash and cash equivalent
  $ 6,323     $ 97,676     $ 103,411     $     $ 207,410  
Restricted cash
    15,726       3,488       15,576             34,790  
Accounts receivable, net
          48,731       21,657             70,388  
Intercompany receivables
    173,796             77,705       (251,501 )      
Short term derivative assets
          1,420                   1,420  
Due from affiliate companies
          3,422       (819 )           2,603  
Prepaid expenses and other current assets
    164       17,410       15,780             33,354  
 
                             
Total current assets
    196,009       172,147       233,310       (251,501 )     349,965  
 
                             
Deposit for vessel acquisitions
          80,834       296,690             377,524  
Vessels, port terminal and other fixed assets, net
          1,345,983       903,694             2,249,677  
Loan receivable from Navios Acquisition
    12,391             (12,391 )            
Restricted cash
                18,787             18,787  
Long term derivative assets
          149                   149  
Investments in subsidiaries
    1,405,723       256,178             (1,661,901 )      
Investment in available for sale securities
    99,078                         99,078  
Investment in affiliates
    18,301       394                   18,695  
Deferred financing costs, net
    13,321       3,779       20,655             37,755  
Deferred drydock and special survey costs, net
          9,312       2,695             12,007  
Other long term assets
          4,932       5,438             10,370  
Goodwill and other intangibles
    100,812       155,838       246,110             502,760  
 
                             
Total noncurrent assets
    1,649,626       1,857,399       1,481,678       (1,661,901 )     3,326,802  
 
                             
Total assets
    1,845,635       2,029,546       1,714,988       (1,913,402 )     3,676,767  
 
                             
 
                                       
LIABILITIES AND EQUITY
                                       
Current liabilities
                                       
Accounts payable
          22,120       27,376             49,496  
Accrued expenses
    7,465       31,546       23,406             62,417  
Deferred income and cash received in advance
          14,299       3,383             17,682  
Dividends payable
    6,094             1,120             7,214  
Intercompany Payables
          243,967       7,534       (251,501 )      
Short term derivative liability
          245                   245  
Capital lease obligations
                1,252             1,252  
Current portion of long term debt
    7,929       29,361       26,007             63,297  
 
                             
Total current liabilities
    21,488       341,538       90,078       (251,501 )     201,603  
 
                             
Long term debt, net of current portion
    764,564       340,717       907,332             2,012,613  
Capital lease obligations, net of current portion
                31,009             31,009  
Other long term liabilities
          30,983       5,037             36,020  
Unfavorable lease terms
          51,264       5,611             56,875  
Deferred tax liability
                21,104             21,104  
 
                             
Total noncurrent liabilities
    764,564       422,964       970,093             2,157,621  
 
                             
Total liabilities
    786,052       764,502       1,060,171       (251,501 )     2,359,224  
 
                             
Noncontrolling interest
                257,960             257,960  
Total Navios Holdings stockholders’ equity
    1,059,583       1,265,044       396,857       (1,661,901 )     1,059,583  
 
                             
Total liabilities and stockholders’ equity
  $ 1,845,635     $ 2,029,546     $ 1,714,988     $ (1,913,402 )   $ 3,676,767  
 
                             

F-48


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                         
    Navios                          
    Maritime     Other     Non              
Cash flow statement for the nine months ended   Holdings Inc.     Guarantor     Guarantor              
September 30, 2011   Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
Net cash provided by/(used in) operating activities
  $ 9,781     $ (32,451 )   $ 80,715     $     $ 58,045  
 
                             
Cash flows from investing activities
                                       
Acquisition of vessels
          (51,526 )     (4,533 )           (56,059 )
Decrease in restricted cash for asset acquisitions
                778             778  
Acquisition of General Partner units
    (2,052 )                       (2,052 )
Deposits for vessel acquisitions
          (27,302 )     (2,995 )           (30,297 )
Proceeds from sale of assets
          120,000                   120,000  
Purchase of property and equipment
          (284 )     (66,947 )           (67,231 )
Deconsolidation of Navios Acquisition
                (72,425 )           (72,425 )
Dividends from affiliates/associates
    1,300             (1,300 )            
 
                             
Net cash (used in)/provided by investing activities
    (752 )     40,888       (147,422 )           (107,286 )
 
                             
 
                                       
Cash flows from financing activities
                                       
Issuance of common stock
    415                         415  
Proceeds from long-term loan, net of deferred finance fees
    18,578       48,918       3,032             70,528  
Repayment of long-term debt
    (26,219 )     (49,025 )     (163,760 )           (239,004 )
Repayment of Senior Notes
    (300,000 )                       (300,000 )
Proceeds from issuance of Senior Notes, net of deferred finance fees
    340,981             193,207             534,188  
Acquisition of noncontrolling interest
                (8,638 )           (8,638 )
Dividends paid
    (19,563 )           (1,147 )           (20,710 )
Increase/ (decrease) in restricted cash
    599       946       (625 )           920  
Payments of obligations under capital leases
                (931 )           (931 )
 
                             
Net cash provided by financing activities
    14,791       839       21,138             36,768  
 
                             
Net increase/(decrease) in cash and cash equivalents
    23,820       9,276       (45,569 )           (12,473 )
Cash and cash equivalents, at beginning of period
    6,323       97,676       103,411             207,410  
 
                             
Cash and cash equivalents, at end of period
  $ 30,143     $ 106,952     $ 57,842     $     $ 194,937  
 
                             

F-49


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                         
    Navios                          
    Maritime                          
    Holdings     Other     Non              
Cash flow statement for the nine months ended    Inc.     Guarantor     Guarantor              
September 30, 2010   Issuer     Subsidiaries     Subsidiaries     Eliminations     Total  
Net cash provided by (used in) operating activities
  $ 160,652     $ (149,439 )   $ 117,235     $     $ 128,448  
 
                             
Cash flows from investing activities
                                       
Consolidation of subsidiary, net of cash assumed
    (63,230 )           (35,683 )           (98,913 )
Acquisition of General Partner units
    (3,566 )                       (3,566 )
Restricted cash for asset acquisitions
    (8,649 )     (39,000 )     778             (46,871 )
Acquisition of Vessels
          (30,636 )     (90,451 )           (121,087 )
Deposits for vessel acquisitions
          (297,757 )     (52,230 )           (349,987 )
Receipts from finance lease
          181                   181  
Proceeds from sale of assets
          322,082                   322,082  
Purchase of property and equipment
          (593 )     (9,201 )           (9,794 )
 
                             
Net cash used in investing activity
    (75,445 )     (45,723 )     (186,787 )           (307,955 )
 
                             
 
                                       
Cash flows from financing activities
                                       
Proceeds from long-term loan, net of deferred finance fees     30,449       209,340       137,301             377,090  
Proceeds from warrant exercise
    (77,038 )           74,978             (2,060 )
Repayment on long-term debt and payment of principal
    (25,124 )     (97,105 )     (90,454 )           (212,683 )
Dividends paid
    (20,143 )                       (20,143 )
Issuance of capital surplus
    415                         415  
Increase in restricted cash
    (3,375 )                       (3,375 )
Contributions to noncontrolling shareholders
                (470 )           (470 )
 
                             
Net cash (used in)/provided by financing activities
    (94,816 )     112,235       121,355             138,774  
 
                             
Net (decrease)/increase in cash and cash equivalents     (9,609 )     (82,927 )     51,803             (40,733 )
Cash and cash equivalents, beginning of period
    115,535       27,594       30,804             173,933  
 
                             
Cash and cash equivalents, end of period
  $ 105,926     $ (55,333 )   $ 82,607     $     $ 133,200  
 
                             

F-50


Table of Contents

NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
NOTE 16: SUBSEQUENT EVENTS
(a)   On October 31, 2011, Navios Holdings agreed to acquire a 81,600 dwt bulk carrier scheduled to be delivered in March 2012 by a South Korean shipyard. The aggregate purchase price for the new vessel is approximately $35,250, of which $5,050 was paid in cash.
 
(b)   In October 2011, Navios Holdings repurchased 73,651 shares of its common stock for a total cost of $221.
 
(c)   In October 2011, Navios Holdings further extended the fixed fee period for ship management services of Navios Partners’ owned fleet until December 31, 2017. The daily fees were amended to $4.7 per owned Ultra Handymax vessel, $4.6 per owned Panamax vessel and $5.7 per owned Capesize vessel through December 31, 2013. From January 2014 to December 2017, Navios Partners will reimburse Navios Holdings for all of the actual operating costs and expenses in connection with the management of Navios Partners’ fleet.
 
(d)   On November 4, 2011, of the 1,378,122 contingently returnable shares of common stock of Navios Acquisition that were issued on September 10, 2010 and deposited into escrow for the VLCC Acquisition, 1,160,963 shares were released to the sellers and the remaining 217,159 shares were returned to Navios Acquisition in settlement of representations and warranties attributable to the prior sellers. Navios Holdings’ ownership of the outstanding voting stock of Navios Acquisition increased to 45.24% and its economic interest in Navios Acquisition increased to 53.96%. See also Note 3.
 
(e)   Pursuant to an agreement dated November 8, 2011, the availability of the Navios Holdings $40,000 credit facility provided to Navios Acquisition was extended from April 2012 to December 2014.
 
(f)   On November 14, 2011, the Board of Directors declared a quarterly cash dividend in respect of the second quarter of 2011 of $0.06 per common share payable on January 4, 2012 to stockholders of record as of December 19, 2011.
 
(g)   On November 11, 2011, Navios Holdings received an amount of $6,664 as a dividend distribution from its affiliate, Navios Partners.

F-51


Table of Contents

SIGNATURES
          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  NAVIOS MARITIME HOLDINGS INC.
 
 
  By:   /s/ Angeliki Frangou    
    Angeliki Frangou   
    Chief Executive Officer
Date: November 28, 2011 
 
 

 


Table of Contents

EXHIBIT INDEX
     
Exhibit No.   Exhibit
10.1
  Letter Agreement, dated November 8, 2011.
 
   
99.1
  Navios South American Logistics Inc. Operating and Financial Review and Prospects and Condensed Consolidated Financial Statements for the three and nine month periods ended September 30, 2011.*
 
*   Furnished solely in connection with Navios Logistics’ reporting obligations under the Indenture governing the Logistics Senior Notes.

 

exv10w1
Exhibit 10.1
LETTER OF AMENDMENT Nr. 2
TO AN AGREEMENT DATED 7 SEPTEMBER 2010
Dated as of 8th November 2011
To:    NAVIOS MARITIME ACQUISITION CORPORATION
Trust Company Complex Ajeltake Road
Ajeltake Island
Majuro-Marshall Islands
(the “Borrower”)
 
Att:    Mr. Leonidas Korres
Dear Sirs,
Re:     Agreement dated 7 September 2010 (together with all amendments thereto or supplements thereof the “Agreement”) made between the Borrower and Navios Maritime Holdings Inc. of the Republic of the Marshall Islands (“Navios”).
We refer to the Agreement and all terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
In view of your request to extend availability under the Loan until December 31, 2014, we hereby agree as follows:
1. To amend the following clauses of the Agreement to read as follows:
“5.1 The Borrower must repay the Loan thereon in full on December 31, 2014 (time being of the essence).”
2. The Borrower shall pay Navios a fee of four-hundred thousand Dollars ($400,000) in two (2) equal installments, by April 1, 2012 and November 8, 2012.
All other terms of the Agreement shall remain unaltered and in full force and effect.
It is hereby expressly stated that notwithstanding the amendments (including Letter of Amendment Nr. 1) and/or additions to the Agreement referred to in this letter of amendment nr.2 all the Finance Documents shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]

 


 

Please confirm your agreement to the terms and conditions of this letter of amendment nr.2 by signing the enclosed copy of this letter of amendment nr.2 and returning it to us.
Yours faithfully,
         
  NAVIOS MARITIME HOLDINGS INC.
 
 
  By:   /s/ George Achniotis  
    Name:   George Achniotis   
    Title:   Chief Financial Officer   
 
We hereby agree to and accept this letter of amendment nr.2.
Date: 8th November 2011
         
  NAVIOS MARITIME ACQUISITION CORPORATION
 
  By:   /s/ Leonidas Korres  
    Name:   Leonidas Korres   
    Title:   Chief Financial Officer   
 

exv99w1
Exhibit 99.1
Furnished pursuant to Section 4.17 of the Indenture governing the 91/4% Senior Notes due 2019
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: November 28, 2011
Commission File No. _________
NAVIOS SOUTH AMERICAN LOGISTICS INC.
Luis A. de Herrera 1248, World Trade Center, Torre B, Montevideo, Uruguay
(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 o       Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes o      No o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes o      No o

1


 

Operating and Financial Review and Prospects
          The following is a discussion of the financial condition and results of operations of Navios South American Logistics Inc. (“Navios Logistics” or the “Company”) for each of the three and nine month periods ended September 30, 2011 and 2010. All of these 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 condensed consolidated financial statements including the notes to those financial statements for the periods mentioned above which are included elsewhere in this report.
          This report contains forward-looking statements. These forward-looking statements are based on Navios Logistics’ current expectations and observations. See “Forward-Looking Statements” and “Risk Factors” in the annual report on Form 20-F of Navios Maritime Holdings Inc. (“Navios Holdings”) for the year ended December 31, 2010 for the factors that, in Navios Logistics’ view, could cause actual results to differ materially from the forward-looking statements contained in this report.
          This Exhibit 99.1 is being furnished solely in connection with Navios Logistics’ reporting obligations under the Indenture governing the Senior Notes (as defined below).
Recent Developments
Acquisitions
          On various dates on or prior to October 24, 2011, Navios Logistics used a portion of the proceeds from its offering of senior unsecured notes due 2019 to acquire three pushboats, 66 barges and one floating drydock facility for a total cost of approximately $56.0 million, including transportation and other related costs.
          Following the acquisition of two pieces of land for $1.0 million in 2010, in September 2011, Navios Logistics paid another $0.4 million for the acquisition of a third piece of land. All of these pieces of land are located at the south of the Nueva Palmira Free Zone and were acquired as part of a project to develop a new transshipment facility for mineral ores and liquid bulks.
Construction of a new silo in the Dry Port
          During the third quarter of 2011, Navios Logistics commenced the construction of a new silo at its dry port facility in Nueva Palmira, Uruguay. The silo is expected to be completed in March 2012. As of September 30, 2011, Navios Logistics had paid $3.0 million for the silo construction.
Overview
General
          Navios Logistics has been incorporated under the laws of the Republic of the Marshall Islands since December 17, 2007. Navios Logistics is one of the largest logistics companies in the Hidrovia region of South America. Navios Logistics serves the storage and marine transportation needs of its customers through two port storage and transfer facilities, one for dry bulk commodities, agricultural, forest and mineral-related exports and the other for refined petroleum products, and a diverse fleet, consisting of vessels, barges and pushboats. Navios Logistics has combined its ports in Uruguay and Paraguay with its versatile fleet to create an end-to-end logistics solution for customers seeking to transport mineral and grain commodities and liquid cargoes through the Hidrovia region. Navios Logistics provides transportation for liquid cargo (hydrocarbons such as crude oil, gas oil, naphtha, fuel oil and vegetable oils), liquefied cargo (liquefied petroleum gas (LPG)) and dry cargo (cereals, cotton pellets, soybeans, wheat, limestone (clinker), mineral iron, and rolling stones).
          On January 1, 2008, pursuant to a share purchase agreement, Navios Holdings contributed (i) $112.2 million in cash and (ii) the authorized capital stock of its wholly owned subsidiary, Corporacion Navios Sociedad Anonima (“CNSA”), in exchange for the issuance and delivery of 12,765 of Navios Logistics’ shares, representing 63.8% (or 67.2% excluding contingent consideration) of Navios Logistics’ outstanding stock. Navios Logistics acquired all ownership interests in the Horamar Group (“Horamar”) in exchange for (i) $112.2 million in cash, of which $5.0 million was kept in escrow, payable upon the attainment of certain EBITDA targets during specified periods through December 2008 (the “EBITDA Adjustment”) and (ii) the issuance of 7,235 of Navios Logistics’ shares representing 36.2% (or 32.8% excluding contingent consideration) of Navios Logistics’ outstanding stock, of which 1,007 shares were kept in escrow pending attainment of certain EBITDA targets. CNSA owned and operated the largest bulk transfer and storage port terminal in Uruguay. Horamar was a privately held Argentina-based group specializing in the transportation and storage of liquid cargoes and the transportation of drybulk cargoes in South America along the Hidrovia river system. The combination of CNSA and Horamar under the Navios Logistics umbrella created one of the largest logistics companies in the Hidrovia Region of South America.
          In November 2008, $2.5 million in cash and 503 shares were released from escrow when Horamar achieved the interim EBITDA target. As a result, Navios Holdings owned 65.5% (excluding 504 shares that remained in escrow as of such November 2008 date) of Navios Logistics’ stock.
          On March 20, 2009, August 19, 2009, and December 30, 2009, the agreement pursuant to which Navios Logistics acquired CNSA and Horamar was amended to postpone until June 30, 2010 the date for determining whether the EBITDA target was achieved. On June 17, 2010, $2.5 million in cash and the 504 shares remaining in escrow were released from escrow upon the achievement of the EBITDA target threshold.
          The 1,007 shares held in escrow have been reflected as part of Navios Logistics’ outstanding shares from the date of issuance since these shares were irrevocably issued on January 1, 2008 with the identity of the ultimate recipient to be determined at a future date. Following the achievement of the EBITDA targets mentioned above, the shares were delivered to Horamar shareholders. Following the release of the remaining shares that were held in escrow, Navios Holdings currently owns 63.8% of Navios Logistics’ stock.
          On July 25, 2011, Navios Logistics acquired the noncontrolling interests of its joint ventures, Thalassa Energy S.A., HS Tankers Inc., HS Navigation Inc., HS Shipping Ltd. Inc. and HS South Inc., in accordance with the terms of certain stock purchase

2


 

agreements with HS Energy Ltd., an affiliate of Vitol S.A. (“Vitol”). Navios Logistics paid a total consideration of $8.5 million for such noncontrolling interests.
Ports
          Navios Logistics owns two port storage and transfer facilities, one for agricultural, forest and mineral-related exports and the other for refined petroleum products. Navios Logistics’ port facility in Nueva Palmira, Uruguay moved 3.0 million tons of dry cargo during both the nine month periods ended September 30, 2011 and 2010, and its port facility in San Antonio, Paraguay moved approximately 0.2 million cubic meters of liquid fuels (primarily diesel and naphtha) during the nine month period ended September 30, 2011 as compared to approximately 0.3 million cubic meters in the same period of 2010.
Fleet
          Navios Logistics’ current core fleet consists of a total of 303 vessels, barges and pushboats. Navios Logistics owns four product tanker vessels totaling 47,482 deadweight tons (“dwt”), two self-propelled barges totaling 11,600 cubic meters, two small inland oil tankers totaling 3,900 dwt, 223 dry barges totaling 264,500 dwt, three LPG barges with a capacity of 4,752 cubic meters, 22 tank barges with a capacity of 66,800 cubic meters, and 20 pushboats.
          The rest of Navios Logistics’ current core fleet is chartered-in under long-term charter-in contracts with an average remaining duration of approximately 1.1 years. Long-term charter-in contracts are considered to be charter-in contracts with a duration of more than one year at inception. Navios Logistics currently has entered into charter-in contracts having a minimum remaining duration of 0.6 years and a maximum remaining duration of 3.0 years. Navios Logistics charters-in and operates a fleet of 23 tank barges totaling 58,700 cubic meters and two pushboats. In addition, in June 2010, Navios Logistics entered into long-term bareboat agreements for two new product tankers, the Stavroula and the San San H (formerly known as the Jiujiang), each with a capacity of 16,871 dwt.
Chartering Arrangements
          Navios Logistics continually monitors developments in the shipping and logistics industry and makes decisions on an individual vessel and segment basis, as well as based on its view of overall market conditions in order to implement its overall business strategy. In its barge business, Navios Logistics typically operates under a mix of time charters and contracts of affreightment (“CoAs”) with durations of one to five years, some of which have minimum guaranteed volumes, and spot contracts. In its cabotage business, Navios Logistics typically operates under time charters with durations in excess of one year at inception. Some of its charters provide fixed pricing, minimum volume requirements and fuel price adjustment formulas. On other occasions, Navios Logistics engages in CoAs, which allow the Company flexibility in transporting a certain cargo to its destination.
Factors Affecting Navios Logistics’ Results of Operations
Contract rates
          The shipping and logistics industry has been highly volatile during the last several years. In order to have a full utilization of Navios Logistics’ fleet and storage capacity, the Company must be able to renew the contracts on its fleet and ports on the expiration or termination of its current contracts. This ability depends upon economic conditions in the sectors in which the vessels, barges and pushboats operate, changes in the supply and demand for vessels, barges and pushboats, and changes in the supply and demand for the transportation and storage of commodities.
Weather conditions
          As Navios Logistics specializes in the transportation and storage of liquid cargoes and dry bulk cargoes along the Hidrovia, any changes adversely affecting the region, such as low water levels, could reduce or limit Navios Logistics’ ability to effectively transport cargo.
          Droughts and other adverse weather conditions, including any possible effects of climate change, could result in a decline in production of the agricultural products Navios Logistics transports and stores, and this could likely result in a reduction in demand for services.
Seasonality
          One significant factor that affects Navios Logistics’ results of operations and revenues from quarter to quarter, particularly in the first and last quarters of each year, is seasonality. Generally, the high season for the barge business is the period between February and July as a result of the South American harvest and higher river levels. Expected growth in soybean and minerals production and transportation may offset part of this seasonality. During the South American late spring and summer, mainly from November to January, the low level of water in the northern Hidrovia could adversely affect Navios Logistics’ operations because the water level is not high enough to accommodate the draft of a heavily laden vessel. Such low levels also adversely impact Navios Logistics’ ability to employ convoys as the water level towards the banks of the river may be too low to permit vessel traffic even if the middle of the river is deep enough to permit passage. With respect to dry port terminal operations in Uruguay, the high season is mainly from April to

3


 

September, in tandem with the arrival of the first barges down-river and with the oceangoing vessels’ logistics operations. The liquid port terminal operations in Paraguay and Navios Logistics cabotage business are not significantly affected by seasonality as the operations of the port and Navios Logistics’ cabotage business are primarily linked to refined petroleum products.
          For a detailed discussion of Navios Logistics’ foreign currency transactions and inflation and fuel price increases refer to the section “Quantitative and Qualitative Disclosures about Market Risks” included elsewhere in this document.
Statement of Operations Breakdown by Segments
          Historically, the Company had two reportable segments, Logistics Business and Dry Port Terminal Business. Since Navios Logistics was formed by the business combination between CNSA and Horamar, Navios Logistics has grown its vessel fleet through acquisitions of vessels, barges and pushboats. Additionally, Navios Logistics expanded its Uruguayan port terminal with the construction of a new silo, the acquisition of additional land, and the installation of a grain drying and conditioning facility, which has been operational since May 16, 2011. Following these recent business developments, beginning in 2011, the Company reports its operations based on three reportable segments: Port Terminal Business, Barge Business and Cabotage Business. The Port Terminal Business aggregates the dry port terminal operations (previously identified as the Dry Port Terminal Business) and the liquid port terminal operations previously included in the Logistics Business segment. The previously identified Logistics Business segment has been split to form the Barge Business segment and the Cabotage Business segment. Historical information has been reclassified in accordance with the new reportable segments.
Period over Period Comparisons of Navios Logistics
          The following table presents consolidated revenue and expense information for each of the three and nine month periods ended September 30, 2011 and 2010. This information was derived from the unaudited condensed consolidated financial statements.
                                 
    Three Month     Three Month     Nine Month     Nine Month  
    Period Ended     Period Ended     Period Ended     Period Ended  
    September 30,     September 30,     September 30,     September 30,  
    2011     2010     2011     2010  
(Expressed in thousands of U.S. dollars )   (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Time charter, voyage and port terminal revenues
  $ 44,058     $ 38,979     $ 123,861     $ 101,581  
Sales of products
    24,789       16,323       44,047       41,562  
Time charter, voyage and port terminal expenses
    (11,103 )     (8,600 )     (30,817 )     (26,213 )
Direct vessels expenses
    (18,068 )     (14,552 )     (48,006 )     (36,762 )
Cost of products sold
    (23,873 )     (15,236 )     (42,320 )     (38,554 )
Depreciation and amortization
    (5,531 )     (5,197 )     (16,609 )     (16,539 )
General and administrative expenses
    (3,572 )     (3,500 )     (10,368 )     (9,308 )
Interest income/(expense) and finance cost, net
    (5,112 )     (1,113 )     (11,271 )     (3,153 )
Gain on sale of assets
    36             36        
Other expense, net
    (3,327 )     (4,017 )     (7,168 )     (8,669 )
 
                       
(Loss)/income before income taxes and noncontrolling interest
  $ (1,703 )   $ 3,087     $ 1,385     $ 3,945  
Income tax benefit/(expense)
    389       (326 )     356       718  
 
                       
Net (loss)/income
    (1,314 )     2,761       1,741       4,663  
Less: Net income attributable to the noncontrolling interest
    (213 )     (1,304 )     (758 )     (1,338 )
 
                       
Net (loss)/income attributable to Navios Logistics’ stockholders
  $ (1,527 )   $ 1,457     $ 983     $ 3,325  
 
                       
          For the three month period ended September 30, 2011 compared to the three month period ended September 30, 2010
          Time Charter, Voyage and Port Terminal Revenues: For the three month period ended September 30, 2011, Navios Logistics revenue increased by $5.1 million or 13.1% to $44.1 million, as compared to $39.0 million for the same period during 2010. Revenue from the cabotage business increased by $3.6 million or 33.3% to $14.4 million for the three months period ended September 30, 2011, as compared to $10.8 million for the same period during 2010. This increase was mainly attributable to the new vessels, the Stavroula and the San San H, which commenced operations in October 2010 and March 2011, respectively. Revenue from the barge business increased by $1.8 million or 8.4% to $23.2 million for the three months period ended September 30, 2011, as compared to $21.4 million for the same period during 2010. This was mainly attributable to the increase in volumes in iron ore transportation. This overall increase was mitigated by a $0.3 million decrease in revenue from the port terminal business. Revenue from the port terminal business decreased by $0.3 million or 4.4% to $6.5 million for the three month period ended September 30, 2011, as compared to $6.8 million for the same period during 2010. The decrease was mainly attributable to a decrease in volumes moved.

4


 

          Sales of Products: For the three month period ended September 30, 2011, Navios Logistics’ sales of products increased by $8.5 million or 52.1% to $24.8 million, as compared to $16.3 million for the same period during 2010. The increase was mainly attributable to an increase in the Paraguayan liquid port’s volume and to an increase in the price of products sold.
          Time Charter, Voyage and Port Terminal Expenses: Time charter, voyage and port terminal expenses increased by $2.5 million or 29.1% to $11.1 million for the three month period ended September 30, 2011, as compared to $8.6 million for the same period during 2010. This increase was due to an increase in time charter and voyage expenses of the barge business by $2.8 million or 46.7% to $8.8 million for the three month period ended September 30, 2011, as compared to $6.0 million for the same period in 2010. This was mainly attributable to the increase in volumes in iron ore transportation. This increase was mitigated by a decrease in time charter and voyage expenses of the cabotage business by $0.3 million or 50.0% to $0.3 million for the three month period ended September 30, 2011, as compared to $0.6 million for the same period in 2010. This decrease was mainly attributable to a decrease in the fuel expenses of the cabotage vessels due to increase in operating days under time charter contracts. In the port terminal business, expenses amounted to $2.0 million for both three month periods ended September 30, 2011 and 2010.
          Direct Vessels Expenses: Direct vessels expenses increased by $3.5 million or 24.0% to $18.1 million for the three month period ended September 30, 2011, as compared to $14.6 million for the same period in 2010. Direct vessels expenses of the cabotage business increased by $2.6 million or 44.8% to $8.4 million for the three month period ended September 30, 2011, as compared to $5.8 million for the same period in 2010. The increase resulted primarily from the additional operating expenses generated by the Stavroula and the San San H, which commenced operations in October 2010 and March 2011, respectively. Direct vessels expenses of the barge business increased by $0.9 million or 10.2% to $9.7 million for the three month period ended September 30, 2011, as compared to $8.8 million for the same period in 2010. The increase resulted primarily from the increase in crew costs, spares and maintenance. Direct vessels expenses include crew costs, victualling costs, dockage expenses, lubricants, spares, insurance, maintenance and repairs.
          Cost of Products Sold: For the three month period ended September 30, 2011, Navios Logistics’ cost of products sold increased by $8.7 million or 57.2% to $23.9 million, as compared to $15.2 million for the same period during 2010. The increase was mainly attributable to an increase in the Paraguayan liquid port’s volumes and to an increase in the price of products sold.
          Depreciation and Amortization: Depreciation and amortization increased by $0.3 million to $5.5 million for the three month period ended September 30, 2011, as compared to $5.2 million for the same period of 2010. The depreciation of tangible assets and the amortization of intangible assets for the three month period ended September 30, 2011 amounted to $4.4 million and $1.1 million, respectively. Depreciation and amortization in the barge business increased by $0.2 million to $3.6 million for the three month period ended September 30, 2011, as compared to $3.4 million for the same period during 2010. The increase resulted primarily from the additional depreciation generated by new acquisitions of barges, pushboats and other fixed assets. Depreciation and amortization in the cabotage business for the three month period ended September 30, 2011 increased by $0.1 million to $1.1 million, as compared with $1.0 million for the same period during 2010. The increase resulted primarily from the additional depreciation generated by the new vessels the Stavroula and the San San H, which commenced operations in October 2010 and March 2011, respectively. Depreciation and amortization in the port terminal business amounted to $0.9 million for both three month periods ended September 30, 2011 and September 30, 2010.
          General and Administrative Expenses: General and administrative expenses increased by $0.1 million or 2.9% to $3.6 million for the three month period ended September 30, 2011, as compared to $3.5 million for the same period during 2010. General and administrative expenses relating to the barge business increased by $0.1 million or 3.6% to $2.9 million, as compared to $2.8 million for the same period during 2010. The increase was mainly attributable to an increase in salaries and other administrative costs. General and administrative expenses relating to the cabotage and the ports businesses were $0.1 million and $0.6 million for both three month periods ended September 30, 2011 and 2010, respectively.
          Interest Income/(Expense) and Finance Costs, Net: Interest income/(expense) and finance costs, net increased by $4.0 million to $5.1 million for the three month period ended September 30, 2011, as compared to $1.1 million for the same period of 2010. For the three month period ended September 30, 2011, interest expense amounted to $4.9 million, other finance costs amounted to $0.5 million and interest income amounted to $0.3 million. For the three month period ended September 30, 2010, interest expense amounted to $1.1 million, other finance costs amounted to $0.2 million and interest income amounted to $0.2 million. The main reason for the increase was the interest generated by the Senior Notes issued in April 2011.
     Other Expense, Net: Other expense, net decreased by $0.7 million to $3.3 million for the three month period ended September 30, 2011, as compared to $4.0 million for the same period of 2010. Other expense, net of the barge business decreased by $1.5 million to $1.2 million for the three month period ended September 30, 2011, as compared to $2.7 million for the same period in 2010. This decrease was mainly attributable to a decrease in the provision for losses on accounts receivable. Other expense, net of the port terminal business increased by $0.7 million to $0.7 million for the three month period ended September 30, 2011, as compared to $0 for the same period in 2010. This increase was mainly attributable to foreign currency exchange losses.

5


 

Other expense, net for the cabotage business increased by $0.1 million to $1.4 million for the three month period ended September 30, 2011, as compared to $1.3 million for the same period in 2010. This increase was due mainly to an increase in taxes other-than income taxes.
          Income Tax Benefit/ (Expense): Income taxes decreased by $0.7 million to $0.4 million of benefit for the three month period ended September 30, 2011, as compared to a $0.3 million expense for the same period in 2010. The variation was mainly due to $1.0 million of higher income tax benefit in Argentina due to the increase of deferred tax assets carried forward which was mitigated by $0.3 million increase in income tax charges due to increase of operations in Argentina. Income taxes in the port terminal business decreased by $0.2 million to an expense of $0.3 million for the three month period ended September 30, 2011, as compared to an expense of $0.5 million for the same period in 2010. Income taxes in the cabotage business increased by $0.2 million to an expense of $0.4 million for the three month period ended September 30, 2011, as compared to an expense of $0.2 million for the same period in 2010. Income taxes of the barge business decreased by $0.6 million to $1.0 million of benefit for the three month period ended September 30, 2011, as compared to $0.4 million of benefit for the same period in 2010.
          Net Income Attributable to the Noncontrolling Interest: Net income attributable to the noncontrolling interest decreased by $1.1 million or 84.6% to $0.2 million for the three month period ended September 30, 2011, as compared to $1.3 million for the same period during 2010. This was mainly due to the acquisition of the noncontrolling interests in the cabotage business.
          For the nine month period ended September 30, 2011 compared to the nine month period ended September 30, 2010
          Time Charter, Voyage and Port Terminal Revenues: For the nine month period ended September 30, 2011, Navios Logistics’ revenue increased by $22.3 million or 21.9% to $123.9 million, as compared to $101.6 million for the same period during 2010. Revenue from the port terminal business increased by $0.1 million or 0.5% to $18.4 million for the nine month period ended September 30, 2011, as compared to $18.3 million for the same period of 2010. The increase was mainly attributable to an increase in tariffs in the dry port terminal of $0.5 million mitigated by a $0.4 million decrease in storage services provided by the liquid port terminal. Revenue from the cabotage business increased by $13.9 million or 52.3% to $40.5 million for the nine months period ended September 30, 2011, as compared to $26.6 million for the same period during 2010. This increase was mainly attributable to the new vessels, the Stavroula and the San San H, which commenced operations in October 2010 and March 2011, respectively. Revenue from the barge business increased by $8.3 million or 14.6% to $65.0 million for the nine months period ended September 30, 2011, as compared to $56.7 million for the same period during 2010. This increase was mainly attributable to the increase in volumes in iron ore transportation.
          Sales of Products: For the nine month period ended September 30, 2011, Navios Logistics’ sales of products increased by $2.4 million or 5.8% to $44.0 million, as compared to $41.6 million for the same period during 2010. The increase was mainly attributable to an increase in the price of products sold.
          Time Charter, Voyage and Port Terminal Expenses: Time charter, voyage and port terminal expenses increased by $4.6 million or 17.6% to $30.8 million for the nine month period ended September 30, 2011, as compared to $26.2 million for the same period during 2010. This increase is due to an increase in time charter and voyage expenses of the barge business by $4.2 million or 22.1% to $23.2 million for the nine month period ended September 30, 2011, as compared to $19.0 million for the same period in 2010. This was mainly attributable to the increase in volumes in iron ore transportation. In the port terminal business, expenses increased by $1.1 million or 20.0% to $6.6 million for the nine month period ended September 30, 2011, as compared to $5.5 million for the same period in 2010. This is attributable to a $0.8 million increase of expenses in Navios Logistics’ dry port in Uruguay mainly from salaries, and a $0.3 million increase in expenses of the liquid port in Paraguay. The overall increase was offset by a $0.7 million or 41.2% decrease in time charter and voyage expenses of the cabotage business to $1.0 million for the nine month period ended September 30, 2011, as compared to $1.7 million for the same period during 2010. This decrease was mainly attributable to a decrease in the fuel expenses of the cabotage vessels due to increase in operating days under time charter contracts.
          Direct Vessels Expenses: Direct vessels expenses increased by $11.2 million or 30.4% to $48.0 million for the nine month period ended September 30, 2011, as compared to $36.8 million for the same period in 2010. Direct vessels expenses of the cabotage business increased by $8.4 million or 60.0% to $22.4 million for the nine months period ended September 30, 2011, as compared to $14.0 million for the same period in 2010. The increase resulted primarily from the additional operating expenses generated by the new vessels, the Stavroula and the San San H, which commenced operations in October 2010 and March 2011, respectively. Direct vessels expenses of the barge business increased by $2.8 million or 12.3% to $25.6 million for the nine months period ended September 30, 2011, as compared to $22.8 million for the same period in 2010. The increase resulted primarily from the increase in crew costs, repairs and maintenance. Direct vessels expenses include crew costs, victualling costs, dockage expenses, lubricants, spares, insurance, maintenance and repairs.
     Cost of Products Sold: For the nine month period ended September 30, 2011, Navios Logistics’ cost of products sold increased by $3.7 million or 9.6% to $42.3 million, as compared to $38.6 million for the same period during 2010. The increase was mainly attributable to an increase in the price of products sold.

6


 

     Depreciation and Amortization: Depreciation and amortization increased by $0.1 million to $16.6 million for the nine month period ended September 30, 2011, as compared to $16.5 million for the same period of 2010. The depreciation of tangible assets and the amortization of intangible assets for the nine month period ended September 30, 2011 amounted to $13.3 million and $3.3 million, respectively. Depreciation of tangible assets and amortization of intangible assets for the nine month period ended September 30, 2010 amounted to $13.2 million and $3.3 million, respectively. Depreciation and amortization in the barge business decreased by $0.6 million to $10.8 million for the nine month period ended September 30, 2011, as compared to $11.4 million for the same period during 2010. Such decrease is due to the fact that certain barges have reached the end of their estimated useful lives in 2010. Depreciation and amortization in the cabotage business for the nine month period ended September 30, 2011 increased by $0.6 million to $3.2 million, as compared with $2.6 million for the same period during 2010. The increase resulted primarily from the additional depreciation generated by the new vessels, the Stavroula and the San San H, which commenced operations in October 2010 and March 2011, respectively. Depreciation and amortization in the port terminal business for the nine month period ended September 30, 2011 increased by $0.1 million to $2.6 million, as compared with $2.5 million for the same period during 2010. This increase was mainly due to the depreciation of the new drying and conditioning facility in Navios Logistics’ dry port facility in Uruguay.
          General and Administrative Expenses: General and administrative expenses increased by $1.1 million or 11.8% to $10.4 million for the nine month period ended September 30, 2011, as compared to $9.3 million for the same period during 2010. General and administrative expenses relating to the port terminal business increased by $0.2 million or 12.5% to $1.8 million, as compared to $1.6 million in the same period during 2010. General and administrative expenses relating to the barge business increased by $0.9 million or 12.0% to $8.4 million for the nine month period ended September 30, 2011, as compared to $7.5 million for the same period during 2010. General and administrative expenses relating to the cabotage business was $0.2 million in both the nine month periods ended September 30, 2011 and 2010. The overall increase was mainly attributable to an increase in salaries by $1.4 million mainly due to an increased number of employees, wages increase and the impact of foreign exchange rates, mitigated by a decrease in other administrative costs by $0.3 million.
          Interest Income/(Expense) and Finance Costs, Net: Interest income/(expense) and finance costs, net increased by $8.1 million to $11.3 million for the nine month period ended September 30, 2011, as compared to $3.2 million for the same period of 2010. For the nine month period ended September 30, 2011, interest expense amounted to $10.6 million, other finance costs amounted to $1.4 million and interest income amounted to $0.7 million. For the nine month period ended September 30, 2010, interest expense amounted to $2.8 million, other finance costs amounted to $0.5 million and interest income amounted to $0.1 million. The main reason for the increase was the interest expense generated by the Senior Notes issued in April 2011.
          Other Expense, Net: Other expense, net decreased by $1.5 million to $7.2 million for the nine month period ended September 30, 2011, as compared to $8.7 million for the same period of 2010. Other expense, net for the barge business decreased by $2.6 million to $3.0 million for the nine month period ended September 30, 2011, as compared to $5.6 million for the same period in 2010. This decrease was mainly due to a lower provision for bad debts as compared to the same period of 2010. Other expense, net for the port terminal business increased by $0.3 million to $0.3 million for the nine month period ended September 30, 2011, as compared to $0 for the same period in 2010. This increase was mainly attributable to foreign currency exchange losses. Other expense, net for the cabotage business increased by $0.8 million to $3.9 million for the nine month period ended September 30, 2011, as compared to $3.1 million for the same period in 2010. This increase was due mainly to an increase in taxes other-than income taxes.
          Income Tax Benefit/ (Expense): Income taxes increased by $0.3 million or 42.9% to $0.4 million of benefit for the nine month period ended September 30, 2011, as compared to $0.7 million of benefit for the same period in 2010. The variation was mainly due to (a) $0.2 million of higher income tax expense in Argentina due to the decrease of deferred tax assets carried forward, and (b) a $0.1 million increase in income tax charges with respect to retained earnings in Paraguay. Income taxes in the port terminal business decreased by $0.4 million or 66.7% to an expense of $0.2 million for the nine month period ended September 30, 2011 as compared to an expense of $0.6 million for the same period in 2010. Income taxes of the barge business increased by $0.6 million or 31.6% to a benefit of $1.3 million for the nine month period ended September 30, 2011 as compared to a benefit of $1.9 million for the same period in 2010. Income taxes of the cabotage business increased by $0.1 million or 16.7% to an expense of $0.7 million for the nine month period ended September 30, 2011 as compared to an expense of $0.6 million for the same period in 2010.
          Net Income Attributable to the Noncontrolling Interest: Net income attributable to the noncontrolling interest decreased by $0.5 million or 38.5% to $0.8 million for the nine month period ended September 30, 2011, as compared to $1.3 million for the same period during 2010.This was mainly due to the acquisition of the noncontrolling interests in the cabotage business.
Non-Guarantor Subsidiaries
          Hidronave South American Logistics S.A. , which is one of the two subsidiaries of Navios Logistics that does not guarantee the Senior Notes, accounted for approximately $1.6 million, or 1.0%, of total revenue, and approximately $0.5 million, or 2.1%, of total EBITDA, in each case, for the nine month period ended September 30, 2011,and approximately $3.2 million, or 0.5%, of total assets, and approximately $1.8 million, or 0.6%, of total liabilities, in each case, as of September 30, 2011.

7


 

          Hidronave South American Logistics S.A., accounted for approximately $0.9 million, or 0.6%, of total revenue, and approximately $0.1 million, or 0.5%, of total EBITDA, in each case, for the nine month period ended September 30, 2010, and approximately $2.6 million, or 0.5%, of total assets, and approximately $1.8 million, or 0.8%, of total liabilities, in each case, as of September 30, 2010.
          Logistics Finance, the other subsidiary of Navios Logistics that does not guarantee the Senior Notes, does not have any independent assets or operations.
Non-Guarantor EBITDA Reconciliation to Net Income Attributable to Navios Logistics’ Stockholders
                 
    For the Nine     For the Nine  
    Month     Month  
    Period Ended     Period Ended  
    September 30,     September 30,  
    2011     2010  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Hidronave’s net income attributable to Navios Logistics’ stockholders
  $ 507     $ 48  
Depreciation and amortization
    51       56  
Interest expense and finance cost, net
    42       16  
Income tax expense
    (3 )     (3 )
 
           
EBITDA
  $ 597     $ 117  
 
           
Liquidity and Capital Resources
          Navios Logistics has historically financed its capital requirements with cash flows from operations, equity contributions from stockholders, borrowings under its credit facilities and the issuance of other debt. Main uses of funds have been capital expenditures for the acquisition of new vessels, construction and upgrades at the port terminals, expenditures incurred in connection with ensuring that the owned vessels comply with international and regulatory standards and repayments of credit facilities. Navios Logistics anticipates that cash on hand, internally generated cash flows and borrowings under existing and future credit facilities will be sufficient to fund its operations, including working capital requirements. See “Working Capital Position”, “Capital Expenditures” and “Long-term Debt Obligations and Credit Arrangements” for further discussion of Navios Logistics’ working capital position.
          The following table presents cash flow information derived from the unaudited consolidated statements of cash flows of Navios Logistics for the nine month periods ended September 30, 2011 and 2010.
                 
    Nine Month     Nine Month  
    Period Ended     Period Ended  
    September 30,     September 30,  
    2011     2010  
(Expressed in thousands of U.S. dollars )   (unaudited)     (unaudited)  
Net cash provided by operating activities
  $ 28,688     $ 19,236  
Net cash used in investing activities
    (66,947 )     (7,741 )
Net cash provided by/(used in) financing activities
    56,897       (5,680 )
 
           
Increase in cash and cash equivalents
  $ 18,638     $ 5,815  
Cash and cash equivalents, beginning of the period
    39,204       26,927  
 
           
Cash and cash equivalents, end of period
    57,842       32,742  
 
           
Cash provided by operating activities for the nine month period ended September 30, 2011 as compared to the nine month period ended September 30, 2010
          Net cash provided by operating activities increased by $9.5 million to $28.7 million for the nine month period ended September 30, 2011, as compared to $19.2 million for the same period in 2010. In determining net cash from operating activities, net income is adjusted for the effect of certain non-cash items including depreciation and amortization and income taxes, which are analyzed in detail as follows:

8


 

                 
    Nine Month Period Ended  
    September 30,     September 30,  
    2011     2010  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)  
Net income
  $ 1,741     $ 4,663  
Depreciation of vessels, port terminals and other fixed assets
    13,284       13,177  
Amortization of intangible assets and liabilities
    3,325       3,362  
Amortization of deferred financing costs
    934       267  
Amortization of deferred drydock costs
    443       283  
Provision for losses on accounts receivable
    323       2,672  
Gain on sale of assets
    (36 )      
Income tax expense
    (356 )     (718 )
 
           
Net income adjusted for non-cash items
  $ 19,658     $ 23,706  
 
           
     Net income is also adjusted for changes in operating assets and liabilities in order to determine net cash from operating activities.
          The positive change in operating assets and liabilities of $9.0 million for the nine month period ended September 30, 2011 resulted primarily from a $10.6 million increase in accrued expenses, a $6.1 million increase in accounts payable, a $0.6 million decrease in restricted cash and a $0.5 million increase in amounts due to affiliates. The positive change was partially offset by a $5.1 million increase in accounts receivable, a $1.1 million increase in prepaid expenses and other current assets and a $2.6 million increase in deferred drydock and special survey costs.
          The negative change in operating assets and liabilities of $4.5 million for the nine month period ended September 30, 2010 resulted from a $7.1 million increase in accounts receivable, $2.4 million in payments of interest, a $0.1 million decrease in accounts payables and a $0.8 million increase in deferred drydock and special survey costs . This negative change was partially offset by a $2.6 million increase in accrued expenses, a $1.7 million decrease in prepaid expenses and other current assets, a $1.2 million decrease in restricted cash and a $0.4 million increase in other liabilities.
          Cash used in investing activities for the nine month period ended September 30, 2011 as compared to the nine month period ended September 30, 2010:
          Net cash used in investing activities increased by $59.2 million to $66.9 million for the nine month period ended September 30, 2011 from $7.7 million for the same period in 2010.
          Cash used in investing activities for the nine month period ended September 30, 2011 was mainly the result of (a) $0.9 million in payments for the construction of the new drying and conditioning facility in Nueva Palmira, (b) $3.4 million in payments for the construction of a new silo in Nueva Palmira, (c) $57.1 million in payments for the acquisition and transportation of 3 pushboats, 66 barges and a floating dry dock, (d) $1.7 million in payments for improvements and (e) $3.8 million for the purchase of other fixed assets.
          Cash used in investing activities for the nine month period ended September 30, 2010 was the result of (a) $2.8 million in payments for the construction of the new drying and conditioning facility in Nueva Palmira, Uruguay, (b) $0.7 million in payments for the acquisition of a barge, and (c) $4.2 million in payments for the purchase of other fixed assets.
          Cash provided by financing activities for the nine month period ended September 30, 2011 as compared to cash used in financing activities for the nine month period ended September 30, 2010:
          Net cash provided by financing activities increased by $62.6 million to $56.9 million for the nine month period ended September 30, 2011, as compared to funds used in financing activities of $5.7 million for the same period of 2010.
          Cash provided by financing activities for the nine month period ended September 30, 2011 was mainly due to the $200.0 million proceeds from the Senior Notes issued in April 2011. This was partially offset by (a) $0.9 million in payments of obligations under capital leases in connection with the product tanker vessels, the San San H and the Stavroula, (b) $126.7 million of repayments of long-term debt, (c) a $6.8 million in payments of deferred financing costs following the amendment of the Marfin loan facility and the issuance of the Senior Notes and (d) $8.6 million for the acquisition of noncontrolling interests.
          Cash used in financing activities for the nine month period ended September 30, 2010 was mainly the result of (a) $3.5 million of repayments of long-term debt, (b) $0.5 million for a distribution of dividends to noncontrolling shareholders, (c) $0.5 million in payments of deferred financing costs and (d) $1.5 million in payments of obligations under capital leases in connection with the product tanker vessels, the San San H and the Stavroula. This was partially mitigated by $0.3 million of proceeds from long term loans.
Reconciliation of EBITDA to Net Income/(Loss) Attributable to Navios Logistics’ Stockholders
          EBITDA represents net income/(loss) attributable to Navios Logistics’ stockholders before interest and finance costs, depreciation and amortization, and income taxes, unless otherwise stated. EBITDA is presented because it is used by certain investors to measure a company’s operating performance.
          EBITDA is a “non-GAAP financial measure” and should not be considered a substitute for net income, cash flow from

9


 

operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity. While EBITDA is frequently used as a measure of operating performance, the definition of EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation.
Three Month Period Ended September 30, 2011
                                 
    Port                    
    Terminal     Cabotage     Barge        
    Business     Business     Business     Total  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Net income/(loss) attributable to Navios Logistics’ stockholders
  $ 3,230     $ 1,261     $ (6,018 )   $ (1,527 )
Depreciation and amortization
    890       1,094       3,547       5,531  
Amortization of deferred drydock costs
          91       91       182  
Interest (income)/expense and finance cost, net
    (138 )     1,238       4,012       5,112  
Income tax benefit/(expense)
    172       440       (1,001 )     (389 )
 
                       
EBITDA
  $ 4,154     $ 4,124     $ 631     $ 8,909  
 
                       
Three Month Period Ended September 30, 2010
                                 
    Port                    
    Terminal     Cabotage     Barge        
    Business     Business     Business     Total  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Net income/(loss) attributable to Navios Logistics’ stockholders
  $ 3,978     $ (80 )   $ (2,441 )   $ 1,457  
Depreciation and amortization
    852       962       3,383       5,197  
Amortization of deferred drydock costs
          22       92       114  
Interest (income)/expense and finance cost, net
    (76 )     653       536       1,113  
Income tax benefit/(expense)
    527       217       (418 )     326  
 
                       
EBITDA
  $ 5,281     $ 1,774     $ 1,152     $ 8,207  
 
                       
          EBITDA increased by $0.7 million to $8.9 million for the three month period ended September 30, 2011, as compared to $8.2 million for the same period of 2010. This increase was mainly due to (a) a $5.1 million increase in time charter, voyage and port terminal revenues, of which $3.6 million was attributable to the cabotage business and $1.8 million was attributable to the barge business, mitigated by a decrease of $0.3 million attributable to the port terminal business, (b) a $8.5 million increase in sales of products attributable to the port terminal business, (c) a $1.1 million decrease in noncontrolling interest mainly relating to the cabotage business, and (d) a $0.7 million decrease in other income/(expense), net. This increase was partially offset by (a) a $2.5 million increase in time charter, voyage and port terminal expenses, resulting from a $2.8 million increase in the barge business mitigated by a $0.3 million decrease in the cabotage business, (b) a $8.7 million increase in cost of products sold attributable to the port terminal business, and (c) a $3.5 million increase in direct vessels expenses, resulting from a $2.6 million increase in the cabotage business and a $0.9 million increase in the barge business.
Nine Month Period Ended September 30, 2011
                                 
    Port                    
    Terminal     Cabotage     Barge        
    Business     Business     Business     Total  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Net income/(loss) attributable to Navios Logistics’ stockholders
  $ 9,165     $ 6,084     $ (14,266 )   $ 983  
Depreciation and amortization
    2,564       3,210       10,835       16,609  
Amortization of deferred drydock costs
          151       292       443  
Interest (income)/expense and finance cost, net
    (395 )     2,290       9,376       11,271  
Income tax benefit/(expense)
    172       696       (1,224 )     (356 )
 
                       
EBITDA
  $ 11,506     $ 12,431     $ 5,013     $ 28,950  
 
                       

10


 

Nine Month Period Ended September 30, 2010
                                 
    Port                    
    Terminal     Cabotage     Barge        
    Business     Business     Business     Total  
(Expressed in thousands of U.S. dollars)   (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Net income/(loss) attributable to Navios Logistics’ stockholders
  $ 11,255     $ 1,640     $ (9,570 )   $ 3,325  
Depreciation and amortization
    2,545       2,617       11,377       16,539  
Amortization of deferred drydock costs
          22       261       283  
Interest (income)/expense and finance cost, net
    (135 )     1,335       1,953       3,153  
Income tax benefit/(expense)
    564       567       (1,849 )     (718 )
 
                       
EBITDA
  $ 14,229     $ 6,181     $ 2,172     $ 22,582  
 
                       
          EBITDA increased by $6.4 million to $29.0 million for the nine month period ended September 30, 2011, as compared to $22.6 million for the same period of 2010. This increase was mainly due to (a) a $22.3 million increase in time charter, voyage and port terminal revenues, of which $13.9 million was attributable to the cabotage business, $8.3 million was attributable to the barge business and $0.1 million was attributable to the port terminal business, (b) a $2.5 million increase in sales of products attributable to the port terminal business, (c) a $0.5 million decrease in noncontrolling interest mainly relating to the cabotage business and (d) a $1.7 million decrease in other expense, net. This increase was partially offset by (a) a $4.6 million increase in time charter, voyage and port terminal expenses resulting from a $4.2 million increase in the barge business, a $1.1 million increase attributable to the port terminal business, mitigated by a $0.7 million decrease in the cabotage business, (b) a $3.8 million increase in cost of products sold attributable to the port terminal business, (c) a $11.1 million increase in direct vessels expenses, of which $8.3 million was related to the cabotage business and $2.8 million was related to the barge business and (d) a $1.1 million increase in general and administrative expenses.
Long-term Debt Obligations and Credit Arrangements
          Senior Notes: On April 12, 2011, Navios Logistics and its wholly-owned subsidiary Navios Logistics Finance (US) Inc. (“Logistics Finance” and, together with Navios Logistics, the “Co-Issuers”) issued $200.0 million in Senior Notes due on April 15, 2019 (the “Senior Notes”) at a fixed rate of 9.25%. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by all of Navios Logistics’ direct and indirect subsidiaries except for Hidronave South American Logistics S.A. and Logistics Finance. The subsidiary guarantees are “full and unconditional,” as those terms are used in Regulation S-X Rule 3-10, 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 Senior Notes. The Co-Issuers have the option to redeem the notes in whole or in part, at their option, at any time (i) before April 15, 2014, at a redemption price equal to 100% of the principal amount plus the applicable make-whole premium plus accrued and unpaid interest, if any, to the redemption date and (ii) on or after April 15, 2014, at a fixed price of 106.938%, which price declines ratably until it reaches par in 2017. At any time before April 15, 2014, the Co-Issuers may redeem up to 35% of the aggregate principal amount of the Senior Notes with the net proceeds of an equity offering at 109.25% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the redemption date so long as at least 65% of the originally issued aggregate principal amount of the notes remains outstanding after such redemption. In addition, upon the occurrence of certain change of control events, the holders of the Senior Notes will have the right to require the Co-Issuers to repurchase some or all of the notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.
          Under a registration rights agreement, the Co-Issuers and the subsidiary guarantors are obliged to file a registration statement prior to January 7, 2012 that enables the holders of the Senior Notes to exchange the privately placed notes with publicly registered notes with identical terms. The Senior Notes contain covenants which, among other things, limit the incurrence of additional indebtedness, issuance of certain preferred stock, the payment of dividends in excess of 6% per annum of the net proceeds received by or contributed to us in or from any public offering, redemption or repurchase of capital stock or making restricted payments and investments, creation of certain liens, transfer or sale of assets, entering in 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.

11


 

Loan Facilities:
     Marfin Facility
          On March 31, 2008, the Company entered into a $70.0 million loan facility with Marfin Popular Bank for the purpose of providing Nauticler S.A. with investment capital to be used in connection with one or more investment projects. The loan was initially repayable in one installment by March 2011 and bore interest at LIBOR plus a margin of 175 basis points. In March 2009, the Company transferred its loan facility of $70.0 million to Marfin Popular Bank Public Co. Ltd. The loan provided for an additional one year extension and an increase of the margin to 275 basis points. On March 23, 2010, the loan was extended for one additional year, providing an increase of the margin to 300 basis points. On March 29, 2011, Marfin Popular Bank committed to amend its current loan agreement with Navios Logistics’ subsidiary, Nauticler S.A., to provide for a $40.0 million revolving credit facility. Under this commitment, the existing margin of 300 basis points will apply and the obligations will be secured by mortgages on four tanker vessels or alternative security over other assets acceptable to the bank. The commitment requires that we maintain a loan-to-value ratio of 120% based on charter-free valuations and compliance with the covenants contained in the indenture governing the Senior Notes. The obligation of the bank under the commitment was subject to prepayment of the existing facility and was subject to customary conditions, such as the receipt of satisfactory appraisals, insurance, opinions and the negotiation, execution and delivery of mutually satisfactory loan documentation. On April 12, 2011, following the completion of the sale of $200.0 million of Senior Notes, Navios Logistics fully repaid the $70.0 million loan facility with Marfin Bank using a portion of the proceeds from the Senior Notes. As of September 30, 2011, the loan documentation for the $40.0 million revolving credit facility had not been completed and the facility had not been drawn.
Other Indebtedness
          On July 25, 2011, Navios Logistics acquired the noncontrolling interests of its joint ventures, Thalassa Energy S.A., HS Tankers Inc., HS Navigation Inc., HS Shipping Ltd. Inc. and HS South Inc., in accordance with the terms of certain stock purchase agreements with HS Energy Ltd., an affiliate of Vitol S.A. Navios Logistics paid a total consideration of $8.5 million for such noncontrolling interests, and simultaneously paid $53.2 million (including $0.2 million of accrued interest up to July 25, 2011) in full and final settlement of all amounts of indebtedness of such joint ventures under certain loan agreements as further described below.
          In connection with the acquisition of Horamar, Navios Logistics assumed a $9.5 million loan facility that was entered into by HS Shipping Ltd. Inc., a majority owned subsidiary, in 2006, in order to finance the construction of a 8,974 dwt double hull tanker the Malva H. Since the vessel’s delivery, the interest rate had been LIBOR plus 150 basis points. The loan was repayable in installments of at least 90% of the amount of the last hire payment due to be paid to HS Shipping Ltd. Inc. The loan was repayable by December 31, 2011 and could have been prepaid before such date, upon two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Senior Notes.
          On September 4, 2009, Navios Logistics entered into a loan facility for an amount of up to $18.7 million that bore interest at LIBOR plus 225 basis points in order to finance the acquisition cost of the Estefania H. The loan was repayable in installments of at least the higher of (a) 90% of the amount of the last hire payment due to HS Navigation Inc. prior to the repayment date, and (b) $0.3 million, inclusive of any interest accrued in relation to the loan at that time. The loan was repayable by May 15, 2016 and could have been prepaid before such date with two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Senior Notes.
          On December 15, 2009, Navios Logistics entered into a loan facility in order to finance the acquisition cost of the Makenita H for an amount of $24.0 million, which bore interest at LIBOR plus 225 basis points. The loan was repayable in installments of at least the higher of (a) 90% of the amount of the last hire payment due to HS Tankers Inc. prior to the repayment date, and (b) $0.3 million, inclusive of any interest accrued in relation to the loan at that time. The loan was repayable by March 24, 2016 and could have been prepaid before such date with two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Senior Notes.
          On December 20, 2010, in order to finance the acquisition cost of the Sara H, Navios Logistics entered into a loan facility for $14.4 million that bore interest at LIBOR plus 225 basis points. The loan was repayable in installments of at least the higher of (a) 90% of the amount of the last hire payment due to HS South Inc. prior to the repayment date, and (b) $0.3 million, inclusive of any interest accrued in relation to the loan at that time. The loan was repayable by May 24, 2016 and could have been prepaid before such date with two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Senior Notes.
          Navios Logistics assumed a $2.3 million loan facility that was entered into, by its majority owned subsidiary, Thalassa Energy S.A., in October 2007 in order to finance the purchase of two self-propelled barges, the Formosa and the San Lorenzo. The loan bore interest at LIBOR plus 150 basis points. The loan was repayable in five equal installments of $0.5 million, which were made in November 2008, June 2009, January 2010, August 2010, and March 2011. The loan was secured by a first priority mortgage over the two self-propelled barges. As of September 30, 2011, the facility was repaid in full.
          In connection with the acquisition of Hidronave S.A. on October 29, 2009, Navios Logistics assumed a $0.8 million loan facility that was entered into by Hidronave S.A. in 2001 in order to finance the construction of the pushboat Nazira. As of September 30, 2011, the outstanding loan balance was $0.7 million. The loan facility bears interest at a fixed rate of 600 basis points. The loan is repayable in monthly installments of $5,740 each and the final repayment date must occur prior to August 10, 2021. The loan also requires compliance with certain covenants.
          The maturity table below reflects the principal payments due by period of all credit facilities outstanding as of September 30,

12


 

2011 for the next five years and thereafter, based on the repayment schedule of the respective loan facilities (as described above) and the issuance of $200.0 million of Senior Notes on April 12, 2011 (due on April 2019).
         
    As of  
    September 30,  
    2011  
    (Amounts in  
    millions of  
Payment due by period   U.S. dollars)  
September 30, 2012
    0.1  
September 30, 2013
    0.1  
September 30, 2014
    0.1  
September 30, 2015
    0.1  
September 30, 2016
    0.1  
September 30, 2017 and thereafter
    200.2  
 
     
Total long-term borrowings
  $ 200.7  
 
     
Contractual Obligations:
     The following table summarizes Navios Logistics’ contractual obligations as of September 30, 2011:
                                         
    Less                     More        
    than     1-3     3-5     than        
Contractual Obligations   1 year     years     years     5 years     Total  
Payment due by period (Amounts in millions of U.S. dollars)
                                       
Long-term debt obligations(1)
  $ 0.1     $ 0.2     $ 0.2     $ 0.2     $ 0.7  
Senior Notes(2)
                      200.0       200.0  
Operating lease obligations
    4.9       3.7                   8.6  
Capital lease obligations
    31.3                         31.3  
Rent obligations(3)
    0.2       0.3       0.2       0.2       0.9  
 
                             
Total
  $ 36.5     $ 4.2     $ 0.4     $ 200.4     $ 241.5  
 
                             
 
(1)   The amount identified does not include interest costs associated with the outstanding credit facility. This loan facility bears a fixed interest rate of 600 basis points.
 
(2)   The Senior Notes have a fixed rate of 9.25% per annum which is not included in the above table.
 
(3)   Navios Logistics has several lease agreements with respect to its various operating offices.
Working Capital Position
     On September 30, 2011, Navios Logistics’ current assets totaled $94.5 million, while current liabilities totaled $82.2 million, resulting in a positive working capital position of $12.3 million. Navios Logistics’ cash forecast indicates that Navios Logistics will generate sufficient cash for at least the next 12 months to make the required principal and interest payments on Navios Logistics’ indebtedness, provide for the normal working capital requirements of the business and remain in a positive cash position.
Capital Expenditures
     In February 2010, HS South Inc., a majority owned subsidiary of Navios Logistics, took delivery of the Sara H, a 9,000 dwt double hull product oil tanker vessel, which, as of the beginning of March 2010, is chartered-out for three years. The purchase price of the vessel (including direct costs) amounted to $18.0 million. On December 20, 2010, HS South Inc., entered into a loan facility to finance the acquisition cost of the Sara H for an amount of $14.4 million, which bears interest at a rate of LIBOR plus 225 basis points. This loan was repaid in full on July 25, 2011. See “Long term Debt Obligations and Credit Arrangements” above.
     During the first quarter of 2010, Navios Logistics began the construction of a grain drying and conditioning facility at Navios Logistics’ dry port facility in Nueva Palmira. The facility has been operational since May 16, 2011 and is being financed entirely with funds provided by the port operations. Navios Logistics paid an amount of $3.9 million as of September 30, 2011 for the construction of the facility ($3.0 million as of December 31, 2010).

13


 

          In June 2010, Navios Logistics entered into long-term bareboat agreements for two new product tankers, the Stavroula and the San San H, each with a capacity of 16,871 dwt. The San San H and the Stavroula were delivered in June and July 2010, respectively. Both tankers are chartered-in for a two-year period, and Navios Logistics has the obligation to purchase the vessels immediately upon the expiration of their respective charter periods. Navios Logistics has recognized a capital lease obligation for the San San H and the Stavroula amounting to $17.0 million and $17.1 million, respectively.
          In 2010, Navios Logistics acquired two 29 acre parcels of land located south of the Nueva Palmira Free Zone as part of a project to develop a new transshipment facility for mineral ores and liquid bulks, paying a total of $1.0 million.
          On various dates on or prior to October 24, 2011, Navios Logistics used a portion of the proceeds from its offering of senior unsecured notes due 2019 to acquire three pushboats, 66 barges and one floating drydock for a total cost of approximately $56.0 million, including transportation and other related costs.
          Following the acquisition of two pieces of land for $1.0 million in 2010, in September 2011, Navios Logistics paid another $0.4 million for the acquisition of a third piece of land. All of these pieces of land are located at the south of the Nueva Palmira Free Zone and were acquired as part of a project to develop a new transshipment facility for mineral ores and liquid bulks.
          During the third quarter of 2011, Navios Logistics commenced the construction of a new silo at its dry port facility in Nueva Palmira, Uruguay. The silo is expected to be completed in March 2012. Prior to September 30, 2011 Navios Logistics had paid $3.0 million for the silo construction.
Dividend Policy
          The payment of dividends is in the discretion of Navios Logistics’ board of directors. Navios Logistics anticipates retaining most of its future earnings, if any, for use in its operations and the expansion of its business. Any determination as to dividend policy will be made by Navios Logistics’ board of directors and will depend on a number of factors, including the requirements of Marshall Islands law, Navios Logistics’ future earnings, capital requirements, financial condition and future prospects and such other factors as Navios Logistics’ board of directors may deem relevant. Marshall Islands law generally prohibits the payment of dividends other than from surplus, when a company is insolvent or if the payment of the dividend would render the company insolvent.
          Navios Logistics’ ability to pay dividends is also restricted by the terms of its credit facilities and the indenture governing its Senior Notes.
          Because Navios Logistics is a holding company with no material assets other than the stock of its subsidiaries, its ability to pay dividends is dependent upon the earnings and cash flow of its subsidiaries and their ability to pay dividends to Navios Logistics. If there is a substantial decline in any of the markets in which Navios Logistics participates, its earnings will be negatively affected, thereby limiting its ability to pay dividends.
Concentration of Credit Risk
Accounts receivable
          Concentrations of credit risk with respect to accounts receivables are limited due to Navios Logistics’ large number of customers, who are established international operators and have an appropriate credit history. Due to these factors, management believes that no additional credit risk beyond amounts provided for collection losses is inherent in Navios Logistics’ trade receivables. For the nine month period ended September 30, 2011, two customers, Petrobras and Petropar, accounted for 16.3% and 10.2% of Navios Logistics’ revenues, respectively. For the nine month period ended September 30, 2010, one customer, Petrobras, accounted for 19.2% of Navios Logistics’ revenues.
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 Logistics does maintain cash deposits in excess of government-provided insurance limits. Navios Logistics also minimizes exposure to credit risk by dealing with a diversified group of major financial institutions.
Off-Balance Sheet Arrangements
          Charter hire payments to third parties for chartered-in barges and pushboats are treated as operating leases for accounting purposes. Navios Logistics is also committed to making rental payments under various operating leases for office and other premises.
          As of September 30, 2011, Navios Logistics’ subsidiaries in South America were contingently liable for various claims and penalties towards the local tax authorities amounting to a total of approximately $5.0 million. According to the acquisition agreement, if such cases are brought against Navios Logistics, the amounts involved will be reimbursed by the previous shareholders, and, as such,

14


 

Navios Logistics has recognized a receivable against such liability. The contingencies are expected to be resolved in the next four years. In the opinion of management, the ultimate disposition of these matters is immaterial and will not adversely affect Navios Logistics financial position, results of operations or liquidity.
                    As of July 19, 2011 and in consideration of Gunvor S.A. entering into sales of oil or petroleum products with Petrosan, the Company has undertaken to pay to Gunvor S.A. on first demand any obligations arising directly from the non-fulfillment of said contracts. The guarantee shall not exceed $1.5 million and shall remain in full force and effect until December 31, 2011.
Legal proceedings
          The Company is subject to legal proceedings, claims and contingencies arising in the ordinary course of business. When such amounts can be estimated and the contingency is probable, management accrues the corresponding liability. While the ultimate outcome of lawsuits or other proceedings against the Company cannot be predicted with certainty, management does not believe the costs of such actions will have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
Related Party Transactions
          The balance due to affiliates as of September 30, 2011 amounted to $0.7 million (December 31, 2010: $0.2 million) which includes the current amounts due to Navios Holdings. Such payables do not accrue interest and do not have a specific due date for their settlement.
          Navios Logistics rents barges and pushboats and pays expenses for lodging at companies indirectly owned by certain of Navios Logistics’ directors and officers. In relation to these transactions, amounts payable to other related parties amounted to $0.4 million as of September 30, 2011 ($0.3 million in December 31, 2010) and rent and services expense for the three and nine month periods ended September 30, 2011 amounted to $0.5 million and $1.6 million, respectively ($0.5 million and $1.6 million in the same periods of 2010, respectively).
          Leases: On October 2, 2006, Petrovia S.A. and Mercopar SACI, two wholly owned subsidiaries of Navios Logistics, entered into lease agreements with Holdux Maritima Leasing Corp., a Panamanian corporation owned by the estate of Horacio A. Lopez (the father of Claudio Pablo Lopez, Carlos Augusto Lopez and Horacio Enrique Lopez). The lease agreements provide for the leasing of one pushboat and three tank barges. The total annual lease payments are $0.6 million and the lease agreements expire in October 2011.
          On July 1, 2007, Compania Naviera Horamar S.A., a wholly owned subsidiary of Navios Logistics, entered into two lease agreements with Mercotrans S.A. and Mercoparana S.A., two Argentinean corporations owned by the estate of Horacio A. Lopez (the father of Claudio Pablo Lopez, Carlos Augusto Lopez and Horacio Enrique Lopez). The lease agreements provide for the leasing of one pushboat and three tank barges. The total annual lease payments are $1.5 million and the lease agreements expire in 2012. The lease agreement with Mercotrans S.A. was terminated on July 20, 2011.
          Lodging: Compania Naviera Horamar S.A., a wholly owned subsidiary of Navios Logistics, obtains lodging services from Empresa Hotelera Argentina S.A./(NH Lancaster) an Argentinean corporation owned by certain of Navios Logistics’ directors and officers, including Claudio Pablo Lopez, Navios Logistics’ Chief Executive Officer, and Carlos Augusto Lopez, Navios Logistics’ Chief Commercial Officer—Shipping Division, each of whom does not have a controlling interest in those companies. The total expense payments were less than $0.1 million for the three and nine month periods ended September 30, 2011 and 2010.
          General & administrative expenses: On April 12, 2011, Navios Logistics entered into an administrative services agreement for a term of five years, with Navios Holdings, pursuant to which Navios Holdings provides certain administrative management services to Navios Logistics. Such services include bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and administrative fees charged for each of the three and nine month periods ended September 30, 2011 amounted to $0.1 million and $0.3 million, respectively ($0 for each of the three and nine month periods ended September 30, 2010).
          Navios Logistics believes that the transactions discussed above were made on terms no less favorable to the Company than would have been obtained from unaffiliated third parties.
Employment Agreements
          Navios Logistics has executed employment agreements with several of its key employees who are its noncontrolling shareholders. These agreements stipulate, among other things, severance and benefit arrangements in the event of termination. In addition, the agreements include confidentiality provisions and covenants not to compete. The employment agreements initially expired on December 31, 2009, but renew automatically for successive one-year periods until either party gives 90 days’ written notice of its intention to terminate the agreement. Generally, the agreements call for a base salary ranging from $0.28 million to $0.34 million per year, annual bonuses and other incentives, provided certain performance targets are achieved. Under the agreements, Navios Logistics’ accrued compensation totaling $0.2 million and $0.7 million for the three and nine month periods ended September 30, 2011 ($0.2 million and $0.7 million for the same periods of 2010).

15


 

Quantitative and Qualitative Disclosures about Market Risks
          Navios Logistics is exposed to certain risks related to interest rate, foreign currency and time charter hire rate fluctuation. Risk management is carried out under policies approved by executive management.
Interest Rate Risk:
          Debt Instruments — On September 30, 2011 and December 31, 2010, Navios Logistics had a total of $200.7 million and $127.4 million, respectively, in long-term indebtedness.
          On July 25, 2011, Navios Logistics used proceeds from the Senior Notes to fully repay $53.0 million of debt of the non-wholly owned subsidiaries in connection with Navios Logistics’ purchase of the noncontrolling interests of such non-wholly owned subsidiaries. As a result, from that date onward Navios Logistics’ debt bears interest at a fixed rate only.
          The interest rates on the Navios Logistics loans (Hidronave loan and the Senior Notes) are fixed and, therefore, changes in interest rates do not affect their values, which as of September 30, 2011 was $0.7 million and $200.0 million, respectively.
          As of September 30, 2011, Navios Logistics did not have any financial variable rate debt. During the nine month period ended September 30, 2011, and particularly from January 1, 2011 to July 25, 2011, when all debt with variable rate interest was fully repaid, Navios Logistics paid interest on variable rate debt based on LIBOR plus an average spread of 208 basis points.
          For a detailed discussion of Navios Logistics’ debt instruments refer to section “Long-term Debt Obligations and Credit Arrangements” included elsewhere in this document.
Foreign currency transactions:
          Navios Logistics’ operating results, which are reported in U.S. dollars, may be affected by fluctuations in the exchange rate between the U.S. dollar and other currencies. For accounting purposes, we use U.S. dollars as our functional and reporting currency. Therefore, revenue and expense accounts are translated into U.S. dollars at the exchange rate in effect at the date of each transaction. The balance sheets of the foreign operations are translated using the exchange rate at the balance sheet date except for property and equipment and equity, which are translated at historical rates.
          Navios Logistics’ subsidiaries in Uruguay, Argentina, Brazil and Paraguay transact part of their operations in Uruguayan pesos, Argentinean pesos, Brazilian reales and Paraguayan guaraníes; however, all of the subsidiaries’ primary cash flows are U.S. dollar denominated. For the nine month period ended September 30, 2011 and 2010 approximately 51.5% and 50.4%, respectively, of Navios Logistics’ expenses were incurred in currencies other than U.S dollars. Transactions in currencies other than the functional currency are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated are recognized in the statement of income. A change in exchange rates between the U.S. dollar and each of the foreign currencies listed above of 1.00% would change our net income for both the nine month period ended September 30, 2011 and the year ended December 31, 2010 by $0.7 million.
Inflation and fuel price increases
          The impact of inflation and the resulting pressure on prices in the South American countries in which Navios Logistics operates may not be fully neutralized by equivalent adjustments in the rate of exchange between the local currencies and the U.S. dollar. Specifically, for Navios Logistics’ vessels, barges and pushboats business, Navios Logistics negotiated, and will continue to negotiate, fuel price adjustment clauses; however, in some cases, prices that Navios Logistics pays for fuel are temporarily not aligned with the adjustments that Navios Logistics obtains under its freight contracts.
Critical Accounting Policies
          Navios Logistics’ interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires Navios Logistics to make estimates in the application of its accounting policies based on the best assumptions, judgments and opinions of management. Following is a discussion of the accounting policies that involve a higher degree of judgment and the methods of their application that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of Navios Logistics’ financial statements. Actual results may differ from these estimates under different assumptions or conditions.

16


 

          Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. Navios Logistics has described below what it believes are its most critical accounting policies that involve a high degree of judgment and the methods of their application.
          Impairment of Long-Lived Assets: Vessels, other fixed assets and other long-lived assets held and used by Navios Logistics are reviewed periodically for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. In accordance with accounting for long-lived assets, management determines projected undiscounted cash flows for each asset and compares it to its carrying amount. In the event that projected undiscounted cash flows for an asset is less than its carrying amount, then management reviews fair values and compares them to the asset’s carrying amount. In the event that impairment occurs, an impairment charge is recognized by comparing the asset’s carrying amount to its fair value. For the purposes of assessing impairment, long-lived assets are grouped at the lowest levels for which there are separately identifiable cash flows.
          For the three and nine month period ended September 30, 2011, after considering various indicators, including but not limited to the market price of Navios Logistics’ long-lived assets, Navios Logistics’ contracted revenues and cash flows and the economic outlook, Navios Logistics concluded that no impairment loss should be recognized on the long-lived assets.
          Although Navios Logistics believes the underlying indicators supporting this assessment are reasonable, if charter rate trends became unfavorable and the length of the current market downturn extends beyond expectations, Navios Logistics may be required to perform impairment analysis in the future that could expose Navios Logistics to material charges in the future.
          No impairment loss was recognized for any of the periods presented.
          Vessels, Barges, Pushboats and Other Fixed Assets, Net: Vessels, barges, pushboats and other fixed assets acquired as parts of a business combination or asset acquisition are recorded at fair value on the date of acquisition. All other vessels, barges and pushboats acquired are stated at historical cost, which consists of the contract price, and any material expenses incurred upon acquisition (improvements and delivery expenses). Subsequent expenditures for major improvements and upgrading are capitalized, provided they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss is included in the accompanying condensed consolidated statement of income.
          Expenditures for routine maintenance and repairs are expensed as incurred.
          Depreciation is computed using the straight-line method over the useful life of the assets, after considering the estimated residual value. Management estimates the useful life of the majority of Navios Logistics’ vessels to be between 15 and 40 years from the asset’s original construction or acquisition with the exception of certain product tankers for which their useful life was estimated to be 44 to 45 years. However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is reestimated to end at the date such regulations become effective. An increase in the useful life of a vessel or in its residual value would have the effect of decreasing the annual depreciation charge and extending it into later periods. A decrease in the useful life of a vessel or in its residual value would have the effect of increasing the annual depreciation charge.
          Navios Logistics capitalizes interest on long-term construction projects.
          Port Terminals and Other Fixed Assets, Net: Port terminals and other fixed assets acquired as part of a business combination or asset acquisition are recorded at fair value on the date of acquisition. All other port terminals and other fixed assets are recorded at cost, which consists of the construction contracts prices, and material equipment expenses. Port terminals and other fixed assets are depreciated utilizing the straight-line method at rates equivalent to their average estimated economic useful lives. The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss is included in the accompanying condensed consolidated statements of income.
     
Useful life of the assets, are:
   
Dry port terminal
  5 to 40 years
Oil storage, plant and port facilities for liquid cargoes
  5 to 20 years
Other fixed assets
  5 to 10 years
          Deferred Drydock and Special Survey Costs: Navios Logistics’ vessels are subject to regularly scheduled drydocking and special surveys that are carried out every five years for oceangoing vessels and every seven years for pushboats and barges, to coincide with the renewal of the related certificates issued by the classification societies as applicable, unless a further extension is obtained under certain conditions. The costs of drydocking and special surveys are deferred and amortized over the above mentioned periods or to the next drydocking or special survey date if such has been determined. Unamortized drydocking or special survey costs of vessels sold are charged against income in the year the vessel is sold. Costs capitalized as part of the drydocking or special survey consist principally of the actual costs incurred at the yard, spare parts, paints, lubricants and services incurred solely during the drydocking or special survey period.

17


 

          Goodwill and Other Intangibles:
          (i) Goodwill: Goodwill is tested for impairment at the reporting unit level at least annually and written down with a charge to operations if its carrying amount exceeds the estimated implied fair value. Navios Logistics evaluates impairment of goodwill using a two-step process. First, the aggregate fair value of the reporting unit is compared to its carrying amount, including goodwill. Navios Logistics determines the fair value of the reporting unit based on a combination of discounted cash flow analysis and an industry market multiple.
          If the fair value of a reporting unit exceeds the carrying amount, no impairment exists. If the carrying amount of the reporting unit exceeds the fair value, then Navios Logistics must perform the second step to determine the implied fair value of the reporting unit’s goodwill and compare it with its carrying amount. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all the assets and liabilities of that reporting unit, as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price. If the carrying amount of the goodwill exceeds the implied fair value, then goodwill impairment is recognized by writing the goodwill down to its implied fair value.
          No impairment loss was recognized for any of the periods presented.
          (ii) Intangibles Other than Goodwill: Navios Logistics’ intangible assets and liabilities consist of favorable lease terms, customer relationships, trade name, port terminal operating rights, and favorable construction options. Intangible assets resulting from acquisitions accounted for using the purchase method of accounting are recorded at fair value as estimated by an external expert valuation.
          The fair value of the trade name was determined based on the “relief from royalty” method which values the trade name based on the estimated amount that a company would have to pay in an arms-length transaction in order to use that trade name. Other intangibles that are being amortized, such as the amortizable portion of favorable leases, port terminal operating rights, customers relationships and backlog assets, would be considered impaired if their fair market value could not be recovered from the future undiscounted cash flows associated with the asset. Vessel purchase options, which are included in favorable lease terms, are not amortized and would be considered impaired if the carrying value of an option, when added to the option price of the vessel, exceeded the fair value of the vessel.
          The fair value of customer relationships was determined based on the “excess earnings” method, which relies upon the future cash flow generating ability of the asset. The asset is amortized under the straight line method over 20 years.
          When intangible assets or liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value is determined by reference to market data and the discounted amount of expected future cash flows. Where charter rates are higher than market charter rates, an asset is recorded, being the difference between the acquired charter rate and the market charter rate for an equivalent vessel. Where charter rates are less than market charter rates, a liability is recorded, being the difference between the assumed charter rate and the market charter rate for an equivalent vessel. The determination of the fair value of acquired assets and assumed liabilities requires Navios Logistics to make significant assumptions and estimates of many variables, including market charter rates, expected future charter rates, the level of utilization of Navios Logistics’ vessels and its weighted average cost of capital. The use of different assumptions could result in a material change in the fair value of these items, which could have a material impact on Navios Logistics’ financial position and results of operations.
          The amortizable value of favorable leases is amortized over the remaining life of the lease term and the amortization expense is included in the statement of operations in the “Depreciation and amortization” line item.
          The amortizable value of favorable leases would be considered impaired if its fair market value could not be recovered from the future undiscounted cash flows associated with the asset. As of September 30, 2011, there is no impairment of intangible assets.
          Amortizable intangible assets are amortized under the straight line method according to the following weighted average amortization periods:
         
Intangible assets/liabilities   Years
Trade name
    10  
Favorable lease terms
    2 to 5  
Port terminal operating rights
    20 to 25  
Customers relationships
    20  
Backlog asset—port terminal
    3.6  

18


 

Recent Accounting Pronouncements
Goodwill Impairment Guidance
          In September 2011, the FASB issued an Update to simplify how public entities test goodwill for impairment. The amendments in the Update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount on a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted including for annual and interim impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The amendment will be adopted by Navios Logistics effective beginning in the first quarter of 2012. The adoption of the new amendments is not expected to have a significant impact on Navios Logistics’ consolidated financial statements.
Presentation of Comprehensive Income
          In June 2011, the FASB issued an update in the presentation of comprehensive income. According to the update an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and a total for other comprehensive income, along with a total for comprehensive income. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. The adoption of the new amendments is not expected to have a significant impact on Navios Logistics’ consolidated financial statements.
Fair Value Measurement
          In May 2011, the Financial Accounting Standards Board (“FASB”) issued amendments to achieve common fair value measurement and disclosure requirements. The new guidance (i) prohibits the grouping of financial instruments for purposes of determining their fair values when the unit of accounting is specified in another guidance, unless the exception provided for portfolios applies and is used; (ii) prohibits the application of a blockage factor in valuing financial instruments with quoted prices in active markets and (iii) extends that prohibition to all fair value measurements. Premiums or discounts related to size as a characteristic of the entity’s holding (that is, a blockage factor) instead of as a characteristic of the asset or liability (for example, a control premium), are not permitted. A fair value measurement that is not a Level 1 measurement may include premiums or discounts other than blockage factors when market participants would incorporate the premium or discount into the measurement at the level of the unit of accounting specified in another guidance. The new guidance aligns the fair value measurement of instruments classified within an entity’s shareholders’ equity with the guidance for liabilities. As a result, an entity should measure the fair value of its own equity instruments from the perspective of a market participant that holds the instruments as assets. The disclosure requirements have been enhanced. The most significant change will require entities, for their recurring Level 3 fair value measurements, to disclose quantitative information about unobservable inputs used, to include a description of the valuation processes used by the entity, and to include a qualitative discussion about the sensitivity of the measurements. In addition, entities must report the level in the fair value hierarchy of assets and liabilities not recorded at fair value but where fair value is disclosed. The new guidance is effective for interim and annual periods beginning on or after December 15, 2011, with early adoption prohibited. The new guidance will require prospective application. The adoption of the new standard is not expected to have a significant impact on Navios Logistics’ consolidated financial statements.
Fair Value Disclosures
     In January 2010, the Financial Accounting Standards Board (“FASB”) issued amended standards requiring additional fair value disclosures. The amended standards require disclosures of transfers in and out of Levels 1 and 2 of the fair value hierarchy, as well as requiring gross basis disclosures for purchases, sales, issuances and settlements within the Level 3 reconciliation. Additionally, the update clarifies the requirement to determine the level of disaggregation for fair value measurement disclosures and to disclose valuation techniques and inputs used for both recurring and nonrecurring fair value measurements in either Level 2 or Level 3. Navios Logistics adopted the new guidance in the first quarter of fiscal year 2010, except for the disclosures related to purchases, sales, issuance and settlements within Level 3, which will be effective for Navios Logistics beginning in the first quarter of fiscal year 2011. The adoption of the new standards did not have and is not expected to have a significant impact on Navios Logistics’ consolidated financial statements.

19


 

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         
    Page  
NAVIOS SOUTH AMERICAN LOGISTICS INC.        
         
CONDENSED CONSOLIDATED BALANCE SHEETS AS AT SEPTEMBER 30, 2011 (UNAUDITED) AND DECEMBER 31, 2010     F-2  
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010     F-3  
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010     F-4  
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010     F-5  
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)     F-6  

F-1


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars — except share data)
                         
            September 30,        
            2011     December 31,  
    Notes     (unaudited)     2010  
ASSETS
                       
Current assets
                       
Cash and cash equivalents
    3     $ 57,842     $ 39,204  
Restricted cash
                  564  
Accounts receivable, net
            21,977       17,102  
Prepaid expenses and other current assets
            14,672       13,554  
 
                   
Total current assets
          $ 94,491     $ 70,424  
 
                   
Noncurrent assets
                       
Vessels, port terminals and other fixed assets, net
    4       349,818       296,133  
Intangible assets other than goodwill
    5       64,974       68,299  
Goodwill
            104,096       104,096  
Other long-term assets
            17,115       8,509  
 
                   
Total noncurrent assets
            536,003       477,037  
 
                   
Total assets
          $ 630,494     $ 547,461  
 
                   
LIABILITIES AND EQUITY
                       
Current liabilities
                       
Accounts payable
          $ 28,694     $ 22,591  
Due to affiliate companies
    9       692       155  
Accrued expenses
    6       21,413       9,611  
Current portion of capital lease obligations
    4       31,330       1,252  
Current portion of long-term debt
    7       69       10,171  
 
                   
Total current liabilities
          $ 82,198     $ 43,780  
 
                   
Noncurrent liabilities
                       
Senior notes
    7       200,000        
Long-term debt, net of current portion
    7       616       117,251  
Capital lease obligations, net of current portion
    4             31,009  
Deferred tax liability
            19,921       21,105  
Long-term liabilities
            5,377       5,037  
 
                   
Total noncurrent liabilities
            225,914       174,402  
 
                   
Total liabilities
          $ 308,112     $ 218,182  
 
                   
Commitments and contingencies
    8              
Stockholders’ equity
                       
Common stock — $1.00 par value: 50,000,000 authorized shares; 20,000 shares issued and outstanding as of September 30, 2011 and December 31, 2010             20       20  
Additional paid-in capital
            303,518       292,668  
Retained earnings
            18,325       17,342  
 
                   
Total Navios Logistics’ stockholders’ equity
            321,863       310,030  
Noncontrolling interest
            519       19,249  
 
                   
Total stockholders’ equity
            322,382       329,279  
 
                   
Total liabilities and stockholders’ equity
          $ 630,494     $ 547,461  
 
                   
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in thousands of U.S. dollars — except share data)
                                         
            Three Month     Three Month     Nine Month     Nine Month  
            Period Ended     Period Ended     Period Ended     Period Ended  
            September 30,     September 30,     September 30,     September 30,  
            2011     2010     2011     2010  
    Notes     (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Time charter, voyage and port terminal revenues
          $ 44,058       38,979     $ 123,861     $ 101,581  
Sales of products
            24,789       16,323       44,047       41,562  
Time charter, voyage and port terminal expenses
            (11,103 )     (8,600 )     (30,817 )     (26,213 )
Direct vessels expenses
            (18,068 )     (14,552 )     (48,006 )     (36,762 )
Cost of products sold
            (23,873 )     (15,236 )     (42,320 )     (38,554 )
Depreciation and amortization
    4,5       (5,531 )     (5,197 )     (16,609 )     (16,539 )
General and administrative expenses
            (3,572 )     (3,500 )     (10,368 )     (9,308 )
Interest income/(expense) and finance cost, net
            (5,112 )     (1,113 )     (11,271 )     (3,153 )
Gain on sale of assets
            36             36        
Other expense, net
            (3,327 )     (4,017 )     (7,168 )     (8,669 )
 
                               
(Loss)/income before income taxes and noncontrolling interest           $ (1,703 )   $ 3,087     $ 1,385     $ 3,945  
Income tax benefit/(expense)
            389       (326 )     356       718  
 
                               
Net (loss)/income
            (1,314 )     2,761       1,741       4,663  
Less: Net income attributable to the noncontrolling interest             (213 )     (1,304 )     (758 )     (1,338 )
 
                               
Net (loss)/income attributable to Navios Logistics’ stockholders           $ (1,527 )   $ 1,457     $ 983     $ 3,325  
 
                               
Basic and diluted net (loss)/earnings per share attributable to Navios Logistics’ stockholders           $ (0.0764 )   $ 0.0729     $ 0.0492     $ 0.1663  
 
                               
Weighted average number of shares, basic and diluted     10       20,000       20,000       20,000       20,000  
 
                               
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
                         
            Nine Month Period     Nine Month Period  
            Ended     Ended  
            September 30,     September 30,  
            2011     2010  
    Notes     (unaudited)     (unaudited)  
OPERATING ACTIVITIES:
                       
Net income
          $ 1,741     $ 4,663  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Non cash adjustments
            17,917       19,043  
Increase in operating assets
            (5,656 )     (4,011 )
Increase in operating liabilities
            17,221       304  
Payments for drydock and special survey costs
            (2,535 )     (763 )
 
                   
Net cash provided by operating activities
            28,688       19,236  
 
                   
INVESTING ACTIVITIES:
                       
Acquisition of vessels, port terminals and other fixed assets
            (66,947 )     (7,741 )
 
                   
Net cash used in investing activities
            (66,947 )     (7,741 )
 
                   
FINANCING ACTIVITIES:
                       
Proceeds from issuance of Senior Notes
    7       200,000        
Repayment of long-term debt
    7       (126,738 )     (3,522 )
Acquisition of noncontrolling interest
    10       (8,638 )      
Dividends to noncontrolling shareholders
                  (467 )
Payments of obligations under capital leases
    4       (930 )     (1,460 )
Proceeds from long-term loan
    7             294  
Deferred financing costs
            (6,797 )     (525 )
 
                   
Net cash provided by/(used in) financing activities
            56,897       (5,680 )
 
                   
Increase in cash and cash equivalents
            18,638       5,815  
 
                   
Cash and cash equivalents, beginning of period
            39,204       26,927  
 
                   
Cash and cash equivalents, end of period
          $ 57,842     $ 32,742  
 
                   
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
                       
Cash paid for interest
          $ 2,243     $ 3,118  
Cash paid for income taxes
          $ 834     $ 478  
Non-cash investing and financing activities:
                       
Acquisition of vessels
          $     $ (50,830 )
Capital lease obligations
          $     $ 34,032  
Exercise option from acquisition of vessels
          $     $ 4,400  
Other long-term liabilities
          $     $ 16,798  
Contribution receivable from noncontrolling shareholders
          $     $ (2,237 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of U.S. dollars — except share data)
                                                         
                                    Total Navios              
                                    Logistics’              
    Shares     Common     Additional Paid-in             Stockholders’     Noncontrolling        
    Amount     Stock     Capital     Retained Earnings     Equity     Interest     Total Equity  
Balance December 31, 2009
    20,000     $ 20     $ 281,798     $ 11,742     $ 293,560     $ 16,472     $ 310,032  
Dividends to noncontrolling shareholders
                                  (467 )     (467 )
Release of shares in escrow
                10,870             10,870             10,870  
Net income
                      3,325       3,325       1,338       4,663  
 
                                         
Balance September 30, 2010 (unaudited)
    20,000     $ 20     $ 292,668     $ 15,067     $ 307,755     $ 17,343     $ 325,098  
 
                                         
                                                         
                                    Total Navios              
                                    Logistics’              
    Shares     Common     Additional Paid-in             Stockholders’     Noncontrolling        
    Amount     Stock     Capital     Retained Earnings     Equity     Interest     Total Equity  
Balance December 31, 2010
    20,000     $ 20     $ 292,668     $ 17,342     $ 310,030     $ 19,249     $ 329,279  
Acquisition of noncontrolling interest (including transaction expenses)
                10,850             10,850       (19,488 )     (8,638 )
Net income
                      983       983       758       1,741  
 
                                         
Balance September 30, 2011 (unaudited)
    20,000     $ 20     $ 303,518     $ 18,325     $ 321,863     $ 519     $ 322,382  
 
                                         
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
NOTE 1: DESCRIPTION OF BUSINESS
Nature of operations
     Navios South American Logistics Inc. (“Navios Logistics” or the “Company”), together with its subsidiaries, is one of the largest logistics companies in the Hidrovia region of South America, serving the storage and marine transportation needs of its customers through two port storage and transfer facilities, one for grain commodities and the other for refined petroleum products, and a diverse fleet, consisting of vessels, barges and pushboats. Navios Logistics has combined its ports in Uruguay and Paraguay with its versatile fleet to create an end-to-end logistics solution for customers seeking to transport mineral and grain commodities and liquid cargoes through the Hidrovia region. The Company provides transportation for liquid cargo (hydrocarbons such as crude oil, gas oil, naphtha, fuel oil and vegetable oils), liquefied cargo (liquefied petroleum gas (LPG)) and dry cargo (cereals, cotton pellets, soybeans, wheat, limestone (clinker), mineral iron, and rolling stones).
Formation of Navios Logistics
     Navios Logistics was incorporated under the laws of the Republic of the Marshall Islands on December 17, 2007. On January 1, 2008, pursuant to a Share Purchase Agreement, Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: NM) contributed: (a) $112,200 in cash and (b) all of the authorized capital stock of its wholly-owned subsidiary, Corporacion Navios Sociedad Anonima (“CNSA”), to Navios Logistics in exchange for 12,765 shares of Navios Logistics representing 63.8% (67.2% excluding contingent consideration) of Navios Logistics’ outstanding stock. As part of the same transaction, Navios Logistics acquired 100% ownership of Horamar Group (“Horamar”) in exchange for: (i) $112,200 in cash, of which $5,000 was escrowed and payable upon the attainment of certain EBITDA targets during specified periods through December 2008; and (ii) the issuance of 7,235 shares of Navios Logistics representing 36.2% (32.8% excluding contingent consideration) of Navios Logistics’ outstanding stock, of which 1,007 shares were escrowed upon the attainment of certain EBITDA targets. During the year ended December 31, 2008, $2,500 in cash and 503 shares were released from escrow when Horamar achieved the interim EBITDA target. On March 20, August 19, and December 30, 2009, the Share Purchase Agreement was amended to postpone until June 17, 2010 the date for determining whether the EBITDA target was achieved. On June 17, 2010, following the release of $2,500 in cash and the 504 shares remaining in escrow upon the achievement of the EBITDA target thresholds, goodwill increased by $13,370, to reflect the changes in non-controlling interests. Navios Holdings currently holds 63.8% of Navios Logistics’ outstanding stock. The shares released from escrow on June 17, 2010 related to the Horamar acquisition were valued in the Company’s financial statements at $10,870 on the basis of their estimated fair value on the date of the release. The fair value of the escrowed shares was estimated based on a discounted cash flow analysis prepared by the Company, which projected the expected future cash flows for its logistics business and discounted those cash flows at a rate that reflects the business’ weighted-average cost of capital. This release was accounted for by increasing goodwill and increasing paid-in capital.
     The Company used the following key methods and assumptions in the discounted cash flow analysis: (a) its free cash flows (EBITDA less capital expenditures and income taxes) for each of the years from 2010 through 2014 was projected on the basis of a compound annual growth rate for revenue of approximately 8.8%; (b) its cash flow projections were prepared on the basis of revenue producing assets that were owned by the logistics business as of the date of the analysis; (c) a terminal value for the business was calculated by applying a growth factor of 4.9% in perpetuity to projected free cash flow for the last specifically-forecasted year (2014); (d) its projected future cash flows, including the terminal value, were discounted using a weighted-average cost of capital of 12.9%; and (e) net debt of the business was deducted from the discounted cash flows in arriving at estimated fair value of the logistics business.
     The 7,235 shares of Navios Logistics issued were valued at fair value as this was a transaction involving unrelated, independent parties, while the 12,765 shares issued to Navios Holdings in exchange for its 100% equity interest in CNSA were accounted for at carryover basis.
     On July 25, 2011, the Company acquired the noncontrolling interests of its joint ventures Thalassa Energy S.A., HS Tankers Inc., HS Navigation Inc., HS Shipping Ltd .Inc. and HS South Inc., in accordance with the terms of certain stock purchase agreements with HS Energy Ltd., an affiliate of Vitol S.A. (“Vitol”). The Company paid a total consideration of $8,500 for such noncotrolling interests ($8,638 including transactions expenses; see also Note 10), and simultaneously paid $53,155 in full and final settlement of all amounts of indebtedness of such joint ventures under certain loan agreements. The transaction was considered a step acquisition (with control maintained by Navios Logistics) and was accounted for as an equity transaction.

F-6


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
     (a) Basis of Presentation:
     The accompanying interim condensed consolidated financial statements are unaudited, but, in the opinion of management, reflect all adjustments for a fair statement of Navios Logistics’ consolidated financial positions, statements of changes in equity, statements of operations and cash flows for the periods presented. Adjustments consist of normal, recurring entries. Where necessary, comparative figures have been reclassified to conform to changes in presentation in the current year. The results of operations for the interim periods are not necessarily indicative of results for the full year. The footnotes are condensed as permitted by the requirements for interim financial statements and, accordingly, do not include information and disclosures required under United States generally accepted accounting principles (“GAAP”) for complete financial statements. The December 31, 2010 balance sheet data was derived from audited financial statements, but do not include all disclosures required by GAAP.
     For the three and nine month period ended September 30, 2010, the Company reclassified $14,552 and $36,762, respectively, from time charter, voyage and port terminal expenses to direct vessel expenses since the Company considers this to be a better presentation to reflect the results of operations.
     (b) Principles of Consolidation
     The accompanying interim consolidated financial statements include the accounts of Navios Logistics and its majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidated statements.
     (c) Subsidiaries Included in the Consolidation:
     Subsidiaries are those entities in which the Company has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies. Barges, pushboats and other vessels acquired as part of a business combination are recorded at fair market value on the date of acquisition. The excess of the cost of acquisition over the fair value of the net assets acquired and liabilities assumed is recorded as goodwill. Barges, pushboats and other vessels acquired as asset acquisitions are stated at historical cost, which consists of the contract price and any material expenses incurred upon acquisition (improvements and delivery expenses).
Subsidiaries included in the consolidation:
                                 
            Percentage        
    Country of       Of     Statement of Operations  
Company Name   Incorporation   Nature/Vessel Name   Ownership     2011     2010  
Corporacion Navios S.A.
  Uruguay   Operating Company     100 %     1/1—09/30       1/1—09/30  
Nauticler S.A.
  Uruguay   Sub-Holding Company     100 %     1/1—09/30       1/1—09/30  
Compania Naviera Horamar S.A.
  Argentina   Vessel-Operating Management Company     100 %     1/1—09/30       1/1—09/30  
Compania de Transporte Fluvial Int S.A.
  Uruguay   Sub-Holding Company     100 %     1/1—09/30       1/1—09/30  
Ponte Rio S.A.
  Uruguay   Operating Company     100 %     1/1—09/30       1/1—09/30  
Thalassa Energy S.A.(1)
  Argentina   Barge-Owning Company     100 %     1/1—09/30       1/1—09/30  
HS Tankers Inc.(1)
  Panama   Tanker-Owning Company     100 %     1/1—09/30       1/1—09/30  
HS Navigation Inc.(1)
  Panama   Tanker-Owning Company     100 %     1/1—09/30       1/1—09/30  
HS Shipping Ltd. Inc.(1)
  Panama   Tanker-Owning Company     100 %     1/1—09/30       1/1—09/30  
HS South Inc. (1)
  Panama   Tanker-Owning Company     100 %     1/1—09/30       1/1—09/30  
Petrovia Internacional S.A.
  Uruguay   Land-Owning Company     100 %     1/1—09/30       1/1—09/30  
Mercopar S.A.
  Paraguay   Operating/Barge-Owning Company     100 %     1/1—09/30       1/1—09/30  
Navegacion Guarani S.A.
  Paraguay   Operating/Barge and     100 %     1/1—09/30       1/1—09/30  
 
      Pushboat-Owning Company                        
Hidrovia OSR S.A.
  Paraguay   Tanker-Owning Company/Oil     100 %     1/1—09/30       1/1—09/30  
 
      Spill Response & Salvage                        
 
      Services                        
Mercofluvial S.A.
  Paraguay   Operating/Barge and     100 %     1/1—09/30       1/1—09/30  
 
      Pushboat-Owning Company                        

F-7


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                 
            Percentage        
    Country of       Of     Statement of Operations  
Company Name   Incorporation   Nature/Vessel Name   Ownership     2011     2010  
Petrolera San Antonio S.A.
  Paraguay   POA Facility-Owning Company     100 %     1/1—09/30       1/1—09/30  
Stability Oceanways S.A.
  Panama   Barge and Pushboat-Owning     100 %     1/1—09/30       1/1—09/30  
 
      Operating Company                        
Hidronave South American Logistics S.A.
  Brazil   Pushboat-Owning Company     51 %     1/1—09/30       1/1—09/30  
Navarra Shipping Corporation
  Marshall Is.   Tanker-Owning Company     100 %     1/1—09/30       4/1—09/30  
Pelayo Shipping Corporation
  Marshall Is.   Tanker-Owning Company     100 %     1/1—09/30       4/1—09/30  
Navios Logistics Finance (US) Inc.
  Delaware   Operating Company     100 %     1/16—09/30        
Varena Maritime Services S.A.
  Panama   Barge and Pushboat-Owning Operating Company     100 %     4/14—09/30        
 
(1)   On July 25, 2011, Navios Logistics acquired the noncontrolling interests of these joint ventures. As a result, after the consummation of the transaction, the percentage of ownership of the Company in these subsidiaries changed in accordance with the table included in Note 10.
NOTE 3: CASH AND CASH EQUIVALENTS
     Cash and cash equivalents consist of the following:
                 
    September 30,     December 31,  
    2011     2010  
Cash on hand and at banks
  $ 25,252     $ 26,080  
Short-term deposits
    32,590       13,124  
 
           
Total cash and cash equivalents
  $ 57,842     $ 39,204  
 
           
     Short-term deposits are comprised of deposits with banks with original maturities of less than 90 days.
NOTE 4: VESSELS, PORT TERMINALS AND OTHER FIXED ASSETS, NET
     Vessels, port terminals and other fixed assets, net consist of the following:
                         
            Accumulated     Net Book  
Tanker Vessels, Barges and Push Boats   Cost     Depreciation     Value  
Balance December 31, 2010
  $ 278,837     $ (42,637 )   $ 236,200  
Additions
    59,680       (11,182 )     48,498  
 
                 
Balance September 30, 2011
  $ 338,517     $ (53,819 )   $ 284,698  
 
                 
                         
            Accumulated     Net Book  
Dry Port Terminal   Cost     Depreciation     Value  
Balance December 31, 2010
  $ 39,501     $ (5,094 )   $ 34,407  
Additions
    5,260       (883 )     4,377  
Disposals
    (152 )     103     (49 )
 
                 
Balance September 30, 2011
  $ 44,609     $ (5,874 )   $ 38,735  
 
                 

F-8


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                         
            Accumulated     Net Book  
Oil Storage Plant and Port Facilities for Liquid Cargoes   Cost     Depreciation     Value  
Balance December 31, 2010
  $ 25,757     $ (3,937 )   $ 21,820  
Additions
    436       (987 )     (551 )
 
                 
Balance September 30, 2011
  $ 26,193     $ (4,924 )   $ 21,269  
 
                 
                         
            Accumulated     Net Book  
Other Fixed Assets   Cost     Depreciation     Value  
Balance December 31, 2010
  $ 4,139     $ (433 )   $ 3,706  
Additions
    1,642       (232 )     1,410  
 
                 
Balance September 30, 2011
  $ 5,781     $ (665 )   $ 5,116  
 
                 
                         
            Accumulated     Net Book  
Total   Cost     Depreciation     Value  
Balance December 31, 2010
  $ 348,234     $ (52,101 )   $ 296,133  
Additions
    67,018       (13,284 )     53,734  
Disposals
    (152 )     103       (49 )
 
                 
Balance September 30, 2011
  $ 415,100     $ (65,282 )   $ 349,818  
 
                 
     Certain assets of the Company have been pledged as collateral for loan facilities. As of September 30, 2011 and December 31, 2010, the net book value of such assets was $4,193 and $45,568, respectively (See Note 7).
     During the first quarter of 2010, Navios Logistics began the construction of a grain drying and conditioning facility at its dry port facility in Nueva Palmira, Uruguay. The facility, which has been operational since May 16, 2011, has been financed entirely with funds provided by Navios Logistics’ dry port operations. For the construction of the facility, Navios Logistics paid $848 during the nine month period ended September 30, 2011 and $3,043 during the year ended December 31, 2010.
     During the nine month period ended September 30, 2011, Navios Logistics used a portion of the proceeds from the Senior Notes to pay $10,819 for the acquisition of two pushboats named William Hank and Lonny Fugate and another $6,360 for the acquisition of a pushboat named WW Dyer. Additionally, Navios Logistics used a portion of such proceeds to pay $19,836 for the acquisition of 66 dry barges, $14,728 relating to transportation and other related costs associated with the acquired pushboats and barges, and $4,300 for the acquisition of a floating drydock facility.
     Additionally, during the nine month period ended September 30, 2011, Navios Logistics performed some improvements relating to its vessels, the Malva H, the Estefania H and the San San H (formerly known as the Jiujiang), amounting to $44, $611 and $1,070, respectively.
     Following the acquisition of two pieces of land for $987 in 2010, in September 2011, Navios Logistics paid a total of $389 for the acquisition of a third piece of land. All of these pieces of land are located at the south of the Nueva Palmira Free Zone and were acquired as part of a project to develop a new transshipment facility for mineral ores and liquid bulks.
     During the third quarter of 2011, Navios Logistics commenced the construction of a new silo at its dry port facility in Nueva Palmira, Uruguay. The silo is expected to be completed in March 2012. As of September 30, 2011 Navios Logistics had paid $2,994 for the silo construction.
     In June 2010, Navios Logistics entered into long-term bareboat agreements for two new product tankers, the Stavroula and the San San H, each with a capacity of 16,871 dwt. The San San H and the Stavroula were delivered in June and July 2010, respectively. Both tankers are chartered-in for a two-year period, and Navios Logistics has the obligation to purchase the vessels immediately upon the expiration of their respective charter periods. The purchase price of the vessels (including direct costs) amounted to approximately $19,643 and $17,904, respectively. As of September 30, 2011, the obligations for these vessels were accounted for as capital leases and the lease payments during the nine month period ended September 30, 2011 for both vessels were $931.

F-9


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
     The following is an analysis of the leased property under capital leases:
         
  September 30,  
Vessel   2011  
San San H and Stavroula
  $ 37,547  
Less: Accumulated amortization
    (705 )
 
     
Net book value
  $ 36,842  
 
     
     Future minimum lease payments under capital lease together with the present value of the future minimum lease payments as of September 30, 2011 are as follows:
         
  September 30,  
Payment due by period   2011  
September 30, 2012
  $ 32,091  
Total future minimum lease payments (1)
  $ 32,091  
Less: amount representing interest (2)
    (761 )
 
     
Present value of future minimum lease payments (3)
  $ 31,330  
 
     
 
(1)   There are no minimum sublease rentals to reduce minimum payments.
 
(2)   Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at the inception of the lease.
 
(3)   Reflected in the balance sheet as current obligations under capital leases of $31,330.
NOTE 5: INTANGIBLE ASSETS OTHER THAN GOODWILL
     Intangible assets as of September 30, 2011 and December 31, 2010 consisted of the following:
                                 
    Acquisition     Accumulated     Disposal/Transfer     Net Book Value  
September 30, 2011   Cost     Amortization     to Vessel Cost     September 30, 2011  
Trade name
  $ 10,420     $ (3,908 )   $     $ 6,512  
Port terminal operating rights
    34,060       (5,299 )           28,761  
Customer relationships
    36,120       (7,284 )           28,836  
Favorable lease terms
    3,780       (2,915 )           865  
 
                       
 
Total
  $ 84,380     $ (19,406 )   $     $ 64,974  
 
                       

F-10


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                 
    Acquisition     Accumulated     Disposal/Transfer     Net Book Value  
December 31, 2010   Cost     Amortization     to Vessel Cost     December 31, 2010  
Trade name
  $ 10,420     $ (3,126 )   $     $ 7,294  
Port terminal operating rights
    34,060       (4,605 )           29,455  
Customer relationships
    36,120       (5,954 )           30,166  
Favorable construction contracts (*)
    4,400             (4,400 )      
Favorable lease terms
    3,780       (2,396 )           1,384  
 
                       
Total
  $ 88,780     $ (16,081 )   $ (4,400 )   $ 68,299  
 
                       
 
(*)   This amount is not amortized until the vessel is delivered. When a vessel is delivered, the amount is capitalized as part of the cost of the vessel and then depreciated over the remaining useful life of the vessel. Following the delivery of the tanker vessel Sara H in 2010, $4,400 was transferred to the cost of the vessel.
     Amortization expense, net for the three and nine month periods ended September 30, 2011 amounted to $1,110 and $3,325, respectively ($1,123 and $3,363 for the three and nine month periods ended September 30, 2010, respectively).
     The remaining aggregate amortization of acquired intangibles as of September 30, 2011 will be as follows:
                                                         
    Within     Year     Year     Year     Year              
Description   one year     two     three     four     five     Thereafter     Total  
Trade name
  $ 1,042     $ 1,042     $ 1,042     $ 1,042     $ 1,042     $ 1,302     $ 6,512  
Port terminal operating rights
    917       917       917       917       917       24,176       28,761  
Customer relationships
    1,775       1,775       1,775       1,775       1,775       19,961       28,836  
Favorable lease terms
    692       173                               865  
 
                                         
 
                                                       
Total
  $ 4,426     $ 3,907     $ 3,734     $ 3,734     $ 3,734     $ 45,439     $ 64,974  
 
                                         
NOTE 6: ACCRUED EXPENSES
     Accrued expenses consist on the following:
                 
    September 30,     December 31,  
    2011     2010  
Accrued salaries
  $ 8,076     $ 5,228  
Taxes payable
    3,748       2,709  
Accrued fees
    347       731  
Accrued Senior Notes interest
    8,633        
Accrued interest
          81  
Other
    609       862  
 
           
Total accrued expenses
  $ 21,413     $ 9,611  
 
           
NOTE 7: BORROWINGS
     On April 12, 2011, Navios Logistics and its wholly-owned subsidiary Navios Logistics Finance (US) Inc. (“Logistics Finance” and, together with the Company, the “Co-Issuers”) issued $200,000 in Senior Notes (the “Senior Notes”) due on April 15, 2019 at a fixed rate of 9.25%. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by all of Navios Logistics’ direct and indirect subsidiaries except for Hidronave South American Logistics S.A. and Logistics Finance. The subsidiary guarantees are “full and unconditional,” as those terms are used in Regulation S-X Rule 3-10, 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 Senior Notes. The Co-Issuers have the option to redeem the notes in whole or in part, at their option, at any time (i) before April 15, 2014, at a redemption price equal to 100% of the principal amount plus the applicable make-whole premium plus accrued and unpaid interest, if any, to the redemption date and (ii) on or after April 15, 2014, at a fixed price of 106.938%, which price declines ratably until it reaches par in 2017. At any time before April 15, 2014, the Co-Issuers may redeem up to 35% of the aggregate principal amount of the Senior Notes with the net proceeds of an equity offering at 109.25% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the redemption date so long as at least 65% of the originally issued aggregate principal amount of the notes remains outstanding after such redemption. In addition, upon the occurrence of certain change of control events, the holders of the Senior Notes will have the right to require the Co-Issuers to repurchase some or all of the notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.

F-11


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
     Under a registration rights agreement, the Co-Issuers and the subsidiary guarantors are obliged to file a registration statement prior to January 7, 2012 that enables the holders of the Senior Notes to exchange the privately placed notes with publicly registered notes with identical terms.
     The Senior Notes contain covenants which, among other things, limit the incurrence of additional indebtedness, issuance of certain preferred stock, the payment of dividends in excess of 6% per annum of the net proceeds received by or contributed to the Company in or from any public offering, redemption or repurchase of capital stock or making restricted payments and investments, creation of certain liens, transfer or sale of assets, entering in transactions with affiliates, merging or consolidating or selling all or substantially all of Navios Logistics’ properties and assets and creation or designation of restricted subsidiaries.
     The net proceeds from the Senior Notes were $193,207 after deducting fees and estimated expenses relating to the offering. The net proceeds from the Senior Notes have been used to (i) repay existing indebtedness, including any indebtedness of Navios Logistics’ non-wholly owned subsidiaries excluding Hidronave South American Logistics S.A. (“non-wholly owned subsidiaries”), (ii) purchase barges and pushboats and (iii) to the extent there are remaining proceeds after the uses in (i) and (ii), for general corporate purposes.
     Borrowings, other than the Senior Notes mentioned above, consist of the following:
         
    September 30,  
    2011  
Loan for Nazira
    685  
Less: current portion
    (69 )
 
     
Total long-term borrowings
  $ 616  
 
     
Marfin Facility
     On March 31, 2008, the Company entered into a $70,000 loan facility for the purpose of providing Nauticler S.A. with investment capital to be used in connection with one or more investment projects. In March 2009, the Company transferred its loan facility of $70,000 to Marfin Popular Bank Public Co. Ltd. The loan provided for an additional one year extension and increase of the margin to 275 basis points. On March 23, 2010, the loan was extended for one additional year, providing an increase of the margin to 300 basis points. On March 29, 2011, Marfin Popular Bank committed to amend its current loan agreement with Nauticler S.A., to provide for a $40,000 revolving credit facility. Under this commitment, the existing margin of 300 basis points will apply and the obligations will be secured by mortgages on four tanker vessels or alternative security over other assets acceptable to the bank. The commitment requires that we maintain a loan-to-value ratio of 120% based on charter-free valuations and compliance with the covenants contained in the indenture governing the Senior Notes. The obligation of the bank under the commitment was subject to prepayment of the $70,000 facility and is subject to customary conditions, such as the receipt of satisfactory appraisals, insurance, opinions and the negotiation, execution and delivery of mutually satisfactory loan documentation. On April 12, 2011, following the completion of the sale of the Senior Notes by the Co-Issuers, Navios Logistics fully repaid the $70,000 loan facility with Marfin Popular Bank using a portion of the proceeds of the Senior Notes. As of September 30, 2011, the loan documentation for the $40,000 revolving credit facility had not been completed and the facility had not been drawn.

F-12


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
Other Indebtedness
     In connection with the acquisition of Horamar, Navios Logistics had assumed a $9,500 loan facility that was entered into by its majority owned subsidiary, HS Shipping Ltd. Inc. in 2006, in order to finance the construction of a 8,974 dwt double-hull tanker, the Malva H. After the vessel’s delivery, the interest rate has been LIBOR plus 150 basis points. The loan was repayable in installments of at least 90% of the amount of the last hire payment due by Horamar to be paid to HS Shipping Ltd. Inc. The loan was repayable by December 31, 2011 and could have been prepaid before such date, upon two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Senior Notes.
     Navios Logistics assumed a $2,286 loan facility that was entered into, by its majority owned subsidiary, Thalassa Energy S.A., in October 2007 to finance the purchase of two self-propelled barges, the Formosa and the San Lorenzo. The loan bears interest at LIBOR plus 150 basis points. The loan was repayable in five equal installments of $457, which were made in November 2008, June 2009, January 2010, August 2010, and March 2011. The loan was secured by a first priority mortgage over the two self-propelled barges. As of September 30, 2011, the loan was repaid in full.
     On September 4, 2009, Navios Logistics entered into a loan facility in order to finance the acquisition cost of the Estefania H for an amount of up to $18,710 that bears interest at LIBOR plus 225 basis points. The loan was repayable in installments of at least the higher of (a) 90% of the amount of the last hire payment due to HS Navigation Inc. prior to the repayment date; and (b) $250, inclusive of any interest accrued in relation to the loan at that time. The loan was repayable by May 15, 2016 and could have been prepaid before such date with two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Senior Notes.
     On December 15, 2009, in order to finance the acquisition cost of the Makenita H, Navios Logistics entered into a loan facility for $24,000, which bore interest at LIBOR plus 225 basis points. The loan was repayable in installments of at least the higher of (a) 90% of the amount of the last hire payment due to HS Tankers Inc. prior to the repayment date; and (b) $250, inclusive of any interest accrued in relation to the loan at that time. The loan was repayable by March 24, 2016 and could have been prepaid before such date with two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Senior Notes.
     On December 20, 2010, in order to finance the acquisition cost of the Sara H, Navios Logistics entered into a loan facility for $14,385, which bore interest at LIBOR plus 225 basis points. The loan was repayable in installments of at least the higher of (a) 90% of the amount of the last hire payment due to HS South Inc. prior to the repayment date; and (b) $250, inclusive of any interest accrued in relation to the loan at that time. The loan was repayable by May 24, 2016 and could have been prepaid before such date with two days written notice. The loan also required compliance with certain covenants. This loan was repaid in full on July 25, 2011 using a portion of the proceeds from the Senior Notes.
     In connection with the acquisition of Hidronave S.A. on October 29, 2009, the Company assumed an $817 loan facility that was entered into by Hidronave S.A. in 2001 in order to finance the construction of the pushboat Nazira. As of September 30, 2011, the outstanding loan balance was $684 ($735 as of December 31, 2010). The loan facility bears interest at a fixed rate of 600 basis points. The loan is repayable in monthly installments of $6 each and the final repayment must occur prior to August 10, 2021. The loan also requires compliance with certain covenants.
     In connection with the loans, the Company is subject to certain covenants and commitments and certain of its assets are restricted as collateral. The Company was in compliance with all the covenants as of the period ended September 30, 2011.
     The maturity table below reflects future principal payments of the long-term debt outstanding as of September 30, 2011, for the next five years and thereafter.
         
    Amounts in  
    thousands of  
Payment due by period   U.S. dollars  
September 30, 2012
  $ 69  
September 30, 2013
    69  
September 30, 2014
    69  
September 30, 2015
    69  
September 30, 2016
    69  
September 30, 2017 and thereafter
    200,340  
 
     
Total long-term borrowings
  $ 200,685  
 
     

F-13


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
NOTE 8: COMMITMENTS AND CONTINGENCIES
     In connection with the acquisition of Horamar, the Company recorded liabilities for certain pre-acquisition contingencies amounting to $6,632 ($2,907 relating to VAT-related matters, $1,703 for withholding tax-related matters, $1,511 relating to provisions for claims and others and $511 for income tax-related matters) that were included in the allocation of the purchase price based on their respective fair values. As it relates to these contingencies, the prior owners of Horamar agreed to indemnify the Company in the event that any of the above contingencies materialize before the agreed-upon dates, extending to various dates through January 2020. As of September 30, 2011, the remaining liability related to these pre-acquisition contingencies amounted to $5,037 ($4,674 as of December 31, 2010) and was entirely offset by an indemnification asset for the same amount, which is reflected in other non-current assets.
     On July 19, 2011 and in consideration of Gunvor S.A. entering into sales of oil or petroleum products with Petrosan, the Company has undertaken to pay to Gunvor S.A. on first demand any obligations arising directly from the non-fulfillment of said contracts. The guarantee shall not exceed $1,500 and shall remain in full force and effect until December 31, 2011.
     The Company is subject to legal proceedings, claims and contingencies arising in the ordinary course of business. When such amounts can be estimated and the contingency is probable, management accrues the corresponding liability. While the ultimate outcome of lawsuits or other proceedings against the Company cannot be predicted with certainty, management does not believe the costs of such actions will have a material effect on the Company’s consolidated financial position, results of operations, or cash flows.
     As of September 30, 2011, the Company’s future minimum commitments, net of commissions under chartered-in vessels, barges and pushboats were as follows:
         
    Amounts in  
    thousands of  
    U.S. dollars  
September 30, 2012
    4,942  
September 30, 2013
    3,593  
September 30, 2014
    51  
 
     
 
  $ 8,586  
 
     
NOTE 9: TRANSACTIONS WITH RELATED PARTIES
     The balance due to affiliates as of September 30, 2011 amounted to $692 (December 31, 2010: $155) which includes the current amounts due to Navios Holdings. Such payables do not accrue interest and do not have a specific due date for their settlement.
     Navios Logistics rents barges and pushboats and pays expenses for lodging at companies indirectly owned by certain of Navios Logistics’ directors and officers. In relation to these transactions, amounts payable to related parties other than Navios Holdings amounted to $358 as of September 30, 2011 ($322 as of December 31, 2010) and rent and services expense for the three and nine month periods ended September 30, 2011, amounted to $491 and $1,555, respectively ($540 and $1,624 for the three and nine month periods ended September 30, 2010, respectively).
     Leases: On October 2, 2006, Petrovia S.A. and Mercopar SACI, two wholly owned subsidiaries of Navios Logistics, entered into lease agreements with Holdux Maritima Leasing Corp., a Panamanian corporation owned by the estate of Horacio A. Lopez (the father of Claudio Pablo Lopez, Carlos Augusto Lopez and Horacio Enrique Lopez). The lease agreements provide for the leasing of one pushboat and three tank barges. The total annual lease payments are $620 and lease agreements expired in October 2011.

F-14


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
     On July 1, 2007, Compania Naviera Horamar S.A., a wholly owned subsidiary of Navios Logistics, entered into two lease agreements with Mercotrans S.A. and Mercoparana S.A., two Argentinean corporations owned by the estate of Horacio A. Lopez (the father of Claudio Pablo Lopez, Carlos Augusto Lopez and Horacio Enrique Lopez). The lease agreements provide for the leasing of one pushboat and three tank barges. The total annual lease payments are $1,500 and the lease agreements expire in 2012. The lease agreement with Mercotrans S.A. was terminated on July 20, 2011.
     Lodging: Compania Naviera Horamar S.A., a wholly owned subsidiary of Navios Logistics, obtains lodging services from Empresa Hotelera Argentina S.A. /(NH Lancaster) an Argentinean corporation owned by certain of Navios Logistics’ directors and officers, including Claudio Pablo Lopez, Navios Logistics’ Chief Executive Officer and Carlos Augusto Lopez, Navios Logistics’ Chief Commercial Officer—Shipping Division, each of whom does not have a controlling interest in those companies. The total expense payments for the three and nine month periods ended September 30, 2011 were $8 and $35, respectively ($10 and $34 for the three and nine month periods ended September 30, 2010, respectively).
     General & administrative expenses: On April 12, 2011, Navios Logistics entered into an administrative services agreement for a term of five years, with Navios Holdings, pursuant to which Navios Holdings provides certain administrative management services to Navios Logistics. Such services include bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and administrative fees charged for each of the three and nine month periods ended September 30, 2011 amounted to $125 and $250, respectively ($0 for each of the three and nine month periods ended September 30, 2010).
     The Company believes that the transactions discussed above were made on terms no less favorable to the Company than would have been obtained from unaffiliated third parties.
Employment Agreements
     The Company has executed employment agreements with several of its key employees who are noncontrolling shareholders of the Company. These agreements stipulate, among other things, severance and benefit arrangements in the event of termination. In addition, the agreements include confidentiality provisions and covenants not to compete.
     The employment agreements initially expired on December 31, 2009, but renew automatically for successive one-year periods until either party gives 90 days written notice of its intention to terminate the agreement. Generally, the agreements call for a base salary ranging from $280 to $340 per year, annual bonuses and other incentives, provided certain performance targets are achieved. Under the agreements, the Company accrued compensation totaling $245 and $733 for the three and nine month periods ended September 30, 2011, respectively ($243 and $731 for the three and nine month periods ended September 30, 2010, respectively).
NOTE 10: SHARE CAPITAL
Common shares and shareholders
     On August 4, 2010, the Company amended its articles of incorporation and increased its authorized share capital to 50,000,000 shares of common stock with a par value of $0.01 per share.
     As of September 30, 2011 and December 31, 2010, the Company has issued 20,000 shares of common stock at $1.00 per share par value.
     Holders of each share of common stock have one vote for each share held of record on all matters submitted to a vote of shareholders. Dividends on shares of common stock may be declared and paid from funds available to the Company.
     The 1,007 shares issued as part of the Horamar Group acquisition were released from escrow to the former shareholders of Horamar upon achievement of the EBITDA target threshold. The 1,007 shares have been reflected as part of the Company’s outstanding shares from the date of issuance since these shares were irrevocably issued on January 1, 2008 with the identity of the ultimate recipient to be determined at a future date. Following the achievement of the EBITDA targets mentioned in Note 1, the shares were delivered to the Horamar Group shareholders.

F-15


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
     On July 25, 2011, the Company acquired the noncontrolling interests of its joint ventures Thalassa Energy S.A., HS Tankers Inc., HS Navigation Inc., HS Shipping Ltd .Inc. and HS South Inc., in accordance with the terms of certain stock purchase agreements with HS Energy Ltd., an affiliate of Vitol. The Company paid a total consideration of $8,500 for such noncontrolling interests ($8,638 including transactions expenses), and simultaneously paid $53,155 in full and final settlement of all amounts of indebtedness of such joint ventures under certain loan agreements. Since the Company already consolidated these joint ventures, the transaction was considered a step acquisition (with control maintained by Navios Logistics) and was accounted for as an equity transaction. An amount of $10,850, which is equal to the difference between the carrying value of the noncontrolling interests as of July 25, 2011 ($19,488) and the fair value of the total consideration paid including transaction expenses ($8,638) was recorded in Additional Paid in Capital.
     As a result, after the consummation of the transaction, the percentage of ownership of the Company in its subsidiaries is the following:
                 
    Percentage of ownership
    September 30,   December 31,
Company Name   2011   2010
Thalassa Energy S.A.
    100 %     62.50 %
HS Tankers Inc
    100 %     51 %
HS Navigation Inc.
    100 %     51 %
HS Shipping Ltd. Inc.
    100 %     62.50 %
HS South Inc.
    100 %     62.50 %
NOTE 11: SEGMENT INFORMATION
     Current accounting guidance establishes standards for reporting information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial reports issued to shareholders. Operating segments are components of a company about which separate financial information is available that is regularly evaluated by the chief operating decision makers in deciding how to allocate resources and assess performance. The statement also establishes standards for related disclosures about a company’s products and services, geographical areas and major customers. The Company has determined that its reportable segments are those that are based on the Company’s method of internal reporting. Historically, Navios Logistics had two reportable segments, Logistics Business and Dry Port Terminal Business.
     Since Navios Logistics was formed by the business combination between CNSA and Horamar, Navios Logistics has grown its vessel fleet from approximately 123 vessels, including barges, pushboats and tankers, to 303 vessels through acquisitions of vessels and the acquisition of a 51% interest in Hidronave S.A., a Brazilian pushboat operator. Additionally, Navios Logistics expanded its Uruguayan port terminal with the addition of a new silo with 80,000 metric tons of storage capacity in 2009 reaching a total storage capacity of 360,000 metric tons, and in 2010 Navios Logistics acquired additional land and began the installation of a grain drying and conditioning facility, which has been operational since May 16, 2011.
     Following these recent business developments, beginning in 2011, Navios Logistics reports its operations based on three reportable segments: Port Terminal Business, Barge Business and Cabotage Business. The Port Terminal Business aggregates the dry port terminal operations (previously identified as the Dry Port Terminal Business) and the liquid port terminal operations previously included in the Logistics Business segment. The previously identified Logistics Business segment is further split to form the Barge Business segment and the Cabotage Business segment. The information for the nine month period ended September 30, 2010 has been reclassified in accordance with the new reportable segments. The information reported to the chief operating decision maker has been modified in accordance with the change in reportable segments. A general description of each segment follows:
The Port Terminal Business segment:
     This reportable segment includes the aggregated operating results of two of the Navios Logistics’ operating businesses: dry port terminal and liquid port terminal operations.

F-16


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
     (i) Dry port terminal operations
     Navios Logistics owns and operates the largest independent bulk transfer and storage port terminal in Uruguay. Its dry port terminal is located in an international tax-free trade zone in the port of Nueva Palmira, Uruguay, at the convergence of the Parana and Uruguay rivers. The terminal operates 24 hours per day, seven days per week, and is ideally located to provide its customers, primarily leading international grain and commodity houses, with a convenient and efficient outlet for the transfer and storage of a wide range of commodities originating in the Hidrovia region.
     (ii) Liquid port terminal operations
     Navios Logistics owns and operates an up-river port terminal with tank storage for refined petroleum products, oil and gas in San Antonio, Paraguay, approximately 17 miles by river from the capital of Asuncion. Its port terminal is one of the largest independent storage facilities for crude and petroleum products in Paraguay. The port facility serves international operators from Paraguay and Bolivia supplying products that support the growing demand for energy. Because Paraguay is not oil producing country, its needs for both crude and refined petroleum products are served entirely by imports. The main sources of supply are from Argentina and, to a much lesser extent, Bolivia. The strategic location of the terminal at the center of the Paraguay-Parana waterway has comparative advantages for the provision of services to both southern and northern regions.
The Barge Business segment
     Navios Logistics services the Argentine, Bolivian, Brazilian, Paraguayan and Uruguayan river transportation markets through its fleet. Navios Logistics operates different types of pushboats and wet and dry barges for delivering a wide range of dry and liquid products between ports in the Parana, Paraguay and Uruguay River systems in South America (the Hidrovia or the “waterway”). Navios Logistics contracts its vessels either on a time charter basis or on a Contract of Affreightment (“CoA”) basis.
The Cabotage Business segment
     Navios Logistics owns and operates oceangoing vessels to support the transportation needs of its customers in the South American coastal trade business. The Company believes it operates the largest in terms of capacity and one of the youngest Argentine cabotage fleets. Its fleet consists of six oceangoing product tanker vessels and two self propelled barges. Navios Logistics contracts its vessels either on a time charter basis or on a CoA basis.
     Inter-segment transactions, if any, are accounted for at current market prices. The Company evaluates performance of its segments and allocates resources to them based on net income.
     The following table describes the results of operations of the three segments, the Port Terminal Business segment, the Barge Business segment and the Cabotage Business segment for the three and nine month periods ended September 30, 2011 and 2010:

F-17


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                 
    Port Terminal     Cabotage     Barge        
    Business Segment     Business Segment     Business Segment        
    for the Three Month     for the Three Month     for the Three Month        
    Period Ended     Period Ended     Period Ended        
    September 30, 2011     September 30, 2011     September 30, 2011     Total  
Time charter, voyage and port terminal revenues
  $ 6,511     $ 14,377     $ 23,170     $ 44,058  
Sales of products
    24,789                   24,789  
Time charter, voyage and port terminal expenses
    (2,004 )     (331 )     (8,768 )     (11,103 )
Direct vessels expenses
          (8,383 )     (9,685 )     (18,068 )
Cost of products sold
    (23,873 )                 (23,873 )
Depreciation and amortization
    (890 )     (1,094 )     (3,547 )     (5,531 )
General and administrative expenses
    (611 )     (76 )     (2,885 )     (3,572 )
Interest income/(expense) and finance cost, net
    138       (1,238 )     (4,012 )     (5,112 )
Gain on sale of assets
    36                   36  
Other expense, net
    (694 )     (1,424 )     (1,209 )     (3,327 )
 
                       
Income/(loss) before taxes
    3,402       1,831       (6,936 )     (1,703 )
Income tax benefit/(expense)
    (172 )     (440 )     1,001       389  
 
                       
Net income/(loss)
    3,230       1,391       (5,935 )     (1,314 )
Less: Net income attributable to the noncontrolling interest
          (130 )     (83 )     (213 )
 
                       
Net income/(loss) attributable to Navios Logistics’ stockholders
  $ 3,230     $ 1,261     $ (6,018 )   $ (1,527 )
 
                       
                                 
    Port Terminal     Cabotage     Barge        
    Business Segment     Business Segment     Business Segment        
    for the Three Month     for the Three Month     for the Three Month        
    Period Ended     Period Ended     Period Ended        
    September 30, 2010     September 30, 2010     September 30, 2010     Total  
Time charter, voyage and port terminal revenues
  $ 6,783     $ 10,765     $ 21,431     $ 38,979  
Sales of products
    16,323                   16,323  
Time charter, voyage and port terminal expenses
    (1,973 )     (613 )     (6,014 )     (8,600 )
Direct vessels expenses
          (5,777 )     (8,775 )     (14,552 )
Cost of products sold
    (15,236 )                 (15,236 )
Depreciation and amortization
    (852 )     (962 )     (3,383 )     (5,197 )
General and administrative expenses
    (599 )     (74 )     (2,827 )     (3,500 )
Interest income/(expense) and finance cost, net
    76       (653 )     (536 )     (1,113 )
Gain on sale of assets
                       
Other expense, net
    (17 )     (1,284 )     (2,716 )     (4,017 )
 
                       
Income/(loss) before taxes
    4,505       1,402       (2,820 )     3,087  
Income tax (expense)/benefit
    (527 )     (217 )     418       (326 )
 
                       
Net income/(loss)
    3,978       1,185       (2,402 )     2,761  
Less: Net income attributable to the noncontrolling interest
          (1,265 )     (39 )     (1,304 )
 
                       
Net income/(loss) attributable to Navios Logistics’ stockholders
  $ 3,978     $ (80 )   $ (2,441 )   $ 1,457  
 
                       

F-18


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
                                 
    Port Terminal     Cabotage     Barge        
    Business Segment     Business Segment     Business Segment        
    for the Nine Month     for the Nine Month     for the Nine Month        
    Period Ended     Period Ended     Period Ended        
    September 30, 2011     September 30, 2011     September 30, 2011     Total  
Time charter, voyage and port terminal revenues
  $ 18,436     $ 40,463     $ 64,962     $ 123,861  
Sales of products
    44,047                   44,047  
Time charter, voyage and port terminal expenses
    (6,608 )     (1,029 )     (23,180 )     (30,817 )
Direct vessels expenses
          (22,392 )     (25,614 )     (48,006 )
Cost of products sold
    (42,320 )                 (42,320 )
Depreciation and amortization
    (2,564 )     (3,210 )     (10,835 )     (16,609 )
General and administrative expenses
    (1,773 )     (221 )     (8,374 )     (10,368 )
Interest income/(expense) and finance costs, net
    395       (2,290 )     (9,376 )     (11,271 )
Gain on sale of assets
    36                   36  
Other expense, net
    (312 )     (3,900 )     (2,956 )     (7,168 )
 
                       
Income/(loss) before taxes
    9,337       7,421       (15,373 )     1,385  
Income tax (expense)/benefit
    (172 )     (696 )     1,224       356  
 
                       
Net income/(loss)
    9,165       6,725       (14,149 )     1,741  
Less: Net income attributable to the noncontrolling interest
          (641 )     (117 )     (758 )
 
                       
Net income/(loss) attributable to Navios Logistics’ stockholders
  $ 9,165     $ 6,084     $ (14,266 )   $ 983  
 
                       
                                 
    Port Terminal                    
    Business Segment     Cabotage     Barge        
    for the Nine     Business Segment     Business Segment        
    Month     for the Nine Month     for the Nine Month        
    Period Ended     Period Ended     Period Ended        
    September 30, 2010     September 30, 2010     September 30, 2010     Total  
Time charter, voyage and port terminal revenues
  $ 18,346     $ 26,560     $ 56,675     $ 101,581  
Sales of products
    41,562                   41,562  
Time charter, voyage and port terminal expenses
    (5,493 )     (1,707 )     (19,013 )     (26,213 )
Direct vessels expenses
          (13,998 )     (22,764 )     (36,762 )
Cost of products sold
    (38,554 )                 (38,554 )
Depreciation and amortization
    (2,545 )     (2,617 )     (11,377 )     (16,539 )
General and administrative expenses
    (1,592 )     (198 )     (7,518 )     (9,308 )
Interest income/(expense) and finance cost, net
    135       (1,335 )     (1,953 )     (3,153 )
Gain on sale of assets
                       
Other expense, net
    (40 )     (3,124 )     (5,505 )     (8,669 )
 
                       
Income/(loss) before taxes
    11,819       3,581       (11,455 )     3,945  
Income tax (expense)/benefit
    (564 )     (567 )     1,849       718  
 
                       
Net income/(loss)
    11,255       3,014       (9,606 )     4,663  
Less: Net (income)/loss attributable to the noncontrolling interest
          (1,374 )     36       (1,338 )
 
                       
Net income/(loss) attributable to Navios Logistics’ stockholders
  $ 11,255     $ 1,640     $ (9,570 )   $ 3,325  
 
                       
     For the Barge Business segment and for the Cabotage Business segment, the Company’s vessels operate on a regional basis and are not restricted to specific locations. Accordingly, it is not possible to allocate the assets of these operations to specific locations. The total net book value of long-lived assets for vessels amounted to $284,698 and $236,200 as of September 30, 2011 and December 31, 2010, respectively.
     All of the assets related to the Port Terminal Business segment are located in Uruguay and in Paraguay. The total net book value of long-lived assets for the Port Terminal Business segment, including constructions in progress, amounted to $60,004 and $56,227 as of September 30, 2011 and December 31, 2010, respectively.
     In addition, the net book value of intangible assets other than goodwill allocated to the Barge Business segment and to the Cabotage Business segment, collectively, amounted to $36,213 and $38,844 as of September 30, 2011 and December 31, 2010, respectively, while the net book value of intangible assets allocated to the Port Terminal segment amounted to $28,761 and $29,455 as of September 30, 2011 and December 31, 2010, respectively.

F-19


 

NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars — except share data)
     In accordance with ASC 350-20-35-45, goodwill resulting from the acquisitions of Horamar and Hidronave S.A., which had been allocated to the Logistics Business through December 31, 2010, was re-allocated to the three segments by allocating $22,142 to the Port Terminal Business, $40,868 to the Barge Business and $41,086 to the Cabotage Business. All three segments previously comprised a part of the Logistics Business reporting unit on a relative fair value basis.
NOTE 12: FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value of Financial Instruments
     The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
     Cash and cash equivalents: The carrying amounts reported in the consolidated balance sheets for interest bearing deposits approximate their fair value because of the short maturity of these investments.
     Restricted Cash: The carrying amounts reported in the consolidated balance sheets for interest bearing deposits approximate their fair value because of the short maturity of these investments.
     Borrowings: The carrying amounts of the floating rate loans approximate their fair value. The Senior Notes are fixed rate borrowings and their fair value, which was determined based on quoted market prices, is indicated in the table below.
     Capital leases: The capital leases are fixed rate obligations and their carrying amounts approximate their fair value as indicated in the table below.
     Accounts receivable: Carrying amounts are considered to approximate fair value due to the short-term nature of these accounts receivables and because there were no significant changes in interest rates.
     All amounts that are assumed to be uncollectible are written off and/or reserved.
     Accounts payable: The carrying amounts of accounts payable reported in the balance sheet approximate their fair value due to the short-term nature of these accounts payable and because there were no significant changes in interest rates.
The estimated fair values of the Company’s financial instruments are as follows:
                                 
    September 30, 2011   December 31, 2010
    Book Value   Fair Value   Book Value   Fair Value
Cash and cash equivalent
  $ 57,842     $ 57,842     $ 39,204     $ 39,204  
Restricted cash
  $     $     $ 564     $ 564  
Accounts receivable, net
  $ 21,977     $ 21,977     $ 17,102     $ 17,102  
Accounts payable
  $ (28,700 )   $ (28,700 )   $ (22,591 )   $ (22,591 )
Senior notes
  $ (200,000 )   $ (192,250 )   $     $  
Capital Leases
    (31,330 )     (31,330 )     (32,261 )     (32,261 )
Long-term debt, including current portion
  $ (685 )   $ (685 )   $ (127,422 )   $ (118,610 )

F-20


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  NAVIOS SOUTH AMERICAN LOGISTICS INC.
 
 
  By:   /s/ Claudio Pablo Lopez    
    Claudio Pablo Lopez   
    Chief Executive Officer
Date: November 28, 2011 
 
 
Furnished pursuant to Section 4.17 of the Indenture governing the 9¼% Senior Notes due 2019