o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring shell company report |
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $.0001 per share | New York Stock Exchange LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act. |
None | |||
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. |
None |
Large accelerated filer o
|
Accelerated filer þ | Non-accelerated filer o |
1
1.1
|
Amended and Restated Articles of Incorporation. (Incorporated by reference to the Registration Statement on Form F-1 of Navios Maritime Holdings Inc. (File No. 333-129382)). | |
1.2
|
Bylaws. (Incorporated by reference to the Registration Statement on Form F-1 of Navios Maritime Holdings Inc. (File No. 333-129382)). | |
1.3
|
Articles of Amendment of Articles of Incorporation. (Incorporated by reference to Exhibit 99.1 of the Form 6-K filed on January 17, 2007). |
2
2.1
|
Specimen Unit Certificate (Incorporated by reference to the Registration Statement on Form F-1 of Navios Maritime Holdings Inc. (File No. 333-129382)). | |
2.2
|
Specimen Common Stock Certificate. (Incorporated by reference to the Registration Statement on Form F-1 of Navios Maritime Holdings Inc. (File No. 333-129382)). | |
2.3
|
Stockholders Rights Agreement, dated as of October 6, 2008, between Navios Maritime Holdings Inc. and Continental Stock Transfer and Trust Company (Incorporated by reference to Exhibit 99.1 of the Form 6-K filed on October 6, 2008). | |
2.4
|
Certificate of Designations of Rights, Preferences and Privileges of Preferred Stock of Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 99.2 of the Form 6-K filed on October 6, 2008). | |
2.5
|
Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 3.1 of the Form 6-K filed on July 7, 2009). | |
2.6
|
Form of $20.0 million 6% Bond Due 2012 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on August 5, 2009). | |
2.7
|
Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 3.1 of the Form 6-K filed on September 22, 2009). | |
2.8
|
Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 3.1 of the Form 6-K filed on September 24, 2009). | |
2.9
|
Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 3.1 of the Form 6-K filed on February 4, 2010). | |
2.10
|
Certificate of Designation, Preferences and Rights of Series E Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 1.1 of the Form 6-K filed on November 15, 2010). | |
2.11
|
Certificate of Designation, Preferences and Rights of Series F Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 1.1 of the Form 6-K filed on December 22, 2010). | |
4.1
|
2006 Employee, Director and Consultant Stock Plan (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on May 16, 2007). | |
4.2
|
Fourteenth Supplemental Indenture, dated as of June 4, 2008 (Incorporated by reference to Exhibit 99.1 of the Form 6-K filed on June 13, 2008). | |
4.3
|
Fifteenth Supplemental Indenture, dated as of June 4, 2008 (Incorporated by reference to Exhibit 99.2 of the Form 6-K filed on June 13, 2008). | |
4.4
|
Financial Agreement, dated as of March 31, 2008, between Nauticler S.A. and Marfin Egnatia Bank, S.A. (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on June 13, 2008). | |
4.5
|
Facility Agreement, dated as of June 24, 2008, with Navios Maritime Holdings Inc. as a guarantor, for a loan amount up to $133.0 million (Incorporated by reference to Exhibit 99.1 to the Form 6-K filed on July 14, 2008). | |
4.6
|
Sixteenth Supplemental Indenture, dated as of August 4, 2008 (Incorporated by reference to Exhibit 99.1 of the Form 6-K filed on September 19, 2008). | |
4.7
|
Seventeenth Supplemental Indenture, dated as of August 4, 2008 (Incorporated by reference to Exhibit 99.2 of the Form 6-K filed on September 19, 2008). | |
4.8
|
Eighteenth Supplemental Indenture, dated as of August 28, 2008 (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on September 19, 2008). | |
4.9
|
Nineteenth Supplemental Indenture, dated as of September 18, 2008 (Incorporated by reference to Exhibit 99.4 of the Form 6-K filed on September 19, 2008). | |
4.10
|
Twentieth Supplemental Indenture, dated as of September 18, 2008 (Incorporated by reference to Exhibit 99.5 of the Form 6-K filed on September 19, 2008). |
3
4.11
|
Twenty-First Supplemental Indenture, dated as of November 10, 2008 (Incorporated by reference to Exhibit 99.1 of the Form 6-K filed on December 10, 2008). | |
4.12
|
Facility Agreement, dated as of November 10, 2008, with Navios Maritime Holdings Inc. as a guarantor, for a loan amount up to $90.0 million (Incorporated by reference to Exhibit 99.2 of the Form 6-K filed on December 10, 2008). | |
4.13
|
Twenty-Second Supplemental Indenture to the Indenture dated December 18, 2006, dated as of February 24, 2009 (Incorporated by reference to Exhibit 99.1 of the Form 6-K filed on May 18, 2009). | |
4.14
|
Loan Agreement, dated March 26, 2009, among Surf Maritime Co., Pueblo Holdings Ltd., Ginger Services Co. and Marfin Egnatia Bank S.A. (Incorporated by reference to Exhibit 99.2 of the Form 6-K filed on May 18, 2009). | |
4.15
|
Financial Agreement, dated March 20, 2009, between Nauticler S.A. and Marfin Popular Bank Public Co., Ltd. (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on May 18, 2009). | |
4.16
|
Third Supplemental Agreement in relation to the Facility Agreement dated February 1, 2007, dated March 23, 2009 (Incorporated by reference to Exhibit 99.4 of the Form 6-K filed on May 18, 2009). | |
4.17
|
Amendment to Share Purchase Agreement, dated June 29, 2009, between Anemos Maritime Holdings Inc. and Navios Maritime Partners L.P. (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on July 7, 2009). | |
4.18
|
Amendment to Omnibus Agreement, dated June 29, 2009, among Navios Maritime Holdings Inc., Navios GP L.L.C., Navios Maritime Operating L.L.C., and Navios Maritime Partners L.P. (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on July 7, 2009). | |
4.19
|
Facility Agreement for $240.0 million, dated June 24, 2009, among the Borrowers listed therein and Commerzbank AG (Incorporated by reference to Exhibit 10.3 of the Form 6-K filed on July 7, 2009). | |
4.20
|
Twenty-Third Supplemental Indenture, dated as of July 2, 2009 (Incorporated by reference to Exhibit 99.1 of the Form 6-K filed on August 5, 2009). | |
4.21
|
Twenty-Fourth Supplemental Indenture, dated as of July 14, 2009 (Incorporated by reference to Exhibit 99.2 of the Form 6-K filed on August 5, 2009). | |
4.22
|
Supplemental Agreement in relation to the Facility Agreement dated December 11, 2007, dated July 10, 2009, among Chilali Corp., Rumer Holdings Ltd. and Emporiki Bank of Greece S.A. with Navios Maritime Holdings Inc. as guarantor (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on August 5, 2009). | |
4.23
|
Amended and Restated Loan Agreement in respect of a loan facility of up to $120.0 million, dated May 25, 2009 with Navios Maritime Holdings Inc. as guarantor (Incorporated by reference to Exhibit 99.2 of the Form 6-K filed on October 8, 2009). | |
4.24
|
Supplemental Agreement in relation to the Amended and Restated Loan Agreement dated May 25, 2009, dated July 16, 2009 (Incorporated by reference to Exhibit 99.1 of the Form 6-K filed on October 8, 2009). | |
4.25
|
Second Supplemental Agreement in relation to the Facility Agreement dated December 11, 2007, dated August 28, 2009 (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on October 8, 2009). | |
4.26
|
Facility Agreement for $66.5 million, dated August 28, 2009, with Navios Maritime Holdings Inc. as guarantor (Incorporated by reference to Exhibit 99.4 of the Form 6-K filed on October 8, 2009). | |
4.27
|
Facility Agreement for $75.0 million, dated August 28, 2009, with Navios Maritime Holdings Inc. as guarantor (Incorporated by reference to Exhibit 99.5 of the Form 6-K filed on October 8, 2009). | |
4.28
|
Twenty-Fifth Supplemental Indenture, dated September 8, 2009 (Incorporated by reference to Exhibit 99.6 of the Form 6-K filed on October 8, 2009). | |
4.29
|
Loan Agreement for up to $110.0 million, dated October 23, 2009, with Navios Maritime Holdings Inc. as guarantor (Incorporated by reference to Exhibit 99.1 of the Form 6-K filed on November 10, 2009 (Film No. 091172561)). | |
4.30
|
Indenture relating to 87/8% First Priority Ship Mortgage Notes due 2017, dated November 2, 2009, among Navios Maritime Holdings Inc., Navios Maritime Finance (US) Inc. and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on November 10, 2009 (Film No. 091172624)). |
4
4.31
|
Registration Rights Agreement, dated as of November 2, 2009 (Incorporated by reference to Exhibit 99.4 of the Form 6-K filed on November 10, 2009 (Film No. 091172624)). | |
4.32
|
First Supplemental Indenture to the indenture dated November 2, 2009, dated as of January 29, 2010 (Incorporated by reference to Exhibit 99.6 of the Form 6-K filed on February 17, 2010). | |
4.33
|
Twenty-Seventh Supplemental Indenture dated as of January 29, 2010 (Incorporated by reference to Exhibit 99.6 of the Form 6-K filed on February 17, 2010). | |
4.34
|
Twenty-Sixth Supplemental Indenture dated as of October 23, 2009 (Incorporated by reference to Exhibit 99.6 of the Form 6-K filed on February 17, 2010). | |
4.35
|
Credit Agreement, dated as of April 7, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on April 8, 2010). | |
4.36
|
Credit Agreement, dated as of April 8, 2010 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on April 8, 2010). | |
4.37
|
Second Supplemental Indenture, dated as of March 30, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on April 21, 2010). | |
4.38
|
Third Supplemental Indenture, dated as of April 7, 2010 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on April 21, 2010). | |
4.39
|
Twenty-Eighth Supplemental Indenture, dated as of March 19, 2010 (Incorporated by reference to Exhibit 10.3 of the Form 6-K filed on April, 2010). | |
4.40
|
Twenty-Ninth Supplemental Indenture, dated as of April 7, 2010 (Incorporated by reference to Exhibit 10.4 of the Form 6-K filed on April, 2010). | |
4.41
|
Fourth Supplemental Agreement, dated as of January 8, 2010 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on May 18, 2010). | |
4.42
|
Fifth Supplemental Agreement, dated as of April 28, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on May 18, 2010). | |
4.43
|
Fourth Supplemental Agreement, dated as of June 7, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on June 17, 2010). | |
4.44
|
Fifth Supplemental Agreement, dated as of June 7, 2010 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on June 17, 2010). | |
4.45
|
Facility Agreement for $40.0 million, dated as of August 20, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on September 1, 2010). | |
4.46
|
Loan Agreement for $40.0 million with Navios Maritime Acquisition Corporation, dated as of September 7, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on October 14, 2010). | |
4.47
|
Letter Amendment, dated as of September 24, 2010 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on October 14, 2010). | |
4.48
|
Facility Agreement of up to $40.0 million dated as of September 30, 2010 (Incorporated by reference to Exhibit 10.3 of the Form 6-K filed on October 14, 2010). | |
4.49
|
Amended and Restated Loan Agreement for $120.0 million (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on November 15, 2010). | |
4.50
|
Fifth Supplemental Indenture, dated as of August 10, 2010 (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on February 1, 2011). | |
4.51
|
Thirty-First Supplemental Indenture, dated as of August 10, 2010 (Incorporated by reference to Exhibit 10.3 of the Form 6-K filed on February 1, 2011). |
5
4.52
|
Sixth Supplemental Indenture, dated as of January 28, 2011 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on February 1, 2011). | |
4.53
|
Indenture for the 81/2 % Senior Notes due 2019, dated as of January 28, 2011 (Incorporated by reference to Exhibit 4.1 of the Form 6-K filed on February 1, 2011). | |
4.54
|
Thirty-Second Supplemental Indenture, dated as of January 28, 2011 (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on February 1, 2011). | |
4.55
|
Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of June 24, 2009, for $240.0 million (Incorporated by reference to Exhibit 10.1 of the Form 6-K filed on February 4, 2011). | |
4.56
|
Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of September 30, 2010, for $40.0 million (Incorporated by reference to Exhibit 10.2 of the Form 6-K filed on February 4, 2011). | |
4.57
|
Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of December 11, 2007 (as amended), for $154.0 million (Incorporated by reference to Exhibit 10.3 of the Form 6-K filed on February 4, 2011). | |
4.58
|
Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of August 28, 2009 (as amended), for $75.0 million (Incorporated by reference to Exhibit 10.4 of the Form 6-K filed on February 4, 2011). | |
4.59
|
Supplemental Agreement dated January 28, 2011 relating to the Amended and Restated Loan Agreement, dated as of October 27, 2010, in respect of a loan facility of up to $120.0 million (Incorporated by reference to Exhibit 10.5 of the Form 6-K filed on February 4, 2011). | |
4.60
|
Supplemental Agreement dated January 28, 2011 relating to the Loan Agreement, dated as of October 23, 2009 (as amended), for a revolving credit facility of up to $110.0 million (Incorporated by reference to Exhibit 10.6 of the Form 6-K filed on February 4, 2011). | |
4.61
|
Sixth Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of February 1, 2007 (as amended), for a term loan facility of up to $280.0 million (Incorporated by reference to Exhibit 10.7 of the Form 6-K filed on February 4, 2011). | |
4.62
|
Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of August 20, 2010, for a term loan facility of up to $40.0 million (Incorporated by reference to Exhibit 10.8 of the Form 6-K filed on February 4, 2011). | |
4.63
|
Supplemental Agreement dated January 28, 2011 relating to the Facility Agreement, dated as of August 28, 2009 (as amended), for a term loan facility of up to $66.5 million (Incorporated by reference to Exhibit 10.9 of the Form 6-K filed on February 4, 2011). | |
8.1
|
List of subsidiaries.* | |
12.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. | |
12.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. | |
13.1
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. | |
15.1
|
Consent of PricewaterhouseCoopers S.A. | |
15.2
|
Consent of PricewaterhouseCoopers S.A.* | |
15.3
|
Financial Statements of Navios Maritime Partners L.P. for the year ended December 31, 2010.* |
* Filed previously.
6
Navios Maritime Holdings Inc. |
||||
By: | /s/ Angeliki Frangou | |||
Name: | Angeliki Frangou | |||
Title: | Chairman and Chief Executive Officer | |||
7
Page | ||||
NAVIOS MARITIME HOLDINGS INC. |
||||
F-2 | ||||
F-3 | ||||
F-5 | ||||
F-6 | ||||
F-8 | ||||
F-9 |
F-1
F-2
December 31, | December 31, | |||||||||||
Notes | 2010 | 2009 | ||||||||||
ASSETS |
||||||||||||
Current assets |
||||||||||||
Cash and cash equivalents |
4, 12 | $ | 207,410 | $ | 173,933 | |||||||
Restricted cash |
2, 11, 12 | 34,790 | 107,158 | |||||||||
Accounts receivable, net |
5 | 70,388 | 78,504 | |||||||||
Short-term derivative assets |
12 | 1,420 | 38,382 | |||||||||
Due from affiliate companies |
16 | 2,603 | 1,973 | |||||||||
Prepaid expenses and other current assets |
6 | 33,354 | 27,730 | |||||||||
Total current assets |
349,965 | 427,680 | ||||||||||
Deposit for vessel acquisitions |
7 | 377,524 | 344,515 | |||||||||
Vessels, port terminal and other fixed assets, net |
7, 24 | 2,249,677 | 1,577,741 | |||||||||
Long-term derivative assets |
12 | 149 | 8,181 | |||||||||
Restricted cash |
2 | 18,787 | | |||||||||
Deferred financing costs, net |
2 | 37,755 | 25,685 | |||||||||
Deferred dry dock and special survey costs, net |
12,007 | 5,953 | ||||||||||
Investments in leased assets |
| 18,431 | ||||||||||
Investments in affiliates |
9, 16 | 18,695 | 13,042 | |||||||||
Investments in available for sale securities |
7, 9, 16, 24 | 99,078 | 46,314 | |||||||||
Other long term assets |
10,370 | 19,153 | ||||||||||
Intangibles other than goodwill |
8 | 327,703 | 300,571 | |||||||||
Goodwill |
3 | 175,057 | 147,916 | |||||||||
Total non-current assets |
3,326,802 | 2,507,502 | ||||||||||
Total assets |
$ | 3,676,767 | $ | 2,935,182 | ||||||||
LIABILITIES AND EQUITY |
||||||||||||
Current liabilities |
||||||||||||
Accounts payable |
$ | 49,496 | $ | 61,990 | ||||||||
Dividends payable |
2 | 7,214 | 6,052 | |||||||||
Accrued expenses |
10 | 62,417 | 48,030 | |||||||||
Deferred income and cash received in advance |
16 | 17,682 | 9,529 | |||||||||
Short term derivative liability |
12 | 245 | 10,675 | |||||||||
Capital lease obligations |
7 | 1,252 | | |||||||||
Current portion of long term debt |
11 | 63,297 | 59,804 | |||||||||
Total current liabilities |
201,603 | 196,080 | ||||||||||
Senior and ship mortgage notes, net of discount |
11 | 1,093,787 | 693,049 | |||||||||
Long term debt, net of current portion |
11 | 918,826 | 869,853 | |||||||||
Capital lease obligations, net of current portion |
7 | 31,009 | | |||||||||
Unfavorable lease terms |
8 | 56,875 | 59,203 | |||||||||
Other long term liabilities and deferred income |
16 | 36,020 | 33,470 | |||||||||
Deferred tax liability |
2, 22 | 21,104 | 22,777 | |||||||||
Total non-current liabilities |
2,157,621 | 1,678,352 | ||||||||||
Total liabilities |
2,359,224 | 1,874,432 | ||||||||||
Commitments and contingencies |
14 | | | |||||||||
Stockholders equity |
||||||||||||
Preferred Stock $0.0001 par value, authorized
1,000,000 shares, 8,479 and 8,201 issued and
outstanding as of December 31, 2010 and December
31, 2009, respectively |
| |
F-3
December 31, | December 31, | |||||||||||
Notes | 2010 | 2009 | ||||||||||
Common stock $0.0001 par value, authorized 250,000,000 shares,
issued and outstanding 101,563,766 and 100,874,199, as of
December 31, 2010 and 2009, respectively |
10 | 10 | ||||||||||
Additional paid-in capital |
531,265 | 533,729 | ||||||||||
Accumulated other comprehensive income |
32,624 | 15,156 | ||||||||||
Retained earnings |
495,684 | 376,585 | ||||||||||
Total Navios Holdings stockholders equity |
1,059,583 | 925,480 | ||||||||||
Noncontrolling interest |
23 | 257,960 | 135,270 | |||||||||
Total stockholdersequity |
1,317,543 | 1,060,750 | ||||||||||
Total liabilities and stockholdersequity |
$ | 3,676,767 | $ | 2,935,182 | ||||||||
F-4
Year Ended | Year Ended | Year Ended | ||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||||
Note | 2010 | 2009 | 2008 | |||||||||||||
Revenue |
20 | $ | 679,918 | $ | 598,676 | $ | 1,246,062 | |||||||||
Time charter, voyage and logistic business
expenses |
(336,558 | ) | (353,838 | ) | (1,066,239 | ) | ||||||||||
Direct vessel expenses |
(47,109 | ) | (31,454 | ) | (26,621 | ) | ||||||||||
General and administrative expenses |
(58,604 | ) | (43,897 | ) | (37,047 | ) | ||||||||||
Depreciation and amortization |
7, 8 | (101,793 | ) | (73,885 | ) | (57,062 | ) | |||||||||
Provision for losses on accounts receivable |
5 | (4,660 | ) | (2,237 | ) | (2,668 | ) | |||||||||
Interest income from investments in finance leases |
877 | 1,330 | 2,185 | |||||||||||||
Interest income |
3,642 | 1,699 | 7,753 | |||||||||||||
Interest expense and finance cost, net |
18 | (106,022 | ) | (63,618 | ) | (49,128 | ) | |||||||||
Gain on derivatives |
12 | 4,064 | 375 | 8,092 | ||||||||||||
Gain on sale of assets/partial sale of subsidiary |
19 | 55,432 | 20,785 | 27,817 | ||||||||||||
Gain on change in control |
16 | 17,742 | | | ||||||||||||
Other income |
9,472 | 6,749 | 948 | |||||||||||||
Other expense |
(11,303 | ) | (20,508 | ) | (7,386 | ) | ||||||||||
Income before equity in net earnings of
affiliated companies |
$ | 105,098 | $ | 40,177 | $ | 46,706 | ||||||||||
Equity in net earnings of affiliated companies |
9, 16 | 40,585 | 29,222 | 17,431 | ||||||||||||
Income before taxes |
$ | 145,683 | $ | 69,399 | $ | 64,137 | ||||||||||
Income tax (expense)/benefit |
2, 22 | (414 | ) | 1,565 | 56,113 | |||||||||||
Net income |
$ | 145,269 | $ | 70,964 | $ | 120,250 | ||||||||||
Less: Net loss/(income) attributable to the
noncontrolling interest |
23 | 488 | (3,030 | ) | (1,723 | ) | ||||||||||
Net income attributable to Navios Holdings common
stockholders |
$ | 145,757 | $ | 67,934 | $ | 118,527 | ||||||||||
Basic earnings per share attributable to Navios
Holdings common stockholders |
$ | 1.43 | $ | 0.68 | $ | 1.14 | ||||||||||
Weighted average number of shares, basic |
21 | 100,518,880 | 99,924,587 | 104,343,083 | ||||||||||||
Diluted earnings per share attributable to Navios
Holdings common stockholders |
$ | 1.24 | $ | 0.65 | $ | 1.10 | ||||||||||
Weighted average number of shares, diluted |
21 | 116,182,356 | 105,194,659 | 107,344,748 | ||||||||||||
F-5
Year Ended | Year Ended | Year Ended | ||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||||
Note | 2010 | 2009 | 2008 | |||||||||||||
OPERATING ACTIVITIES: |
||||||||||||||||
Net income |
$ | 145,269 | $ | 70,964 | $ | 120,250 | ||||||||||
Adjustments to reconcile net income to net cash
provided by/(used in) operating activities: |
||||||||||||||||
Depreciation and amortization |
7, 8 | 101,793 | 73,885 | 57,062 | ||||||||||||
Amortization and write-off of deferred financing
cost |
11,752 | 6,682 | 2,077 | |||||||||||||
Amortization of deferred dry dock costs |
3,306 | 2,441 | 1,933 | |||||||||||||
Provision for losses on accounts receivable |
5 | 4,660 | 2,237 | 2,668 | ||||||||||||
Unrealized loss/(gain) on FFA derivatives |
12 | 19,903 | (1,674 | ) | 8,220 | |||||||||||
Unrealized (gain)/loss on warrants |
12 | (5,888 | ) | (5,863 | ) | 5,282 | ||||||||||
Unrealized loss on available for sale securities |
24 | | 13,778 | | ||||||||||||
Unrealized (gain)/loss on interest rate swaps |
12 | (1,133 | ) | (1,774 | ) | 1,874 | ||||||||||
Share based compensation and consultancy fees |
13 | 8,095 | 2,187 | 2,694 | ||||||||||||
Gains on sale of assets/partial sale of subsidiary |
19, 16 | (55,432 | ) | (20,785 | ) | (27,817 | ) | |||||||||
Gain on repurchase of convertible bond |
11 | (3,799 | ) | | | |||||||||||
Gain on change in control |
16 | (17,742 | ) | | | |||||||||||
Income tax expense/(benefit) |
2, 22 | 414 | (1,565 | ) | (56,113 | ) | ||||||||||
Compensation income |
| (6,082 | ) | | ||||||||||||
Earnings in affiliates and joint ventures, net of
dividends received |
9, 16 | (5,844 | ) | (1,355 | ) | (4,517 | ) | |||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Decrease in restricted cash |
3,855 | 11,078 | 65,839 | |||||||||||||
Decrease in accounts receivable |
3,465 | 29,082 | 2,473 | |||||||||||||
Decrease/ (increase) in prepaid expenses and other
assets |
2,770 | (9,465 | ) | 16,704 | ||||||||||||
(Increase)/decrease in due from affiliates |
(630 | ) | (296 | ) | 2,781 | |||||||||||
Decrease in accounts payable |
(11,445 | ) | (10,610 | ) | (42,154 | ) | ||||||||||
Increase/(decrease) in accrued expenses |
(1,927 | ) | 12,306 | (10,584 | ) | |||||||||||
Decrease in deferred voyage revenue |
(2,104 | ) | (5,172 | ) | (19,737 | ) | ||||||||||
(Decrease)/increase in other long term liabilities |
(15,123 | ) | (11,659 | ) | 13,627 | |||||||||||
Increase/(decrease) in derivative accounts |
12 | 7,612 | 71,633 | (167,297 | ) | |||||||||||
Payments for dry dock and special survey costs |
(9,337 | ) | (3,522 | ) | (3,653 | ) | ||||||||||
Net cash provided by/(used in) operating activities |
$ | 182,490 | $ | 216,451 | $ | (28,388 | ) | |||||||||
INVESTING ACTIVITIES: |
||||||||||||||||
Acquisition of subsidiary, net of cash acquired |
3 | (98,913 | ) | (369 | ) | (107,569 | ) | |||||||||
Deposits in escrow in connection with acquisition of
subsidiary |
3 | | | (2,500 | ) | |||||||||||
Proceeds from sale of assets |
19 | 484,082 | 66,600 | 70,088 | ||||||||||||
Decrease/(increase) in restricted cash |
11 | 67,659 | (90,878 | ) | | |||||||||||
Receipts from finance lease |
180 | 567 | 4,843 | |||||||||||||
Deposits for vessel acquisitions |
7 | (343,243 | ) | (238,810 | ) | (197,853 | ) | |||||||||
Acquisition of vessels |
7 | (222,773 | ) | (512,760 | ) | (118,814 | ) | |||||||||
Purchase of property and equipment |
7 | (16,761 | ) | (26,888 | ) | (100,832 | ) | |||||||||
Net cash used in investing activities |
$ | (129,769 | ) | $ | (802,538 | ) | $ | (452,637 | ) | |||||||
F-6
Year Ended | Year Ended | Year Ended | ||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||||
Note | 2010 | 2009 | 2008 | |||||||||||||
FINANCING ACTIVITIES: |
||||||||||||||||
Proceeds from long-term loans |
11 | 466,634 | 621,270 | 314,827 | ||||||||||||
Proceeds from ship mortgage and senior notes, net of
discount |
11 | 400,000 | 394,412 | | ||||||||||||
Repayment of long term debt and payment of principal |
11 | (804,397 | ) | (333,952 | ) | (52,563 | ) | |||||||||
Proceeds from warrant exercise |
(2,060 | ) | | | ||||||||||||
Debt issuance costs |
(23,458 | ) | (18,097 | ) | (2,310 | ) | ||||||||||
Decrease/(increase) in restricted cash |
17,662 | (9,500 | ) | | ||||||||||||
Dividends/Contributions from noncontrolling shareholders |
(470 | ) | 563 | | ||||||||||||
Repurchase of preferred stock |
17 | (49,016 | ) | | | |||||||||||
Preferred shares issuance costs |
(1,819 | ) | | | ||||||||||||
Repurchase of convertible bond |
11 | (29,100 | ) | | | |||||||||||
Issuance of common stock |
17 | 415 | | 6,749 | ||||||||||||
Dividends paid |
(27,037 | ) | (27,583 | ) | (28,588 | ) | ||||||||||
Proceeds from equity offering, net of fees |
17 | 33,402 | | | ||||||||||||
Acquisition of treasury stock |
17 | | (717 | ) | (51,033 | ) | ||||||||||
Net cash (used in)/provided by financing activities |
(19,244 | ) | 626,396 | 187,082 | ||||||||||||
Increase/(decrease) in cash and cash equivalents |
33,477 | 40,309 | (293,943 | ) | ||||||||||||
Cash and cash equivalents, beginning of year |
173,933 | 133,624 | 427,567 | |||||||||||||
Cash and cash equivalents, end of year |
$ | 207,410 | $ | 173,933 | $ | 133,624 | ||||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
||||||||||||||||
Cash paid for interest |
$ | 94,742 | $ | 58,224 | $ | 48,570 | ||||||||||
Cash paid for income taxes |
$ | 485 | $ | 2,238 | $ | 2,553 | ||||||||||
Non-cash investing and financing activities |
||||||||||||||||
Issuance of convertible debt in connection with the
acquisition of vessels see Note 7 and 11 |
$ | | $ | 31,673 | $ | | ||||||||||
Issuance of preferred stock in connection with the
acquisition of vessels see Note 7 and 17 |
$ | 69,301 | $ | 40,284 | $ | | ||||||||||
Equity in net earnings of affiliated companies see Note 9
and 16 |
$ | 40,585 | $ | 29,222 | $ | 17,431 | ||||||||||
Dividends declared but not paid see Note 2 |
$ | 7,214 | $ | 6,052 | $ | 9,096 | ||||||||||
Shares released to the shareholders of Horamar see Note 3 |
$ | 10,869 | $ | | $ | 11,638 | ||||||||||
For investments in available for sale securities see Note 24 |
$ | 35,297 | $ | | $ | 44,936 | ||||||||||
Debt assumed in connection with acquisitions of businesses
see Note 11 |
$ | 543,438 | $ | 804 | $ | 11,665 | ||||||||||
Capitalized deferred financing costs into vessel cost |
$ | 590 | $ | 125 | $ | 9 | ||||||||||
Capital lease obligations |
$ | 34,033 | $ | | $ | | ||||||||||
Consultancy fees |
$ | 5,619 | $ | | $ | | ||||||||||
Contribution from non controlling shareholders |
$ | 2,237 | $ | | $ | |
F-7
Accumulated | ||||||||||||||||||||||||||||||||||||||||
Number of | Number of | Additional | Other | Total | ||||||||||||||||||||||||||||||||||||
Preferred | Preferred | Common | Common | Paid-in | Retained | Comprehensive | Navios Holdings | Noncontrolling | ||||||||||||||||||||||||||||||||
Shares | Stock | Shares | Stock | Capital | Earnings | Income/(Loss) | Stockholders Equity | Interest | Total Equity | |||||||||||||||||||||||||||||||
Balance December 31, 2007 |
| $ | | 106,412,429 | $ | 11 | $ | 536,306 | $ | 252,826 | $ | (19,939 | ) | $ | 769,204 | $ | | $ | 769,204 | |||||||||||||||||||||
Net income |
| | | | | 118,527 | | 118,527 | 1,723 | 120,250 | ||||||||||||||||||||||||||||||
Other comprehensive income/(loss): |
||||||||||||||||||||||||||||||||||||||||
- Unrealized holding losses on investments
in-available-for-sale securities |
| | | | | | (22,578 | ) | (22,578 | ) | | (22,578 | ) | |||||||||||||||||||||||||||
- Reclassification to earnings |
| | | | | | 19,939 | 19,939 | 19,939 | |||||||||||||||||||||||||||||||
Total comprehensive income |
| | | | | | | 115,888 | 1,723 | 117,611 | ||||||||||||||||||||||||||||||
Issuance of common stock (Note 17) |
| | 1,351,368 | | 6,756 | | | 6,756 | | 6,756 | ||||||||||||||||||||||||||||||
Acquisition of Horamar |
| | | | | | | | 96,186 | 96,186 | ||||||||||||||||||||||||||||||
Noncontrolling interests in subsidiaries of Horamar |
| | | | | | | | 31,050 | 31,050 | ||||||||||||||||||||||||||||||
Acquisition of treasury shares (Note 17) |
| | (7,534,870 | ) | (1 | ) | (51,032 | ) | | | (51,033 | ) | | (51,033 | ) | |||||||||||||||||||||||||
Stock based compensation expenses (Note 17) |
| | 259,857 | | 2,689 | | | 2,689 | | 2,689 | ||||||||||||||||||||||||||||||
Dividends declared/paid |
| | | | | (37,684 | ) | | (37,684 | ) | | (37,684 | ) | |||||||||||||||||||||||||||
Balance December 31, 2008 |
| $ | | 100,488,784 | $ | 10 | $ | 494,719 | $ | 333,669 | $ | (22,578 | ) | $ | 805,820 | $ | 128,959 | $ | 934,779 | |||||||||||||||||||||
Net income |
| | | | | 67,934 | | 67,934 | 3,030 | 70,964 | ||||||||||||||||||||||||||||||
Other comprehensive income/(loss): |
||||||||||||||||||||||||||||||||||||||||
- Unrealized holding losses on investments
in-available-for-sale securities |
| | | | | | 23,956 | 23,956 | | 23,956 | ||||||||||||||||||||||||||||||
- Reclassification to earnings |
| | | | | | 13,778 | 13,778 | | 13,778 | ||||||||||||||||||||||||||||||
Total comprehensive income |
| | | | | | | 105,668 | 3,030 | 108,698 | ||||||||||||||||||||||||||||||
Contribution from noncontrolling shareholders |
| | | | | | | | 2,801 | 2,801 | ||||||||||||||||||||||||||||||
Acquisition of Hidronave S.A. |
| | | | | | | | 480 | 480 | ||||||||||||||||||||||||||||||
Acquisition of treasury shares (Note 17) |
| | (331,900 | ) | | (717 | ) | | | (717 | ) | | (717 | ) | ||||||||||||||||||||||||||
Issuance of Preferred Stock (Note 17) |
8,701 | | | | 35,127 | | | 35,127 | | 35,127 | ||||||||||||||||||||||||||||||
Conversion of Preferred Stock |
(500 | ) | 357,142 | 2,448 | | | 2,448 | | 2,448 | |||||||||||||||||||||||||||||||
Stock based compensation expenses (Note 17) |
| | 360,173 | | 2,152 | | | 2,152 | | 2,152 | ||||||||||||||||||||||||||||||
Dividends declared/ paid |
| | | | | (25,018 | ) | | (25,018 | ) | | (25,018 | ) | |||||||||||||||||||||||||||
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 |
| | | | | 145,757 | | 145,757 | (488 | ) | 145,269 | |||||||||||||||||||||||||||||
Other comprehensive income/(loss): |
| | | | ||||||||||||||||||||||||||||||||||||
- Unrealized holding gains on investments in
available-for-sale securities |
| | | | | | 17,468 | 17,468 | | 17,468 | ||||||||||||||||||||||||||||||
Total comprehensive income |
| | | | | | | 163,225 | (488 | ) | 162,737 | |||||||||||||||||||||||||||||
Consolidation of Navios Acquisition |
| | | | | | | | 65,157 | 65,157 | ||||||||||||||||||||||||||||||
Navios Acquisition consultancy fees |
| | | | | | | | 5,619 | 5,619 | ||||||||||||||||||||||||||||||
Navios Acquisition equity issuance and warrant exercise(net
of $3,364 of program related expenses) including reallocation
adjustments |
| | | | (23,945 | ) | | | (23,945 | ) | 50,530 | 26,585 | ||||||||||||||||||||||||||||
Navios Acquisition equity consideration for VLCC
acquisition (Note 3) |
| | | | | | | | 10,744 | 10,744 | ||||||||||||||||||||||||||||||
Navios Acquisition dividends paid |
| | | | | | | | (1,120 | ) | (1,120 | ) | ||||||||||||||||||||||||||||
Navios Logistics release of escrow shares (Note 3) |
| | | | | | | | 10,869 | 10,869 | ||||||||||||||||||||||||||||||
Navios Logistics dividends to noncontrolling shareholders |
| | | | | | | | (470 | ) | (470 | ) | ||||||||||||||||||||||||||||
Navios Logistics reallocation of non-controlling interest |
| | | | | | | | (19,501 | ) | (19,501 | ) | ||||||||||||||||||||||||||||
Navios Logistics equity issuance |
| | | | | | | | 1,350 | 1,350 | ||||||||||||||||||||||||||||||
Repurchase of preferred stock (including expenses of $318)
(Note 17) |
(13,132 | ) | | | | (49,016 | ) | | | (49,016 | ) | | (49,016 | ) | ||||||||||||||||||||||||||
Issuance of Preferred Stock (Note 17) |
13,410 | | | | 67,633 | | | 67,633 | | 67,633 | ||||||||||||||||||||||||||||||
Stock-based compensation (Note 17) |
| | 689,567 | | 2,864 | | | 2,864 | | 2,864 | ||||||||||||||||||||||||||||||
Dividends declared |
| | | | | (26,658 | ) | | (26,658 | ) | | (26,658 | ) | |||||||||||||||||||||||||||
Balance December 31, 2010 |
8,479 | $ | | 101,563,766 | $ | 10 | $ | 531,265 | $ | 495,684 | $ | 32,624 | $ | 1,059,583 | $ | 257,960 | $ | 1,317,543 | ||||||||||||||||||||||
F-8
F-9
F-10
(a) | Basis of presentation: The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). Where necessary, comparative figures have been reclassified to conform to changes in presentation in the current year. | |
(b) | Change in accounting policy: In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards for Noncontrolling Interests in Consolidated Financial Statements, according to which accounting and reporting for noncontrolling interests will be characterized as noncontrolling interests and classified as a component of equity. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This Statement applies to all entities that prepare consolidated financial statements, except not-for profit organizations, but affects only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that consolidate a subsidiary that have an outstanding noncontrolling interest. The guidance was effective for Navios Holdings as of January 1, 2009 and as a result the Company has adopted the presentation of noncontrolling interests in the consolidated balance sheets, consolidated statements of income, consolidated statements of cash flows, consolidated statement of changes in equity and Note 23. | |
(c) | Principles of consolidation: The accompanying consolidated financial statements include the accounts of Navios Holdings and its majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidated statements. | |
The Company also consolidates entities that are determined to be variable interest entities as defined in the accounting guidance, if it determines that it is the primary beneficiary. A variable interest entity is defined as a legal entity where either (a) equity interest holders as a group lack the characteristics of a controlling financial interest, including decision making ability and an interest in the entitys residual risks and rewards, or (b) the equity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support, or (c) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entitys activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. |
F-11
Effective | ||||||||||||
Nature / | Ownership | Country of | Statement of operations | |||||||||
Company Name | Vessel Name | Interest | Incorporation | 2010 | 2009 | 2008 | ||||||
Navios Maritime Holdings Inc. |
Holding Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Navios Corporation |
Sub-Holding Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Navios International Inc. |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Navimax Corporation |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Navios Handybulk Inc. |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Hestia Shipping Ltd. |
Operating Company | 100% | Malta | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Anemos Maritime Holdings Inc. |
Sub-Holding Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Navios ShipManagement Inc. |
Management Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
NAV Holdings Limited |
Sub-Holding Company | 100% | Malta | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Kleimar N.V. |
Operating Company/Vessel Owning Company | 100% | Belgium | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Kleimar Ltd. |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Bulkinvest S.A. |
Operating Company | 100% | Luxembourg | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Primavera Shipping Corporation |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 10/15 12/31 | ||||||
Ginger Services Co. |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 12/22 12/31 | ||||||
Aquis Marine Corp. |
Sub-Holding Company | 100% | Marshall Is. | 3/23 12/31 | | | ||||||
Navios Tankers Management Inc. |
Management Company | 100% | Marshall Is. | 3/24 12/31 | | | ||||||
Navios Maritime Acquisition Corporation |
Sub-Holding Company | 100% | Marshall Is. | | | 3/14 6/30 | ||||||
Astra Maritime Corporation |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 10/15 12/31 | ||||||
Achilles Shipping Corporation |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Apollon Shipping Corporation |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Herakles Shipping Corporation |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Hios Shipping Corporation |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Ionian Shipping Corporation |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Kypros Shipping Corporation |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Meridian Shipping Enterprises Inc. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Mercator Shipping Corporation |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Arc Shipping Corporation |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Horizon Shipping Enterprises Corporation |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Magellan Shipping Corporation |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Aegean Shipping Corporation |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Star Maritime Enterprises Corporation |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Aurora Shipping Enterprises Ltd. |
Vessel Owning Company | 100% | Marshall Is. | | | 1/21 6/30 | ||||||
Corsair Shipping Ltd. |
Vessel Owning Company | 100% | Marshall Is | 1/1 12/31 | 1/1 12/31 | 6/11 12/31 | ||||||
Rowboat Marine Inc. |
Vessel Owning Company | 100% | Marshall Is | 1/1 12/31 | 1/1 12/31 | 6/11 12/31 | ||||||
Hyperion Enterprises Inc. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 1/7 | 1/1 12/31 | 1/1 12/31 | ||||||
Beaufiks Shipping Corporation |
Vessel Owning Company | 100% | Marshall Is | 1/1 12/31 | 1/1 12/31 | 6/19 12/31 | ||||||
Sagittarius Shipping Corporation |
Vessel Owning Company | 100% | Marshall Is. | | 1/1 6/10 | 3/6 12/31 | ||||||
Nostos Shipmanagement Corp. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
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 (1) |
Vessel Owning Company | 100% | Marshall Is. | 3/18 5/27 | | | ||||||
Antiparos Shipping Corporation (1) |
Vessel Owning Company | 100% | Marshall Is. | 3/18 5/27 | | |
F-12
Effective | ||||||||||||
Nature / | Ownership | Country of | Statement of operations | |||||||||
Company Name | Vessel Name | Interest | Incorporation | 2010 | 2009 | 2008 | ||||||
Ikaria Shipping Corporation (1) |
Vessel Owning Company | 100% | Marshall Is. | 3/18 5/27 | | | ||||||
Kos Shipping Corporation (1) |
Vessel Owning Company | 100% | Marshall Is. | 3/18 5/27 | | | ||||||
Mytilene Shipping Corporation (1) |
Vessel Owning Company | 100% | Marshall Is. | 3/18 5/27 | | | ||||||
Skiathos Shipping Corporation (1) |
Vessel Owning Company | 100% | Marshall Is. | 3/18 5/27 | | | ||||||
Syros Shipping Corporation (1) |
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 (1) |
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 (1) |
Vessel Owning Company | 100% | Marshall Is. | 3/18 5/27 | | | ||||||
Crete Shipping Corporation (1) |
Vessel Owning Company | 100% | Marshall Is. | 3/18 5/27 | | | ||||||
Rhodes Shipping Corporation (1) |
Vessel Owning Company | 100% | Marshall Is. | 3/18 5/27 | | | ||||||
Tinos Shipping Corporation (1) |
Vessel Owning Company | 100% | Marshall Is. | 3/18 5/27 | | | ||||||
Portorosa Marine Corporation |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Shikhar Ventures S.A |
Vessel Owning Company | 100% | Liberia | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Sizzling Ventures Inc. |
Operating Company | 100% | Liberia | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Rheia Associates Co. |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Taharqa Spirit Corp. |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Rumer Holding Ltd. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Chilali Corp. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 3/17 | 1/1 12/31 | 1/1 12/31 | ||||||
Pharos Navigation S.A. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Pueblo Holdings Ltd. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 8/8 12/31 | ||||||
Surf Maritime Co. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 5/19 | 1/1 12/31 | 8/8 12/31 | ||||||
Quena Shipmanagement Inc. |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 7/29 12/31 | ||||||
Orbiter Shipping Corp. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Aramis Navigation (2) |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 12/14 12/31 | | ||||||
White Narcissus Marine S.A. |
Vessel Owning Company | 100% | Panama | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Navios G.P. L.L.C. |
Operating Company | 100% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Pandora Marine Inc. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 11/14 | 6/11-12/31 | | ||||||
Floral Marine Ltd. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 6/11 12/31 | | ||||||
Red Rose Shipping Corp. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 6/11-12/31 | | ||||||
Customized Development S.A. |
Vessel Owning Company | 100% | Liberia | 1/1 11/14 | 6/22-12/31 | | ||||||
Highbird Management Inc. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 7/14 12/31 | | ||||||
Ducale Marine Inc. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 6/22-12/31 | | ||||||
Kohylia Shipmanagement S.A. |
Vessel Owning Company | 100% | Marshall Is. | 1/1 12/31 | 7/14 12/31 | | ||||||
Vector Shipping Corporation |
Vessel Owning Company | 100% | Marshall Is. | 2/16 12/31 | | | ||||||
Faith Marine Ltd. (2) |
Vessel Owning Company | 100% | Liberia | 5/19 12/31 | | | ||||||
Navios Maritime Finance (US) Inc. |
Operating Company | 100% | Delaware | 1/1 12/31 | 10/20-12/31 | |
F-13
Effective | ||||||||||||
Nature / | Ownership | Country of | Statement of operations | |||||||||
Company Name | Vessel Name | Interest | Incorporation | 2010 | 2009 | 2008 | ||||||
Navios Maritime Acquisition Corporation and Subsidiaries: | ||||||||||||
Navios Maritime Acquisition Corporation |
Sub-Holding Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Aegean Sea Maritime Holdings Inc. |
Sub-Holding Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Amorgos Shipping Corporation |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Andros Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Antiparos Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Ikaria Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Kos Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Mytilene Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Skiathos Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Syros Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Skopelos Shipping Corporation |
Vessel Owning Company | 53.7% | Cayman Is. | 5/28 12/31 | | | ||||||
Sifnos Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Ios Shipping Corporation |
Vessel Owning Company | 53.7% | Cayman Is. | 5/28 12/31 | | | ||||||
Thera Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Shinyo Dream Limited |
Vessel Owning Company | 53.7% | Hong Kong | 9/10 12/31 | | | ||||||
Shinyo Kannika Limited |
Vessel Owning Company | 53.7% | Hong Kong | 9/10 12/31 | | | ||||||
Shinyo Kieran Limited (1) |
Vessel Owning Company | 53.7% | British Virgin Is. | 9/10 12/31 | | | ||||||
Shinyo Loyalty Limited |
Vessel Owning Company | 53.7% | Hong Kong | 9/10 12/31 | | | ||||||
Shinyo Navigator Limited |
Vessel Owning Company | 53.7% | Hong Kong | 9/10 12/31 | | | ||||||
Shinyo Ocean Limited |
Vessel Owning Company | 53.7% | Hong Kong | 9/10 12/31 | | | ||||||
Shinyo Saowalak Limited |
Vessel Owning Company | 53.7% | British Virgin Is. | 9/10 12/31 | | | ||||||
Crete Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Rhodes Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Tinos Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 5/28 12/31 | | | ||||||
Folegandros Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 10/26 12/31 | | | ||||||
Navios Acquisition Finance (US) Inc |
Operating Company | 53.7% | Delaware | 10/05 12/31 | | | ||||||
Serifos Shipping Corporation (1) |
Vessel Owning Company | 53.7% | Marshall Is. | 10/26 12/31 | | |
F-14
Effective | ||||||||||||
Nature / | Ownership | Country of | Statement of operations | |||||||||
Company Name | Vessel Name | Interest | Incorporation | 2010 | 2009 | 2008 | ||||||
Navios South American Logistics and Subsidiaries: | ||||||||||||
Navios South American Logistics Inc. |
Sub-Holding Company | 63.8% | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Corporacion Navios S.A. |
Operating Company | 63.8% | Uruguay | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Nauticler S.A. |
Sub-Holding Company | 63.8% | Uruguay | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Compania Naviera Horamar S.A. |
Vessel Operating Company/Management Company | 63.8% | Argentina | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Compania de Transporte Fluvial Int S.A. |
Sub-Holding Company | 63.8% | Uruguay | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Ponte Rio S.A. |
Operating Company | 63.8% | Uruguay | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Thalassa Energy S.A. |
Barge Owning Company | 39.9% | Argentina | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
HS Tankers Inc. |
Vessel Owning Company | 32.5% | Panama | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
HS Navegation Inc. |
Vessel Owning Company | 32.5% | Panama | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
HS Shipping Ltd Inc. |
Vessel Owning Company | 39.9% | Panama | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
HS South Inc. |
Vessel Owning Company | 39.9% | Panama | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Mercopar Internacional S.A. (3) |
Sub-Holding Company | 63.8% | Uruguay | | 1/1 12/9 | 1/1 12/31 | ||||||
Nagusa Internacional S.A. (3) |
Sub-Holding Company | 63.8% | Uruguay | | 1/1 12/9 | 1/1 12/31 | ||||||
Hidrovia OSR Internacional S.A. (3) |
Sub-Holding Company | 63.8% | Uruguay | | 1/1 12/9 | 1/1 12/31 | ||||||
Petrovia Internacional S.A. |
Land-Owning Company | 63.8% | Uruguay | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Mercopar S.A. |
Operating/Barge Owning Company | 63.8% | Paraguay | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Navegacion Guarani S.A. |
Operating Barge and Pushboat Owning Company | 63.8% | Paraguay | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Hidrovia OSR S.A. |
Oil Spill Response & Salvage Services/Vessel Owning Company | 63.8% | Paraguay | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Petrovia S.A. (4) |
Shipping Company | 63.8% | Paraguay | | 1/1 1/20 | 1/1 12/31 | ||||||
Mercofluvial S.A. |
Operating Barge and Pushboat Owning Company | 63.8% | Paraguay | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Petrolera San Antonio S.A. (PETROSAN) |
Port Facility Operating Company | 63.8% | Paraguay | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | ||||||
Flota Mercante Paraguaya S.A. (4) |
Shipping Company | 63.8% | Paraguay | | 1/1 2/13 | 1/1 12/31 | ||||||
Compania de Transporte Fluvial S.A. (4) |
Shipping Company | 63.8% | Paraguay | | 1/1 2/13 | 1/1 12/31 | ||||||
Hidrogas S.A. (4) |
Shipping Company | 63.8% | Paraguay | | 1/1 1/20 | 1/1 12/31 | ||||||
Stability Oceanways S.A. |
Operating Barge and Pushboat Owning Company | 63.8% | Panama | 1/1 12/31 | 1/1 12/31 | 4/16 12/31 | ||||||
Hidronave S.A. |
Pushboat Owning Company | 32.5% | Brazil | 1/1 12/31 | 1/11 12/31 | | ||||||
Navarra Shipping Corporation |
Operating Company | 63.8% | Marshall Is. | 4/1 12/31 | | | ||||||
Pelayo Shipping Corporation |
Operating Company | 63.8% | Marshall Is. | 4/1 12/31 | | |
(1) | Each company has the rights over a shipbuilding contract of a tanker vessel. (Note 7) | |
(2) | Each company has the rights over a shipbuilding contract of a dry cargo vessel. (Note 7) | |
(3) | These companies were sold on December 10, 2009 to independent third parties. | |
(4) | During 2009, these companies were merged into other Paraguayan shipping companies within the Navios Logistics group. |
F-15
Nature / | Ownership | Country of | Statement of operations | |||||||||||
Company Name | Vessel Name | Interest | Incorporation | 2010 | 2009 | 2008 | ||||||||
Navios Maritime Partners L.P. (*) |
Sub-Holding Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | |||||||
Navios Maritime Operating L.L.C. (*) |
Operating Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | |||||||
Libra Shipping Enterprises Corporation (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | |||||||
Alegria Shipping Corporation (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | |||||||
Felicity Shipping Corporation (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | |||||||
Gemini Shipping Corporation (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | |||||||
Galaxy Shipping Corporation (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | |||||||
Prosperity Shipping Corporation (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | |||||||
Fantastiks Shipping Corporation (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | |||||||
Aldebaran Shipping Corporation (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | |||||||
Aurora Shipping Enterprises Ltd. (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 1/1 12/31 | 7/1 12/31 | |||||||
Sagittarius Shipping Corporation (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 6/10 12/31 | | |||||||
Palermo Shipping S.A. (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/1 12/31 | 10/29 12/31 | | |||||||
Customized Development S.A. (*) |
Vessel Owning Company | 18.76 | % | Liberia | 11/15 12/31 | | | |||||||
Pandora Marine Inc. (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 11/15 12/31 | | | |||||||
Hyperion Enterprises Inc. (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 1/8 12/31 | | | |||||||
Chilali Corp. (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 03/18 12/31 | | | |||||||
JTC Shipping Trading Ltd. (*) |
Operating Company | 18.76 | % | Malta | 3/18 12/31 | | | |||||||
Surf Maritime Co. (*) |
Vessel Owning Company | 18.76 | % | Marshall Is. | 5/20 12/31 | | | |||||||
Acropolis Chartering & Shipping Inc. |
Brokerage Company | 50 | % | Liberia | 1/1 12/31 | 1/1 12/31 | 1/1 12/31 | |||||||
Navios Maritime Acquisition Corporation |
Sub-Holding Company | 19 | % | Marshall Is. | 1/1 5/27 | 1/1 12/31 | 7/1 12/31 |
(*) | Percentage does not include the ownership of 3,131,415, 1,174,219 and 788,370 common units received in relation to the sale of the Navios Hope, the Navios Aurora II and both the Navios Fulvia and the Navios Melodia, respectively, to Navios Maritime Partners L.P. (Navios Partners) since these are considered available-for-sale securities. |
F-16
(d) | Use of estimates: The preparation of consolidated financial statements in conformity with the accounting principles generally accepted in the United States of America 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. | |
(e) | Cash and cash equivalents: Cash and cash equivalents consist of cash on hand, deposits held on call with banks, and other short-term liquid investments with original maturities of three months or less. | |
(f) | Restricted cash: Restricted cash consists of the restricted portion of derivative base and margin collaterals with NOS ASA, a Norwegian clearing house, and cash retention accounts which are restricted for use as general working capital unless such balances exceed installment and interest payments due to vessels lenders. A portion of the amounts on deposit with NOS ASA and LCH are held as base and margin collaterals on active trades. As of December 31, 2010 and 2009, the restricted balance with NOS ASA was $250 and $471, respectively, and with LCH was $0 and $1,104, respectively. | |
Also included in restricted cash as of December 31, 2010 and 2009 are amounts held as security in the form of letters of guarantee or letters of credit totaling $1,098 and $2,167, respectively. In addition, at each of December 31, 2010 and 2009 restricted cash includes $18,430 and $103,416 (out of which $90,878 was kept in a pledged account and during 2010 was released to the Company subject to nomination of substitute vessels agreed by the bank), respectively. As of December 2010, the amount of $18,430 relates to amounts held in retention account in order to service debt and interest payments, as required by certain of Navios Holdings credit facilities. | ||
Restricted cash consists also of cash reserves totalling $33,261 as of December 31, 2010 relating to Navios Acquisition, held to pay future installments for vessel deposits in accordance with Navios Acquisitions new build program. In addition, restricted cash also includes an amount of $538 held in retention account in order to service debt and interest payments, as required by certain of Navios Acquisitions credit facilities as of December 31, 2010. | ||
(g) | Insurance claims: Insurance claims at each balance sheet date consist of claims submitted and/or claims in the process of compilation or submission (claims pending). They are recorded on the accrual basis and represent the claimable expenses, net of applicable deductibles, incurred through December 31 of each reported period, which are probable to be recovered from insurance companies. Any remaining costs to complete the claims are included in accrued liabilities. The classification of insurance claims into current and non-current assets is based on managements expectations as to their collection dates. | |
(h) | Inventories: Inventories, which are comprised of lubricants and stock provisions on board the owned vessels, are valued at the lower of cost or market value as determined on the first-in first-out basis. | |
(i) | 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 combination would be recorded at fair value on the date of acquisition. Vessels acquired as asset acquisitions would be 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: |
F-17
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 Companys 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 vessels 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. | ||
(j) | Deposits for vessels acquisitions: This represents amounts paid by the Company in accordance with the terms of the purchase agreements for the construction of vessels and other long-lived fixed assets. Interest costs incurred during the construction (until the asset is substantially complete and ready for its intended use) are capitalized. Capitalized interest for the year ended December 31, 2010 amounted to $11,295 ($11,854 and $4,070 for the years ended December 31, 2009 and 2008, respectively). | |
(k) | Assets Held for Sale: It is the Companys policy to dispose of vessels and other fixed assets when suitable opportunities occur and not necessarily to keep them until the end of their useful life. The Company classifies assets and disposal groups as being held for sale in accordance with accounting for the impairment or the disposal of long-lived assets, when the following criteria are met: management has committed to a plan to sell the asset (disposal group); the asset (disposal group) is available for immediate sale in its present condition; an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year; the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long-lived assets or disposal groups classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. These assets are not depreciated once they meet the criteria to be held for sale. No assets were classified as held for sale in any of the periods presented. | |
(l) | 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, then management reviews fair values and compares them to the assets carrying amount. In the event that impairment occurs, an impairment charge is recognized by comparing the assets 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 year ended December 31, 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 impairment loss should be recognized 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. |
F-18
(m) | Deferred Drydock and Special Survey Costs: The Companys 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 vessels, every 60 months 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. | |
This cost is determined by reference to the estimated economic benefits to be derived until the next drydocking or special survey. For each of the years ended December 31, 2010, 2009 and 2008, the amortization was $3,306, $2,441, and $1,933, respectively. | ||
(n) | Asset Retirement Obligation: The Company recorded a legal obligation associated with the retirement of a tangible long lived asset in the period in which it is incurred. At December 31, 2010 and 2009, the asset balance was $19 and $20 for each period, respectively. At December 31, 2010 and 2009, the liability balance associated with the lease of port terminal was $42 and $39, respectively. | |
(o) | Deferred Financing Costs: Deferred financing costs include fees, commissions and legal expenses associated with obtaining loan facilities. These costs are amortized over the life of the related debt using the effective interest rate method, and are included in interest expense. Amortization and write offs for each of the years ended December 31, 2010, 2009 and 2008 were $11,752, $6,682 and $2,077, respectively. | |
(p) | 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 units goodwill and compare it with its carrying amount. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all the assets and liabilities of that reporting unit, as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price. If the carrying amount of the goodwill exceeds the implied fair value, then goodwill impairment is recognized by writing the goodwill down to its implied fair value. | ||
No impairment loss was recognized for any of the periods presented. | ||
(ii) Intangibles other than goodwill: Navios Holdings intangible assets and liabilities consist of favorable lease terms, unfavorable lease terms, customer relationships, trade name, 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. |
F-19
Intangible assets/liabilities | Years | |||
Trade name |
21.0 | |||
Favorable lease terms (*) |
6.6 | |||
Unfavorable lease terms (**) |
4.7 | |||
Port terminal operating rights |
30.0 | |||
Customer relationships |
20.0 | |||
Backlog asset port terminal |
3.6 |
(*) | The intangible asset associated with the favorable lease terms includes an amount of $53,668 related to purchase options for the vessels. This amount is not amortized and should the purchase options be exercised, any unamortized portion of this asset will be capitalized as part of the cost of the vessel and will be depreciated over the remaining useful life of the vessel (Note 8) and if not exercised, the intangible will be written off. As of December 31, 2010, and 2009, $16,545 and $16,545, respectively, had been transferred to the acquisition cost of vessels and as of December 31, 2009 the amount of $2,885, had been written off due to the sale of Navios Sagittarius to Navios Partners on June 10, 2009. | |
(**) | The intangible liability associated with the unfavorable lease terms includes an amount of $15,890 related to purchase options held by third parties. This amount is not amortized and if exercised by the third party the liability will be included in the calculation of the gain or loss of the related vessel and if not exercised, the intangible will be written off. As of December 31, 2010 and 2009, no purchase options held by third parties have been exercised. |
F-20
(q) | Foreign Currency Translation: The Companys functional and reporting currency is the U.S. dollar. The Company engages in worldwide commerce with a variety of entities. Although, its operations may expose it to certain levels of foreign currency risk, its transactions are predominantly U.S. dollar denominated. Additionally, the Companys subsidiaries in Uruguay, Argentina, Brazil and Paraguay transact a nominal amount of their operations in Uruguayan pesos, Argentinean pesos, Reales and Guaranies whereas the Companys wholly-owned vessel subsidiaries and the vessel management subsidiary transact a nominal amount of their operations in Euros; however, all of the subsidiaries primary cash flows are U.S. dollar denominated. 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. The foreign currency exchange (losses)/gains recognized in the consolidated statement of income for each of the years ended December 31, 2010, 2009 and 2008, were $(20), $181 and $(11), respectively. | |
(r) | Provisions: The Company, in the ordinary course of business, is subject to various claims, suits and complaints. Management, in consultation with internal and external advisers, will provide for a contingent loss in the financial statements if the contingency had been incurred at the date of the financial statements and the likelihood of loss was probable and the amount can be reasonably estimated. If the Company has determined that the reasonable estimate of the loss is a range and there is no best estimate within the range, the Company will provide the lower amount of the range. See Note 14, Commitments and Contingencies for further discussion. | |
The Company participates in Protection and Indemnity (P&I) insurance plans provided by mutual insurance associations known as P&I clubs. Under the terms of these plans, participants may be required to pay additional premiums (supplementary calls) to fund operating deficits incurred by the clubs (back calls). Obligations for back calls are accrued annually based on information provided by the clubs. | ||
Provisions for estimated losses on uncompleted voyages and vessels time chartered to others are provided for in the period in which such losses are determined. At December 31, 2010, the balance for provision for loss making voyages in progress was $21 (2009: $2,048). | ||
(s) | Segment Reporting: Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Based on the Companys methods of internal reporting and management structure, the Company has three reportable segments: 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. Following the acquisition of Horamar and the formation of Navios Logistics, the Company has renamed its Port Terminal Segment to Logistics Business Segment, to include the activities of Horamar which provides similar products and services in the region that Navios existing port facility currently operates. Following also the formation of Navios Acquisition, 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. | |
(t) | Revenue and Expense Recognition: | |
Revenue Recognition: Revenue is recorded when services are rendered, the Company has a signed charter agreement or other evidence of an arrangement, the price is fixed or determinable, and collection is reasonably assured. The Company generates revenue from the following sources, (1) transportation of cargo, (2) time charter of vessels and (3) port terminal operations. | ||
Voyage revenues for the transportation of cargo are recognized ratably over the estimated relative transit time of each voyage. A voyage is deemed to commence when a vessel is available for loading and is deemed to end upon the completion of the discharge of the current cargo. Estimated losses on voyages are provided for in full at the time such losses become evident. Under a voyage charter, the Company agrees to provide a vessel for the transportation of specific goods between specific ports in return for payment of an agreed upon freight rate per ton of cargo. | ||
Profit-sharing revenues are calculated at an agreed percentage of the excess of the charterers average daily income (calculated on a quarterly or half-yearly basis) over an agreed amount and accounted for on an accrual basis based on provisional amounts and for those contracts that provisional accruals cannot be made due to the nature of the profit share elements, these are accounted for on the actual cash settlement. |
F-21
Revenues from time chartering of vessels are accounted for as operating leases and are thus recognized on a straight line basis as the average revenue over the rental periods of such charter agreements, as service is performed, except for loss generating time charters, in which case the loss is recognized in the period when such loss is determined. A time charter involves placing a vessel at the charterers disposal for a period of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Short period charters for less than three months are referred to as spot-charters. Charters extending three months to a year are generally referred to as medium term charters. All other charters are considered long term. Under time charters, operating cost such as for crews, maintenance and insurance are typically paid by the owner of the vessel. | ||
Revenues from port terminal operations consist of an agreed flat fee per ton and cover the services performed to unload barges (or trucks), transfer the product into the silos for temporary storage and then loading the ocean-going vessels. Revenues are recognized upon completion of loading the ocean-going vessels. Additionally, fees are charged for vessel dockage and for storage time in excess of contractually specified terms. Dockage revenues are recognized ratably up to completion of loading. Storage fees are assessed and recognized when the product remains in the silo storage beyond the contractually agreed time allowed. Storage fee revenue is recognized ratably over the storage period and ends when the product is loaded onto the ocean-going vessel. | ||
Forward Freight Agreements (FFAs): Realized gains or losses from FFAs are recognized monthly concurrent with cash settlements. In addition, the FFAs are marked to market quarterly to determine the fair values which generate unrealized gains or losses. Trading of FFAs could lead to material fluctuations in the Companys reported results from operations on a period to period basis. See Note 12. | ||
Deferred Voyage Revenue: Deferred voyage revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as revenue over the voyage or charter period. | ||
Time Charter, Voyage and Port Terminal Expense: Time charter and voyage expenses comprise all expenses related to each particular voyage, including time charter hire paid and voyage freight paid, bunkers, port charges, canal tolls, cargo handling, agency fees and brokerage commissions. Also included in time charter and voyage expenses are charterers liability insurances, provision for losses on time charters and voyages in progress at year-end, direct port terminal expenses and other miscellaneous expenses. | ||
Direct Vessel Expense: Direct vessel expenses consist of all expenses relating to the operation of vessels, including crewing, repairs and maintenance, insurance, stores and lubricants and miscellaneous expenses such as communications and amortization of drydocking and special survey costs. | ||
Prepaid Voyage Costs: Prepaid voyage costs relate to cash paid in advance for expenses associated with voyages. These amounts are recognized as expense over the voyage or charter period. | ||
(u) | Employee benefits: | |
Pension and retirement obligations-crew: The Companys ship-owning subsidiary companies employ the crew on board under short-term contracts (usually up to nine months) and, accordingly, they are not liable for any pension or post-retirement benefits. | ||
Provision for employees severance and retirement compensation: The employees in the Companys office in Greece are protected by Greek labor law. Accordingly, compensation is payable to such employees upon dismissal or retirement. The amount of compensation is based on the number of years of service and the amount of remuneration at the date of dismissal or retirement. If the employees remain in the employment of the Company until normal retirement age, they are entitled to retirement compensation which is equal to 40% of the compensation amount that would be payable if they were dismissed at that time. The number of employees that will remain with the Company until retirement age is not known. The Company is required to annually value the statutory terminations indemnities liability. Management obtains a valuation from independent actuaries to assist in the calculation of the benefits. The Company provides, in full, for the employees termination indemnities liability. This liability amounted to $542 and $368 at December 31, 2010 and 2009, respectively. |
F-22
U.S. Retirement savings plan: The Company sponsors a 401(k) retirement savings plan, which is categorized as a defined contribution plan. The plan is available to full time employees who meet the plans eligibility requirements. The plan permits employees to make contributions up to 15% of their annual salary with the Company matching up to the first 6%. The Company makes monthly contributions (matching contributions) to the plan based on amounts contributed by employees. Subsequent to making the matching contributions, the Company has no further obligations. The Company may make an additional discretionary contribution annually if such a contribution is authorized by the Board of Directors. The plan is administered by an independent professional firm that specializes in providing such services. See Note 13. | ||
Other post-retirement obligations: The Company has a legacy pension arrangement for certain Bahamian, Uruguayan and former Navios Corporation employees. The entitlement to these benefits is only to these former employees. The expected costs of these benefits are accrued each year, using an accounting methodology similar to that for defined benefit pension plans. These obligations are valued annually by independent actuaries. | ||
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 Companys 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 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 Companys 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. | ||
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. | ||
(v) | Financial Instruments: Financial instruments carried on the balance sheet include cash and cash equivalents, restricted cash, trade receivables and payables, other receivables and other liabilities, long-term debt and capital leases. The particular recognition methods applicable to each class of financial instrument are disclosed in the applicable significant policy description of each item, or included below as applicable. | |
Financial risk management: The Companys activities expose it to a variety of financial risks including fluctuations in future freight rates, time charter hire rates, and fuel prices, credit and interest rates risk. Risk management is carried out under policies approved by executive management. Guidelines are established for overall risk management, as well as specific areas of operations. | ||
Credit risk: The Company closely monitors its exposure to customers and counter-parties for credit risk. The Company has policies in place to ensure that it trades with customers and counterparties with an appropriate credit history. Derivative counter-parties and cash transactions are limited to high quality credit financial institutions. | ||
Interest rate risk: The Company is party to interest rate swap agreements. The purpose of the agreements is to reduce exposure to fluctuations in interest rates. Any differential to be paid or received on an interest rate swap agreement is recognized as a component of gain/loss on derivatives over the period of the agreement. Gains and losses on early termination of interest rate swaps are taken to the consolidated statement of income. The effective portion of changes in the fair value of interest rate swap agreements that are designated and qualify as cash flow hedges are recognized in equity. The gain or loss relating to the ineffective portion is recognized in the statement of income. | ||
Liquidity risk: Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Company monitors cash balances adequately to meet working capital needs. | ||
Foreign exchange risk: Foreign currency transactions are translated into the measurement currency rates prevailing at the dates of transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income. |
F-23
Accounting for derivative financial instruments and hedging 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/(Loss) 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/(Loss) 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/(losses) included in Accumulated Other Comprehensive Income/(Loss) 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. The reclassification to earnings commenced in the third quarter of 2006 and extended until December 31, 2008, depending on the period or periods during which the hedged forecasted transactions affected earnings. All of the amount included in Accumulated Other Comprehensive Income/(Loss) had been reclassified to earnings as of December 31, 2008. For both years ended December 31, 2010 and 2009, no losses/gains were included in Accumulated Other Comprehensive Income/ (Loss), and nothing was reclassified to earnings. For the year ended December 31, 2008, $19,939 was included in Accumulated Other Comprehensive Income/ (Loss) and was reclassified to earnings in 2009. | ||
The Company classifies cash flows related to derivative financial instruments within cash provided by operating activities in the consolidated statements of cash flows. | ||
(w) | Earnings per Share: Basic earnings per share are computed by dividing net income attributable to Navios Holdings common stockholders by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share reflect the potential dilution that would occur if securities or other contracts to issue common stock were exercised. Dilution has been computed by the treasury stock method whereby all of the Companys dilutive securities (the warrants and stock options) are assumed to be exercised and the proceeds used to repurchase common shares at the weighted average market price of the Companys common stock during the relevant periods. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted earnings per share computation. Restricted stock and restricted stock units (vested and unvested) are included in the calculation of the diluted earnings per share, based on the weighted average number of restricted stock and restricted stock units assumed to be outstanding during the period. Convertibles shares are including in the calculation of the diluted earnings per share, based on the weighted average number of convertible shares assumed to be outstanding during the period. | |
(x) | Income Taxes: The Company is a Marshall Islands Corporation. Pursuant to various treaties and the United States Internal Revenue Code, the Company believes that substantially all its operations are exempt from income taxes in the Marshall Islands and United States of America. The tax expense reflected in the Companys consolidated financial statements for the year ended December 31, 2007 was attributable to its subsidiary in Belgium, which was subject to the Belgium income tax regime (Note 22). In June 2008, Navios Holdings Belgian subsidiary received a ruling from the Belgian tax authorities, confirming that provided it meets certain quantitative criteria, it would be eligible to be taxed under the tonnage tax system (rather than the income tax regime up to 2007). The effect of the ruling was that the deferred taxes recognized in the balance sheets relating to Kleimar N.V. (Kleimar) (amounting to $57,249) were reversed through the statement of income in the second quarter of 2008. |
F-24
The tax expense reflected in the Companys consolidated financial statements for the year ended December 31, 2010 was attributable to its subsidiaries in South America, which are subject to the Argentinean and Paraguayan income tax regime. | ||
The asset and liability method is used to account for future income taxes. Under this method, future income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of assets and liabilities. Future income tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A deferred tax asset is recognized for temporary differences that will result in deductible amounts in future years. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. | ||
(y) | Dividends: Dividends are recorded in the Companys financial statements in the period in which they are declared. At December 31, 2010, the dividend declared relating to the third quarter of 2010 of approximately $6,094 was paid on January 4, 2011, and thus it is recorded on the consolidated balance sheets as a current liability. | |
On November 8, 2010, the Board of Directors of Navios Acquisition declared a quarterly cash dividend for the third quarter of 2010 of $0.05 per share of common stock. The dividend was paid on January 12, 2011 to stockholders of record as of December 8, 2010. Dividend payable to third parties amounting to $1,120 is recorded on the consolidated balance sheets as a current liability. | ||
(z) | Guarantees: A liability for the fair value of the obligation undertaken in issuing the guarantee is recognized. The recognition of fair value is not required for certain guarantees such as the parents guarantee of a subsidiarys debt to a third party or guarantees on product warranties. For those guarantees excluded from the above guidance, fair value recognition provision, financial statement disclosures of their terms are made. | |
(aa) | Leases: Vessel leases where Navios Holdings is regarded as the lessor are classified as either finance leases or operating leases based on an assessment of the terms of the lease. For charters classified as finance type leases the minimum lease payments are recorded as the gross investment in the lease. The difference between the gross investment in the lease and the sum of the present values of the two components of the gross investment is recorded as unearned income which is amortized to income over the lease term as finance lease interest income to produce a constant periodic rate of return on the net investment in the lease. | |
(ab) | Accounting for the acquisition of Horamar: The Company accounted for the acquisition of Horamar Group (as described in Note 3) as a partial sale of CNSA to the noncontrolling shareholders of Navios Logistics, and a partial acquisition of Horamar. Accordingly in 2008, a gain was recognized by Navios for the portion of CNSA sold amounting to $2,702. Horamars assets and liabilities were revalued to 100% of their respective fair values, CNSAs assets and liabilities were recorded at carryover basis, reflecting the common control nature of the transaction. The contingent shares consideration has been fully accounted at December 31, 2010. | |
(ac) | Treasury Stock: Treasury stock is accounted for using the cost method. Excess of the purchase price of the treasury stock acquired, plus direct acquisition costs over its par value is recorded in additional paid-in capital. | |
(ad) | Trade Accounts receivable: The amount shown as accounts receivable, trade, at each balance sheet date, includes receivables from charterers for hire, freight and demurrage billings and FFA counterparties, net of a provision for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. |
F-25
(ae) | Convertible Preferred Stock : 2% Mandatorily Convertible Preferred Stock (Preferred Stock) are recorded at fair market value on issuance. The fair market value is determined using a binomial valuation model. The model which is used takes into account the credit spread of the Company, the volatility of its stock, as well as the price of its stock at the issuance date. Each preferred share has a par value of $0.0001. Each holder of Preferred Stock is entitled to receive an annual dividend equal to 2% on the nominal value of the Preferred Stock, payable quarterly, until such time as the Preferred Stock converts into common stock. Five years after the issuance date all Preferred Stock shall automatically convert into shares of common stock at a conversion price equal to $10.00 per preferred share. At any time following the third anniversary from their issuance date, if the closing price of the common stock has been at least $20.00 per share, for 10 consecutive business days, the remaining balance of the then-outstanding preferred shares shall automatically convert at a conversion price equal to $14.00 per share of common stock. The holders of Preferred Stock are entitled, at their option, at any time following their issuance date and prior to their final conversion date, to convert all or any such then-outstanding preferred shares into common stock at a conversion price equal to $14.00 per preferred share. | |
(af) | 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. | |
(ag) | Financial Instruments and Fair Value: The Company adopted guidance on Fair Value Measurements as of January 1, 2008. According to this guidance, a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under guidance on Fair Value Measurements are described below: |
(ah) | Recent Accounting Pronouncements: | |
Fair Value Disclosures | ||
In January 2010, the FASB issued amended standard 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 will be 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. |
F-26
Measuring Liabilities at Fair Value | ||
In August 2009, the FASB released new guidance concerning measuring liabilities at fair value. The new guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain valuation techniques. Additionally, it clarifies that a reporting entity is not required to adjust the fair value of a liability for the existence of a restriction that prevents the transfer of the liability. This new guidance is effective for the first reporting period after its issuance. The application of this new guidance did not have a significant impact on Navios Holdings consolidated financial statements. | ||
Determining the Primary Beneficiary of a Variable Interest Entity | ||
In June 2009, the FASB issued new guidance concerning the determination of the primary beneficiary of a variable interest entity (VIE). This new guidance amends current U.S. GAAP by: requiring ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE; amending the quantitative approach previously required for determining the primary beneficiary of the VIE; modifying the guidance used to determine whether an entity is a VIE; adding an additional reconsideration event (e.g., troubled debt restructurings) for determining whether an entity is a VIE; and requiring enhanced disclosures regarding an entitys involvement with a VIE. This new guidance was effective for Navios Holdings beginning in its first quarter of fiscal year 2010 and its adoption did not have any significant effect on its financial position, results of operations, or cash flows. Navios Holdings will continue to consider the impacts of this new guidance on an on-going basis. | ||
Transfers of Financial Assets | ||
In June 2009, the FASB issued new guidance concerning the transfer of financial assets. This guidance amends the criteria for a transfer of a financial asset to be accounted for as a sale, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, changes the initial measurement of a transferors interest in transferred financial assets, eliminates the qualifying special-purpose entity concept and provides for new disclosures. This new guidance was effective for Navios Holdings for transfers of financial assets beginning in its first quarter of fiscal year 2010 and its adoption did not have any significant effect on its financial position, results of operations, or cash flows. | ||
Subsequent Events | ||
In February 2010, the FASB issued amended guidance on subsequent events. Securities and Exchange Commission filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and Navios Holdings adopted these new requirements in the first quarter of fiscal year 2010. | ||
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. Early adoption is permitted. Navios Holdings adopted these new requirements in fiscal year 2010. |
F-27
As of May 28, 2010 | ||||
Tangible assets |
||||
Deposits for vessel acquisitions |
$ | 175,005 | ||
Intangible assets |
||||
Purchase options |
3,158 | |||
Working capital |
||||
Working capital |
(1,324 | ) | ||
Cash and cash equivalents |
66,355 | |||
Restricted cash |
35,596 | |||
100,627 | ||||
Long term liabilities |
||||
Liability relating to shipbuilding contracts |
(3,158 | ) | ||
Long-term debt |
(132,987 | ) | ||
(136,145 | ) | |||
Total net assets acquired |
142,645 | |||
Goodwill |
13,143 | |||
$ | 155,788 | |||
Consideration |
||||
Navios Holdings investment in Navios Acquisition |
95,232 | |||
Noncontrolling interest |
60,556 | |||
Total |
$ | 155,788 | ||
F-28
VLCC Acquisition |
||||
Purchase price: |
||||
Cash consideration |
$ | 134,270 | ||
Equity issuance |
10,745 | |||
Total purchase price |
145,015 | |||
Fair value of assets and liabilities acquired: |
||||
Vessels |
419,500 | |||
Deposits for vessel acquisition |
62,575 | |||
Favorable lease terms |
57,070 | |||
Current assets, including cash of $32,232 |
35,716 | |||
Current liabilities |
(15,155 | ) | ||
Long term debt assumed (including current portion) |
(410,451 | ) | ||
Unfavorable lease terms |
(5,819 | ) | ||
Fair value of net assets acquired |
143,436 | |||
Goodwill |
$ | 1,579 | ||
Weighted average | December 31, | |||||||
amortization | 2010 | |||||||
(years) | Amortization | |||||||
Favorable lease terms |
12.5 | $ | (4,566 | ) | ||||
Unfavorable lease terms |
8.5 | 683 |
Accumulated | ||||||||||||
Gross Amount | Depreciation | Net Amount | ||||||||||
Description |
||||||||||||
Favorable lease terms |
$ | 57,070 | $ | (1,236 | ) | $ | 55,834 | |||||
Unfavorable lease terms |
(5,819 | ) | 208 | (5,611 | ) | |||||||
Balance December 31, 2010 |
$ | 51,251 | $ | (1,028 | ) | $ | 50,223 | |||||
F-29
F-30
December 31, | December 31, | |||||||
2010 | 2009 | |||||||
Cash on hand and at banks |
$ | 114,615 | $ | 60,316 | ||||
Short-term deposits and highly liquid funds |
92,795 | 113,617 | ||||||
Total cash and cash equivalents |
$ | 207,410 | $ | 173,933 | ||||
December 31, | December 31, | |||||||
2010 | 2009 | |||||||
Accounts receivable |
$ | 79,023 | $ | 89,084 | ||||
Less: provision for doubtful receivables |
(8,635 | ) | (10,580 | ) | ||||
Accounts receivables, net |
$ | 70,388 | $ | 78,504 | ||||
Balance at | Charges to | Balance at | ||||||||||||||
Beginning of | Costs and | Amount | End of | |||||||||||||
Allowance for doubtful receivables | Period | expenses | Utilized | Period | ||||||||||||
Year ended December 31, 2008
|
$ | (5,675 | ) | $ | (2,668 | ) | $ | | $ | (8,343 | ) | |||||
Year ended December 31, 2009
|
$ | (8,343 | ) | $ | (2,237 | ) | $ | | $ | (10,580 | ) | |||||
Year ended December 31, 2010
|
$ | (10,580 | ) | $ | (4,660 | ) | $ | 6,605 | $ | (8,635 | ) |
December 31, | December 31, | |||||||
2010 | 2009 | |||||||
Prepaid voyage costs |
$ | 7,536 | $ | 1,825 | ||||
Claim receivables, net |
2,721 | 3,907 | ||||||
Advances to agents |
349 | 937 | ||||||
Inventories |
19,425 | 13,716 | ||||||
Prepaid taxes |
1,833 | 2,526 | ||||||
Contributions from noncontrolling shareholders |
| 2,302 | ||||||
Other |
1,490 | 2,517 | ||||||
Total prepaid expenses and other current assets |
$ | 33,354 | $ | 27,730 | ||||
F-31
Accumulated | Net Book | |||||||||||
Vessels | Cost | Depreciation | Value | |||||||||
Balance December 31, 2007 |
$ | 433,302 | $ | (34,173 | ) | $ | 399,129 | |||||
Additions |
133,932 | (20,368 | ) | 113,564 | ||||||||
Disposals |
(28,647 | ) | 219 | (28,428 | ) | |||||||
Balance December 31, 2008 |
538,587 | (54,322 | ) | 484,265 | ||||||||
Additions |
883,108 | (32,498 | ) | 850,610 | ||||||||
Disposals |
(30,975 | ) | 5,844 | (25,131 | ) | |||||||
Balance December 31, 2009 |
1,390,720 | (80,976 | ) | 1,309,744 | ||||||||
Additions |
544,234 | (54,581 | ) | 489,653 | ||||||||
Disposals |
(386,571 | ) | 8,475 | (378,096 | ) | |||||||
Balance December 31, 2010 |
$ | 1,548,383 | $ | (127,082 | ) | $ | 1,421,301 | |||||
Accumulated | Net Book | |||||||||||
Port Terminals | Cost | Depreciation | Value | |||||||||
Balance December 31, 2007 |
$ | 27,098 | $ | (2,149 | ) | $ | 24,949 | |||||
Acquisition of subsidiary (Note 3) |
12,557 | | 12,557 | |||||||||
Additions |
4,770 | (1,730 | ) | 3,040 | ||||||||
Balance December 31, 2008 |
44,425 | (3,879 | ) | 40,546 | ||||||||
Additions |
3,045 | (2,244 | ) | 801 | ||||||||
Transfer to port terminals |
12,659 | (437 | ) | 12,222 | ||||||||
Balance December 31, 2009 |
60,129 | (6,560 | ) | 53,569 | ||||||||
Additions |
5,129 | (2,471 | ) | 2,658 | ||||||||
Balance December 31, 2010 |
$ | 65,258 | $ | (9,031 | ) | $ | 56,227 | |||||
Accumulated | Net Book | |||||||||||
Tanker vessels, barges and push boats (Navios Logistics) | Cost | Depreciation | Value | |||||||||
Balance December 31, 2007 |
$ | | $ | | $ | | ||||||
Acquisition of subsidiary (Note 3) |
126,732 | | 126,732 | |||||||||
Additions |
93,941 | (13,436 | ) | 80,505 | ||||||||
Balance December 31, 2008 |
220,673 | (13,436 | ) | 207,237 | ||||||||
Additions |
30,829 | (16,049 | ) | 14,780 | ||||||||
Disposals |
(392 | ) | 250 | (142 | ) | |||||||
Transfer to port terminals |
(12,659 | ) | 437 | (12,222 | ) | |||||||
Balance December 31, 2009 |
238,451 | (28,798 | ) | 209,653 | ||||||||
Additions |
40,453 | (13,886 | ) | 26,567 | ||||||||
Disposals |
(67 | ) | 47 | (20 | ) | |||||||
Balance December 31, 2010 |
$ | 278,837 | $ | (42,637 | ) | $ | 236,200 | |||||
Accumulated | Net Book | |||||||||||
Tanker vessels (Navios Acquisition) | Cost | Depreciation | Value | |||||||||
Balance December 31, 2009 |
$ | | $ | | $ | | ||||||
Vessels delivered from initial acquisition |
119,251 | (2,024 | ) | 117,227 | ||||||||
VLCC Acquisition (Note 3) |
419,500 | (7,068 | ) | 412,432 | ||||||||
Balance December 31, 2010 |
$ | 538,751 | $ | (9,092 | ) | $ | 529,659 | |||||
F-32
Accumulated | Net Book | |||||||||||
Other fixed assets | Cost | Depreciation | Value | |||||||||
Balance December 31, 2007 |
$ | 2,652 | $ | (1,139 | ) | $ | 1,513 | |||||
Acquisition of subsidiary (Note 3) |
2,106 | | 2,106 | |||||||||
Disposals |
(258 | ) | 258 | | ||||||||
Additions |
2,466 | (1,039 | ) | 1,427 | ||||||||
Balance December 31, 2008 |
6,966 | (1,920 | ) | 5,046 | ||||||||
Additions |
592 | (734 | ) | (142 | ) | |||||||
Disposals |
(345 | ) | 216 | (129 | ) | |||||||
Write off of fully depreciated assets |
(673 | ) | 673 | | ||||||||
Balance December 31, 2009 |
6,540 | (1,765 | ) | 4,775 | ||||||||
Additions |
2,389 | (822 | ) | 1,567 | ||||||||
Disposals |
(162 | ) | 110 | (52 | ) | |||||||
Balance December 31, 2010 |
$ | 8,767 | $ | (2,477 | ) | $ | 6,290 | |||||
Accumulated | Net Book | |||||||||||
Total | Cost | Depreciation | Value | |||||||||
Balance December 31, 2007 |
$ | 463,052 | $ | (37,461 | ) | $ | 425,591 | |||||
Acquisition of subsidiary (Note 3) |
141,395 | | 141,395 | |||||||||
Additions |
235,109 | (36,573 | ) | 198,536 | ||||||||
Disposals |
(28,905 | ) | 477 | (28,428 | ) | |||||||
Balance December 31, 2008 |
810,651 | (73,557 | ) | 737,094 | ||||||||
Additions |
917,574 | (51,525 | ) | 866,049 | ||||||||
Disposals |
(31,712 | ) | 6,310 | (25,402 | ) | |||||||
Write off of fully depreciated assets |
(673 | ) | 673 | | ||||||||
Balance December 31, 2009 |
1,695,840 | (118,099 | ) | 1,577,741 | ||||||||
Additions |
1,130,956 | (80,852 | ) | 1,050,104 | ||||||||
Disposals |
(386,800 | ) | 8,632 | (378,168 | ) | |||||||
Balance December 31, 2010 |
$ | 2,439,996 | $ | (190,319 | ) | $ | 2,249,677 | |||||
F-33
F-34
F-35
F-36
Accumulated | Disposal/Transfer to | Net Book Value | ||||||||||||||
Acquisition Cost | Amortization | 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 | ||||||
Accumulated | Disposal/Transfer | Net Book Value | ||||||||||||||
Acquisition Cost | Amortization | To vessel cost | December 31, 2010 | |||||||||||||
Favorable lease terms |
60,228 | (1,236 | ) | | 58,992 | |||||||||||
Total intangible assets |
60,228 | (1,236 | ) | | 58,992 | |||||||||||
Unfavorable lease terms |
(5,819 | ) | 208 | | (5,611 | ) | ||||||||||
Total |
$ | 54,409 | $ | (1,028 | ) | $ | | $ | 53,381 | |||||||
Accumulated | Disposal/Transfer to | Net Book Value | ||||||||||||||
Acquisition Cost | Amortization | 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 | ||||||
Accumulated | Disposal/Transfer to | Net Book Value | ||||||||||||||
Acquisition Cost | Amortization | vessel cost | December 31, 2009 | |||||||||||||
Trade name |
$ | 100,420 | $ | (14,320 | ) | $ | | $ | 86,100 | |||||||
Port terminal operating rights |
34,060 | (3,678 | ) | | 30,382 | |||||||||||
Customer relationships |
35,490 | (3,549 | ) | | 31,941 | |||||||||||
Favorable construction contracts |
7,600 | | (3,200 | ) | 4,400 | |||||||||||
Favorable lease terms (**) |
255,816 | (103,760 | ) | (4,308 | ) | 147,748 | ||||||||||
Total intangible assets |
433,386 | (125,307 | ) | (7,508 | ) | 300,571 | ||||||||||
Unfavorable lease terms (***) |
(130,523 | ) | 71,320 | | (59,203 | ) | ||||||||||
Backlog assets |
14,830 | (14,830 | ) | | | |||||||||||
Total |
$ | 317,693 | $ | (68,817 | ) | $ | (7,508 | ) | $ | 241,368 | ||||||
F-37
(*) | On April 28, 2010, the Navios Vector, a 50,296 dwt Ultra-Handymax vessel and former long-term chartered-in vessel in operation, was delivered to Navios Holdings owned fleet. The unamortized amount of $655 of the Navios Vectors favorable lease was included as an adjustment to the carrying value of the vessel. | |
(**) | The intangible asset associated with the favorable lease terms includes an amount of $53,668 related to purchase options for the vessels. This amount is not amortized and should the purchase options be exercised, any unamortized portion of this asset will be capitalized as part of the cost of the vessel and will be depreciated over the remaining useful life of the vessel (Note 8) and if not exercised, the intangible will be written off. As of December 31, 2010, and 2009, $16,545 and $16,545, respectively, had been transferred to the acquisition cost of vessels and as of December 31, 2009 the amount of $2,885, had been written off due to the sale of Navios Sagittarius to Navios Partners on June 10, 2009. | |
(***) | The intangible liability associated with the unfavorable lease terms includes an amount of $15,890 related to purchase options held by third parties. This amount is not amortized and if exercised by the third party the liability will be included in the calculation of the gain or loss of the related vessel and if not exercised, the intangible will be written off. As of December 31, 2010 and 2009, no purchase options held by third parties have been exercised. |
Amortization | Amortization | Amortization | ||||||||||
Expense | Expense | Expense | ||||||||||
Year Ended | Year Ended | Year Ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||||
2010 | 2009 | 2008 | ||||||||||
Trade name |
$ | (3,852 | ) | $ | (3,853 | ) | $ | (3,860 | ) | |||
Port terminal operating rights |
(927 | ) | (927 | ) | (929 | ) | ||||||
Customer relationships |
(1,774 | ) | (1,774 | ) | (1,774 | ) | ||||||
Favorable lease terms |
(21,488 | ) | (33,243 | ) | (34,015 | ) | ||||||
Unfavorable lease terms |
8,147 | 17,481 | 22,543 | |||||||||
Backlog assets |
| (44 | ) | (2,454 | ) | |||||||
Total |
$ | (19,894 | ) | $ | (22,360 | ) | $ | (20,489 | ) | |||
Within one | ||||||||||||||||||||||||||||
Description | year | Year Two | Year Three | Year Four | Year Five | Thereafter | Total | |||||||||||||||||||||
Navios Holdings (excluding Navios Acquisition) | ||||||||||||||||||||||||||||
Trade name |
$ | 3,853 | $ | 3,860 | $ | 3,853 | $ | 3,853 | $ | 3,853 | $ | 62,976 | $ | 82,248 | ||||||||||||||
Favorable lease terms |
17,661 | 17,670 | 14,328 | 12,879 | 11,510 | 21,713 | 95,761 | |||||||||||||||||||||
Unfavorable lease terms |
(6,439 | ) | (6,136 | ) | (5,131 | ) | (4,933 | ) | (3,545 | ) | (9,190 | ) | (35,374 | ) | ||||||||||||||
Port terminal
operating rights |
925 | 930 | 926 | 925 | 925 | 24,824 | 29,455 | |||||||||||||||||||||
Customer relationships |
1,775 | 1,775 | 1,775 | 1,775 | 1,775 | 21,292 | 30,167 | |||||||||||||||||||||
17,775 | 18,099 | 15,751 | 14,499 | 14,518 | 121,615 | 202,257 | ||||||||||||||||||||||
Navios Acquisition |
||||||||||||||||||||||||||||
Favorable lease terms |
4,856 | 5,418 | 5,418 | 5,135 | 4,959 | 30,048 | 55,834 | |||||||||||||||||||||
Unfavorable lease terms |
(683 | ) | (683 | ) | (683 | ) | (683 | ) | (683 | ) | (2,196 | ) | (5,611 | ) | ||||||||||||||
4,173 | 4,735 | 4,735 | 4,452 | 4,276 | 27,852 | 50,223 | ||||||||||||||||||||||
Total |
$ | 21,948 | $ | 22,834 | $ | 20,486 | $ | 18,951 | $ | 18,794 | $ | 149,467 | $ | 252,480 | ||||||||||||||
F-38
F-39
December 31, 2010 | December 31, 2009 | |||||||||||||||||||||||
Navios | Navios | Navios | Navios | |||||||||||||||||||||
Balance Sheet | Partners | Acquisition | Acropolis | Partners | Acquisition | Acropolis | ||||||||||||||||||
Current assets |
$ | 55,612 | $ | | $ | 1,018 | $ | 92,579 | $ | 142 | $ | 2,067 | ||||||||||||
Non-current assets |
785,273 | | 30 | 344,177 | 251,493 | 35 | ||||||||||||||||||
Current liabilities |
45,425 | | 228 | 13,351 | 9,356 | 243 | ||||||||||||||||||
Non-current liabilities |
303,957 | | | 215,415 | | |
Year Ended | Year Ended | Year Ended | ||||||||||||||||||||||||||||||||||
December 31, 2010 | December 31, 2009 | December 31, 2008 | ||||||||||||||||||||||||||||||||||
Navios | Navios | Navios | Navios | Navios | Navios | |||||||||||||||||||||||||||||||
Income Statement | Partners | Acquisition | Acropolis | Partners | Acquisition | Acropolis | Partners | Acquisition | Acropolis | |||||||||||||||||||||||||||
Revenue |
$ | 143,231 | $ | | $ | 2,934 | $ | 92,643 | $ | | $ | 3,260 | $ | 75,082 | $ | | $ | 8,423 | ||||||||||||||||||
Net Income/(loss) |
60,511 | | 1,720 | 34,322 | (648 | ) | 2,329 | 28,758 | 1,047 | 4,558 |
December 31, | December 31, | |||||||
2010 | 2009 | |||||||
Payroll |
$ | 9,624 | $ | 6,827 | ||||
Accrued interest |
19,102 | 13,573 | ||||||
Accrued voyage expenses |
12,421 | 12,979 | ||||||
Accrued running costs |
5,920 | 3,743 | ||||||
Provision for losses on voyages in progress |
21 | 2,048 | ||||||
Audit fees and related services |
506 | 64 | ||||||
Accrued taxes |
2,840 | 2,195 | ||||||
Professional fees |
2,841 | 1,651 | ||||||
Other accrued expenses |
9,142 | 4,950 | ||||||
Total accrued expenses |
$ | 62,417 | $ | 48,030 | ||||
F-40
December 31, | December 31, | |||||||
Navios Holdings loans | 2010 | 2009 | ||||||
Loan Facility HSH Nordbank and Commerzbank A.G. |
$ | 62,961 | $ | 146,810 | ||||
Revolver Facility HSH Nordbank and Commerzbank A.G. |
15,745 | 23,893 | ||||||
Commerzbank A.G. |
111,496 | 174,055 | ||||||
Dekabank Deutsche Girozentrale |
91,000 | 120,000 | ||||||
Loan Facility Emporiki Bank ($154,000) |
61,380 | 113,870 | ||||||
Loan Facility Emporiki Bank ($75,000) |
75,000 | 61,671 | ||||||
Loan DVB Bank ($21,000) |
| 16,240 | ||||||
Emporiki Bank ($40,000) |
28,000 | | ||||||
Loan DNB NOR Bank ($40,000) |
19,000 | | ||||||
Loan DNB NOR Bank |
60,700 | 66,500 | ||||||
Loan facility Marfin Egnatia Bank |
| 34,025 | ||||||
Convertible debt |
| 33,500 | ||||||
Unsecured bond |
20,000 | 20,000 | ||||||
Ship mortgage notes |
400,000 | 400,000 | ||||||
Senior notes |
300,000 | 300,000 | ||||||
Total Navios Holdings loans |
$ | 1,245,282 | $ | 1,510,564 | ||||
December 31, | December 31, | |||||||
Navios Logistics loans | 2010 | 2009 | ||||||
Loan Marfin Egnatia Bank |
$ | 70,000 | $ | 70,000 | ||||
Other long-term loans |
57,423 | 50,393 | ||||||
Total Navios Logistics loans |
$ | 127,423 | $ | 120,393 | ||||
December 31, | December 31, | |||||||
Navios Acquisition loans | 2010 | 2009 | ||||||
Deutsche Schifsbank AG, Alpha Bank AE, Credit Agricole Corporate and Investment Bank |
$ | 107,236 | $ | | ||||
BNP Paribas S.A. and DVB Bank SE |
36,175 | | ||||||
DVB Bank SE and ABN AMRO Bank N.V. |
50,207 | | ||||||
Marfin Egnatia Bank |
80,000 | | ||||||
Eurobank Ergasias S.A. $52,000 |
22,800 | | ||||||
Eurobank Ergasias S.A. $52,000 |
13,000 | | ||||||
Ship Mortgage Notes |
400,000 | | ||||||
Total Navios Acquisition loans |
$ | 709,418 | $ | | ||||
F-41
December 31, | December 31, | |||||||
Total Navios Holdings loans (including Navios Acquisition and Navios Logistics loans) | 2010 | 2009 | ||||||
Total borrowings |
$ | 2,082,123 | $ | 1,630,957 | ||||
Less: unamortized discount |
(6,213 | ) | (8,251 | ) | ||||
Less: current portion |
(63,297 | ) | (59,804 | ) | ||||
Total long-term borrowings |
$ | 2,012,613 | $ | 1,562,902 | ||||
F-42
F-43
F-44
F-45
F-46
F-47
F-48
Amount in thousands of | ||||
Year | USD | |||
2011 |
$ | 63,297 | ||
2012 |
226,808 | |||
2013 |
58,245 | |||
2014 |
407,545 | |||
2015 |
70,475 | |||
2016 and thereafter |
1,255,753 | |||
Total |
$ | 2,082,123 | ||
F-49
December 31, | December 31, | |||||||
Forward Freight Agreements (FFAs) | 2010 | 2009 | ||||||
Short term FFA derivative assets |
$ | | $ | 28,194 | ||||
Long term FFA derivative assets |
149 | | ||||||
Short term FFA derivative liability |
(245 | ) | (9,542 | ) | ||||
Net fair value on FFA contracts |
$ | (96 | ) | $ | 18,652 | |||
NOS FFAs portion of fair value transferred to NOS derivative account (*) |
$ | 92 | $ | (77 | ) | |||
LCH FFAs portion of fair value transferred to LCH derivative account (**) |
$ | 1,328 | $ | 10,265 | ||||
December 31, | December 31, | |||||||
Interest Rate Swaps | 2010 | 2009 | ||||||
Short term interest rate swap liability |
$ | | $ | (1,133 | ) | |||
Net fair value of interest rate swap contract |
$ | | $ | (1,133 | ) | |||
F-50
December 31, | December 31, | |||||||
2010 | 2009 | |||||||
FFAs |
$ | (96 | ) | $ | 18,652 | |||
NOS FFAs portion of fair value transferred to NOS derivative account (*) |
92 | (77 | ) | |||||
LCH FFAs portion of fair value transferred to LCH derivative account (**) |
1,328 | 10,265 | ||||||
Navios Acquisition Warrants |
| 8,181 | ||||||
Interest rate swaps |
| (1,133 | ) | |||||
Total |
$ | 1,324 | $ | 35,888 | ||||
December 31, | December 31, | |||||||
2010 | 2009 | |||||||
Total short term derivative asset |
$ | 1,420 | $ | 38,382 | ||||
Total long term derivative asset |
149 | 8,181 | ||||||
Total short term derivative liability |
(245 | ) | (10,675 | ) | ||||
Total |
$ | 1,324 | $ | 35,888 | ||||
(*) | NOS: The Norwegian Futures and Options Clearing House (NOS Clearing ASA). | |
(**) | LCH: The London Clearing House. |
F-51
December 31, 2010 | December 31, 2009 | |||||||||||||||
Book Value | Fair Value | Book Value | Fair Value | |||||||||||||
Cash and cash equivalent |
$ | 207,410 | $ | 207,410 | $ | 173,933 | $ | 173,933 | ||||||||
Restricted cash |
$ | 53,577 | $ | 53,577 | $ | 107,158 | $ | 107,158 | ||||||||
Trade receivables |
$ | 70,388 | $ | 70,388 | $ | 78,504 | $ | 78,504 | ||||||||
Accounts payable |
$ | (49,496 | ) | $ | (49,496 | ) | $ | (61,990 | ) | $ | (61,990 | ) | ||||
Senior and ship mortgage
notes, net of discount |
$ | (1,093,787 | ) | $ | (1,152,752 | ) | $ | (693,049 | ) | $ | (714,500 | ) | ||||
Long term debt |
$ | (982,123 | ) | $ | (982,123 | ) | $ | (929,657 | ) | $ | (929,657 | ) | ||||
Available for sale securities |
$ | 99,078 | $ | 99,078 | $ | 46,314 | $ | 46,314 | ||||||||
Interest rate swaps |
$ | | $ | | $ | (1,133 | ) | $ | (1,133 | ) | ||||||
Navios Acquisition Warrants |
$ | | $ | | $ | 8,181 | $ | 8,181 | ||||||||
Forward Freight Agreements, net |
$ | (96 | ) | $ | (96 | ) | $ | 18,652 | $ | 18,652 |
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 | $ | | $ | | ||||||||
Fair Value Measurements as of December 31, 2009 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Assets | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
FFAs |
$ | 28,194 | $ | 28,194 | $ | | $ | | ||||||||
Navios Acquisition Warrants |
8,181 | | 8,181 | | ||||||||||||
Investments in available for sale securities |
46,314 | 46,314 | | | ||||||||||||
Total |
$ | 82,689 | $ | 74,508 | $ | 8,181 | $ | | ||||||||
F-52
Fair Value Measurements as of December 31, 2009 | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs | Inputs | ||||||||||||||
Liabilities | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
FFAs |
$ | 9,542 | $ | 9,542 | $ | | $ | | ||||||||
Interest rate swap contracts |
1,133 | | 1,133 | | ||||||||||||
Total |
$ | 10,675 | $ | 9,542 | $ | 1,133 | $ | | ||||||||
F-53
| Expected term: The simplified method was used which includes taking the average of the weighted average time to vesting and the contractual term of the option award. The option awards vest over three years at 33.3%, 33.3% and 33.4% respectively, resulting in a weighted average time to vest of approximately 2 years. The contractual term of the award is 7 years. Utilizing the simplified approach formula, the derived expected term estimate for the Companys option award is 4.5 years. | ||
| Expected volatility: The historical volatility of Navios Holdings shares was used in order to estimate the volatility of the stock option awards. The final expected volatility estimate (which equals the historical estimate is 81.52%, 68.86% and 61.30% for 2010, 2009 and 2008, respectively). | ||
| Expected dividends: The expected dividend is based on the current dividend, our historical pattern of dividend increases and the market price of our stock. | ||
| Risk-free rate: Navios Holdings has selected to employ the risk-free yield-to-maturity rate to match the expected term estimated under the simplified method. The 4.5 year yield-to-maturity rate as of the grant date is 1.81%, 3.64% and 1.23% for 2010, 2009 and 2008, respectively. |
F-54
Weighted | Weighted | |||||||||||||||
average | average | Aggregate | ||||||||||||||
exercise | remaining | intrinsic | ||||||||||||||
Shares | price | term | value | |||||||||||||
Options |
||||||||||||||||
Outstanding at January 1, 2008 |
288,000 | | | 1,542 | ||||||||||||
Granted |
571,266 | 3.18 | | 691 | ||||||||||||
Outstanding as of December 31, 2008 |
859,266 | 7.73 | 8.57 | 2,233 | ||||||||||||
Vested at December 31, 2008 |
96,000 | | | | ||||||||||||
Exercisable at December 31, 2008 |
96,000 | | | | ||||||||||||
Outstanding at January 1, 2009 |
859,266 | | | 2,233 | ||||||||||||
Granted |
405,365 | 5.87 | | 1,049 | ||||||||||||
Outstanding as of December 31, 2009 |
1,264,631 | 7.13 | 8.02 | 3,282 | ||||||||||||
Vested at December 31, 2009 |
286,422 | | | | ||||||||||||
Exercisable at December 31, 2009 |
286,422 | |||||||||||||||
Outstanding at January 1, 2010 |
1,264,631 | | | 3,282 | ||||||||||||
Exercised |
(130,577 | ) | | | (158 | ) | ||||||||||
Granted |
954,842 | 5.15 | | 2,422 | ||||||||||||
Outstanding as of December 31, 2010 |
2,088,896 | 6.47 | 7.98 | 5,546 | ||||||||||||
Vested at December 31, 2010 |
446,856 | | | | ||||||||||||
Exercisable at December 31, 2010 |
316,279 | | | | ||||||||||||
Restricted stock and restricted stock units |
||||||||||||||||
Outstanding as of January 1, 2008 |
147,264 | | | 2,467 | ||||||||||||
Granted |
314,016 | | | 1,255 | ||||||||||||
Vested |
(79,858 | ) | | | (1,301 | ) | ||||||||||
Forfeited or expired |
(1,083 | ) | | | (18 | ) | ||||||||||
Non Vested as of December 31, 2008 |
380,339 | | 1.7 | 2,403 | ||||||||||||
Outstanding as of January 1, 2009 |
380,339 | | | 2,403 | ||||||||||||
Granted |
384,149 | | | 2,164 | ||||||||||||
Vested |
(217,894 | ) | | | (1,719 | ) | ||||||||||
Forfeited or expired |
(22,457 | ) | | | (127 | ) | ||||||||||
Non Vested as of December 31, 2009 |
524,137 | | 2.3 | 2,721 | ||||||||||||
Outstanding as of January 1, 2010 |
524,137 | | | 2,721 | ||||||||||||
Granted |
567,810 | | | 2,924 | ||||||||||||
Vested |
(276,879 | ) | | | (1,283 | ) | ||||||||||
Forfeited or expired |
(12,652 | ) | | | (61 | ) | ||||||||||
Non Vested as of December 31, 2010 |
802,416 | | 2.61 | 4,301 |
F-55
Amount | ||||
December 31, 2011 |
$ | 132,727 | ||
December 31, 2012 |
115,708 | |||
$ | 248,435 | |||
Amount | ||||
2011 |
$ | 94,643 | ||
2012 |
105,177 | |||
2013 |
106,695 | |||
2014 |
101,312 | |||
2015 |
93,974 | |||
2016 and thereafter |
484,135 | |||
$ | 985,936 | |||
F-56
Amount | ||||
2011 |
$ | 450,560 | ||
2012 |
385,439 | |||
2013 |
314,354 | |||
2014 |
232,458 | |||
2015 |
196,628 | |||
2016 and thereafter |
853,908 | |||
Total minimum revenue, net of commissions |
$ | 2,433,347 | ||
Amount | ||||
2011 |
$ | 2,137 | ||
2012 |
2,061 | |||
2013 |
1,941 | |||
2014 |
1,965 | |||
2015 |
2,051 | |||
2016 and thereafter |
6,553 | |||
Total minimum lease payments |
$ | 16,708 | ||
F-57
F-58
F-59
F-60
F-61
F-62
F-63
| 19,246,056 Public Warrants (76.13% of the Public Warrants then outstanding) were exercised on a cashless basis at an exchange rate of 4.25 Public Warrants for one share of common stock; | ||
| $78,342 of gross cash proceeds were raised from the exercise of 15,950 of the Public Warrants by payment of $5.65 cash exercise price, and 13,850,000 private warrants owned by Navios Holdings and Angeliki Frangou, Navios Acquisitions Chairman and Chief Executive Officer; Total expenses associated with the Warrant Exercise Program were $3,364; | ||
| a portion of the private warrants exercised were held by officers and directors of Navios Acquisition, 15,000 and 75,000 were exercised on a cash basis and cashless basis, respectively; and | ||
| 18,412,053 new shares of common stock were issued. |
F-64
For the Year | For the Year | For the Year | ||||||||||
Ended | Ended | Ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||||
2010 | 2009 | 2008 | ||||||||||
Interest expense |
$ | 91,527 | $ | 56,616 | $ | 46,574 | ||||||
Amortization of finance charges |
6,065 | 4,279 | 2,084 | |||||||||
Other |
8,430 | 2,723 | 470 | |||||||||
Total interest expense and finance cost, net |
$ | 106,022 | $ | 63,618 | $ | 49,128 | ||||||
Navios Hyperion |
||||||||
Cash consideration received |
$ | 63,000 | ||||||
Book value of vessel Navios Hyperion sold to Navios Partners |
(25,168 | ) | ||||||
Total gain |
37,832 | |||||||
Deferred gain (see Note 16) |
(13,996 | ) | ||||||
Gain recognized on sale of Navios Hyperion |
$ | 23,836 | ||||||
Navios Aurora II |
||||||||
Cash consideration received |
90,000 | |||||||
Shares consideration received |
20,326 | |||||||
Book value of vessel Navios Aurora II sold to Navios Partners |
(109,508 | ) | ||||||
Total gain |
818 | |||||||
Deferred gain (see Note 16) |
(271 | ) | ||||||
Gain recognized on sale of Navios Aurora II |
$ | 547 | ||||||
Navios Pollux |
||||||||
Cash consideration received |
$ | 110,000 | ||||||
Book value of vessel Navios Pollux sold to Navios Partners |
(107,452 | ) | ||||||
Total gain |
2,548 | |||||||
Deferred gain (see Note 16) |
(797 | ) | ||||||
Gain recognized on sale of Navios Pollux |
$ | 1,751 | ||||||
Navios Melodia |
||||||||
Cash consideration received |
$ | 72,100 | ||||||
Shares consideration received |
6,687 | |||||||
Book value of vessel Navios Melodia sold to Navios Partners |
(68,757 | ) | ||||||
Total gain |
10,030 | |||||||
Deferred gain (see Note 16) |
(2,876 | ) | ||||||
Gain recognized on sale of Navios Melodia |
$ | 7,154 | ||||||
F-65
Navios Fulvia |
||||||||
Cash consideration received |
$ | 89,900 | ||||||
Shares consideration received |
8,284 | |||||||
Book value of vessel Navios Fulvia sold to Navios Partners |
(67,211 | ) | ||||||
Total gain |
30,973 | |||||||
Deferred gain (see Note 16) |
(8,880 | ) | ||||||
Gain recognized on sale of Navios Fulvia |
$ | 22,093 | ||||||
Vanessa |
||||||||
Cash consideration received |
18,250 | |||||||
Book value of finance lease of vessel Vanessa |
(18,250 | ) | ||||||
$ | | |||||||
Gain from sale of other assets |
$ | 51 | ||||||
Total gain on sale of assets |
$ | 55,432 | ||||||
Navios Apollon |
||||||||
Cash consideration received |
$ | 32,000 | ||||||
Book value of vessel Apollon sold to Navios Partners |
(25,131 | ) | ||||||
Total gain |
6,869 | |||||||
Deferred gain (see Note 16) |
(2,874 | ) | ||||||
Gain recognized on sale of Navios Apollon |
$ | 3,995 | ||||||
Navios Sagittarius |
||||||||
Cash consideration received |
34,600 | |||||||
Book value of purchase option of Navios Sagittarius sold to Navios Partners |
(2,885 | ) | ||||||
Book value of favorable lease term of Navios Sagittarius sold to Navios Partners |
(1,423 | ) | ||||||
Total gain |
30,292 | |||||||
Deferred gain (see Note 16) |
(13,510 | ) | ||||||
Gain recognized on sale of rights of Navios Sagittarius to Navios Partners |
$ | 16,782 | ||||||
Gain from sale of other assets |
$ | 8 | ||||||
Total gain on sale of assets |
$ | 20,785 | ||||||
F-66
Navios Hope |
||||||||
Cash consideration received |
$ | 35,000 | ||||||
Shares consideration received |
44,936 | |||||||
Book value of vessel Navios Hope sold to Navios Partners |
(28,428 | ) | ||||||
Total gain |
51,508 | |||||||
Deferred gain (see Note 16) |
(26,568 | ) | ||||||
Gain recognized on sale of Navios Hope |
$ | 24,940 | ||||||
Obeliks |
||||||||
Cash consideration received |
35,090 | |||||||
Book value of vessel Obeliks sold |
(34,915 | ) | ||||||
Gain recognized on sale of Obeliks |
$ | 175 | ||||||
Partial sale of subsidiary |
||||||||
Sale price |
$ | 78,000 | ||||||
Book value of CNSA contributed to Navios Logistics |
(70,150 | ) | ||||||
Excess of fair value sale (including noncontrolling interests) |
7,850 | |||||||
Gain on sale of partial subsidiary |
$ | 2,702 | ||||||
Total gain on sale of assets/partial sale of subsidiary |
$ | 27,817 | ||||||
F-67
Drybulk Vessel | Tanker Vessel | |||||||||||||||
Operations | Logistics Business | Operations | Total | |||||||||||||
for the | for the | for the | for the | |||||||||||||
Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||
December 31, | December 31, | December 31, | December 31, | |||||||||||||
2010 | 2010 | 2010 | 2010 | |||||||||||||
Revenue |
$ | 458,377 | $ | 187,973 | $ | 33,568 | $ | 679,918 | ||||||||
Gain on derivatives |
4,064 | | | 4,064 | ||||||||||||
Interest income |
2,568 | 297 | 777 | 3,642 | ||||||||||||
Interest income from investments in finance leases |
877 | | | 877 | ||||||||||||
Interest expense and finance cost, net |
(85,720 | ) | (4,526 | ) | (15,776 | ) | (106,022 | ) | ||||||||
Depreciation and amortization |
(69,458 | ) | (22,215 | ) | (10,120 | ) | (101,793 | ) | ||||||||
Equity in net earnings of affiliated companies |
40,585 | | | 40,585 | ||||||||||||
Net income/(loss) attributable to Navios Holdings
common stockholders |
151,241 | 5,600 | (11,084 | ) | 145,757 | |||||||||||
Total assets |
2,141,770 | 548,382 | 986,615 | 3,676,767 | ||||||||||||
Goodwill |
56,239 | 104,096 | 14,722 | 175,057 | ||||||||||||
Capital expenditures |
(387,310 | ) | (15,885 | ) | (179,582 | ) | (582,777 | ) | ||||||||
Investment in affiliates |
18,695 | | | 18,695 | ||||||||||||
Cash and cash equivalents |
106,846 | 39,204 | 61,360 | 207,410 | ||||||||||||
Restricted cash (including current and non
current portion) |
19,214 | 564 | 33,799 | 53,577 | ||||||||||||
Long term debt (including current and non current
portion) |
$ | 1,239,070 | $ | 127,422 | $ | 709,418 | $ | 2,075,910 |
Drybulk Vessel | Tanker Vessel | |||||||||||||||
Operations | Logistics Business | Operations | Total | |||||||||||||
for the | for the | for the | for the | |||||||||||||
Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||
December 31, | December 31, | December 31, | December 31, | |||||||||||||
2009 | 2009 | 2009 | 2009 | |||||||||||||
Revenue |
$ | 459,786 | $ | 138,890 | $ | | $ | 598,676 | ||||||||
Gain on derivatives |
375 | | | 375 | ||||||||||||
Interest income |
1,688 | 11 | | 1,699 | ||||||||||||
Interest income from investments in finance leases |
1,330 | | | 1,330 | ||||||||||||
Interest expense and finance cost, net |
(59,371 | ) | (4,247 | ) | | (63,618 | ) | |||||||||
Depreciation and amortization |
(52,281 | ) | (21,604 | ) | | (73,885 | ) | |||||||||
Equity in net earnings of affiliated companies |
29,222 | | | 29,222 | ||||||||||||
Net income attributable to Navios Holdings common
stockholders |
62,584 | 5,350 | | 67,934 | ||||||||||||
Total assets |
2,430,710 | 504,472 | | 2,935,182 | ||||||||||||
Goodwill |
56,239 | 91,677 | | 147,916 | ||||||||||||
Capital expenditures |
(751,659 | ) | (26,799 | ) | | (778,458 | ) | |||||||||
Investment in affiliates |
13,042 | | | 13,042 | ||||||||||||
Cash and cash equivalents |
147,006 | 26,927 | | 173,933 | ||||||||||||
Restricted cash (including current and non
current portion) |
105,484 | 1,674 | | 107,158 | ||||||||||||
Long term debt (including current and non current
portion) |
$ | 1,502,313 | $ | 120,393 | $ | | $ | 1,622,706 |
F-68
Drybulk Vessel | Tanker Vessel | |||||||||||||||
Operations | Logistics Business | Operations | Total | |||||||||||||
for the | for the | for the | for the | |||||||||||||
Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||
December 31, | December 31, | December 31, | December 31, | |||||||||||||
2008 | 2008 | 2008 | 2008 | |||||||||||||
Revenue |
$ | 1,138,284 | $ | 107,778 | $ | | $ | 1,246,062 | ||||||||
Gain on derivatives |
8,092 | | | 8,092 | ||||||||||||
Interest income |
7,252 | 501 | | 7,753 | ||||||||||||
Interest income from investments in finance leases |
2,185 | | | 2,185 | ||||||||||||
Interest expense and finance cost, net |
(44,707 | ) | (4,421 | ) | | (49,128 | ) | |||||||||
Depreciation and amortization |
(38,499 | ) | (18,563 | ) | | (57,062 | ) | |||||||||
Equity in net earnings of affiliated companies |
17,431 | | | 17,431 | ||||||||||||
Net income attributable to Navios Holdings common
stockholders |
115,100 | 3,427 | | 118,527 | ||||||||||||
Total assets |
1,783,132 | 472,246 | | 2,255,378 | ||||||||||||
Goodwill |
56,239 | 91,393 | | 147,632 | ||||||||||||
Capital expenditures |
(318,287 | ) | (99,212 | ) | | (417,499 | ) | |||||||||
Investment in affiliates |
5,605 | | | 5,605 | ||||||||||||
Cash and cash equivalents |
122,108 | 11,516 | | 133,624 | ||||||||||||
Restricted cash (including current and non
current portion) |
16,808 | 1,050 | | 17,858 | ||||||||||||
Long term debt (including current and non current
portion) |
$ | 806,387 | $ | 81,328 | $ | | $ | 887,715 |
Year ended | Year ended | Year ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||||
2010 | 2009 | 2008 | ||||||||||
North America |
$ | 22,856 | $ | 34,366 | $ | 84,543 | ||||||
Europe |
119,286 | 77,976 | 400,867 | |||||||||
Asia |
335,039 | 322,346 | 600,286 | |||||||||
South America |
193,830 | 145,831 | 107,778 | |||||||||
Other |
8,907 | 18,157 | 52,588 | |||||||||
Total |
$ | 679,918 | $ | 598,676 | $ | 1,246,062 | ||||||
F-69
Year ended | Year ended | Year ended | ||||||||||
December 31, | December 31, | December 31, | ||||||||||
2010 | 2009 | 2008 | ||||||||||
Numerator: |
||||||||||||
Net income attributable to Navios Holdings
common stockholders |
$ | 145,757 | $ | 67,934 | $ | 118,527 | ||||||
Less: |
||||||||||||
Dividend on Preferred Stock |
(2,450 | ) | (909 | ) | | |||||||
Interest on convertible debt and
amortization of convertible bond
discount |
1,121 | 1,107 | | |||||||||
Income available to common shareholders |
$ | 144,428 | $ | 68,132 | $ | 118,527 | ||||||
Denominator: |
||||||||||||
Denominator for basic net income per share attributable
to Navios Holdings stockholders weighted average
shares |
100,518,880 | 99,924,587 | 104,343,083 | |||||||||
Dilutive potential common shares weighted average |
||||||||||||
Restricted stock, restricted stock units and stock options |
735,316 | 533,075 | 178,691 | |||||||||
Convertible preferred stock and convertible debt |
14,928,160 | 4,736,997 | | |||||||||
Warrants outstanding weighted average |
| | 6,759,586 | |||||||||
Proceeds on exercises of warrants |
$ | | $ | | $ | 33,797,930 | ||||||
Number of shares to be repurchased |
| | 3,936,612 | |||||||||
Dilutive effect of securities warrants |
15,663,476 | 5,270,072 | 3,001,665 | |||||||||
Denominator for diluted net income per share attributable
to
Navios Holdings stockholders adjusted weighted shares
and assumed conversions |
116,182,356 | 105,194,659 | 107,344,748 | |||||||||
Basic net income per share attributable to Navios Holdings
stockholders |
$ | 1.43 | $ | 0.68 | $ | 1.14 | ||||||
Diluted net income per share attributable to Navios
Holdings
stockholders |
$ | 1.24 | $ | 0.65 | $ | 1.10 | ||||||
F-70
| for the financial year of putting into service: maximum depreciation 20% straight line; | ||
| for each of the two following financial years: maximum depreciation of 15% straight line; | ||
| then per financial year up to the complete writing off: maximum depreciation of 10% straight line. |
F-71
Noncontrolling interest December 31, 2007 |
$ | | ||
Acquisition of Horamar |
96,186 | |||
Noncontrolling interest in subsidiaries of Horamar |
31,050 | |||
Profit for the year |
1,723 | |||
Noncontrolling interest December 31, 2008 |
$ | 128,959 | ||
Contribution from noncontrolling shareholders |
2,801 | |||
Acquisition of Hidronave S.A. |
480 | |||
Profit for the year |
3,030 | |||
Noncontrolling interest December 31, 2009 |
$ | 135,270 | ||
Consolidation of Navios Acquisition |
65,157 | |||
Navios Acquisition consultancy fees |
5,619 | |||
Navios Acquisition equity issuance and warrant exercise (net of
$3,364 of program related expenses) including reallocation adjustments |
50,530 | |||
Navios Acquisition equity consideration for VLCC acquisition (Note 3) |
10,744 | |||
Navios Acquisition dividends paid |
(1,120 | ) | ||
Navios Logistics reallocation of non-controlling interest |
(19,501 | ) | ||
Navios Logistics equity issuance |
1,350 | |||
Navios Logistics release of escrow shares (Note 3) |
10,869 | |||
Navios Logistics dividends to noncontrolling shareholders |
(470 | ) | ||
Loss for the year |
(488 | ) | ||
Noncontrolling interest December 31, 2010 |
$ | 257,960 | ||
F-72
F-73
Navios | ||||||||||||||||||||
Maritime | Other | Non | ||||||||||||||||||
Income Statement for the year | Holdings Inc. | Guarantor | Guarantor | |||||||||||||||||
ended December 31, 2010 | Issuer | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||
Revenue |
$ | | $ | 458,377 | $ | 221,541 | $ | | $ | 679,918 | ||||||||||
Time charter, voyage and logistic
business expenses |
| (202,904 | ) | (133,654 | ) | | (336,558 | ) | ||||||||||||
Direct vessel expenses |
| (37,357 | ) | (9,752 | ) | | (47,109 | ) | ||||||||||||
General and administrative expenses |
(15,661 | ) | (21,272 | ) | (21,671 | ) | | (58,604 | ) | |||||||||||
Depreciation and amortization |
(2,811 | ) | (66,647 | ) | (32,335 | ) | | (101,793 | ) | |||||||||||
Provision for losses on accounts
receivable |
| (4,008 | ) | (652 | ) | | (4,660 | ) | ||||||||||||
Interest income from finance leases |
| 877 | | | 877 | |||||||||||||||
Interest income |
961 | 2,243 | 438 | | 3,642 | |||||||||||||||
Interest expense and finance cost, net |
(71,001 | ) | (14,719 | ) | (20,302 | ) | | (106,022 | ) | |||||||||||
Gain/ (loss) on derivatives |
5,888 | (1,824 | ) | | | 4,064 | ||||||||||||||
Gain on sale of assets |
| 55,379 | 53 | | 55,432 | |||||||||||||||
Gain on change in control |
17,742 | | | | 17,742 | |||||||||||||||
Other income |
3,891 | 5,028 | 553 | | 9,472 | |||||||||||||||
Other expense |
| (3,240 | ) | (8,063 | ) | | (11,303 | ) | ||||||||||||
(Loss)/income before equity in net
earnings of affiliated companies |
(60,991 | ) | 169,933 | (3,844 | ) | | 105,098 | |||||||||||||
Income/(loss) from subsidiaries |
184,222 | 3,573 | | (187,795 | ) | | ||||||||||||||
Equity in net earnings of
affiliated companies |
22,526 | 18,059 | | | 40,585 | |||||||||||||||
Income/(loss) before taxes |
145,757 | 191,565 | (3,844 | ) | (187,795 | ) | 145,683 | |||||||||||||
Income taxes |
| (350 | ) | (64 | ) | | (414 | ) | ||||||||||||
Net income/(loss) |
145,757 | 191,215 | (3,908 | ) | (187,795 | ) | 145,269 | |||||||||||||
Less: Net loss attributable to the
noncontrolling interest |
| | 488 | | 488 | |||||||||||||||
Net income/(loss) attributable to
Navios Holdings common
stockholders |
$ | 145,757 | $ | 191,215 | $ | (3,420 | ) | $ | (187,795 | ) | $ | 145,757 | ||||||||
F-74
Navios | ||||||||||||||||||||
Maritime | Other | Non | ||||||||||||||||||
Income Statement for the year | Holdings Inc. | Guarantor | Guarantor | |||||||||||||||||
ended December 31, 2009 | Issuer | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||
Revenue |
$ | | $ | 459,786 | $ | 138,890 | $ | | $ | 598,676 | ||||||||||
Time charter, voyage and logistic
business expenses |
| (259,798 | ) | (94,040 | ) | | (353,838 | ) | ||||||||||||
Direct vessel expenses |
| (31,454 | ) | | | (31,454 | ) | |||||||||||||
General and administrative expenses |
(16,149 | ) | (18,632 | ) | (9,116 | ) | | (43,897 | ) | |||||||||||
Depreciation and amortization |
(2,810 | ) | (49,471 | ) | (21,604 | ) | | (73,885 | ) | |||||||||||
Provision for losses on accounts
receivable |
| (886 | ) | (1,351 | ) | | (2,237 | ) | ||||||||||||
Interest income from investments in
finance leases |
| 1,330 | | | 1,330 | |||||||||||||||
Interest income |
184 | 1,504 | 11 | | 1,699 | |||||||||||||||
Interest expenses and finance cost, net |
(53,067 | ) | (6,304 | ) | (4,247 | ) | | (63,618 | ) | |||||||||||
Gain/ (loss) on derivatives |
5,863 | (5,488 | ) | | | 375 | ||||||||||||||
Gain on sale of assets |
| 20,785 | | | 20,785 | |||||||||||||||
Other income |
6,083 | (281 | ) | 947 | | 6,749 | ||||||||||||||
Other expense |
(13,831 | ) | (1,856 | ) | (4,821 | ) | | (20,508 | ) | |||||||||||
(Loss)/income before equity in net
earnings of affiliated companies |
(73,727 | ) | 109,235 | 4,669 | | 40,177 | ||||||||||||||
Income from subsidiaries |
125,883 | 3,502 | | (129,385 | ) | | ||||||||||||||
Equity in net earnings of affiliated
companies |
15,778 | 13,444 | | | 29,222 | |||||||||||||||
Income before taxes |
67,934 | 126,181 | 4,669 | (129,385 | ) | 69,399 | ||||||||||||||
Income tax (expense)/benefit |
| (298 | ) | 1,863 | | 1,565 | ||||||||||||||
Net income |
67,934 | 125,883 | 6,532 | (129,385 | ) | 70,964 | ||||||||||||||
Less: Net income attributable to the
noncontrolling interest |
| | (3,030 | ) | | (3,030 | ) | |||||||||||||
Net income attributable to Navios
Holdings common stockholders |
$ | 67,934 | $ | 125,883 | $ | 3,502 | $ | (129,385 | ) | $ | 67,934 | |||||||||
F-75
Navios | ||||||||||||||||||||
Maritime | Other | Non | ||||||||||||||||||
Income Statement for the year | Holdings Inc. | Guarantor | Guarantor | |||||||||||||||||
ended December 31, 2008 | Issuer | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||
Revenue |
$ | | $ | 1,138,284 | $ | 107,778 | $ | | $ | 1,246,062 | ||||||||||
Time charter, voyage and logistic
business expenses |
| (995,971 | ) | (70,268 | ) | | (1,066,239 | ) | ||||||||||||
Direct vessel expenses |
| (26,621 | ) | | | (26,621 | ) | |||||||||||||
General and administrative expenses |
(8,851 | ) | (20,151 | ) | (8,045 | ) | | (37,047 | ) | |||||||||||
Depreciation and amortization |
(2,818 | ) | (35,682 | ) | (18,562 | ) | | (57,062 | ) | |||||||||||
Provision for losses on accounts
receivable |
(2,668 | ) | | | (2,668 | ) | ||||||||||||||
Interest income from finance leases |
| 2,185 | | | 2,185 | |||||||||||||||
Interest income |
4,073 | 3,178 | 502 | | 7,753 | |||||||||||||||
Interest expense and finance cost, net |
(23,335 | ) | (21,372 | ) | (4,421 | ) | | (49,128 | ) | |||||||||||
Gain/(loss) on derivatives |
(5,282 | ) | 13,374 | | | 8,092 | ||||||||||||||
Gain on sale of assets/partial sale of
subsidiary |
| 27,817 | | | 27,817 | |||||||||||||||
Other income |
| | 948 | | 948 | |||||||||||||||
Other expense |
64 | (4,470 | ) | (2,980 | ) | | (7,386 | ) | ||||||||||||
(Loss)/income before equity in net
earnings of affiliated companies |
(36,149 | ) | 77,903 | 4,952 | | 46,706 | ||||||||||||||
Income from subsidiaries |
140,061 | | | (140,061 | ) | | ||||||||||||||
Equity in net earnings of affiliated
companies |
14,615 | 2,816 | | | 17,431 | |||||||||||||||
Income before taxes |
118,527 | 80,719 | 4,952 | (140,061 | ) | 64,137 | ||||||||||||||
Income tax benefit/(expense) |
| 57,094 | (981 | ) | | 56,113 | ||||||||||||||
Net income |
118,527 | 137,813 | 3,971 | (140,061 | ) | 120,250 | ||||||||||||||
Less: Net income attributable to the
noncontrolling interest |
| | (1,723 | ) | | (1,723 | ) | |||||||||||||
Net income attributable to Navios
Holdings common stockholders |
$ | 118,527 | $ | 137,813 | $ | 2,248 | $ | (140,061 | ) | $ | 118,527 | |||||||||
F-76
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 | $ | 100,523 | $ | 100,564 | $ | | $ | 207,410 | ||||||||||
Restricted cash |
15,726 | 3,488 | 15,576 | | 34,790 | |||||||||||||||
Accounts receivable, net |
| 48,807 | 21,581 | | 70,388 | |||||||||||||||
Intercompany receivables |
173,796 | 7,534 | | (181,330 | ) | | ||||||||||||||
Short term derivative assets |
| 1,420 | | | 1,420 | |||||||||||||||
Due from affiliate companies |
| 2,603 | | | 2,603 | |||||||||||||||
Prepaid expenses and other current assets |
164 | 19,285 | 13,905 | | 33,354 | |||||||||||||||
Total current assets |
196,009 | 183,660 | 151,626 | (181,330 | ) | 349,965 | ||||||||||||||
Deposit for vessel acquisitions |
| 80,834 | 296,690 | | 377,524 | |||||||||||||||
Vessels, port terminal and other fixed
assets, net |
| 1,423,885 | 825,792 | | 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 | 197,193 | | (1,602,916 | ) | | ||||||||||||||
Investment in available for sale
securities |
99,078 | | | | 99,078 | |||||||||||||||
Investment in affiliates |
18,301 | 394 | | | 18,695 | |||||||||||||||
Deferred financing costs, net |
13,321 | 5,547 | 18,887 | | 37,755 | |||||||||||||||
Deferred dry dock and special survey
costs, net |
| 9,966 | 2,041 | | 12,007 | |||||||||||||||
Other long term assets |
| 4,933 | 5,437 | | 10,370 | |||||||||||||||
Goodwill and other intangibles |
100,812 | 155,838 | 246,110 | | 502,760 | |||||||||||||||
Total non-current assets |
1,649,626 | 1,878,739 | 1,401,353 | (1,602,916 | ) | 3,326,802 | ||||||||||||||
Total assets |
1,845,635 | 2,062,399 | 1,552,979 | (1,784,246 | ) | 3,676,767 | ||||||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||||||
Current liabilities |
||||||||||||||||||||
Accounts payable |
| 23,450 | 26,046 | | 49,496 | |||||||||||||||
Accrued expenses |
7,465 | 36,122 | 18,830 | | 62,417 | |||||||||||||||
Deferred income and cash received in
advance |
| 14,917 | 2,765 | | 17,682 | |||||||||||||||
Dividends payable |
6,094 | | 1,120 | | 7,214 | |||||||||||||||
Intercompany Payables |
| 173,796 | 7,534 | (181,330 | ) | | ||||||||||||||
Short term derivative liability |
| 245 | | | 245 | |||||||||||||||
Capital lease obligations |
| | 1,252 | | 1,252 | |||||||||||||||
Current portion of long term debt |
7,929 | 40,111 | 15,257 | | 63,297 | |||||||||||||||
Total current liabilities |
21,488 | 288,641 | 72,804 | (181,330 | ) | 201,603 | ||||||||||||||
Long term debt, net of current portion |
764,564 | 426,467 | 821,582 | | 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 non-current liabilities |
764,564 | 508,714 | 884,343 | | 2,157,621 | |||||||||||||||
Total liabilities |
786,052 | 797,355 | 957,147 | (181,330 | ) | 2,359,224 | ||||||||||||||
Noncontrolling interest |
| | 257,960 | | 257,960 | |||||||||||||||
Total Navios Holdings stockholders equity |
1,059,583 | 1,265,044 | 337,872 | (1,602,916 | ) | 1,059,583 | ||||||||||||||
Total liabilities and stockholders equity |
$ | 1,845,635 | $ | 2,062,399 | $ | 1,552,979 | $ | (1,784,246 | ) | $ | 3,676,767 | |||||||||
F-77
Navios | ||||||||||||||||||||
Maritime | Other | Non | ||||||||||||||||||
Holdings Inc. | Guarantor | Guarantor | ||||||||||||||||||
Balance Sheet as of December 31, 2009 | Issuer | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||
Current assets |
||||||||||||||||||||
Cash and cash equivalent |
$ | 115,535 | $ | 31,471 | $ | 26,927 | $ | | $ | 173,933 | ||||||||||
Restricted cash |
102,216 | 3,268 | 1,674 | | 107,158 | |||||||||||||||
Accounts receivable, net |
82 | 62,844 | 15,578 | | 78,504 | |||||||||||||||
Intercompany receivables |
413,067 | 94 | | (413,161 | ) | | ||||||||||||||
Short term derivative assets |
| 38,382 | | | 38,382 | |||||||||||||||
Due from affiliate companies |
| 1,973 | | | 1,973 | |||||||||||||||
Prepaid expenses and other current assets |
301 | 13,831 | 13,598 | | 27,730 | |||||||||||||||
Total current assets |
631,201 | 151,863 | 57,777 | (413,161 | ) | 427,680 | ||||||||||||||
Deposit for vessel acquisitions |
| 344,515 | | | 344,515 | |||||||||||||||
Vessels, port terminal and other fixed assets,
net |
| 1,311,891 | 265,850 | | 1,577,741 | |||||||||||||||
Long term derivative asset |
8,181 | | | | 8,181 | |||||||||||||||
Investments in subsidiaries |
1,049,231 | 191,560 | | (1,240,791 | ) | | ||||||||||||||
Investment in available for sale securities |
46,314 | | | | 46,314 | |||||||||||||||
Investment in affiliates |
12,347 | 695 | | | 13,042 | |||||||||||||||
Investment in leased assets |
| 18,431 | | | 18,431 | |||||||||||||||
Deferred financing costs, net |
19,870 | 4,945 | 870 | | 25,685 | |||||||||||||||
Deferred dry dock and special survey
costs, net |
| 4,280 | 1,673 | | 5,953 | |||||||||||||||
Other long term assets |
| 9,713 | 9,440 | | 19,153 | |||||||||||||||
Goodwill and other intangibles |
103,622 | 145,622 | 199,243 | | 448,487 | |||||||||||||||
Total non-current assets |
1,239,565 | 2,031,652 | 477,076 | (1,240,791 | ) | 2,507,502 | ||||||||||||||
Total assets |
1,870,766 | 2,183,515 | 534,853 | (1,653,952 | ) | 2,935,182 | ||||||||||||||
LIABILITIES AND EQUITY |
||||||||||||||||||||
Current liabilities |
||||||||||||||||||||
Accounts payable |
| 44,036 | 17,954 | | 61,990 | |||||||||||||||
Accrued expenses and other current
liabilities |
9,257 | 31,253 | 7,520 | | 48,030 | |||||||||||||||
Deferred income and cash received in advance |
| 9,529 | | | 9,529 | |||||||||||||||
Dividends payable |
6,052 | | | | 6,052 | |||||||||||||||
Intercompany payables |
| 413,067 | 94 | (413,161 | ) | | ||||||||||||||
Short term derivative liability |
| 10,675 | | | 10,675 | |||||||||||||||
Current portion of long term debt |
6,466 | 47,509 | 5,829 | | 59,804 | |||||||||||||||
Total current liabilities |
21,775 | 556,069 | 31,397 | (413,161 | ) | 196,080 | ||||||||||||||
Long term debt, net of current portion |
923,511 | 524,827 | 114,564 | | 1,562,902 | |||||||||||||||
Other long term liabilities |
| 27,270 | 6,200 | | 33,470 | |||||||||||||||
Unfavorable lease terms |
| 59,203 | | | 59,203 | |||||||||||||||
Deferred tax liability |
| | 22,777 | | 22,777 | |||||||||||||||
Total non-current liabilities |
923,511 | 611,300 | 143,541 | | 1,678,352 | |||||||||||||||
Total liabilities |
945,286 | 1,167,369 | 174,938 | (413,161 | ) | 1,874,432 | ||||||||||||||
Noncontrolling interest |
| | 135,270 | | 135,270 | |||||||||||||||
Total Navios Holdings stockholders equity |
925,480 | 1,016,146 | 224,645 | (1,240,791 | ) | 925,480 | ||||||||||||||
Total Liabilities and Equity |
$ | 1,870,766 | $ | 2,183,515 | $ | 534,853 | $ | (1,653,952 | ) | $ | 2,935,182 | |||||||||
F-78
Navios | ||||||||||||||||||||
Maritime | Other | Non | ||||||||||||||||||
Cash flow statement for | Holdings Inc. | Guarantor | Guarantor | |||||||||||||||||
the year ended December 31, 2010 | Issuer | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||
Net cash provided by/(used in)
operating activities |
$ | 176,345 | $ | (51,448 | ) | $ | 57,593 | $ | | $ | 182,490 | |||||||||
Cash flows from investing activities |
||||||||||||||||||||
Acquisition of subsidiaries, net of cash
acquired |
(63,230 | ) | | (35,683 | ) | | (98,913 | ) | ||||||||||||
Receipts from finance lease |
| 180 | | | 180 | |||||||||||||||
Proceeds from sale of assets |
| 484,082 | | | 484,082 | |||||||||||||||
Decrease in restricted cash |
65,324 | | 2,335 | | 67,659 | |||||||||||||||
Acquisition of vessels |
| (132,876 | ) | (89,897 | ) | | (222,773 | ) | ||||||||||||
Deposits for vessel acquisitions |
| (253,558 | ) | (89,685 | ) | | (343,243 | ) | ||||||||||||
Purchase of property and equipment |
| (876 | ) | (15,885 | ) | | (16,761 | ) | ||||||||||||
Net cash provided by/(used in)
investing activities |
2,094 | 96,952 | (228,815 | ) | | (129,769 | ) | |||||||||||||
Cash flows from financing activities |
||||||||||||||||||||
Issuance of common stock |
415 | | | | 415 | |||||||||||||||
Repurchase of preferred stock |
(49,030 | ) | | | | (49,030 | ) | |||||||||||||
Preferred shares issuance costs |
| | (1,805 | ) | | (1,805 | ) | |||||||||||||
Dividends/Contributions to/from
noncontrolling shareholders |
| | (470 | ) | | (470 | ) | |||||||||||||
Proceeds from long term loans |
30,901 | 257,216 | 178,517 | | 466,634 | |||||||||||||||
Proceeds from ship mortgage notes |
| | 400,000 | | 400,000 | |||||||||||||||
Repayment of long term debt and
payment of principal |
(156,925 | ) | (229,987 | ) | (417,485 | ) | | (804,397 | ) | |||||||||||
Debt issuance costs |
(453 | ) | (977 | ) | (22,028 | ) | (23,458 | ) | ||||||||||||
Proceeds from warrant exercise |
(77,038 | ) | | 74,978 | | (2,060 | ) | |||||||||||||
Proceeds from equity offering, net of
fees |
| | 33,402 | | 33,402 | |||||||||||||||
Repurchase of convertible bond |
(29,100 | ) | | | | (29,100 | ) | |||||||||||||
Decrease/(Increase) in restricted cash |
20,616 | (2,704 | ) | (250 | ) | | 17,662 | |||||||||||||
Dividends paid |
(27,037 | ) | | | | (27,037 | ) | |||||||||||||
Net cash (used in)/provided by
financing activities |
(287,651 | ) | 23,548 | 244,859 | | (19,244 | ) | |||||||||||||
Net (decrease)/increase in cash and
cash equivalents |
(109,212 | ) | 69,052 | 73,637 | | 33,477 | ||||||||||||||
Cash and cash equivalents, beginning
of year |
115,535 | 31,471 | 26,927 | | 173,933 | |||||||||||||||
Cash and cash equivalents, end of year |
$ | 6,323 | $ | 100,523 | $ | 100,564 | $ | | $ | 207,410 | ||||||||||
F-79
Navios | ||||||||||||||||||||
Maritime | Other | Non | ||||||||||||||||||
Cash flow statement for | Holdings Inc. | Guarantor | Guarantor | |||||||||||||||||
the year ended December 31, 2009 | Issuer | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||
Net cash provided by operating
activities |
$ | 69,834 | $ | 122,164 | $ | 24,453 | $ | | $ | 216,451 | ||||||||||
Cash flows from investing activities |
||||||||||||||||||||
Acquisition of subsidiary, net of
cash acquired |
| | (369 | ) | | (369 | ) | |||||||||||||
Receipts from finance lease |
| 567 | | | 567 | |||||||||||||||
Proceeds from sale of assets |
| 66,600 | | | 66,600 | |||||||||||||||
Increase in restricted cash |
(90,878 | ) | | | | (90,878 | ) | |||||||||||||
Acquisition of vessels |
| (512,760 | ) | | | (512,760 | ) | |||||||||||||
Deposits on vessel acquisitions |
| (238,810 | ) | | | (238,810 | ) | |||||||||||||
Purchase of property and equipment |
| (89 | ) | (26,799 | ) | | (26,888 | ) | ||||||||||||
Net cash used in investing activities |
(90,878 | ) | (684,492 | ) | (27,168 | ) | | (802,538 | ) | |||||||||||
Cash flows from financing activities |
||||||||||||||||||||
Contributions from noncontrolling
shareholders |
| | 563 | | 563 | |||||||||||||||
Proceeds from long term loans |
110,000 | 488,801 | 22,469 | | 621,270 | |||||||||||||||
Proceeds from senior notes, net of
discount |
394,412 | | | | 394,412 | |||||||||||||||
Repayment of long term debt and
payment of principal |
(326,896 | ) | (2,884 | ) | (4,172 | ) | | (333,952 | ) | |||||||||||
Debt issuance costs |
(12,774 | ) | (4,589 | ) | (734 | ) | | (18,097 | ) | |||||||||||
Acquisition of treasury stock |
(717 | ) | | | | (717 | ) | |||||||||||||
Increase in restricted cash |
(9,500 | ) | | | | (9,500 | ) | |||||||||||||
Dividends paid |
(27,583 | ) | | | | (27,583 | ) | |||||||||||||
Net cash provided by financing
activities |
126,942 | 481,328 | 18,126 | | 626,396 | |||||||||||||||
Net increase/(decrease) in cash and
cash equivalents |
105,898 | (81,000 | ) | 15,411 | | 40,309 | ||||||||||||||
Cash and cash equivalents, beginning
of year |
9,637 | 112,471 | 11,516 | | 133,624 | |||||||||||||||
Cash and cash equivalents, end of
year |
$ | 115,535 | $ | 31,471 | $ | 26,927 | $ | | $ | 173,933 | ||||||||||
F-80
Navios | ||||||||||||||||||||
Maritime | Other | Non | ||||||||||||||||||
Cash flow statement for | Holdings Inc. | Guarantor | Guarantor | |||||||||||||||||
the year ended December 31, 2008 | Issuer | Subsidiaries | Subsidiaries | Eliminations | Total | |||||||||||||||
Net cash (used in)/provided by
operating activities |
$ | (277,609 | ) | $ | 221,002 | $ | 28,219 | $ | | $ | (28,388 | ) | ||||||||
Cash flows from investing activities |
||||||||||||||||||||
Acquisition of subsidiaries, net of
cash acquired |
| (113,161 | ) | 5,592 | | (107,569 | ) | |||||||||||||
Deposits in escrow in connection
with acquisition of subsidiary |
| (2,500 | ) | | (2,500 | ) | ||||||||||||||
Receipts from finance lease |
| 4,843 | | | 4,843 | |||||||||||||||
Proceeds from sale of assets |
70,088 | 70,088 | ||||||||||||||||||
Acquisition of vessels |
(118,814 | ) | | | (118,814 | ) | ||||||||||||||
Deposits for vessel acquisitions |
| (197,853 | ) | | | (197,853 | ) | |||||||||||||
Purchase of property and equipment |
| (1,621 | ) | (99,211 | ) | | (100,832 | ) | ||||||||||||
Net cash used in investing activities |
| (359,018 | ) | (93,619 | ) | | (452,637 | ) | ||||||||||||
Cash flows from financing activities |
||||||||||||||||||||
Issuance of common stock |
6,749 | | | | 6,749 | |||||||||||||||
Proceeds from long term borrowing,
net of finance fees |
192,667 | 52,040 | 70,120 | | 314,827 | |||||||||||||||
Repayment of long term debt and
payment of principal |
(42,793 | ) | (9,770 | ) | | | (52,563 | ) | ||||||||||||
Debt issuance costs |
(939 | ) | (817 | ) | (554 | ) | (2,310 | ) | ||||||||||||
Acquisition of treasury stock |
(51,033 | ) | | | (51,033 | ) | ||||||||||||||
Dividends paid |
(28,588 | ) | | | | (28,588 | ) | |||||||||||||
Net cash provided by financing
activities |
76,063 | 41,453 | 69,566 | | 187,082 | |||||||||||||||
Net (decrease)/increase in cash and
cash equivalents |
(201,546 | ) | (96,563 | ) | 4,166 | | (293,943 | ) | ||||||||||||
Cash and cash equivalents, beginning
of year |
211,183 | 209,034 | 7,350 | | 427,567 | |||||||||||||||
Cash and cash equivalents, end of
year |
$ | 9,637 | $ | 112,471 | $ | 11,516 | $ | | $ | 133,624 | ||||||||||
F-81
(a) | On January 27, 2011, Navios Acquisition took delivery of the Nave Polaris, a 25,145 dwt chemical tanker, from a South Korean shipyard into its owned fleet. The vessel is chartered out for six months at a net rate of $10 per day for the first three months and at a net rate of $11 per day for the remaining three months. | ||
(b) | On January 28, 2011, Navios Holdings took delivery of the Navios Altamira, a 179,165 dwt 2010-built Capesize Vessel, from a South Korean shipyard for a purchase price of approximately $54,000, of which $14,000 was paid in cash and the remaining was funded though loan (see note 7). The vessel is chartered-out for 12 years at a net rate of $25 per day. | ||
(c) | On January 28, 2011, Navios Holdings completed the sale of $350,000 of 8 1/8% Senior Notes due 2019 (the 2019 Notes). The 2019 Notes are guaranteed by all of the subsidiaries that provide a guarantee of Navios Holdings existing 8 7/8% first priority ship mortgage notes due 2017. | ||
The net proceeds from the sale of the 8 1/8% Notes were used to redeem any and all of Navios Holdings outstanding 9 1/2% Senior Notes due 2014 (2014 Notes) and pay related transaction fees and expenses and for general corporate purposes. The offer to redeem the 8 1/8% Notes (Tender offer) expired on February 11, 2011 with $25,000 in aggregate principal amount of 2014 Notes outstanding. | |||
Navios Holdings redeemed for cash, on February 28, 2011, all 2014 Notes that remained outstanding after completion of the Tender Offer, at a redemption price of $1.05 per $1.0 principal amount of 2014 Notes, plus accrued and unpaid interest to, but not including that redemption date. | |||
(d) | On February 7, 2011, the Board of Directors of Navios Acquisition declared a quarterly cash dividend in respect of the fourth quarter of 2010 of $0.05 per common share payable on April 5, 2011 to stockholders of record as of March 16, 2011. | ||
(e) | On February 14, 2011, Navios Holdings took delivery of the Navios Azimuth, a 179,169 dwt 2011-built Capesize vessel from a South Korean shipyard for a purchase price of approximately $54,151, of which $12,500 was paid in cash, $40,000 was financed through a loan and the remaining was funded through the issuance of 300 shares of preferred stock which have a nominal value of $3,000 and a fair value of $1,651 (see Note 7). The vessel is chartered-out for 12 years at a net rate of $27 per day. | ||
(f) | On February 14, 2011, Navios Holdings received an amount of $6,126 as a dividend distribution from its affiliate Navios Partners. | ||
(g) | On February 18, 2011, the Board of Directors of Navios Holdings resolved that a dividend of $0.06 per share of common stock will be paid on April 12, 2011 to stockholders of record on March 22, 2011. | ||
(h) | In November 2010, Navios Holdings agreed to exercise its option to purchase the Navios Astra for $20,972. The Navios Astra was delivered to Navios Holdings on February 21, 2011. As of December 31, 2010, Navios Holdings had paid a 10% deposit of purchase price for the acquisition of the Navios Astra amounting to $2,097 and the remaining amount of $18,800 was paid upon vessels delivery. | ||
(i) | Navios Holdings exchanged 7,676,000 shares of Navios Acquisitions common stock it held for non-voting preferred stock of Navios Acquisition pursuant to an Exchange Agreement entered into on March 30, 2011, between Navios Acquisition and Navios Holdings. Following this exchange, Navios Holdings interest in Navios Acquisition decreased to 45%. |
F-82
(j) | On March 29, 2011, Navios Logistics agreed with Marfin Popular Bank to amend its current loan agreement with its subsidiary, Nauticler S.A., to provide for a $40,000 revolving credit facility. The proposed amended facility is expected to provide for the existing margin of 300 basis points and would be secured by mortgages on four tanker vessels or alternative security over other assets acceptable to the bank. The proposed amended facility will require compliance with customary covenants. The obligation of the bank under the proposed amended facility is subject to prepayment of the existing 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. | ||
(k) | On March 31, 2011, Navios Holdings announced that its majority owned subsidiary, Navios Logistics intends to offer through a private placement, subject to market and other conditions, approximately $185,000 of senior notes due 2019 (the Notes). The Notes will be offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and in offshore transactions to non-United States persons in reliance on Regulation S under the Securities Act. Navios Holdings is not acting as either an obligor or guarantor of the Notes in the offering. | ||
The Notes will be the senior unsecured obligations of Navios Logistics and will rank equal in right of payment to all of Navios Logistics existing and future senior unsecured indebtedness, and will rank senior in right of payment to all of Navios Logistics existing and future subordinated indebtedness. On the issue date of the Notes, Navios Logistics direct and indirect subsidiaries, other than certain identified subsidiaries, are expected to guarantee the Notes on an unsecured senior basis. |
F-83
1. | I have reviewed this annual report on Form 20-F of Navios Maritime Holdings Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; | |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the company and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within that entity, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and | ||
d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting: and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal controls over financial reporting. |
/s/ Angeliki Frangou
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Chief Executive Officer |
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(Principal Executive Officer) |
1. | I have reviewed this annual report on Form 20-F of Navios Maritime Holdings Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; | |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the company and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within that entity, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and | ||
d) | Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal controls over financial reporting. |
/s/ George Achniotis
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George Achniotis |
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Chief Financial Officer |
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(Principal Financial Officer) |
(i) | the accompanying report on Form 20-F of the Company for the year ended December 31, 2010 (the Report) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and | ||
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: June 20, 2011 | /s/ Angeliki Frangou | |||
Angeliki Frangou | ||||
Chief Executive Officer | ||||
Date: June 20, 2011 | /s/ George Achniotis | |||
George Achniotis | ||||
Chief Financial Officer | ||||