NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Participation in offerings of affiliates:
Refer to Note 13 for Navios Holdings
participation in Navios Acquisitions and Navios Partners offerings. On February 4, 2015, Navios Holdings entered into a share purchase agreement with Navios Partners pursuant to which Navios Holdings made an investment in Navios
Partners by purchasing common units, and general partnership interests, in order to maintain its 20.0% partnership interest in Navios Partners following its equity offering in February 2015. In connection with this agreement, Navios Holdings entered
into a registration rights agreement with Navios Partners pursuant to which Navios Partners provided Navios Holdings with certain rights relating to the registration of the common units. Navios Holdings has entered into additional share purchase
agreements on December 30, 2016, March 3, 2017, March 23, 2017, March 31, 2017, January 11, 2018 and February 21, 2018 for the purchase up to a total of 1,717,318 general partnership interests.
The Navios Acquisition Credit Facility:
On September 19, 2016, Navios Holdings entered into a secured credit facility of up to
$70,000 with Navios Acquisition. This credit facility was secured by all of the Companys interest in Navios Acquisition and 78.5% of the Companys interest in Navios Logistics, representing a majority of the shares outstanding of
Navios Logistics. This facility was provided for an arrangement fee of $700. On November 3, 2017, Navios Holdings prepaid in full the outstanding amount under this credit facility with Navios Acquisition and all collateral was released.
Balance due from Navios Europe I:
Balance due from Navios Europe I as of June 30, 2018 amounted to $13,463 (December 31,
2017: $7,176) which included the net current receivable amount of $9,775 (December 31, 2017: $4,002) mainly consisting of management fees, accrued interest income earned under the Navios Revolving Loans I (as defined in Note 13) and other
expenses and the
non-current
amount receivable of $3,688 (December 31, 2017: $3,174) related to the accrued interest income earned under the Navios Term Loans I (as defined in Note 13).
The Navios Revolving Loans I and the Navios Term Loans I earn interest and an annual preferred return, respectively, at 1,270 basis points per
annum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end of each quarter. There are no covenant requirements or stated maturity dates.
As of June 30, 2018, the outstanding amount relating to Navios Holdings portion under the Navios Revolving Loans I is $11,125
(December 31, 2017: $11,125), under the caption Loan receivable from affiliate companies. As of June 30, 2018, the amount undrawn under the Revolving Loans I was $0.
On March 17, 2017, Navios Holdings transferred to Navios Partners its rights to the Navios Revolving Loans I and the Navios Term
Loans I (including the respective accrued receivable interest), with a total carrying value of $21,384 for a total consideration of $33,473, comprised of $4,050 in cash and 13,076,923 newly issued common units of Navios Partners with a fair
value of $29,423 (based on Navios Partners trading price as of the closing of the transaction). The Company evaluated this transaction in accordance with ASC 860, classifying it as a secured borrowing arrangement. At the date of this
transaction, the Company recognized a long-term liability of $33,473, including a premium of $12,089 which will be amortized through Interest expense and finance cost, net over the term of the loans until 2023, and is included within
Long-term payable to affiliate companies. Navios Holdings may be required from Navios Partners, under certain conditions, to repurchase the loans after the third anniversary of the date of the transaction based on the then-outstanding
balance of the loans. See also Note 13. As of June 30, 2018, the long-term payable to Navios Partners amounted to $34,741, including the unamortized premium of $9,358.
Balance due from Navios Europe II:
Balance due from Navios Europe II as of June 30, 2018, amounted to $274 (December 31,
2017: $2,440), which included the net current payable amount of $4,439 (December 31, 2017: $1,310), mainly consisting of management fees and net of accrued interest income earned under the Navios Revolving Loans II (as defined in Note 13) and
other expenses and the
non-current
amount receivable of $4,713 (December 31, 2017: $3,750) related to the accrued interest income earned under the Navios Term Loans II (as defined in Note 13).
The Navios Revolving Loans II and the Navios Term Loans II earn interest and an annual preferred return, respectively, at 1,800 basis points
per annum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end of each quarter. There are no covenant requirements or stated maturity dates.
As of June 30, 2018, the outstanding amount relating to Navios Holdings portion under the Navios Revolving Loans II was $12,063
(December 31, 2017: $12,063), under the caption Loan receivable from affiliate companies. In March 2017, the amount undrawn from the Navios Revolving Loans II increased by $14,000. As of June 30, 2018, the amount undrawn from the
Navios Revolving Loans II was $15,003, of which Navios Holdings may be required to fund an amount ranging from $0 to $15,003.
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