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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
Amendment No. 1
(Mark One)
¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring shell company report
For the transition period from to
Commission file number
333-179250
Navios South American Logistics Inc.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
Republic of Marshall Islands
(Jurisdiction of incorporation or organization)
Aguada Park Free Zone
Paraguay 2141, Of. 1603
Montevideo, Uruguay
(Address of principal executive offices)
Stuart Gelfond
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Tel: (212) 859-8000
Fax: (212) 859-4000
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act. None
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.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
There is no public market for the registrant’s common stock. There were 20,000 shares of the registrant’s, par $1.00 per share, issued and outstanding as of December 31, 2014
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such reporting requirements for the past 90 days. Yes ¨ No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer x
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x | International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ | Other ¨ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
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INTRODUCTORY NOTE
We are filing this Amendment to our Form 20-F for the fiscal year ended December 31, 2014 solely to revise the Report of Independent Registered Public Accounting Firm at December 31, 2014 and December 31, 2013 and for each of the three years in the period ended December 31, 2014 to clarify that the that the accompanying consolidated balance sheets and the related consolidated statements of operations, changes in equity and cash flows present fairly, in all material respects, the financial position of Navios South American Logistics Inc. and its subsidiaries as of December 31, 2014 and 2013, and their results of operations and their cash flows for each of the three years in the period ended December 31, 2014, are prepared “in conformity with accounting principles generally accepted in the United States of America” rather than “in conformity with the standards of the Public Company Accounting Oversight Board”.
No other changes have been made to the previously filed Form 20-F.
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PART III
Item 17. | Financial Statements |
See Item 18.
Item 18. | Financial Statements |
The financial information required by this Item is set forth on pages F-1 to F-37 and are filed as part of this report statement.
Item 19. | Exhibits |
1.1 | Amended Articles of Incorporation of Navios South American Logistics Inc.(1) | |
1.2 | Bylaws of Navios South American Logistics Inc.(1) | |
2.1 | Shareholders’ Agreement, dated as of June 17, 2010, between Navios South American Logistics Inc., Navios Corporation and Grandall Investment S.A.(1) | |
2.2 | Indenture, dated as of April 12, 2011, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., each of the Guarantors thereto and Wells Fargo Bank, National Association.(1) | |
2.3 | First Supplemental Indenture, dated as of April 28, 2011, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., each of the Guarantors thereto and Wells Fargo Bank, National Association.(2) | |
2.4 | Second Supplemental Indenture, dated as of July 26, 2011, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., each of the Guarantors thereto and Wells Fargo Bank, National Association.(2) | |
2.5 | Amended and Restated Waiver to Shareholder’s Agreement.(2) | |
2.6 | Third Supplemental Indenture, dated as of December 19, 2012, among Navios South American Logistics Inc. , Navios Logistics Finance (US) Inc. and Wells Fargo Bank, National Association(3) | |
2.7 | Fourth Supplemental Indenture, dated as of March 12, 2013, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., each of the Guarantors thereto and Wells Fargo Bank, National Association.(4) | |
2.8 | Fifth Supplemental Indenture, dated as of April 19, 2013, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., each of the Guarantors thereto and Wells Fargo Bank, National Association.(5) | |
2.9 | Sixth Supplemental Indenture, dated as of September 12, 2013, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., each of the Guarantors thereto and Wells Fargo Bank, National Association.(5) | |
2.10 | Seventh Supplemental Indenture, dated as of April 22, 2014, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., each of the Guarantors thereto and Wells Fargo Bank, National Association.(6) | |
2.11 | Indenture, dated April 22, 2014, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., each of the Guarantors thereto and Wells Fargo Bank, National Association.(6) | |
2.12 | First Supplemental Indenture, dated as of November 3, 2014, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., each of the Guarantors thereto and Wells Fargo Bank, National Association.** | |
2.13 | Second Supplemental Indenture, dated as of February 6, 2015, among Navios South American Logistics Inc., Navios Logistics Finance (US) Inc., each of the Guarantors thereto and Wells Fargo Bank, National Association.** | |
4.1 | Administrative Services Agreement, dated as of April 12, 2011, between Navios South American Logistics Inc. and Navios Maritime Holdings Inc.(1) | |
8 | Subsidiaries of Navios South American Logistics Inc.** | |
11 | Code of Ethics(2) | |
12.1 | Section 302 Certifications of Principal Executive Officer.* | |
12.2 | Section 302 Certification of Principal Financial Officer.* | |
13 | Section 906 Certifications of Principal Executive and Principal Financial Officer.* | |
101 | The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at December 31, 2012 and 2011; (ii) Consolidated Statements of Operations for each of the years ended December 31, 2012, 2011 and 2010; (iii) Consolidated Statements of Cash Flows for each of the years ended December 31, 2011, 2011 and 2010; (iv) Consolidated Statements of Changes in Equity for each of the years ended December 31, 2011, 2011 and 2010; and (v) the Notes to Consolidated Financial Statements as blocks of text.*** |
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* | Filed herewith. |
** | Filed previously. |
*** | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
(1) | Previously filed with Registration Statement on Form F-4 (Registration No. 333-179250), as filed with the Securities and Exchange Commission on January 31, 2012. |
(2) | Previously filed with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, as filed with the Securities and Exchange Commission on April 5, 2012. |
(3) | Previously filed with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission on March 7, 2013. |
(4) | Previously filed with the Company’s Report on Form 6-K, filed with the Securities and Exchange Commission on March 20, 2013. |
(5) | Previously filed with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on March 11, 2014. |
(6) | Previously filed with the Company’s Report on Form 6-K, filed with the Securities and Exchange Commission on April 23, 2014. |
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SIGNATURES
Navios South American Logistics Inc. hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
NAVIOS SOUTH AMERICAN LOGISTICS INC. | ||||
By: | NAVIOS SOUTH AMERICAN LOGISTICS INC. | |||
/s/ Claudio Pablo Lopez | ||||
Name: | Claudio Pablo Lopez | |||
Title: | Chief Executive Officer, Vice Chairman and Director |
Date: September 18, 2015
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page | ||||
NAVIOS SOUTH AMERICAN LOGISTICS INC. | ||||
F-2 | ||||
F-3 | ||||
CONSOLIDATED STATEMENTS OF OPERATIONS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 | F-4 | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 | F-5 | |||
F-6 | ||||
F-7 |
F-1
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Report of Independent Registered Public Accounting Firm
To Navios South American Logistics Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, changes in equity and cash flows present fairly, in all material respects, the financial position of Navios South American Logistics Inc. and its subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PRICE WATERHOUSE & Co. S.R.L. |
By:/s/ Marcelo D. Pfaff(Partner) |
Marcelo D. Pfaff |
Buenos Aires, Argentina March 30, 2015. |
F-2
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NAVIOS SOUTH AMERICAN LOGISTICS INC.
(Expressed in thousands of U.S. dollars—except share data)
Notes | December 31, 2014 | December 31, 2013 | ||||||||
ASSETS | ||||||||||
Current assets | ||||||||||
Cash and cash equivalents | 3 | $ | 71,931 | $ | 86,569 | |||||
Accounts receivable, net | 4 | 29,317 | 21,503 | |||||||
Prepaid expenses and other current assets | 5 | 10,618 | 8,785 | |||||||
Inventories | 12,435 | 8,908 | ||||||||
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Total current assets | 124,301 | 125,765 | ||||||||
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Deposits for vessels, port terminals and other fixed assets | 6 | 23,225 | 31,398 | |||||||
Vessels, port terminals and other fixed assets, net | 6 | 443,625 | 364,481 | |||||||
Intangible assets other than goodwill | 7 | 70,897 | 57,719 | |||||||
Goodwill | 104,096 | 104,096 | ||||||||
Deferred drydock and special survey costs, net | 18,084 | 17,436 | ||||||||
Deferred financing costs, net | 9 | 8,750 | 8,037 | |||||||
Other long-term assets | 1,905 | 3,128 | ||||||||
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Total noncurrent assets | 670,582 | 586,295 | ||||||||
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Total assets | $ | 794,883 | $ | 712,060 | ||||||
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LIABILITIES AND EQUITY | ||||||||||
Current liabilities | ||||||||||
Accounts payable | 8 | $ | 29,378 | $ | 18,500 | |||||
Due to affiliate companies | 17 | 1,783 | 544 | |||||||
Accrued expenses | 8 | 18,058 | 18,311 | |||||||
Deferred income | 6,182 | 884 | ||||||||
Due to related parties, net | 17 | 5,469 | 5,161 | |||||||
Other current liabilities | 7 | 6,800 | — | |||||||
Current portion of capital lease obligations | 6 | 1,449 | 1,400 | |||||||
Current portion of long-term debt | 9 | 69 | 69 | |||||||
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Total current liabilities | 69,188 | $ | 44,869 | |||||||
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Senior notes | 9 | 375,000 | 293,156 | |||||||
Due to related parties, net | 17 | 1,896 | 5,501 | |||||||
Long-term debt, net of current portion | 9 | 390 | 459 | |||||||
Capital lease obligations, net of current portion | 6 | 20,911 | 22,359 | |||||||
Deferred tax liability | 15 | 12,735 | 13,869 | |||||||
Other long-term liabilities | 988 | 1,368 | ||||||||
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Total noncurrent liabilities | 411,920 | $ | 336,712 | |||||||
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Total liabilities | 481,108 | $ | 381,581 | |||||||
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Commitments and contingencies | 14 | — | — | |||||||
STOCKHOLDERS’ EQUITY | ||||||||||
Common stock—$1.00 par value: 50,000,000 authorized shares; 20,000 shares issued and outstanding in 2014 and 2013 | 18 | 20 | 20 | |||||||
Additional paid-in capital | 303,441 | 303,441 | ||||||||
Retained earnings | 10,314 | 27,018 | ||||||||
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Total stockholders’ equity | 313,775 | 330,479 | ||||||||
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Total liabilities and stockholders’ equity | $ | 794,883 | $ | 712,060 | ||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-3
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NAVIOS SOUTH AMERICAN LOGISTICS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in thousands of U.S. dollars—except share data)
Notes | Year Ended December 31, 2014 | Year Ended December 31, 2013 | Year Ended December 31, 2012 | |||||||||||
Time charter, voyage and port terminal revenues | $ | 208,507 | $ | 190,734 | $ | 178,619 | ||||||||
Sales of products | 60,267 | 46,350 | 68,414 | |||||||||||
Time charter, voyage and port terminal expenses | 11 | (47,653 | ) | (42,428 | ) | (41,776 | ) | |||||||
Direct vessel expenses | 12 | (72,187 | ) | (72,713 | ) | (69,476 | ) | |||||||
Cost of products sold | (58,011 | ) | (42,760 | ) | (65,039 | ) | ||||||||
Depreciation of vessels, port terminals and other fixed assets, net | 6 | (21,264 | ) | (19,555 | ) | (22,502 | ) | |||||||
Amortization of intangible assets | 7 | (3,822 | ) | (3,799 | ) | (4,438 | ) | |||||||
Amortization of deferred drydock and special survey costs | 2 | (5,838 | ) | (3,392 | ) | (1,332 | ) | |||||||
General and administrative expenses | 13 | (14,764 | ) | (14,617 | ) | (14,844 | ) | |||||||
Provision for losses on accounts receivable | 4 | (548 | ) | (567 | ) | (747 | ) | |||||||
Taxes other than income taxes | (9,275 | ) | (7,912 | ) | (8,212 | ) | ||||||||
Gain on sale of assets | — | 18 | — | |||||||||||
Loss on bond extinguishment | 9 | (27,281 | ) | — | — | |||||||||
Interest expense and finance cost | 9 | (27,837 | ) | (25,148 | ) | (20,057 | ) | |||||||
Interest income | 291 | 219 | 388 | |||||||||||
Foreign exchange differences, net | 2 | 1,494 | 414 | (279 | ) | |||||||||
Other income, net | 941 | 430 | 1,492 | |||||||||||
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(Loss)/Income before income taxes and noncontrolling interest | $ | (16,980 | ) | $ | 5,274 | $ | 211 | |||||||
Income tax benefit/(expense) | 15 | 276 | 4,554 | (35 | ) | |||||||||
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Net (loss)/income | $ | (16,704 | ) | $ | 9,828 | $ | 176 | |||||||
Less: Net income attributable to the noncontrolling interest | — | (112 | ) | (20 | ) | |||||||||
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Net (loss)/income attributable to Navios Logistics’ stockholders | $ | (16,704 | ) | $ | 9,716 | $ | 156 | |||||||
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(Loss)/earnings per share attributable to Navios Logistics’ stockholders, basic and diluted | 20 | $ | (0.8352 | ) | $ | 0.4858 | $ | 0.0078 | ||||||
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Weighted average number of shares, basic and diluted | 20,000 | 20,000 | 20,000 | |||||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-4
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NAVIOS SOUTH AMERICAN LOGISTICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
Notes | Year Ended December 31, 2014 | Year Ended December 31, 2013 | Year Ended December 31, 2012 | |||||||||||
OPERATING ACTIVITIES: | ||||||||||||||
Net (loss)/income | $ | (16,704 | ) | $ | 9,828 | $ | 176 | |||||||
Adjustments to reconcile net (loss)/income to net cash provided by operating activities: | ||||||||||||||
Depreciation of vessels, port terminals and other fixed assets, net | 6 | 21,264 | 19,555 | 22,502 | ||||||||||
Amortization of deferred drydock and special survey costs | 2 | 5,838 | 3,392 | 1,332 | ||||||||||
Income tax (benefit)/expense | 15 | (276 | ) | (4,554 | ) | 35 | ||||||||
Amortization of deferred financing costs | 2 | 677 | 776 | 1,090 | ||||||||||
Amortization of intangible assets | 7 | 3,822 | 3,799 | 4,438 | ||||||||||
Loss on bond extinguishment | 4,786 | — | — | |||||||||||
Provision for losses on accounts receivable | 4 | 548 | 567 | 747 | ||||||||||
Gain on sale of assets | — | (18 | ) | — | ||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
(Increase)/decrease in accounts receivable | (8,315 | ) | 7,070 | 2,127 | ||||||||||
(Increase)/decrease in prepaid expenses and other current assets | (1,833 | ) | 184 | (1,076 | ) | |||||||||
(Increase)/decrease in inventories | (3,527 | ) | 5,645 | (8,052 | ) | |||||||||
Decrease/(increase) in other long term assets | 1,971 | (977 | ) | 3,211 | ||||||||||
Payments for drydock and special survey costs | (6,486 | ) | (10,017 | ) | (5,274 | ) | ||||||||
Increase/(decrease) in accounts payable | 10,468 | (16,247 | ) | 6,429 | ||||||||||
Increase/(decrease) in due to affiliate companies | 1,239 | (1,309 | ) | (147 | ) | |||||||||
(Decrease)/increase in accrued expenses | (1,326 | ) | 1,201 | (675 | ) | |||||||||
Increase/(decrease) in deferred income | 5,298 | (2,120 | ) | (1,488 | ) | |||||||||
Decrease in other long term liabilities | (1,127 | ) | (251 | ) | (4,809 | ) | ||||||||
(Decrease)/increase in due to related parties | (3,297 | ) | (2,026 | ) | 3,664 | |||||||||
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Net cash provided by operating activities | $ | 13,020 | $ | 14,498 | $ | 24,230 | ||||||||
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INVESTING ACTIVITIES: | ||||||||||||||
Acquisition of vessels, port terminals and other fixed assets, net | 6 | (68,433 | ) | (27,998 | ) | (9,132 | ) | |||||||
Deposits for vessels, port terminals and other fixed assets | 6 | (23,225 | ) | (31,398 | ) | (8,534 | ) | |||||||
Acquisition of intangible assets | 7 | (10,200 | ) | (2,092 | ) | — | ||||||||
Cash acquired through asset acquisition | — | — | 34 | |||||||||||
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Net cash used in investing activities | $ | (101,858 | ) | $ | (61,488 | ) | $ | (17,632 | ) | |||||
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FINANCING ACTIVITIES: | ||||||||||||||
Proceeds from issuance of Senior Notes, including premium | 375,000 | 93,375 | — | |||||||||||
Repayment of 2019 Senior Notes | (290,000 | ) | — | — | ||||||||||
Repayment of long-term debt and payment of principal | (69 | ) | (70 | ) | (70 | ) | ||||||||
Acquisition of noncontrolling interest | — | (750 | ) | — | ||||||||||
Payments of obligations under capital leases | 6 | (1,399 | ) | (1,353 | ) | (1,519 | ) | |||||||
Debt issuance costs | 9 | (9,332 | ) | (3,181 | ) | — | ||||||||
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Net cash provided/(used in) by financing activities | $ | 74,200 | $ | 88,021 | $ | (1,589 | ) | |||||||
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Net (decrease)/increase in cash and cash equivalents | (14,638 | ) | 41,031 | 5,009 | ||||||||||
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Cash and cash equivalents, beginning of year | 86,569 | 45,538 | 40,529 | |||||||||||
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Cash and cash equivalents, end of year | $ | 71,931 | $ | 86,569 | $ | 45,538 | ||||||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||||||
Cash paid for interest, net of capitalized interest | $ | 28,159 | $ | 25,852 | $ | 19,046 | ||||||||
Cash paid for income taxes | $ | 367 | $ | 302 | $ | 657 | ||||||||
Non-cash investing and financing activities: | ||||||||||||||
Acquisition of intangible assets | $ | (6,800 | ) | $ | — | $ | — | |||||||
Acquisition of vessels port terminals and other fixed assets, net | $ | (624 | ) | $ | — | $ | (15,413 | ) | ||||||
Debt issuance costs | $ | (225 | ) | $ | — | $ | — | |||||||
Revaluation of vessels due to restructuring of capital lease obligation | $ | — | $ | — | $ | 4,590 | ||||||||
Decrease in capital lease obligation due to restructuring | $ | — | $ | — | $ | (4,590 | ) | |||||||
Working capital acquired | $ | — | $ | — | $ | 597 |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
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NAVIOS SOUTH AMERICAN LOGISTICS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of U.S. dollars—except share data)
Number of shares | Common Stock | Additional Paid-In Capital | Retained Earnings | Total Navios Logistics’ Stockholders’ Equity | Noncontrolling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||
Balance December 31, 2011 | 20,000 | $ | 20 | $ | 303,518 | $ | 17,146 | $ | 320,684 | $ | 541 | $ | 321,225 | |||||||||||||||
Net income | — | — | — | 156 | 156 | 20 | 176 | |||||||||||||||||||||
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Balance December 31, 2012 | 20,000 | $ | 20 | $ | 303,518 | $ | 17,302 | $ | 320,840 | $ | 561 | $ | 321,401 | |||||||||||||||
Acquisition of noncontrolling interest | — | — | (77 | ) | — | (77 | ) | (673 | ) | (750 | ) | |||||||||||||||||
Net income | — | — | — | 9,716 | 9,716 | 112 | 9,828 | |||||||||||||||||||||
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Balance December 31, 2013 | 20,000 | $ | 20 | $ | 303,441 | $ | 27,018 | $ | 330,479 | $ | — | $ | 330,479 | |||||||||||||||
Net loss | — | — | — | (16,704 | ) | (16,704 | ) | — | (16,704 | ) | ||||||||||||||||||
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Balance December 31, 2014 | 20,000 | $ | 20 | $ | 303,441 | $ | 10,314 | $ | 313,775 | $ | — | $ | 313,775 | |||||||||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-6
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NAVIOS SOUTH AMERICAN LOGISTICS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars—except share data)
NOTE 1: DESCRIPTION OF BUSINESS
Nature of operations
Navios South American Logistics Inc. (“Navios Logistics” or the “Company”) is one of the largest logistics companies in the Hidrovia region of South America, focusing on the Hidrovia river system, the main navigable river system in the region, and on cabotage trades along the eastern coast of South America. Navios Logistics is focused on providing its customers integrated transportation, storage and related services through its port facilities, its large, versatile fleet of dry and liquid cargo barges and its product tankers. Navios Logistics serves the needs of a number of growing South American industries, including mineral and grain commodity providers as well as users of refined petroleum products.
Formation of Navios Logistics
Navios Logistics was incorporated under the laws of the Republic of the Marshall Islands on December 17, 2007. As of December 31, 2014, Navios Maritime Holdings Inc. (“Navios Holdings”) owns 63.8% of Navios Logistics’ stock.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(a) Basis of Presentation:
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Where necessary, comparative figures have been reclassified to conform with changes in the presentation of the financial statements.
(b) Principles of Consolidation:
The accompanying consolidated financial statements include the accounts of Navios Logistics and its subsidiaries, both majority and wholly-owned. All significant intercompany balances and transactions between these entities 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. The primary beneficiary of a variable interest entity (“VIE”) is the variable interest holder (e.g., a contractual counterparty or capital provider) deemed to have the controlling financial interest in the VIE and therefore must consolidate it. The primary beneficiary is not necessarily the party with the majority or even any of the voting interests in an entity. Rather, the primary beneficiary is the reporting entity that has both of the following characteristics: a) the power to direct the activities that most significantly impact the VIE’s economic performance; and b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. A VIE 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 entity’s 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 entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights.
Subsidiaries Included in the Consolidation:
Subsidiaries are those entities in which the Company has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies. The acquisition method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition. The excess of the cost of acquisition over the fair value of the net assets acquired and liabilities assumed is recorded as goodwill.
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Subsidiaries included in the consolidation:
Company Name | Country of Incorporation | Nature | Percentage of Ownership | Statement of operations | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
Corporacion Navios S.A. | Uruguay | Operating Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Energias Renovables del Sur S.A. | Uruguay | Port-Terminal Rights Owning Company | 100 | % | 1/1-12/31 | 3/19-12/31 | — | |||||||||||||
Nauticler S.A. | Uruguay | Sub-Holding Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Compania Naviera Horamar S.A. | Argentina | Vessel-Operating Management Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Compania de Transporte Fluvial International S.A. | Uruguay | Sub-Holding Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Ponte Rio S.A. | Uruguay | Operating Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Thalassa Energy S.A.(i) | Argentina | Barge-Owning Company | 100 | % | — | 1/1-11/19 | 1/1-12/31 | |||||||||||||
HS Tankers Inc. | Panama | Tanker-Owning Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
HS Navigation Inc. | Panama | Tanker-Owning Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
HS Shipping Ltd. Inc. | Panama | Tanker-Owning Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
HS South Inc. | Panama | Tanker-Owning Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Petrovia Internacional S.A. | Uruguay | Land-Owning Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Mercopar S.A. | Paraguay | Operating/Barge-Owning Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Navegacion Guarani S.A.(ii) | Paraguay | Operating/Barge and Pushboat-Owning Company | 100 | % | — | 1/1-6/12 | 1/1-12/31 | |||||||||||||
Hidrovia OSR S.A.(iii) | Paraguay | Tanker-Owning Company/Oil Spill Response & Salvage Services | 100 | % | — | 1/1-7/10 | 1/1-12/31 | |||||||||||||
Mercofluvial S.A.(iii) | Paraguay | Operating/Barge and Pushboat-Owning Company | 100 | % | — | 1/1-7/10 | 1/1-12/31 | |||||||||||||
Petrolera San Antonio S.A. | Paraguay | Port Facility-Owning Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Stability Oceanways S.A. | Panama | Barge and Pushboat-Owning Operating Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Hidronave South American Logistics S.A.(iv) | Brazil | Pushboat-Owning Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Horamar do Brasil Navegação Ltda | Brazil | Non-Operating Company | 100 | % | 1/1-12/31 | 5/8-12/31 | — | |||||||||||||
Navarra Shipping Corporation | Marshall Is. | Tanker-Owning Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Pelayo Shipping Corporation | Marshall Is. | Tanker-Owning Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Navios Logistics Finance (US) Inc. | Delaware | Operating Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Varena Maritime Services S.A. | Panama | Barge and Pushboat-Owning Operating Company | 100 | % | 1/1-12/31 | 1/1-12/31 | 1/1-12/31 | |||||||||||||
Merco Parana S.A.(i) | Argentina | Barge-Owning Company | 100 | % | — | 1/1-11/19 | 7/1-12/31 | |||||||||||||
Honey Bunkering S.A. | Panama | Tanker-Owning Company | 100 | % | 8/20-12/31 | — | — | |||||||||||||
Naviera Alto Parana S.A. | Paraguay | Non-Operating Company | 100 | % | 7/4-12/31 | — | — | |||||||||||||
Edolmix S.A. | Uruguay | Port-Terminal Rights Owning Company | 100 | % | 12/15-12/31 | — | — | |||||||||||||
Cartisur S.A. | Uruguay | Port-Terminal Rights Owning Company | 100 | % | 12/15-12/31 | — | — | |||||||||||||
Glensa Trading International Ltd.(v) | British Virgin Islands | Sub-Holding Company | 100 | % | 12/15-12/31 | — | — | |||||||||||||
Ruswe International S.A. | Uruguay | Barge-Operating Company | 100 | % | 12/23-12/31 | — | — |
(i) | These companies were merged into Compania Naviera Horamar S.A. on November 19, 2013. |
(ii) | This company was merged into another Paraguayan company on June 12, 2013. |
(iii) | These companies were merged into other Paraguayan companies on July 10, 2013. |
(iv) | On July 10, 2013, the Company became the sole shareholder of Hidronave South American Logistics S.A. (“Hidronave S.A.”) by acquiring the remaining 49% noncontrolling interest. |
(v) | On January 23, 2015, Glensa Trading International Ltd. changed its name to NP Trading S.A. |
(c) 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 selection of useful lives for tangible and intangible assets, expected future cash flows from long-lived assets to support impairment tests, impairment test for goodwill, provisions necessary for losses on accounts receivable and demurrages, provisions for legal disputes, 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.
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(d) Cash and Cash Equivalents:
Cash and cash equivalents consist of cash on hand, deposits held with banks, and other short-term liquid investments with original maturities of three months or less.
(e) Accounts Receivable, Net:
The amount shown as accounts receivable, net, at each balance sheet date, includes receivables from charterers for hire, freight and demurrage billings, 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) 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 expected to be recovered from insurance companies. Any remaining costs to complete the claims are included in accrued liabilities. Claims receivable mainly represent claims against vessels’ insurance underwriters in respect of damages arising from accidents or other insured risks. While it is anticipated that claims receivable will be recovered within one year, such claims may not all be recovered within one year due to the attendant process of settlement. Nonetheless, amounts are classified as current as they represent amounts currently due to the Company. All amounts are shown net of applicable deductibles.
(g) Inventories:
Inventories, which primarily consist of petroleum products and other inventories such as lubricants and stock provisions on board of the owned vessels and pushboats at period end, are valued at the lower of cost or market as determined on the first-in, first-out basis.
(h) Barges, Pushboats and Other Vessels:
Barges, pushboats and other vessels acquired as part of a business combination are recorded at fair value on the date of acquisition and if acquired as an asset acquisition are recorded at cost (including transaction costs). All other barges, pushboats and other vessels acquired are stated at cost, which consists of the contract price, capitalized interest and any material expenses incurred upon acquisition (improvements and delivery expenses). Subsequent expenditures for major improvements and upgrading are capitalized, provided they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the assets. The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of the sale or retirement and any gain or loss is included in the accompanying consolidated statements of operations.
Expenditures for routine maintenance and repairs are expensed as incurred.
Depreciation is computed using the straight-line method over the useful life of the assets, after considering the estimated residual value. Management estimates the useful life of the Company’s vessels to be between 15 and 45 years from the asset’s original construction or acquisition. 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.
(i) Port Terminals and Other Fixed Assets, net:
Port terminals and other fixed assets acquired as part of a business combination are recorded at fair value on the date of acquisition. All other port terminals and other fixed assets are stated at cost and are depreciated utilizing the straight-line method at rates equivalent to their average estimated economic useful lives. The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirement and any gain or loss is included in the accompanying consolidated statements of operations.
Useful lives of the assets are:
Dry port terminal | 5 to 40 years | |||
Oil storage, plant and port facilities for liquid cargoes | 5 to 20 years | |||
Other fixed assets | 5 to 10 years |
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(j) Deposits for Vessels, Port terminals and Other Fixed Assets:
Deposits for vessels, port terminals and other fixed assets represent amounts paid by the Company in accordance with the terms of the purchase agreements for the construction of vessels, port terminals and other fixed assets. Deposits for vessels, port terminals and other fixed assets also include pre-delivery expenses. Pre-delivery expenses represent any direct costs to bring the asset to the condition necessary (including possible relocation) for it to be capable of operating in the manner intended by management. Interest costs incurred during the construction (until the asset is substantially complete and ready for its intended use) are capitalized. Capitalized interest for the years ended December 31, 2014, 2013 and 2012 amounted to $1,176, $1,827 and $535, respectively.
(k) Impairment of Long-Lived Assets:
Vessels, other fixed assets and other long-lived assets held and used by Navios Logistics are reviewed periodically for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. In accordance with accounting for long-lived assets, management determines projected undiscounted cash flows for each asset group and compares it to its carrying amount. In the event that projected undiscounted cash flows for an asset group is less than its carrying amount, then management reviews fair values and compares them to the asset’s carrying amount. In the event that impairment occurs, an impairment charge is recognized by comparing the asset’s carrying amount to its fair value. For the purposes of assessing impairment, long lived-assets are grouped at the lowest levels for which there are separately identifiable cash flows.
For all the periods presented, the management of Navios Logistics after considering various indicators, including but not limited to the market price of its long-lived assets, its contracted revenues and cash flows over the remaining useful life of its long-lived assets and the economic outlook, concluded that no impairment analysis should be performed on the long-lived assets.
Although management believes the underlying indicators supporting this conclusion are reasonable, if charter rate trends and the length of the current market downturn occur, management may be required to perform impairment analysis that could expose Navios Logistics to material charges in the future.
No impairment loss was recognized for any of the periods presented.
(l) Deferred Drydock and Special Survey Costs:
The Company’s vessels, pushboats and barges are subject to regularly scheduled drydocking and special surveys that are carried out every five years for oceangoing vessels and every seven years for pushboats and barges, to coincide with the renewal of the related certificates issued by the classification societies, unless a further extension is obtained under certain conditions. The costs of drydocking and special survey are deferred and amortized over the above mentioned periods or to the next drydocking or special survey date if such has been determined. Unamortized drydocking or special survey costs of vessels, pushboats and barges sold are charged against income in the year the vessel, pushboat or barge is sold. Costs capitalized as part of the drydocking or special survey consist principally of the actual costs incurred at the yard, spare parts, paints, lubricants and fuel, labour and services incurred solely during the drydocking or special survey period. For each of the years ended December 31, 2014, 2013 and 2012, the amortization expense was $5,838, $3,392 and $1,332, respectively and the payments for drydocking and special survey were $6,486, $10,017 and $5,274, respectively. Accumulated amortization as of December 31, 2014 and 2013 amounted to $12,014 and $6,176, respectively.
(m) Deferred Financing Costs:
Deferred financing costs include fees, commissions and legal expenses associated with obtaining or modifying 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 expense for each of the years ended December 31, 2014, 2013 and 2012 was $677, $776 and $1,090, respectively.
(n) Goodwill and Other Intangibles:
(i) Goodwill: Goodwill is tested for impairment at the reporting unit level at least annually. The Company evaluates impairment of goodwill using a two-step process. First, the aggregate fair value of the reporting unit is compared to its carrying amount, including goodwill. The Company determines the fair value of the reporting unit based on discounted cash flow analysis and believes that the discounted cash flow analysis is the best indicator of fair value for its individual reporting units.
The fair value for goodwill impairment testing was estimated using the expected present value of future cash flows, using judgments and assumptions that management believes were appropriate in the circumstances. The significant factors and assumptions the Company used in its discounted cash flow analysis included: EBITDA, the discount rate used to calculate the present value of future cash flows and future capital expenditures. EBITDA assumptions included revenue assumptions, general and administrative
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expense growth assumptions, and direct vessel expenses growth assumptions. The future cash flows from operations were determined principally by combining revenues from existing contracts and estimated revenues based on the historical performance of each segment, including utilization rates and actual storage capacity.
If the fair value of a reporting unit exceeds the carrying amount, no impairment exists. If the carrying amount of the reporting unit exceeds the fair value, then the Company must perform the second step to determine the implied fair value of the reporting unit’s goodwill and compare it with its carrying amount. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all the assets and liabilities of that reporting unit, as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price. If the carrying amount of the goodwill exceeds the implied fair value, then goodwill impairment is recognized by writing the goodwill down to its implied fair value.
No impairment loss was recognized for any of the periods presented.
(ii) Intangibles Other Than Goodwill: Navios Logistics’ intangible assets consist of favorable lease terms, customer relationships, trade name and port terminal operating rights.
Intangible assets resulting from acquisitions accounted for using the purchase method of accounting and are recorded at fair value as estimated based on market information, the “relief from royalty” method or discounted cash flows.
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 arm’s length transaction in order to use that trade name. Other intangibles that are being amortized, such as the amortizable portion of favorable leases, port terminal operating rights and customer relationships, would be considered impaired if their fair market value could not be recovered from the future undiscounted cash flows associated with the asset. 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.
When intangible assets or liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value is determined by reference to market data and the discounted amount of expected future cash flows. Where charter rates are higher than market charter rates, an asset is recorded, being the difference between the acquired charter rate and the market charter rate for an equivalent vessel. Where charter rates are less than market charter rates, a liability is recorded, being the difference between the assumed charter rate and the market charter rate for an equivalent vessel. The determination of the fair value of acquired assets and assumed liabilities requires us to make significant assumptions and estimates of many variables including market charter rates, expected future charter rates, the level of utilization of our vessels and our weighted average cost of capital. The use of different assumptions could result in a material change in the fair value of these items, which could have a material impact on our financial position and results of operations.
The amortizable value of favorable leases is amortized over the remaining life of the lease term and the amortization expense is included in the statement of income under the caption “Amortization of intangible assets.”
No impairment loss was recognized for any of the periods presented.
Amortizable intangible assets are amortized under the straight-line method according to the following weighted average amortization periods:
Intangible Assets/Liabilities | Years | |
Trade name | 10 | |
Port terminal operating rights | 20 to 45 | |
Customer relationships | 20 |
(o) Foreign Currency Translation:
The Company’s and its subsidiaries’ functional currency and reporting currency is the U.S. dollar. Therefore, the financial statements of the foreign operations are translated using the exchange rate at the balance sheet date except for property and equipment and equity, which are translated at historical rates. The Company’s subsidiaries in Uruguay, Argentina, Brazil and Paraguay transact part of their operations in Uruguayan pesos, Argentinean pesos, Brazilian reals and Paraguayan guaranies. 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 consolidated statement of operations.
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The foreign currency exchange gains/(losses) recognized in the consolidated statement of operations for each of the years ended December 31, 2014, 2013 and 2012 were $1,494, $414 and $(279), respectively.
(p) Provisions for contingencies losses:
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 loss is probable at the date of the financial statements and the amount of the loss can be reasonably estimated. If the Company has determined that the reasonable estimate of the probable loss is a range and there is no best estimate within the range, the Company will accrue the lower amount of the range. For probable losses accrued any reasonably possible loss in excess of amounts accrued are disclosed. See Note 14, “Commitments and Contingencies” for further discussion.
(q) Segment Reporting:
Operating segments, as defined, are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. Based on the Company’s methods of internal reporting and management structure, the Company has three reportable segments: Port Terminal Business, Cabotage Business and Barge Business. See Note 21 for details.
(r) Revenue and Expense Recognition:
Revenue is recorded when (i) services are rendered, (ii) the Company has signed a charter agreement or other evidence of an arrangement, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. The Company generates revenue from time charters, bareboat charters, contracts of affreightment/voyage contracts, demurrages and contracts covering dry or liquid port terminal operations.
Revenue from time chartering and bareboat chartering is earned and recognized on a daily basis as the service is delivered. Revenue from contracts of affreightment/voyage contracts is recognized based upon the percentage of voyage completion. A voyage is deemed to commence upon the departure of the barge after discharge under the previous voyage and is deemed to end upon the completion of discharge under the current voyage. The percentage of voyage completion is based on the days traveled as of the balance sheet date divided by the total days expected for the voyage. The position of the barge at the balance sheet date is determined by the days traveled as of the balance sheet date over the total voyage of the pushboat having the barge in tow. Revenue arising from contracts that provide our customers with continuous access to convoy capacity is recognized ratably over the period of the contracts.
Demurrage income represents payments made by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter and is recognized as it is earned.
Deferred revenue primarily relates to cash received from clients in either of the Company’s businesses prior to it being earned. These amounts are recognized as revenue over the period that the service is rendered.
Revenues from dry 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 oceangoing vessels. Revenues are recognized upon completion of loading of the oceangoing 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 oceangoing vessel.
Revenues from liquid port terminal operations consist mainly of sales of petroleum products in the Paraguayan market. Additionally, revenues consist of an agreed flat fee per cubic meter to cover the services performed to unload barges, transfer the products into the tanks for temporary storage and then loading the trucks. Revenues are recognized upon completion of loading the trucks. Additionally, fees are charged for storage time in excess of contractually specified terms. Storage fee revenue is recognized ratably over the storage period and ends when the product is loaded onto the trucks.
Time Charter, Voyage and Port Terminal Expenses:
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.
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Direct Vessel Expenses:
Direct vessel expenses consist of all expenses relating to the operation of vessels, including crewing, repairs and maintenance, victualing costs, dockage expenses, insurance, stores and lubricants and miscellaneous expenses such as communications.
(s) Financial Instruments:
Financial instruments carried on the balance sheet include cash and cash equivalents, trade receivables and payables, other receivables, long-term debt and other liabilities. The particular recognition methods applicable to each class of financial instrument are disclosed in the applicable significant accounting policy description of each item, or included below as applicable.
Financial risk management: The Company’s 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 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 counterparties for credit risk. Navios Logistics, through its access to Navios Holdings policies and personnel, has policies designed to limit trading to customers and counterparties with an appropriate credit history. Credit risk with respect to accounts receivable is reduced by the Company by rendering services to established international operators. Management believes that no additional credit risk beyond amounts provided for collection losses is inherent in the Company’s trade receivables.
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 for its 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 consolidated statement of operations.
(t) (Loss)/earnings per Share:
Basic (loss)/earnings per share are computed by dividing net (loss)/income by the weighted average number of common shares outstanding during the periods presented. There are no dilutive or potentially dilutive securities, accordingly there is no difference between basic and diluted net (loss)/earnings per share.
(u) Income Taxes:
The Company is a Marshall Islands corporation. The Company believes that substantially all of its operations are exempt from income taxes in the Marshall Islands. The Company’s subsidiaries are, however, subject to income taxes in some of the countries in which they operate, mainly Argentina, Brazil and Paraguay. The Company’s operations in Uruguay and Panama are exempt from income taxes. As per the tax laws of the countries in which the Company operates that are subject to income taxes, the provisions for income taxes have been computed on a separate return basis (i.e., the Company does not prepare a consolidated income tax return). All income tax payments are made by the subsidiaries as required by the respective tax laws.
At any point in time, the Company may have tax audits underway at various stages of completion. The Company evaluates the tax positions and establishes liabilities for uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite the Company’s belief that the underlying tax positions are fully supportable. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law, and closing of statute of limitations. Such adjustments are reflected in the tax provision as appropriate.
Argentinean companies have open tax years ranging from 2007 and onwards and Paraguayan and Brazilian companies have open tax years ranging from 2008 and onwards. In relation to these open tax years, the Company believes that there are no material uncertain tax positions. The Company is generally not able to reliably estimate the ultimate settlement amounts until the close of an audit.
The Company classifies interest and penalties, related to income taxes in the consolidated statement of operations under income taxes.
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The asset and liability method is used to account for future income taxes. Under this method, future income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of assets and liabilities. Future income tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A deferred tax asset is recognized for temporary differences or losses carried forward that will result in deductible amounts in future years. 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.
Minimum presumed income tax (MPIT):
Under the tax laws of Argentina, the Company’s subsidiary in that country is subject to a minimum presumed income tax, or MPIT. This tax is supplementary to income tax. The tax is calculated by applying the effective tax rate of 1% on the tax basis of certain assets. The subsidiaries’ tax liabilities will be the higher of income tax or MPIT. However, if the MPIT exceeds income tax during any fiscal year, such excess may be computed as a prepayment of any income tax excess over the MPIT that may arise in the next ten fiscal years. The Company has recorded as other current asset a total amount of $701 for the year ended December 31, 2014 ($923 in 2013) in relation to MPIT, as we expect that the MPIT asset will be applied against taxable income of the fiscal year 2015.
(v) Other Taxes:
Turnover tax:
Under the tax laws of Argentina, the Company’s subsidiary in that country is subject to taxes levied on gross revenues. Rates differ depending on the jurisdiction where revenues are earned for tax purposes. Average rates were approximately 5.0% for the year ended December 31, 2014 (4.9% and 4.7% for 2013 and 2012, respectively). Turnover taxes are recorded as part of taxes other than income tax in the consolidated statement of operations and amounted to $3,865 for the year ended December 31, 2014 ($3,265 in 2013 and $3,365 in 2012).
(w) Dividends:
Dividends are recorded in the Company’s consolidated financial statements in the period in which they are declared.
(x) Pension Information:
The Company does not maintain any pension plans. The laws in the different countries in which the Company carries out its operations provide for pension benefits to be paid to retired employees from government pension plans and/or privately-managed pension funds.
(y) Severance Payments:
Under certain laws and labor agreements of the countries in which the Company conducts its operations, the Company is required to make minimum severance payments to its dismissed employees without cause and employees leaving its employment in certain other circumstances. Accrual of severance costs is made if they relate to services already rendered, relate to rights that accumulate or vest, are probable of payment and are reasonably estimable. While the Company expects to make severance payments in the future, it is impossible to estimate the number of employees that will be dismissed without proper cause in the future, if any, and accordingly the Company has not recorded such liability. Instead, severance payments are expensed as incurred.
(z) Recent Accounting Pronouncements:
In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-08 “Presentation of Financial Statements and Property, Plant and Equipment”, changing the presentation of discontinued operations on the statements of operations and other requirements for reporting discontinued operations. Under the new standard, a disposal of a component or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component meets the criteria to be classified as held-for-sale or is disposed. The amendments in this update also require additional disclosures about discontinued operations and disposal of an individually significant component of an entity that does not qualify for discontinued operations. The new accounting guidance is effective for interim and annual periods beginning after December 15, 2014. The adoption of the new standard is not expected to have a material impact on Navios Logistics’ consolidated financial statements.
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Table of Contents
In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers”, clarifying the method used to determine the timing and requirements for revenue recognition on the statements of comprehensive income. Under the new standard, an entity must identify the performance obligations in a contract, the transaction price and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. The amendments in this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cash flow arising from contracts. The new accounting guidance is effective for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. Navios Logistics is currently reviewing the effect of ASU No. 2014-09 on its revenue recognition.
In January 2015, the FASB issued ASU 2015-01, “Income Statement—Extraordinary and Unusual Items”. This standard eliminates the concept of extraordinary and unusual items from U.S. GAAP. The new standard is effective for annual and interim periods after December 15, 2015, but early adoption is permitted. Navios Logistics plans to adopt this standard effective January 1, 2016. The adoption of the new standard is not expected to have a material impact on Navios Logistics’results of operations, financial position or cash flows.
In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810)—Amendments to the Consolidation Analysis” which amends the criteria for determining which entities are considered VIEs, amends the criteria for determining if a service provider possesses a variable interest in a VIE and ends the deferral granted to investment companies for application of the VIE consolidation model. The ASU is effective for interim and annual periods beginning after December 15, 2015, but early adoption is permitted. The adoption of the new standard is not expected to have a material impact on Navios Logistics’ results of operations, financial position or cash flows, except if Navios Logistics was to enter into new arrangements in 2015 that fall into the scope prior to adoption of this standard.
NOTE 3: CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of the following:
December 31, 2014 | December 31, 2013 | |||||||
Cash on hand and at banks | $ | 54,551 | $ | 19,552 | ||||
Short-term deposits | 17,380 | 67,017 | ||||||
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Total cash and cash equivalents | $ | 71,931 | $ | 86,569 | ||||
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Short-term deposits are comprised of deposits with banks with original maturities of less than 90 days.
Cash deposits and cash equivalents in excess of amounts covered by government-provided insurance are exposed to loss in the event of non-performance by financial institutions. Navios Logistics does maintain cash deposits and equivalents in excess of government-provided insurance limits. Navios Logistics also seeks to reduce its exposure to credit risk by dealing with a diversified group of major financial institutions.
NOTE 4: ACCOUNTS RECEIVABLE, NET
Accounts receivable consist of the following:
December 31, 2014 | December 31, 2013 | |||||||
Accounts receivable | $ | 30,288 | $ | 24,155 | ||||
Less: Provision for losses on accounts receivables | (971 | ) | (2,652 | ) | ||||
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Accounts receivable, net | $ | 29,317 | $ | 21,503 | ||||
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Changes to the provision for accounts receivables are summarized as follows:
Provision for Losses on Accounts Receivables | Balance at Beginning of Year | Charges to Expenses | Amount Utilized | Balance at End of Year | ||||||||||||
Year ended December 31, 2012 | $ | (1,470 | ) | $ | (747 | ) | $ | 73 | $ | (2,144 | ) | |||||
Year ended December 31, 2013 | $ | (2,144 | ) | $ | (567 | ) | $ | 59 | $ | (2,652 | ) | |||||
Year ended December 31, 2014 | $ | (2,652 | ) | $ | (548 | ) | $ | 2,229 | $ | (971 | ) |
See Note 2(s) for a discussion of credit risk. For the year ended December 31, 2014, three customers accounted for 22.8%, 13.8% and 10.7% of the Company’s revenue. For the year ended December 31, 2013, two customers accounted for 18.5% and 10.7% of the Company’s revenue and for the year ended December 31, 2012, three customers accounted for 18.5%, 11.5% and 11.5% of the Company’s revenue.
NOTE 5: PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
December 31, 2014 | December 31, 2013 | |||||||
VAT and other tax credits | 3,627 | 2,512 | ||||||
Insurance claims receivable, net | 2,933 | 918 | ||||||
Deferred insurance premiums | 669 | 1,345 | ||||||
Prepaid charter-in hire | — | 4 | ||||||
Advances to suppliers | 22 | 631 | ||||||
Other | 3,367 | 3,375 | ||||||
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Total prepaid expenses and other current assets | $ | 10,618 | $ | 8,785 | ||||
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See Note 2(f) for insurance claims receivable.
NOTE 6: VESSELS, PORT TERMINALS AND OTHER FIXED ASSETS, NET
Vessels, port terminals and other fixed assets, net consist of the following:
Dry Port Terminal | Cost | Accumulated Depreciation | Net Book Value | |||||||||
Balance December 31, 2011 | $ | 47,926 | $ | (6,213 | ) | $ | 41,713 | |||||
Additions | 3,422 | (1,529 | ) | 1,893 | ||||||||
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Balance December 31, 2012 | $ | 51,348 | $ | (7,742 | ) | $ | 43,606 | |||||
Additions | 23,947 | (1,597 | ) | 22,350 | ||||||||
Write-off | (22 | ) | 22 | — | ||||||||
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Balance December 31, 2013 | $ | 75,273 | $ | (9,317 | ) | $ | 65,956 | |||||
Additions | 3,112 | (2,129 | ) | 983 | ||||||||
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Balance December 31, 2014 | $ | 78,385 | $ | (11,446 | ) | $ | 66,939 | |||||
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Oil Storage Plant and Port Facilities for Liquid Cargoes | Cost | Accumulated Depreciation | Net Book Value | |||||||||
Balance December 31, 2011 | $ | 26,410 | $ | (5,253 | ) | $ | 21,157 | |||||
Additions | 731 | (1,256 | ) | (525 | ) | |||||||
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Balance December 31, 2012 | $ | 27,141 | $ | (6,509 | ) | $ | 20,632 | |||||
Additions | 616 | (1,256 | ) | (640 | ) | |||||||
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Balance December 31, 2013 | $ | 27,757 | $ | (7,765 | ) | $ | 19,992 | |||||
Additions | 257 | (1,256 | ) | (999 | ) | |||||||
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Balance December 31, 2014 | $ | 28,014 | $ | (9,021 | ) | $ | 18,993 | |||||
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F-16
Table of Contents
Tanker Vessels, Barges and Pushboats | Cost | Accumulated Depreciation | Net Book Value | |||||||||
Balance December 31, 2011 | $ | 340,990 | $ | (58,017 | ) | $ | 282,973 | |||||
Additions | 19,226 | (19,383 | ) | (157 | ) | |||||||
Restructure of capital leases | (4,590 | ) | — | (4,590 | ) | |||||||
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Balance December 31, 2012 | $ | 355,626 | $ | (77,400 | ) | $ | 278,226 | |||||
Additions | 9,972 | (16,384 | ) | (6,412 | ) | |||||||
Transfers | 3,030 | — | 3,030 | |||||||||
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Balance December 31, 2013 | $ | 368,628 | $ | (93,784 | ) | $ | 274,844 | |||||
Additions | 96,387 | (17,355 | ) | 79,032 | ||||||||
Write-off | (47 | ) | — | (47 | ) | |||||||
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Balance December 31, 2014 | $ | 464,968 | $ | (111,139 | ) | $ | 353,829 | |||||
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Other Fixed Assets | Cost | Accumulated Depreciation | Net Book Value | |||||||||
Balance December 31, 2011 | $ | 4,940 | $ | (695 | ) | $ | 4,245 | |||||
Additions | 1,166 | (334 | ) | 832 | ||||||||
Disposals | (37 | ) | — | (37 | ) | |||||||
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Balance December 31, 2012 | $ | 6,069 | $ | (1,029 | ) | $ | 5,040 | |||||
Additions | 1,997 | (318 | ) | 1,679 | ||||||||
Transfers | (3,030 | ) | — | (3,030 | ) | |||||||
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Balance December 31, 2013 | $ | 5,036 | $ | (1,347 | ) | $ | 3,689 | |||||
Additions | 699 | (524 | ) | 175 | ||||||||
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Balance December 31, 2014 | $ | 5,735 | $ | (1,871 | ) | $ | 3,864 | |||||
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Total | Cost | Accumulated Depreciation | Net Book Value | |||||||||
Balance December 31, 2011 | $ | 420,266 | $ | (70,178 | ) | $ | 350,088 | |||||
Additions | 24,545 | (22,502 | ) | 2,043 | ||||||||
Restructure of capital leases | (4,590 | ) | — | (4,590 | ) | |||||||
Disposals | (37 | ) | — | (37 | ) | |||||||
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| |||||||
Balance December 31, 2012 | $ | 440,184 | $ | (92,680 | ) | $ | 347,504 | |||||
Additions | 36,532 | (19,555 | ) | 16,977 | ||||||||
Disposals | (22 | ) | 22 | — | ||||||||
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Balance December 31, 2013 | $ | 476,694 | $ | (112,213 | ) | $ | 364,481 | |||||
Additions | 100,455 | (21,264 | ) | 79,191 | ||||||||
Write-off | (47 | ) | — | (47 | ) | |||||||
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Balance December 31, 2014 | $ | 577,102 | $ | (133,477 | ) | $ | 443,625 | |||||
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As indicated in Note 9, certain assets of the Company have been pledged as collateral for loan facilities. As of December 31, 2014 and 2013, the net book value of such assets was $831 and $948, respectively.
On May 9, 2012, Navios Logistics entered into an agreement for the restructuring of its capital leases for the San San H and the Ferni H (formerly known as the Stavroula), by extending their duration until June 2016 and amending the purchase price obligation to $9,850 and $9,800, each at the end of the extended period. As of December 31, 2014, the obligations for these vessels were accounted for as capital leases and the lease payments during the year ended December 31, 2014 for both vessels were $1,399.
During the second quarter of 2012, Navios Logistics began the construction of a new conveyor belt in its dry port facility in Nueva Palmira, which became operational in October 2013. As of December 31, 2014, the Company had paid $22,516 ($743 of which was paid during the year ended December 31, 2014) and the construction of the new conveyor belt had been completed.
F-17
Table of Contents
Navios Logistics constructed four new tank barges. Two barges were delivered in October and December 2012 and two were delivered in April and June, 2013, with a cost of $1,900 each.
On June 26, 2013, Navios Logistics acquired three pushboats for an aggregate purchase price of $20,250.These pushboats were delivered in the first quarter of 2014. As of December 31, 2013, Navios Logistics had paid $19,766 and the respective amount was presented under deposits for vessels, port terminals and other fixed assets in the accompanying consolidated balance sheets. During the year ended December 31, 2014, Navios Logistics paid $3,710, representing the balance of the purchase price and other acquisition costs, including transportation.
On August 5, 2013, Navios Logistics entered into an agreement for the construction of 36 dry barges for an aggregate purchase price of $19,080. These barges were delivered in the second quarter of 2014. On October 8, 2013, the Company exercised the option for the construction of an additional 36 dry barges based on the same terms of the initial agreement. These barges were delivered in the third quarter of 2014. As of December 31, 2013, Navios Logistics had paid $11,632 and the respective amount was presented under deposits for vessels, port terminals and other fixed assets in the accompanying consolidated balance sheets. During the year ended December 31, 2014, Navios Logistics paid $52,672 for both sets of barges, representing the balance of the purchase price and other acquisition costs, including transportation.
On August 22, 2014, Navios Logistics entered into an agreement for the acquisition of a second-hand bunker vessel, which was delivered to our core fleet in September 2014. As of December 31, 2014, Navios Logistics had paid $5,504, representing full acquisition price and other costs, including relocation expenses.
Deposits for vessels, port terminals and other fixed assets
On February 11, 2014, Navios Logistics entered into an agreement for the construction of three new pushboats with a purchase price of $7,552 for each pushboat. During the year ended December 31, 2014, Navios Logistics paid $6,920 for the construction of the new pushboats which are expected to be delivered in the third quarter of 2015.
During the year ended December 31, 2014, Navios Logistics paid $16,305 for dredging works related to the expansion of its dry port in Uruguay, which is currently an asset under construction.
Capitalized interest included in deposits for vessels, port terminals and other fixed assets amounted to $693 for the year ended December 31, 2014.
The following is an analysis of the leased property under capital leases:
Vessels | December 31, 2014 | |||
San San H and Ferni H | $ | 32,883 | ||
Less: Accumulated amortization | (2,928 | ) | ||
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Net book value | $ | 29,955 | ||
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Future minimum lease payments under capital leases together with the present value of the future minimum lease payments as of December 31, 2014, are as follows:
Payment Due by Period | December 31, 2014 | |||
2015 | 2,190 | |||
2016 | $ | 21,263 | ||
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Total future minimum lease payments(1) | 23,453 | |||
Less: amount representing interest(2) | (1,093 | ) | ||
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Present value of future minimum lease payments(3) | $ | 22,360 | ||
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(1) | There are no minimum sublease rentals to be reduced by minimum payments. |
(2) | Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at the inception of the lease. |
(3) | Reflected in the balance sheet as obligations under capital leases. |
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Table of Contents
NOTE 7: INTANGIBLE ASSETS OTHER THAN GOODWILL
Intangible assets as of December 31, 2014 and 2013 consist of the following:
December 31, 2014 | Acquisition Cost | Additions | Accumulated Amortization | Net Book Value December 31, 2014 | ||||||||||||
Trade name | $ | 10,420 | $ | — | $ | (7,294 | ) | $ | 3,126 | |||||||
Port terminal operating rights | 36,152 | 17,000 | (8,450 | ) | 44,702 | |||||||||||
Customer relationships | 36,120 | — | (13,051 | ) | 23,069 | |||||||||||
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Total intangible assets | $ | 82,692 | $ | 17,000 | $ | (28,795 | ) | $ | 70,897 | |||||||
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December 31, 2013 | Acquisition Cost | Additions | Accumulated Amortization | Net Book Value December 31, 2013 | ||||||||||||
Trade name | $ | 10,420 | $ | — | $ | (6,252 | ) | $ | 4,168 | |||||||
Port terminal operating rights | 34,060 | 2,092 | (7,444 | ) | 28,708 | |||||||||||
Customer relationships | 36,120 | — | (11,277 | ) | 24,843 | |||||||||||
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Total intangible assets | $ | 80,600 | $ | 2,092 | $ | (24,973 | ) | $ | 57,719 | |||||||
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On March 19, 2013, Navios Logistics acquired Energias Renovables del Sur S.A. (“Enresur”), a Uruguayan company, for a total consideration of $2,092. Enresur, as a free zone direct user, holds the right to occupy approximately 29 acres of undeveloped land located in the Nueva Palmira free zone in Uruguay, near Navios Logistics’ existing port.
On December 15, 2014, Navios Logistics acquired two companies for a total consideration of $17,000. These companies, as free zone direct users, hold the right to occupy approximately 53 acres of undeveloped riverfront land located in the Nueva Palmira free zone in Uruguay, adjacent to Navios Logistics’ existing port. During the year ended December 31, 2014, Navios Logistics paid $10,200 of the purchase price and the remaining balance will be paid in full during the third quarter of 2015.
Amortization expense for each of the years ended December 31, 2014, 2013 and 2012, amounted to $3,822, $3,799 and $4,438, respectively.
The aggregate amortization of acquired intangibles will be as follows:
Description | Within One Year | Year Two | Year Three | Year Four | Year Five | Thereafter | Total | |||||||||||||||||||||
Trade name | $ | 1,042 | $ | 1,042 | $ | 1,042 | $ | — | $ | — | $ | — | $ | 3,126 | ||||||||||||||
Port terminal operating rights | 1,389 | 1,389 | 1,389 | 1,389 | 1,389 | 37,757 | 44,702 | |||||||||||||||||||||
Customer relationships | 1,775 | 1,775 | 1,775 | 1,775 | 1,775 | 14,194 | 23,069 | |||||||||||||||||||||
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Total | $ | 4,206 | $ | 4,206 | $ | 4,206 | $ | 3,164 | $ | 3,164 | $ | 51,951 | $ | 70,897 | ||||||||||||||
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NOTE 8: ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable consist of the following:
December 31, 2014 | December 31, 2013 | |||||||
Trade payable | $ | 28,726 | $ | 18,130 | ||||
Rent payable | 138 | 149 | ||||||
Professional fees payable | 514 | 221 | ||||||
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Total accounts payable | $ | 29,378 | $ | 18,500 | ||||
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F-19
Table of Contents
Accrued expenses consist of the following:
December 31, 2014 | December 31, 2013 | |||||||
Accrued salaries | $ | 7,586 | $ | 7,028 | ||||
Taxes | 4,705 | 5,098 | ||||||
Accrued fees | 961 | 203 | ||||||
Accrued bond coupon | 4,531 | 5,589 | ||||||
Other | 275 | 393 | ||||||
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Total accrued expenses | $ | 18,058 | $ | 18,311 | ||||
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NOTE 9: BORROWINGS
Borrowings consist of the following:
December 31, 2014 | December 31, 2013 | |||||||
Senior Notes | $ | 375,000 | $ | 290,000 | ||||
Loan for Nazira | 459 | 528 | ||||||
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Total borrowings | 375,459 | 290,528 | ||||||
Plus: unamortized premium | — | 3,156 | ||||||
Less: current portion | (69 | ) | (69 | ) | ||||
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Total long-term borrowings | $ | 375,390 | $ | 293,615 | ||||
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Senior Notes
2019 Senior Notes
On April 12, 2011, Navios Logistics and its wholly-owned subsidiary Navios Logistics Finance (US) Inc. (“Logistics Finance” and, together with Navios Logistics, the “Co-Issuers”) issued $200,000 in aggregate principal amount of Senior Notes due on April 15, 2019 (the “Existing 2019 Senior Notes”) at a fixed rate of 9.25%. On March 12, 2013, the Co-Issuers issued $90,000 in aggregate principal amount of 9.25% Senior Notes due 2019 (the “Additional 2019 Notes” and, together with the Existing 2019 Senior Notes, the “2019 Senior Notes”) at a premium, with a price of 103.750%.
On May 5, 2014, the Co-Issuers completed a tender offer (the “Tender Offer”) and related solicitation of consents for certain proposed amendments to the indenture governing the 2019 Senior Notes, for any and all of their outstanding 2019 Senior Notes. After the purchase by the Co-Issuers of all 2019 Senior Notes validly tendered and not validly withdrawn prior to the consent payment deadline, the Co-Issuers redeemed for cash all 2019 Senior Notes that remained outstanding after the completion of the Tender Offer, plus accrued and unpaid interest to, but not including, the redemption date. The effect of this transaction was the recognition of a $27,281 loss in the statement of operations under “Loss on bond extinguishment”, which comprises of a $7,881 loss relating to the accelerated amortization of unamortized deferred finance costs, a $3,095 gain relating to the accelerated amortization of unamortized 2019 Senior Notes premium and a $22,495 loss relating to tender premium fees and expenses in connection with the 2019 Senior Notes extinguishment.
2022 Senior Notes
On April 22, 2014, the Co-Issuers issued $375,000 in aggregate principal amount of Senior Notes due on May 1, 2022 (the “2022 Senior Notes”), at a fixed rate of 7.25%. The 2022 Senior Notes are unregistered and are fully and unconditionally guaranteed, jointly and severally, by all of Navios Logistics’ direct and indirect subsidiaries except for Horamar do Brasil Navegação Ltda (“Horamar do Brasil”) and Naviera Alto Parana S.A. (“Naviera Alto Parana”), which are deemed to be immaterial, and Logistics Finance, which is the co-issuer of the 2022 Senior Notes. The subsidiary guarantees are “full and unconditional,” except that the indenture provides for an individual subsidiary’s guarantee to be automatically released in certain customary circumstances, such as in connection with a sale or other disposition of all or substantially all of the assets of the subsidiary, in connection with the sale of a majority of the capital stock of the subsidiary, if the subsidiary is designated as an “unrestricted subsidiary” in accordance with the indenture, upon liquidation or dissolution of the subsidiary or upon legal or covenant defeasance or satisfaction and discharge of the 2022 Senior Notes.
F-20
Table of Contents
The Co-Issuers have the option to redeem the 2022 Senior Notes in whole or in part, at their option, at any time (i) before May 1, 2017, at a redemption price equal to 100% of the principal amount plus the applicable make-whole premium plus accrued and unpaid interest, if any, to the redemption date and (ii) on or after May 1, 2017, at a fixed price of 105.438%, which price declines ratably until it reaches par in 2020. At any time before May 1, 2017, the Co-Issuers may redeem up to 35% of the aggregate principal amount of the 2022 Senior Notes with the net proceeds of an equity offering at 107.250% of the principal amount of the 2022 Senior Notes, plus accrued and unpaid interest, if any, to the redemption date so long as at least 65% of the originally issued aggregate principal amount of the 2022 Senior Notes remains outstanding after such redemption. In addition, upon the occurrence of certain change of control events, the holders of the 2022 Senior Notes will have the right to require the Co-Issuers to repurchase some or all of the 2022 Senior Notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.
As of December 31, 2014 and December 31, 2013, deferred financing costs associated with both the 2022 and 2019 Senior Notes, respectively, amounted to $8,750 and $8,037, respectively. Interest expense associated with the Senior Notes amounted to $27,201, $25,183 and $18,500 for the years ended December 31, 2014, 2013 and 2012, respectively.
The indenture contains covenants which, among other things, limit the incurrence of additional indebtedness, issuance of certain preferred stock, the payment of dividends in excess of 6% per annum of the net proceeds received by or contributed to the Navios Logistics in or from any public offering, redemption or repurchase of capital stock or making restricted payments and investments, creation of certain liens, transfer or sale of assets, entering into transactions with affiliates, merging or consolidating or selling all or substantially all of Navios Logistics’ properties and assets and creation or designation of restricted subsidiaries.
As of December 31, 2014, all subsidiaries, including Logistics Finance, Horamar do Brasil and Naviera Alto Parana are 100% owned. Logistics Finance, Horamar do Brasil and Naviera Alto Parana do not have any independent assets or operations. In addition, there are no significant restrictions on (i) the ability of the parent company, any issuer (or co-issuer) or any guarantor subsidiaries of the 2022 Senior Notes to obtain funds by dividend or loan from any of their subsidiaries or (ii) the ability of any subsidiaries to transfer funds to the issuer (or co-issuer) or any guarantor subsidiaries.
Other Indebtedness
In connection with the acquisition of Hidronave S.A. on October 29, 2009, Navios Logistics assumed a $817 loan facility that was entered into by Hidronave S.A. in 2001, in order to finance the construction of the pushboat Nazira. As of December 31, 2014, the outstanding loan balance was $459 ($528 as of December 31, 2013). The loan facility bears interest at a fixed rate of 600 basis points. The loan is repayable in monthly installments of $6 each and the final repayment must occur prior to August 10, 2021.
In connection with the loan and other long term liabilities, the Company is subject to certain covenants and commitments and certain of its assets are restricted as collateral.
The Company was in compliance with all the covenants as of December 31, 2014.
The maturity table below reflects future principal payments of the long-term debt outstanding as of December 31, 2014, for the next five years and thereafter.
Year | Amount in thousands of U.S. dollars | |||
2015 | $ | 69 | ||
2016 | 69 | |||
2017 | 69 | |||
2018 | 69 | |||
2019 | 69 | |||
2020 and thereafter | 375,114 | |||
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| |||
Total | $ | 375,459 | ||
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F-21
Table of Contents
NOTE 10: FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and cash equivalents: The carrying amounts reported in the consolidated balance sheets for interest bearing deposits approximate their fair value because of the short maturity of these investments.
Borrowings:The Senior Notes are fixed rate borrowings and their fair value was determined based on quoted market prices.
Capital leases and long term debt: The capital leases and long-term debt are fixed rate obligations and their carrying amounts approximate their fair value as indicated in the table below.
The estimated fair values of the Company’s financial instruments are as follows:
December 31, 2014 | December 31, 2013 | |||||||||||||||
Book Value | Fair Value | Book Value | Fair Value | |||||||||||||
Cash and cash equivalents | $ | 71,931 | $ | 71,931 | $ | 86,569 | $ | 86,569 | ||||||||
Senior notes | $ | (375,000 | ) | $ | (378,049 | ) | $ | (290,000 | ) | $ | (314,650 | ) | ||||
Capital lease obligations | $ | (22,360 | ) | $ | (22,360 | ) | $ | (23,759 | ) | $ | (23,759 | ) | ||||
Long-term debt, including current portion | $ | (459 | ) | $ | (459 | ) | $ | (528 | ) | $ | (528 | ) |
Fair Value Measurements
The estimated fair value of our financial instruments that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows:
Level I: Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.
Level II: Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date.
Level III: Inputs that are unobservable.
Fair Value Measurements at December 31, 2014 | ||||||||||||||||
Total | Level I | Level II | Level III | |||||||||||||
Cash and cash equivalents | $ | 71,931 | $ | 71,931 | $ | — | $ | — | ||||||||
Senior Notes | $ | (378,049 | ) | $ | (378,049 | ) | $ | — | $ | — | ||||||
Capital lease obligations(1) | $ | (22,360 | ) | $ | — | $ | (22,360 | ) | $ | — | ||||||
Long-term debt(1) | $ | (459 | ) | $ | — | $ | (459 | ) | $ | — |
Fair Value Measurements at December 31, 2013 | ||||||||||||||||
Total | Level I | Level II | Level III | |||||||||||||
Cash and cash equivalents | $ | 86,569 | $ | 86,569 | $ | — | $ | — | ||||||||
Senior Notes | $ | (314,650 | ) | $ | (314,650 | ) | $ | — | $ | — | ||||||
Capital lease obligations(1) | $ | (23,759 | ) | $ | — | $ | (23,759 | ) | $ | — | ||||||
Long-term debt(1) | $ | (528 | ) | $ | — | $ | (528 | ) | $ | — |
(1) | The fair value of the Company’s debt is estimated based on currently available debt with similar contract terms, interest rate and remaining maturities as well as taking into account our creditworthiness. |
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NOTE 11: TIME CHARTER, VOYAGE AND PORT TERMINAL EXPENSES
Time charter, voyage and port terminal expenses for the years ended December 31, 2014, 2013 and 2012 were as follows:
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||||
Fuel | $ | 27,185 | $ | 24,104 | $ | 21,907 | ||||||
Time charter | 2,468 | 1,286 | 3,587 | |||||||||
Ports payroll and related costs | 5,305 | 4,974 | 4,289 | |||||||||
Docking expenses | 2,819 | 2,166 | 2,720 | |||||||||
Maritime and regulatory fees | 1,156 | 1,175 | 965 | |||||||||
Towing expenses | 2,353 | 2,379 | 2,452 | |||||||||
Other expenses | 6,367 | 6,344 | 5,856 | |||||||||
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Total | $ | 47,653 | $ | 42,428 | $ | 41,776 | ||||||
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NOTE 12: DIRECT VESSEL EXPENSES
Direct vessel expenses for the year ended December 31, 2014, 2013 and 2012 were as follows:
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||||
Payroll and related costs | $ | 47,905 | $ | 47,766 | $ | 47,950 | ||||||
Insurances | 3,371 | 3,618 | 3,727 | |||||||||
Repairs and maintenance | 9,177 | 11,153 | 9,972 | |||||||||
Lubricants | 1,523 | 1,203 | 1,071 | |||||||||
Victualing | 2,203 | 1,904 | 2,256 | |||||||||
Travel expenses | 3,644 | 2,662 | 2,026 | |||||||||
Other expenses | 4,364 | 4,407 | 2,474 | |||||||||
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Total | $ | 72,187 | $ | 72,713 | $ | 69,476 | ||||||
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NOTE 13: GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses at December 31, 2014, 2013 and 2012 were as follows:
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||||
Payroll and related costs | $ | 6,931 | $ | 7,351 | $ | 7,448 | ||||||
Professional fees | 3,403 | 3,852 | 3,902 | |||||||||
Other expenses | 4,430 | 3,414 | 3,494 | |||||||||
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Total | $ | 14,764 | $ | 14,617 | $ | 14,844 | ||||||
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NOTE 14: COMMITMENTS AND CONTINGENCIES
In connection with the acquisition of Horamar on January 1, 2008, Navios Logistics recorded liabilities for certain pre-acquisition contingencies that were included in the allocation of the purchase price based on their respective fair values. As it relates to these contingencies, the prior owners of Horamar agreed to indemnify Navios Logistics in the event that any of the above contingencies materialize before agreed-upon dates, extending to various dates by 2021. As of December 31, 2014, the remaining liability related to these pre-acquisition contingencies amounted to $81 ($829 in 2013; $1,039 in 2012) and was entirely offset by an indemnification asset for the same amount, which was reflected in other non-current assets.
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As of December 31, 2014, Navios Logistics had obligations related to the acquisition of three new pushboats, the payment of the deferred considerations for the acquisition of two companies, who hold the right to occupy approximately 53 acres of land located in the Nueva Palmira free zone in Uruguay, and the remaining installments for the acquisition of the chartered-in fleet, consisting of one pushboat and three liquid barges, (see Notes 6, 7, 17) of $15,996, $6,800 and $7,510, respectively. The maturity table below reflects the remaining future payments of these commitments:
Year | Amount in thousands of U.S. dollars | |||
2015 | $ | 28,380 | ||
2016 | 1,926 | |||
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Total | $ | 30,306 | ||
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Navios Logistics has issued a guarantee and indemnity letter that guarantees the performance by Petrolera San Antonio S.A. of all its obligations to Vitol S.A. up to $12,000. This guarantee expires on March 1, 2016.
The Company is subject to legal proceedings, claims and contingencies arising in the ordinary course of business. When such amounts can be estimated and the contingency is probable, management accrues the corresponding liability. While the ultimate outcome of lawsuits or other proceedings against the Company cannot be predicted with certainty, management does not believe the costs, individually or in aggregate, of such actions will have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
NOTE 15: INCOME TAXES
As indicated in Note 2(u), the Company is a Marshall Islands corporation. However, the Company is subject to tax in Argentina, Brazil and Paraguay, jurisdictions where certain of its subsidiaries operate. The Company’s operations in Panama and Uruguay are not taxed. The corporate income tax rate in Argentina, Brazil and Paraguay is 35%, 34% and 10%, respectively for the year ended December 31, 2014.
The components of income before income taxes in consolidated statements of income for the years ended December 31, 2014, 2013 and 2012 are as follows:
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||||
Argentina | $ | (1,661 | ) | $ | (11,669 | ) | $ | (10,524 | ) | |||
Paraguay | 3,971 | 1,719 | (13,168 | ) | ||||||||
Uruguay | 33,076 | 40,843 | 35,932 | |||||||||
Panama | (18,731 | ) | (18,707 | ) | (12,719 | ) | ||||||
Marshall Islands | (33,424 | ) | (6,312 | ) | 687 | |||||||
Others | (211 | ) | (600 | ) | 3 | |||||||
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Total (loss)/income before income taxes and noncontrolling interest | $ | (16,980 | ) | $ | 5,274 | $ | 211 | |||||
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Income tax benefit/(expense) is comprised of:
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||||
Current | $ | (626 | ) | $ | 559 | $ | (316 | ) | ||||
Deferred | 1,183 | 442 | 2,250 | |||||||||
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Total Argentina | $ | 557 | $ | 1,001 | $ | 1,934 | ||||||
Current | $ | (232 | ) | $ | (658 | ) | $ | (826 | ) | |||
Deferred | (49 | ) | 4,211 | (1,143 | ) | |||||||
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Total Paraguay | $ | (281 | ) | $ | 3,553 | $ | (1,969 | ) | ||||
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Total income tax benefit/(expense) | $ | 276 | $ | 4,554 | $ | (35 | ) | |||||
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A reconciliation between the income tax expense resulting from applying the Marshall Islands, Panamanian or Uruguayan statutory income tax rate and the reported income tax expense has not been presented herein, as it would not provide any additional useful information to the users of these consolidated financial statements, as the Company’s net income is subject to neither Marshall Islands, Panama nor Uruguay tax.
A reconciliation between the income tax expense resulting from applying the Brazilian or Paraguayan statutory income tax rate and the reported income tax expense has not been presented herein since these amounts are not material to the Company’s consolidated financial statements.
Reconciliation of income tax benefit to taxes calculated based on Argentinean statutory tax rate is as follows:
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||||
Loss before income taxes and noncontrolling interest | $ | (1,661 | ) | $ | (11,669 | ) | $ | (10,524 | ) | |||
Statutory tax rate | 35 | % | 35 | % | 35 | % | ||||||
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Income before taxes at the statutory tax rate | 581 | 4,084 | 3,683 | |||||||||
Permanent differences | (24 | ) | (3,083 | ) | (1,749 | ) | ||||||
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Income tax benefit of the year | $ | 557 | $ | 1,001 | $ | 1,934 | ||||||
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The components of deferred income taxes included on the balance sheets were as follows:
December 31, 2014 | December 31, 2013 | |||||||
Deferred income tax assets: | ||||||||
Future deductible differences | $ | 2,271 | $ | 17 | ||||
Tax loss carry-forward | — | 2,013 | ||||||
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Total deferred income tax assets | 2,271 | 2,030 | ||||||
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Deferred income tax liabilities: | ||||||||
Intangible assets | (9,198 | ) | (10,186 | ) | ||||
Property, plant and equipment, net | (5,281 | ) | (5,348 | ) | ||||
Other | (527 | ) | (365 | ) | ||||
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Total deferred income tax liabilities | (15,006 | ) | (15,899 | ) | ||||
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Net deferred income tax liabilities | $ | (12,735 | ) | $ | (13,869 | ) | ||
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NOTE 16: LEASES
Chartered-out:
As of December 31, 2014, the future minimum revenue (charter-out rates are presented net of commissions, where applicable, and assume no off-hire days) expected to be earned on non-cancelable time charters, COA’s with minimum guaranteed volumes and contracts with minimum guaranteed throughput in the Company’s ports were as follows:
Amount | ||||
2015 | $ | 166,311 | ||
2016 | 107,440 | |||
2017 | 43,392 | |||
2018 | 23,354 | |||
2019 | 22,515 | |||
2020 and thereafter | 11,087 | |||
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Total minimum revenue, net of commissions | $ | 374,099 | ||
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Revenues from time charters are not generally received when a vessel is off-hire, including time required for scheduled maintenance of the vessel.
Chartered-in:
As of December 31, 2014, the Company’s future minimum commitments, net of commissions under chartered-in vessels were as follows:
Amount | ||||
2015 | $ | 206 | ||
2016 | 32 | |||
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Total | $ | 238 | ||
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For the year ended December 31, 2014, charter hire expense for chartered-in pushboats and barges amounted to $2,468 ($1,286 in 2013 and $3,587 in 2012).
Office space:
The future minimum commitments under lease obligations for office space were as follows:
Amount | ||||
2015 | $ | 907 | ||
2016 | 851 | |||
2017 | 588 | |||
2018 | 247 | |||
2019 | 104 | |||
2020 and thereafter | 98 | |||
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Total | $ | 2,795 | ||
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Rent expense for office space amounted to $700 for the year ended December 31, 2014 ($360 in 2013 and $238 in 2012).
NOTE 17: TRANSACTIONS WITH RELATED PARTIES
At December 31, 2014 and 2013, the amounts due to affiliate companies were as follows:
December 31, 2014 | December 31, 2013 | |||||||
Navios Holdings | $ | 1,783 | $ | 544 |
Amounts due to affiliate companies do not accrue interest and do not have a specific due date for their settlement.
General & administrative expenses: On April 12, 2011, Navios Logistics entered into an administrative services agreement for a term of five years, with Navios Holdings, pursuant to which Navios Holdings provides certain administrative management services to Navios Logistics. Such services include bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client and investor relations and other. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total general and administrative fees charged for the year ended December 31, 2014 amounted to $760 ($740 in 2013 and $600 in 2012).
Due to related parties, net: During the second half of 2012, Navios Logistics acquired 100% of the outstanding stock of Merco Parana S.A., an Argentinean company owned by Claudio Pablo Lopez, Horacio Enrique Lopez and Carlos Augusto Lopez, and owner of three liquid barges that were previously chartered-in by Navios Logistics. The total consideration for the acquisition was $2,493 to be paid in installments. The final installment was paid on March 29, 2013.
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During the second half of 2012, Navios Logistics acquired one pushboat and three liquid barges, which were previously chartered-in by Navios Logistics, from Holdux Maritima Leasing Corp., a Panamanian company owned by members of the family of Mr. Horacio Alfredo Lopez, the father of Mr. Claudio Pablo Lopez, Navios Logistics’ Chief Executive Officer and Vice Chairman, Mr. Carlos Augusto Lopez, Navios Logistics’ Chief Commercial Officer—Shipping Division and Mr. Horacio Enrique Lopez Navios Logistics’ Chief Operating Officer—Shipping Division. The total consideration for the acquisition was $13,443 to be paid in one initial payment and seven semiannual installments with the final installment payable on June 30, 2016. As of December 31, 2014, the Company had paid $5,933 and the remaining balance was $7,510.
Lodging and travel services: Navios Logistics obtains lodging and travel services from Empresa Hotelera Argentina S.A./(NH Lancaster) and Pit Jet S.A., both owned by members of the Lopez family, including Claudio Pablo Lopez, Navios Logistics’ Chief Executive Officer and Vice Chairman and Carlos Augusto Lopez, Navios Logistics’ Chief Commercial Officer—Shipping Division, each of whom has no controlling interest in those companies. Total charges were $191 for the year ended December 31, 2014 ($98 in 2013 and $56 in 2012) and amounts payable amounted to $20 as of December 31, 2014 and $5 as of December 31, 2013.
The Company believes that the transactions discussed above were made on terms no less favorable to the Company than would have been obtained from unaffiliated third parties.
Shareholders’ Agreement
Pursuant to a shareholders’ agreement (the “Shareholders’ Agreement”) entered into in January 2008 in connection with the original combination of the Uruguayan port business and the upriver barge business, Grandall Investments S.A.(“Grandall”) (an entity owned and controlled by Lopez family members, including Claudio Pablo Lopez, our Chief Executive Officer and Vice Chairman) has certain rights as our shareholders, including certain rights of first offer, rights of first refusal, tag along rights, exit options and veto rights.
Pursuant to an amendment dated June 17, 2010, when we became subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the shares of our common stock held by Navios Holdings were to convert into shares of Class B Common Stock, with each share of Class B Common Stock entitling its holder to ten votes per share. Navios Holdings has currently waived such conversion provision. If and when the conversion occurs, it will permit Navios Holdings to control our business even if it does not hold a majority economic interest in our company.
Pursuant to an Assignment and Succession agreement dated December 17, 2012, Peers Business Inc., a Panamanian corporation assumed all rights and obligations of Grandall under the Shareholders’ Agreement.
Employment Agreements
The Company has executed employment agreements with several of its key employees who are noncontrolling shareholders of the Company. These agreements stipulate, among other things, severance and benefit arrangements in the event of termination. In addition, the agreements include confidentiality provisions and covenants not to compete. The employment agreements initially expired in December 31, 2009, but are being renewed automatically for successive one-year periods until either party gives 90 days written notice of its intention to terminate the agreement. Generally, the agreements call for a base salary ranging from $280 to $340 per year, annual bonuses and other incentives, provided certain performance targets are achieved. Under the agreements, the Company accrued compensation totaling $900 for the year ended December 31, 2014 ($900 in 2013; $900 in 2012).
NOTE 18: SHARE CAPITAL
Common shares and shareholders
On August 4, 2010, the Company amended its articles of incorporation increasing its authorized share capital to 50,000,000 shares of common stock with a par value of $0.01 per share.
As of December 31, 2014 and 2013, the Company has issued 20,000 shares of common stock, with a par value of $1.00.
Holders of each share of common stock have one vote for each share held of record on all matters submitted to a vote of shareholders.
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NOTE 19: RESTRICTIONS ON DISTRIBUTION OF PROFITS
Under the laws of the countries in which the Company conducts its operations, the Company is subject to certain restrictions on the distribution of profits. Under the laws of Argentina, Brazil, Paraguay and Uruguay, a minimum of 5% of net income for the year calculated in accordance with local generally accepted accounting principles, plus/less previous years adjustments and, if any, considering the absorption of accumulated losses, must be appropriated by resolution of the shareholders to a legal reserve until such reserve reaches 20% of the outstanding capital of those subsidiaries.
The payment of dividends is in the discretion of Navios Logistics’ board of directors. The Company has not paid a dividend to date, and anticipates retaining most of its future earnings, if any, for use in its operations and the expansion of its business. Any determination as to dividend policy will be made by the Company’s board of directors and will depend on a number of factors, including the provisions of Marshall Islands law, our future earnings, capital requirements, financial condition and future prospects and such other factors as the Company’s board of directors may deem relevant.
The Company’s ability to pay dividends is also restricted by the indenture governing the Senior Notes. See also Note 9 for restrictions on distribution of dividends under the indenture governing the Senior Notes.
NOTE 20: (LOSS)/EARNINGS PER COMMON SHARE
Basic and diluted net (loss)/earnings per share are computed using the weighted-average number of common shares outstanding. The computations of basic and diluted (loss)/earnings per share for each of the years ended December 31, 2014, 2013 and 2012, are as follows:
Year Ended December 31, 2014 | Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||||
Net (loss)/income attributable to Navios Logistics’ stockholders | $ | (16,704 | ) | $ | 9,716 | $ | 156 | |||||
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Weighted average number of shares, basic and diluted | 20,000 | 20,000 | 20,000 | |||||||||
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Net (loss)/earnings per share from continuing operations: | ||||||||||||
Basic and diluted | $ | (0.8352 | ) | $ | 0.4858 | $ | 0.0078 | |||||
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At December 31, 2014, 2013 and 2012, the Company had no dilutive or potentially dilutive securities, accordingly there is no difference between basic and diluted net (loss)/earnings per share.
NOTE 21: SEGMENT INFORMATION
Current accounting guidance establishes standards for reporting information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial reports issued to shareholders. Operating segments are components of a company about which separate financial information is available that is regularly evaluated by the chief operating decision makers in deciding how to allocate resources and assess performance. Chief operating decision makers use net income attributable to common stockholders to evaluate operating performance of each segment. The statement also establishes standards for related disclosures about a company’s products and services, geographical areas and major customers. The Company has determined that its reportable segments are those that are based on the Company’s method of internal reporting. Navios Logistics has three reportable segments: Port Terminal Business, Barge Business and Cabotage Business. The Port Terminal Business includes the dry port terminal operations and the liquid port terminal operations. A general description of each segment follows:
The Port Terminal Business segment
This segment includes the operating results of Navios Logistics’ dry port terminal and liquid port terminal operations.
(i) Dry port terminal operations
Navios Logistics owns and operates the largest independent bulk transfer and storage port terminal in Uruguay based on throughputs. Its dry port terminal is located in an international tax-free trade zone in the port of Nueva Palmira, Uruguay, at the convergence of the Parana and Uruguay rivers.
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(ii) Liquid port terminal operations
Navios Logistics owns and operates an up-river port terminal with tank storage for refined petroleum products, oil and gas in San Antonio, Paraguay, approximately 17 miles by river from the capital of Asuncion. Its port terminal is one of the largest independent storage facilities for crude and petroleum products in Paraguay based on storage capacity.
The Barge Business segment
Navios Logistics services the Argentine, Bolivian, Brazilian, Paraguayan and Uruguayan river transportation markets through its fleet. Navios Logistics operates different types of pushboats and wet and dry barges for delivering a wide range of dry and liquid products between ports in the Parana, Paraguay and Uruguay River systems in South America (the Hidrovia or the “waterway”). Navios Logistics contracts its vessels either on a time charter basis or on a Contract of Affreightment (“CoA”) basis.
The Cabotage Business segment
Navios Logistics owns and operates oceangoing vessels to support the transportation needs of its customers in the South American coastal trade business. Its fleet consists of six oceangoing product tanker vessels, two self-propelled barges and a bunker vessel. Navios Logistics contracts its vessels either on a time charter basis or on a CoA basis.
Unallocated interest
This reconciling item represents the interest expense resulting from the 2022 Senior Notes which has not yet been fully allocated to the segments due to the fact that the amount received has been maintained at the corporate level and not utilized by an operating segment as of December 31, 2014.
Inter-segment transactions, if any, are accounted for at current market prices.
The following table describes the results of operations of the three segments, the Port Terminal Business segment, the Barge Business segment and the Cabotage Business segment for the years ended December 31, 2014, 2013 and 2012:
Port Terminal Business Segment for the Year Ended December 31, 2014 | Cabotage Business Segment for the Year Ended December 31, 2014 | Barge Business Segment for the Year Ended December 31, 2014 | Unallocated interest | Total | ||||||||||||||||
Time charter, voyage and port terminal revenues | $ | 39,687 | $ | 59,720 | $ | 109,100 | $ | — | $ | 208,507 | ||||||||||
Sales of products | 60,267 | — | — | — | 60,267 | |||||||||||||||
Time charter, voyage and port terminal expenses | (11,158 | ) | (1,938 | ) | (34,557 | ) | — | (47,653 | ) | |||||||||||
Direct vessel expenses | — | (32,672 | ) | (39,515 | ) | — | (72,187 | ) | ||||||||||||
Cost of products sold | (58,011 | ) | — | — | — | (58,011 | ) | |||||||||||||
Depreciation of vessels, port terminals and other fixed assets, net | (3,385 | ) | (2,606 | ) | (15,273 | ) | — | (21,264 | ) | |||||||||||
Amortization of intangible assets | (987 | ) | — | (2,835 | ) | — | (3,822 | ) | ||||||||||||
Amortization of deferred drydock and special survey costs | — | (3,000 | ) | (2,838 | ) | — | (5,838 | ) | ||||||||||||
General and administrative expenses | (2,459 | ) | (858 | ) | (11,447 | ) | — | (14,764 | ) | |||||||||||
Provision for losses on accounts receivable | — | (158 | ) | (390 | ) | — | (548 | ) | ||||||||||||
Taxes other than income taxes | — | (6,090 | ) | (3,185 | ) | — | (9,275 | ) | ||||||||||||
Loss on bond extinguishment | — | (5,000 | ) | (22,281 | ) | — | (27,281 | ) | ||||||||||||
Interest expense and finance cost, net | (1,329 | ) | (5,537 | ) | (18,038 | ) | (2,933 | ) | (27,837 | ) | ||||||||||
Interest income | 48 | — | 243 | — | 291 | |||||||||||||||
Foreign exchange differences. net | (120 | ) | 802 | 812 | — | 1,494 | ||||||||||||||
Other income, net | 456 | — | 485 | — | 941 | |||||||||||||||
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Income/(loss) before income taxes | 23,009 | 2,663 | (39,719 | ) | (2,933 | ) | (16,980 | ) | ||||||||||||
Income tax benefit/(expense) | 168 | (2,025 | ) | 2,133 | — | 276 | ||||||||||||||
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Net income/(loss) attributable to Navios Logistics’ stockholders | $ | 23,177 | $ | 638 | $ | (37,586 | ) | $ | (2,933 | ) | $ | (16,704 | ) | |||||||
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Port Terminal Business Segment for the Year Ended December 31, 2013 | Cabotage Business Segment for the Year Ended December 31, 2013 | Barge Business Segment for the Year Ended December 31, 2013 | Unallocated interest | Total | ||||||||||||||||
Time charter, voyage and port terminal revenues | $ | 39,189 | $ | 54,337 | $ | 97,208 | $ | — | $ | 190,734 | ||||||||||
Sales of products | 46,350 | — | — | — | 46,350 | |||||||||||||||
Time charter, voyage and port terminal expenses | (10,654 | ) | (1,871 | ) | (29,903 | ) | — | (42,428 | ) | |||||||||||
Direct vessel expenses | — | (34,499 | ) | (38,214 | ) | — | (72,713 | ) | ||||||||||||
Cost of products sold | (42,760 | ) | — | — | — | (42,760 | ) | |||||||||||||
Depreciation of vessels, port terminals and other fixed assets, net | (2,853 | ) | (2,655 | ) | (14,047 | ) | — | (19,555 | ) | |||||||||||
Amortization of intangible assets | (983 | ) | — | (2,816 | ) | — | (3,799 | ) | ||||||||||||
Amortization of deferred drydock and special survey costs | — | (2,188 | ) | (1,204 | ) | — | (3,392 | ) | ||||||||||||
General and administrative expenses | (2,097 | ) | (898 | ) | (11,622 | ) | — | (14,617 | ) | |||||||||||
Provision for losses on accounts receivable | — | (123 | ) | (444 | ) | — | (567 | ) | ||||||||||||
Taxes other than income taxes | (234 | ) | (4,847 | ) | (2,831 | ) | — | (7,912 | ) | |||||||||||
Gain on sale of assets | 18 | — | — | — | 18 | |||||||||||||||
Interest expense and finance cost, net | — | (6,504 | ) | (16,375 | ) | (2,269 | ) | (25,148 | ) | |||||||||||
Interest income | 75 | — | 144 | — | 219 | |||||||||||||||
Foreign exchange differences, net | (339 | ) | 692 | 61 | — | 414 | ||||||||||||||
Other income, net | 8 | — | 422 | — | 430 | |||||||||||||||
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Income/(loss) before income taxes and noncontrolling interest | 25,720 | 1,444 | (19,621 | ) | (2,269 | ) | 5,274 | |||||||||||||
Income tax benefit/(expense) | 1,587 | (1,218 | ) | 4,185 | — | 4,554 | ||||||||||||||
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Net income/(loss) | 27,307 | 226 | (15,436 | ) | (2,269 | ) | 9,828 | |||||||||||||
Less: Net income attributable to the noncontrolling interest | — | — | (112 | ) | — | (112 | ) | |||||||||||||
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Net income/(loss) attributable to Navios Logistics’ stockholders | $ | 27,307 | $ | 226 | $ | (15,548 | ) | $ | (2,269 | ) | $ | 9,716 | ||||||||
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Port Terminal Business Segment for the Year Ended December 31, 2012 | Cabotage Business Segment for the Year Ended December 31, 2012 | Barge Business Segment for the Year Ended December 31, 2012 | Total | |||||||||||||
Time charter, voyage and port terminal revenues | $ | 32,209 | $ | 52,557 | $ | 93,853 | $ | 178,619 | ||||||||
Sales of products | 68,414 | — | — | 68,414 | ||||||||||||
Time charter, voyage and port terminal expenses | (9,384 | ) | (1,741 | ) | (30,651 | ) | (41,776 | ) | ||||||||
Direct vessel expenses | — | (34,565 | ) | (34,911 | ) | (69,476 | ) | |||||||||
Cost of products sold | (65,039 | ) | — | — | (65,039 | ) | ||||||||||
Depreciation of vessels, port terminals and other fixed assets, net | (2,785 | ) | (4,152 | ) | (15,565 | ) | (22,502 | ) | ||||||||
Amortization of intangible assets | (930 | ) | — | (3,508 | ) | (4,438 | ) | |||||||||
Amortization of deferred drydock and special survey costs | — | (463 | ) | (869 | ) | (1,332 | ) | |||||||||
General and administrative expenses | (2,292 | ) | (660 | ) | (11,892 | ) | (14,844 | ) | ||||||||
Provision for losses on accounts receivable | — | — | (747 | ) | (747 | ) | ||||||||||
Taxes other than income taxes | (113 | ) | (4,331 | ) | (3,768 | ) | (8,212 | ) | ||||||||
Interest expense and finance cost, net | (1 | ) | (6,635 | ) | (13,421 | ) | (20,057 | ) | ||||||||
Interest income | 266 | 1 | 121 | 388 | ||||||||||||
Foreign exchange differences, net | (294 | ) | — | 15 | (279 | ) | ||||||||||
Other income, net | 98 | 372 | 1,022 | 1,492 | ||||||||||||
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Income/(loss) before income taxes and noncontrolling interest | 20,149 | 383 | (20,321 | ) | 211 | |||||||||||
Income tax (expense)/benefit | (889 | ) | (99 | ) | 953 | (35 | ) | |||||||||
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Net income/(loss) | 19,260 | 284 | (19,368 | ) | 176 | |||||||||||
Less: Net income attributable to the noncontrolling interest | — | — | (20 | ) | (20 | ) | ||||||||||
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Net income/(loss) attributable to Navios Logistics’ stockholders | $ | 19,260 | $ | 284 | $ | (19,388 | ) | $ | 156 | |||||||
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F-30
Table of Contents
For the Barge Business segment and for the Cabotage Business segment, the Company’s vessels operate on a regional basis and are not restricted to specific locations. Accordingly, it is not possible to allocate the assets of these operations to specific locations. The total net book value of long-lived assets for vessels amounted to $360,750 and $306,242 at December 31, 2014 and 2013, respectively.
All of the assets related to the Port Terminal Business segment are located in Uruguay and in Paraguay. The total net book value of long-lived assets for the Port Terminal Business segment, including constructions in progress, amounted to $102,236 and $85,948 as of December 31, 2014 and 2013, respectively.
In addition, the net book value of intangible assets other than goodwill allocated to the Barge Business segment and to the Cabotage Business segment, collectively, amounted to $26,195 and $29,011 as of December 31, 2014 and 2013, respectively, while the net book value of intangible assets allocated to the Port Terminal segment amounted to $44,702 and $28,708 as of December 31, 2014 and 2013, respectively.
As of December 31, 2014, and 2013, goodwill totaling to $22,142, $40,868 and $41,086 has been allocated to the three segments, the Port Terminal Business, the Barge Business and the Cabotage Business, respectively.
F-31