Navios Maritime
Annual Report 2015

Download report
Get a demo

More annual reports from Navios Maritime:

2021 Report
2020 Report
2019 Report
2018 Report
2017 Report

Peers and competitors of Navios Maritime:

Overseas Shipholding Group
Logistec Corporation
Tidewater
Scorpio Tankers
Wilh. Wilhelmsen Holding ASA

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 20-F (Mark One)¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934OR xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR ¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring shell company report For the transition period from to Commission file number001-33311 Navios Maritime Holdings 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)7 Avenue de Grande Bretagne, Office 11B2Monte Carlo, MC 98000 Monaco(Address of principal executive offices)Stuart GelfondFried, Frank, Harris, Shriver & Jacobson LLPOne New York PlazaNew York, New York 10004Tel: (212) 859-8000Fax: (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: Title of each class Name of each exchange on which registeredCommon Stock, par value $.0001 per share The New York Stock Exchange8.75% Series G Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001per share (“Series G”) The New York Stock Exchange*American Depositary Shares, each representing 1/100th of a Share of Series G The New York Stock Exchange8.625% Series H Cumulative Redeemable PerpetualPreferred Stock, par value $0.0001 per share (“Series H”) The New York Stock Exchange *American Depositary Shares, each representing 1/100th of a Share of Series H The New York Stock Exchange* Not for trading, but in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange CommissionSecurities registered or to be registered pursuant to Section 12(g) of the Act. NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None 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:110,468,753 shares of common stock, 20,000 shares of Series G and 48,000 shares of Series H as of December 31, 2015Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No xIf 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 Actof 1934. Yes ¨ No xIndicate 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 andposted 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 andpost such files). Yes x No ¨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 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See the definition of “accelerated filer” and “largeaccelerated filer,” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨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 StandardsBoard ¨ Other ¨If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow. 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 Table of ContentsTABLE OF CONTENTS FORWARD-LOOKING STATEMENTS 1 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 55 Item 4A. Unresolved Staff Comments 84 Item 5. Operating and Financial Review and Prospects 84 Item 6. Directors, Senior Management and Employees 127 Item 7. Major Shareholders and Related Party Transactions 134 Item 8. Financial Information 141 Item 9. The Offer and Listing 143 Item 10. Additional Information 144 Item 11. Quantitative and Qualitative Disclosures about Market Risk 153 Item 12. Description of Securities Other than Equity Securities 154 PART II 154 Item 13. Defaults, Dividend Arrearages and Delinquencies 154 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 154 Item 15. Controls and Procedures 155 Item 16A. Audit Committee Financial Expert 156 Item 16B. Code of Ethics 156 Item 16C. Principal Accountant Fees and Services 156 Item 16D. Exemptions from the Listing Standards for Audit Committees 156 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 156 Item 16F. Changes in Registrant’s Certifying Accountant 157 Item 16G. Corporate Governance 157 Item 16H. Mine Safety Disclosures 157 PART III 157 Item 17. Financial Statements 157 Item 18. Financial Statements 157 Item 19. Exhibits 157 EX-4.47 EX-8.1 EX-12.1 EX-12.2 EX-13.1 EX-15.1 EX-15.2 EX-15.3 EX-15.4 EX-15.5 i Table of ContentsPlease note in this Annual Report, “we”, “us”, “our”, the “Company” and “Navios Holdings” all refer to Navios Maritime Holdings Inc. and itsconsolidated subsidiaries, except as otherwise indicated or where the context otherwise requires.FORWARD-LOOKING STATEMENTSThis Annual Report should be read in conjunction with the consolidated financial statements and accompanying notes included in this report.Navios Maritime Holdings Inc. desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995and is including this cautionary statement in connection with this safe harbor legislation. This document and any other written or oral statements made by usor on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words“may,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue”and similar expressions identify forward-looking statements.The forward-looking statements in this document and in other written or oral statements we make from time to time are based upon currentassumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operatingtrends, data contained in our records, and other data available from third parties. Although we believe that these assumptions were reasonable when made,because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyondour control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results todiffer materially from those discussed in the forward-looking statements include, but are not limited to, the strength of world economies, fluctuations incurrencies and interest rates, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand in the dry cargoshipping industry, changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs, expectations of dividends,distributions from affiliates, the Company’s ability to maintain compliance with the continued listing standards of the New York Stock Exchange (the“NYSE”), changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation,general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other importantfactors described from time to time in the reports we file with the Securities and Exchange Commission, or the SEC. See also “Risk Factors” below.We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on whichsuch statement is made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is notpossible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, orcombination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. 1 Table of ContentsPART IItem 1. Identity of Directors, Senior Management and AdvisersNot Applicable.Item 2. Offer Statistics and Expected TimetableNot Applicable.Item 3. Key InformationA. Selected Financial DataNavios Holdings’ selected historical financial information and operating results for the years ended December 31, 2015, 2014, 2013, 2012 and2011 are derived from the consolidated financial statements of Navios Holdings. The selected consolidated statement of comprehensive (loss)/income datafor the years ended December 31, 2015, 2014 and 2013 and the selected consolidated balance sheet data as of December 31, 2015 and 2014 have beenderived from our audited consolidated financial statements included elsewhere in this Annual Report. The selected consolidated statement of comprehensive(loss)/income data for the years ended December 31, 2012 and 2011 and the selected consolidated balance sheet data as of December 31, 2013, 2012 and2011 has been derived from our financial statements, which are not included in this document and are available at www.sec.gov. The selected consolidatedfinancial data should be read in conjunction with “Item 5. Operating and Financial Review and Prospects”, the consolidated financial statements, relatednotes and other financial information included elsewhere in this Annual Report. The historical data included below and elsewhere in this Annual Report isnot necessarily indicative of our future performance. Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Year EndedDecember 31,2012 Year EndedDecember 31,2011 (Expressed in thousands of U.S. dollars — except share and per share data) Statement of Comprehensive (Loss)/Income Data Revenue $480,820 $569,016 $512,279 $616,494 $689,355 Administrative fee revenue from affiliates 16,177 14,300 7,868 5,994 4,973 Time charter, voyage and logistics business expenses (247,882) (263,304) (244,412) (269,279) (273,312) Direct vessel expenses (128,168) (130,064) (114,074) (117,790) (117,269) General and administrative expenses incurred on behalf of affiliates (16,177) (14,300) (7,868) (5,994) (4,973) General and administrative expenses (34,183) (45,590) (44,634) (51,331) (52,852) Depreciation and amortization (120,310) (104,690) (98,124) (108,206) (107,395) Provision for losses on accounts receivable (59) (792) (630) (17,136) (239) Interest income 2,370 5,515 2,299 2,717 4,120 Interest expense and finance cost (113,151) (113,660) (110,805) (106,196) (107,181) Loss on derivatives — — (260) (196) (165) Gain on sale of assets/partial sale of subsidiary — — 18 323 38,822 Loss on change in control — — — — (35,325) Loss on bond and debt extinguishment — (27,281) (37,136) — (21,199) Other income 4,840 15,639 17,031 189,239 1,660 Other expense (34,982) (24,520) (10,447) (10,993) (12,990) (Loss)/income before equity in net earnings of affiliatedcompanies $(190,705) $(119,731) $(128,895) $127,646 $6,030 2 Table of Contents Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Year EndedDecember 31,2012 Year EndedDecember 31,2011 (Expressed in thousands of U.S. dollars — except share and per share data) Equity in net earnings of affiliated companies 61,484 57,751 19,344 48,228 35,246 (Loss)/income before taxes $(129,221) $(61,980) $(109,551) $175,874 $41,276 Income tax benefit/ (expense) 3,154 (84) 4,260 (312) 56 Net (loss)/income $(126,067) $(62,064) $(105,291) $175,562 $41,332 Less: Net (income)/loss attributable to thenoncontrolling interest (8,045) 5,861 (3,772) (77) (506)Preferred stock dividends of subsidiary — — — — (27)Preferred stock dividends attributable to thenoncontrolling interest — — — — 12 Net (loss)/income attributable to NaviosHoldings common stockholders $(134,112) $(56,203) $(109,063) $175,485 $40,811 (Loss)/income attributable to Navios Holdingscommon stockholders, basic (150,314) (66,976) (110,990) 173,780 39,115 (Loss)/income attributable to Navios Holdingscommon stockholders, diluted $(150,314) $(66,976) $(110,990) $175,485 $40,811 Basic net (loss)/earnings per share attributableto Navios Holdings common stockholders $(1.42) $(0.65) $(1.09) $1.72 $0.39 Weighted average number of shares, basic 105,896,235 103,476,614 101,854,415 101,232,720 100,926,448 Diluted net (loss)/earnings per share attributableto Navios Holdings common stockholders $(1.42) $(0.65) $(1.09) $1.58 $0.37 Weighted average number of shares, diluted 105,896,235 103,476,614 101,854,415 111,033,758 110,323,652 Balance Sheet Data (at period end) Current assets, including cash and restricted cash $302,959 $417,131 $339,986 $470,567 $370,974 Total assets 2,958,813 3,127,697(1) 2,886,453(1) 2,913,189(1) 2,884,602(1)Total long-term debt, net including currentportion 1,581,308 1,612,890(1) 1,478,089(1) 1,329,939(1) 1,424,335(1)Navios Holdings’ stockholders’ equity $988,960 $1,152,963 $1,065,695 $1,206,376 $1,059,106 Other Financial Data Net cash provided by operating activities $43,478 $56,323 $59,749 $228,644 $102,742 Net cash (used in)/provided by investingactivities (36,499) (244,888) (258,571) 12,453 (171,363) Net cash (used in)/provided by financingactivities (91,123) 248,290 128,785 (154,325) 32,307 Book value per common share 8.95 10.89 10.22 11.68 10.34 3 Table of Contents Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Year EndedDecember 31,2012 Year EndedDecember 31,2011 (Expressed in thousands of U.S. dollars — except share and per share data) Cash dividends per common share 0.17 0.24 0.24 0.30 0.25 Cash dividends per preferred share 216.7 99.9 200.0 201.1 200.0 Cash paid for common stock dividend declared 19,325 25,228 24,710 30,730 25,542 Cash paid for preferred stock dividend declared 16,025 7,502 1,696 1,705 1,696 Adjusted EBITDA(2) $112,756 $176,698 $107,909 $399,483 $260,826 (1)Revised to reflect the adoption of ASU 2015-03. Refer to Note 2 of the consolidated financial statements.(2)EBITDA represents net (loss)/ income attributable to Navios Holdings common stockholders before interest and finance costs before depreciation andamortization and income taxes. Adjusted EBITDA in this document represents EBITDA before stock-based compensation. Navios Holdings believesthat Adjusted EBITDA is a basis upon which liquidity can be assessed and represents useful information to investors regarding Navios Holdings’ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and pay dividends. Navios Holdings alsobelieves that Adjusted EBITDA is used (i) by prospective and current lessors as well as potential lenders to evaluate potential transactions; and (ii) toevaluate and price potential acquisition candidates.Adjusted EBITDA has limitations as an analytical tool, and therefore, should not be considered in isolation or as a substitute for the analysis ofNavios Holdings’ results as reported under U.S. GAAP. Some of these limitations are: (i) Adjusted EBITDA does not reflect changes in, or cash requirementsfor, working capital needs; and (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to bereplaced in the future. Adjusted EBITDA does not reflect any cash requirements for such capital expenditures. Because of these limitations, among others,Adjusted EBITDA should not be considered as a principal indicator of Navios Holdings’ performance. Furthermore, our calculation of Adjusted EBITDA maynot be comparable to that reported by other companies due to differences in methods of calculation. 4 Table of ContentsThe following table reconciles net cash provided by operating activities, as reflected in the consolidated statements of cash flows, to AdjustedEBITDA:Adjusted EBITDA Reconciliation from Cash from Operations Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Year EndedDecember 31,2012 Year EndedDecember 31,2011 (Expressed in thousands of U.S. dollars — except per share data) Net cash provided by operating activities $43,478 $56,323 $59,749 $228,644 $102,742 Net (decrease)/increase in operating assets (43,042) 18,025 (57,792) 50,687 77,023 Net (increase)/decrease in operating liabilities (39,288) (23,613) 27,087 18,016 (23,633) Payments for drydock and special survey costs 24,840 10,970 12,119 14,461 12,769 Net interest cost 106,257 104,084 103,122 97,170 97,481 Provision for losses on accounts receivable (59) (792) (630) (17,136) (239) Gain on sale of assets/partial sale of subsidiary — — 18 323 38,822 Unrealized (loss)/gain on FFA derivatives, warrants, interestrate swaps — — (69) (124) 288 Expenses related to loss on bond and debt extinguishment — (4,786) (12,142) — (5,573)Earnings/(losses) in affiliates and joint ventures, net ofdividends received 30,398 22,179 (19,781) 7,519 (3,008) Reclassification to earnings of available-for-sale securities (1,783) (11,553) — — — Loss on change in control — — — — (35,325) Noncontrolling interest (8,045) 5,861 (3,772) (77) (521) Adjusted EBITDA $112,756 $176,698 $107,909 $399,483 $260,826 B. Capitalization and IndebtednessNot applicable.C. Reasons for the Offer and Use of ProceedsNot applicable.D. Risk FactorsSome of the following risks relate principally to the industry in which we operate and our business in general. Other risks relate principally to thesecurities market and ownership of our common stock. You should carefully consider each of the following risks together with the other informationincorporated into this Annual Report when evaluating the Company’s business and its prospects. The risks and uncertainties described below are not the onlyones the Company faces. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial mayalso impair the Company’s business operations. If any of the following risks relating to our business and operations actually occur, our business, financialcondition and results of operations could be materially and adversely affected and in that case, the trading price of our common stock could decline, and youcould lose all or part of your investment. 5 Table of ContentsRisks Associated with the Shipping Industry and Our OperationsThe cyclical nature of the shipping industry may lead to decreases in charter rates and lower vessel values, which could adversely affect our results ofoperations and financial condition. In particular, charter rates in the dry cargo market are currently near historical lows and certain of our vessels mayoperate below operating cost.The shipping business, including the dry cargo market, is cyclical in varying degrees, experiencing severe fluctuations in charter rates,profitability and, consequently, vessel values. For example, during the period from January 1, 2014 to December 31, 2015, the Baltic Exchange’s Panamaxtime charter average daily rates experienced a low of $3,258 and a high of $14,188. Additionally, during the period from January 1, 2014 to December 31,2015, the Baltic Exchange’s Capesize time charter average (BCI-4TCA 172,000mt) daily rates experienced a low of $2,594 and a high of $35,316 and theBaltic Dry Index experienced a low of 471 points and a high of 2,113 points. There can be no assurance that the dry bulk charter market will not decreasefurther. We anticipate that the future demand for our dry bulk carriers and dry bulk charter rates will be dependent upon demand for imported commodities,economic growth in the emerging markets, including the Asia Pacific region, of which China is particularly important, India, Brazil and Russia and the rest ofthe world, seasonal and regional changes in demand and changes to the capacity of the world fleet. Adverse economic, political, social or other developmentscan decrease demand and prospects for growth in the shipping industry and thereby could reduce revenue significantly. A decline in demand for commoditiestransported in dry bulk carriers or an increase in supply of dry bulk vessels could cause a further decline in charter rates, which could materially adverselyaffect our results of operations and financial condition. If we sell a vessel at a time when the market value of our vessels has fallen, the sale may be at less thanthe vessel’s carrying amount, resulting in a loss.Demand for container shipments declined significantly from 2008 to 2009 in the aftermath of the global financial crisis but has increased eachyear from 2009 to 2015. Specifically, from 2009 to 2011, there was improvement in the Far East-to-Europe and Trans-Pacific Eastbound container trade lanes,alongside improvements also witnessed in other, non-main lane, trade routes including certain intra-Asia and North-South trade routes. However, Trans-Pacific Eastbound trade lane growth was less than 1% per year in 2011 and 2012, while the Far East-to-Europe trade lane grew by 3.3% in 2011 but declinedby 4.2% in 2012 due to the impact of the continuing European sovereign debt crisis and global economic slowdown, as well as uncertainty regarding theresolution of the budget ceiling and budgetary cuts in the United States. In 2014, worldwide trade volumes increased led by increases in the Trans-PacificEastbound and Far East-to-Europe trade lanes as the United States and Europe experienced improved growth. In 2015, total container trade grew by only2.4% (provisionally) influenced by declines in the Far East to Europe and North America export trades and increases in the Intra-Regional and Mid-East/India trades. Containership supply continued to exceed demand during the year as more large vessels were delivered, generally driving down averagedaily rates. The oversupply in our market continued to prevent any significant rise in time charter rates for both short- and long-term periods. Additionalorders for large and very large containerships were placed during 2014 and 2015, both increasing the expected future supply of larger vessels and having aspillover effect on the market segment for smaller vessels. The recent global economic slowdown and disruptions in the credit markets significantly reduceddemand for products shipped in containers and, in turn, containership capacity, which has had an adverse effect on our results of operations and financialcondition.The continuation of such containership oversupply or any declines in container freight rates could negatively affect the liner companies towhich we seek to charter our containerships.Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand fortanker capacity. Demand for crude oil and product tankers is historically well correlated with the growth or contraction of the world economy. The pastseveral years were marked by a major economic slowdown which has had, and continues to have, a significant impact on world trade, including the oil trade.Global economic conditions remain fragile with significant uncertainty with respect to recovery prospects, levels of recovery and long-term economic growtheffects. Energy prices sharply declined 6 Table of Contentsfrom mid-2014 to the end of March 2016 primarily as a result of increased oil production worldwide. In response to this increased production, demand fortankers to move oil and refined petroleum products increased significantly and average spot and period charter rates for product and crude tankers rose, andcontinue to be, at or above historically average rates. Keys to this growth have been steady increases in Chinese and Indian crude oil imports since 2001 anda steady increase in US oil production which has led to a steady decline in US crude oil imports since 2005. Oil products shipments have increased due torefinery closures in Europe, Japan and Australia with oil products being shipped to those regions from India, the Middle East and the US. With the increase inUS crude oil production, the US became a net exporter of oil products since 2011 adding to the seaborne movement of oil products. The Organization ofPetroleum Exporting Countries (“OPEC”) is currently producing and shipping oil at very high levels. Should OPEC significantly reduce oil production orshould there be significant declines in non-OPEC oil production or should China or other emerging market countries suffer significant economic slowdowns,that may result in a protracted period of reduced oil shipments and a decreased demand for our affiliated tanker vessels and lower charter rates, which couldhave a material adverse effect on our results of operations and financial condition.We believe that the current order book for tanker vessels represents a significant percentage of our existing fleet; however the percentage of ourtotal tanker fleet on order as a percent of the total fleet rose slightly from 18% at the end of 2011 to 19% at the end of 2015. An over-supply of tankercapacity may result in a reduction of charter hire rates. If a reduction in charter rates occurs, our affiliates may only be able to charter their tanker vessels atunprofitable rates or may not be able to charter these vessels at all, which could lead to a material adverse effect on our results of operations.The demand for dry cargo vessels and tankers capacity has generally been influenced by, among other factors: • global and regional economic conditions; • developments in international trade; • changes in seaborne and other transportation patterns, such as port congestion and canal closures or expansions; • supply and demand for energy resources, commodities, semi-finished and finished consumer and industrial products, and liquid cargoes,including petroleum and petroleum products; • changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products; • supply and demand for products shipped in containers; • changes in global production of raw materials or products transported by containerships; • the distance dry bulk cargo or containers are to be moved by sea; • the globalization of manufacturing; • carrier alliances, vessel sharing or container slot sharing that seek to allocate container ship capacity on routes; • weather and crop yields; • armed conflicts and terrorist activities, including piracy; • natural or man-made disasters that affect the ability of our vessels to use certain waterways; • political, environmental and other regulatory developments, including but not limited to governmental macroeconomic policy changes,import- export restrictions and central bank policies; • embargoes and strikes; • technical advances in ship design and construction; • waiting days in ports; 7 Table of Contents • changes in oil production and refining capacity and regional availability of petroleum refining capacity; • the distance chemicals, petroleum and petroleum products are to be moved by sea; • changes in seaborne and other transportation patterns, including changes in distances over which cargo is transported due to geographicchanges in where oil is produced, refined and used; and • competition from alternative sources of energy.The supply of vessel capacity has generally been influenced by, among other factors: • the number of vessels that are in or out of service; • the scrapping rate of older vessels; • port and canal traffic and congestion; • the number of newbuilding deliveries; • vessel casualties; • the availability of shipyard capacity; • the economics of slow steaming; • the number of vessels that are used for storage or as floating storage offloading service vessels; • the conversion of tankers to other uses, including conversion of vessels from transporting oil and oil products to carrying drybulk cargoand the reverse conversion; • availability of financing for new vessels; • the phasing out of single-hull tankers due to legislation and environmental concerns; • the price of steel; • national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence oftonnage; and • environmental concerns and regulations.Our growth depends on continued growth in demand for dry bulk commodities and the shipping of dry bulk cargoes.Our growth strategy focuses on expansion in the dry bulk shipping sector. Accordingly, our growth depends on continued growth in worldwideand regional demand for dry bulk commodities and the shipping of dry bulk cargoes, which could be negatively affected by a number of factors, such asdeclines in prices for dry bulk commodities, or general political and economic conditions.Reduced demand for dry bulk commodities and the shipping of dry bulk cargoes would have a material adverse effect on our future growth andcould harm our business, results of operations and financial condition. In particular, Asian Pacific economies, of which China is especially important, andIndia have been the main driving force behind the current increase in seaborne dry bulk trade and the demand for dry bulk carriers. A negative change ineconomic conditions in any Asian Pacific country, but particularly in China, Japan or India, may have a material adverse effect on our business, financialcondition and results of operations, as well as our future prospects, by reducing demand and resultant charter rates. 8 Table of ContentsDisruptions in world financial markets and the resulting governmental action in Europe, the Unites States and other parts of the world could have amaterial adverse impact on our ability to obtain financing required to acquire vessels or new businesses. Furthermore, such a disruption would adverselyaffect our results of operations, financial condition and cash flows and could cause the market price of our shares to decline.Global financial markets and economic conditions have been severely disrupted and volatile in recent years and remain subject to significantvulnerabilities, such as the deterioration of fiscal balances, the rapid accumulation of public debt, continued deleveraging in the banking sector and a limitedsupply of credit. Recent conflicts in Iraq, Afghanistan, Syria, Ukraine, other current conflicts, and continuing concerns relating to the European sovereigndebt crisis have led to increased volatility in global credit and equity markets. Several European countries including Greece have been affected by increasingpublic debt burdens and weakening economic growth prospects. In recent years, Standard and Poor’s Rating Services (“Standard and Poor’s”) and Moody’sInvestors Service (“Moody’s”) downgraded the long-term ratings of most European countries’ sovereign debt and issued negative outlooks. Such downgradescould negatively affect those countries’ ability to access the public debt markets at reasonable rates or at all, materially affecting the financial conditions ofbanks in those countries, including those with which we maintain cash deposits and equivalents, or on which we rely on to finance our vessel and newbusiness acquisitions. Cash deposits and cash equivalents in excess of amounts covered by government-provided insurance are exposed to loss in the eventof non-performance by financial institutions. We maintain cash deposits and equivalents in excess of government-provided insurance limits, which mayexpose us to a loss of cash deposits or cash equivalents.In addition, as a result of the ongoing political and economic turmoil in Greece resulting from the sovereign debt crisis and the related austeritymeasures implemented by the Greek government, the operations of our managers located in Greece may be subjected to new regulations and potential shift ingovernment policies that may require us to incur new or additional compliance or other administrative costs and may require the payment of new taxes orother fees. We also face the risk that strikes, work stoppages, civil unrest and violence within Greece may disrupt the shoreside operations of our managerslocated in Greece.Since 2008, a number of financial institutions have experienced serious financial difficulties and, in some cases, have entered bankruptcyproceedings or are in regulatory enforcement actions. These difficulties resulted, in part, from declining markets for assets held by such institutions,particularly the reduction in the value of their mortgage and asset-backed securities portfolios. These difficulties were compounded by financial turmoilaffecting the world’s debt, credit and capital markets, and the general decline in the willingness by banks and other financial institutions to extend credit,particularly to the shipping industry due to the historically low vessel earnings and values, and, in part, due to changes in overall banking regulations (forexample, Basel III). As a result, the ability of banks and credit institutions to finance new projects, including the acquisition of new vessels in the future, werefor a time uncertain. Following the stress tests run by the European Central Bank (the “ECB”), revised capital ratios have been communicated to Europeanbanks. This has reduced the uncertainty following the difficulties of the past several years, but it has also led to changes in each bank’s lending policies andability to provide financing or refinancing. A recurrence of global economic weakness may adversely affect the financial institutions that provide our creditfacilities and may impair their ability to continue to perform under their financing obligations to us, which could have an impact on our ability to fundcurrent and future obligations.Furthermore, we may experience difficulties obtaining financing commitments in the future, including commitments to refinance our existingdebt as balloon payments come due under our credit facilities, if lenders are unwilling to extend financing to us or are unable to meet their fundingobligations due to their own liquidity, capital or solvency issues. Due to the fact that we would possibly cover all or a portion of the cost of any newacquisition with debt financing, such uncertainty, combined with restrictions imposed by our current debt, could hamper our ability to finance vessels orother assets or new business acquisitions.In addition, the economic uncertainty worldwide has markedly reduced demand for shipping services and has decreased charter rates, which mayadversely affect our results of operations and financial condition. 9 Table of ContentsCurrently, the economies of China, Japan, other Asian Pacific countries and India are the main driving force behind the development in seabornetransportation. Reduced demand from such economies has in the past driven decreased rates and vessel values and could do so in the future.The New York Stock Exchange may delist our common stock from trading on its exchange, which could limit your ability to trade our common stock andsubject us to additional trading restrictions.On February 16, 2016, we were notified by NYSE that we were not in compliance with the continued listing standards set forth in Section 802.01C ofthe NYSE Listed Company Manual because the average closing price of our common stock was less than $1.00 over a consecutive 30 trading-day period.Under the NYSE Listed Company Manual, a listed company is generally afforded a six-month period following receipt of the NYSE deficiency noticeto regain compliance, after which the NYSE will commence suspension of trading and delisting procedures. Regaining compliance requires, on the lasttrading day of any calendar month, a company’s common stock price per share and 30 trading-day average closing share price to be at least $1.00. During thissix month period a company’s common stock will continue to be traded on the NYSE, subject to compliance with other continued listing requirements andfurther subject to the discretion of the NYSE to commence delisting procedures against a company’s common stock for other reasons, such as selling for anabnormally low price. We received confirmation from the NYSE on April 1, 2016 that we had regained compliance after our average closing share price forthe 30 trading-day period ended March 31, 2016 and our closing price on March 31, 2016 exceeded $1.00.While we are currently in compliance with the NYSE listing standards we cannot assure you that our common stock will continue to be listed on NYSEin the future.If our common stock ultimately were to be delisted for any reason, we could face significant material adverse consequences, including: • a limited availability of market quotations for our common stock; • a limited amount of news and analyst coverage for us; • a decreased ability for us to issue additional securities or obtain additional financing in the future; • limited liquidity for our shareholders due to thin trading; and • loss of our tax exemption under Section 883 of the Internal Revenue Code of 1986, as amended (the “Code”), loss of preferential capital gain tax ratesfor certain dividends received by certain non-corporate U.S. holders, and loss of “mark-to-market” election by U.S. holders in the event we are treated asa passive foreign investment company (“PFIC”).A decrease in the level of China’s imports of raw materials or a decrease in trade globally could have a material adverse impact on our charterers’business and, in turn, could cause a material adverse impact on our results of operations, financial condition and cash flows.China imports significant quantities of raw materials. For example in 2015, China imported 940 million tons of iron ore out of a total of 1.367billion tons shipped globally, accounting for about 69% of the global seaborne iron ore trade, while it only accounted for 14% of seaborne movements ofcoal in 2015, according to current estimates, that is a decline from over 22% in 2013 (due to a record of 264.9 million tons imported compared to 1.179billion tons of seaborne coal traded globally) and a continued decline from over 19% in 2014 (239.1 million tons imported versus 1.215 billion tons globalseaborne movements). Our dry bulk vessels are deployed by our charterers on routes involving dry bulk trade in and out of emerging markets, and ourcharterers’ dry bulk shipping and business revenue may be derived from the shipment of goods within and to the Asia Pacific region from various overseasexport markets. Any reduction in, or hindrance to, China-based importers could have a material adverse effect on the growth rate of China’s imports and onour charterers’ business. For instance, the government of China has implemented economic policies aimed at reducing pollution, increasing 10 Table of Contentsconsumption of domestically produced Chinese coal or promoting the export of such coal. This may have the effect of reducing the demand for import of rawmaterials and may, in turn, result in a decrease in demand for dry bulk shipping. Additionally, though in China there is an increasing level of autonomy and agradual shift in an emphasis to a “market economy” and enterprise reform, many of the reforms, particularly some limited price reforms that result in the pricesfor certain commodities being principally determined by market forces, are experimental and may be subject to revision, change or abolition. The level ofimports to, and exports from, China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes inpolitical, economic and social conditions or other relevant policies of the Chinese government.For example, China recently enacted a new tax for non-resident international transportation enterprises engaged in the provision of services ofpassengers or cargo, among other items, in and out of China using their own, chartered or leased vessels, including any stevedore, warehousing and otherservices connected with the transportation. The new regulation broadens the range of international transportation companies who may find themselves liablefor Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports. This tax or similarregulations by China may result in an increase in the cost of raw materials imported to China and the risks associated with importing raw materials to China,as well as a decrease in the quantity of raw materials to be shipped from our charterers to China. This could have an adverse impact on our charterers’business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increasethe number of their time charters with us.Our operations expose us to the risk that increased trade protectionism from China or other nations will adversely affect our business. If theglobal recovery is undermined by downside risks and the recent economic downturn returns, governments may turn to trade barriers to protect their domesticindustries against foreign imports, thereby depressing the demand for shipping. Specifically, increasing trade protectionism in the markets that our charterersserve may cause (i) a decrease in cargoes available to our charterers in favor of local charterers and local owned ships and (ii) an increase in the risksassociated with importing goods to China. Any increased trade barriers or restrictions on trade, especially trade with China, would have an adverse impact onour charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and torenew and increase the number of their time charters with us. This could have a material adverse effect on our business, results of operations, financialcondition and our ability to pay cash distributions to our unitholders.When our contracts expire, we may not be able to successfully replace them, or we may not choose to enter into long term contracts at levels that are at orbelow operating costs.The process for concluding contracts and longer term time charters generally involves a lengthy and intensive screening and vetting process andthe submission of competitive bids. In addition to the quality and suitability of the vessel, medium and longer term shipping contracts tend to be awardedbased upon a variety of other factors relating to the vessel operator, including: • environmental, health and safety record; • compliance with regulatory industry standards; • reputation for customer service, technical and operating expertise; • shipping experience and quality of ship operations, including cost-effectiveness; • quality, experience and technical capability of crews; • the ability to finance vessels at competitive rates and overall financial stability; • relationships with shipyards and the ability to obtain suitable berths; • construction management experience, including the ability to procure on-time delivery of new vessels according to customerspecifications; 11 Table of Contents • willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and • competitiveness of the bid in terms of overall price.As a result of these factors, when our contracts including our long-term charters expire, we cannot assure you that we will be able to replace thempromptly or at all or at rates sufficient to allow us to operate our business profitably, to meet our obligations, including payment of debt service to ourlenders, or to pay dividends. Our ability to renew the charter contracts on our vessels on the expiration or termination of our current charters, or, on vesselsthat we may acquire in the future, the charter rates payable under any replacement charter contracts, will depend upon, among other things, economicconditions in the sectors in which our vessels operate at that time, changes in the supply and demand for vessel capacity and changes in the supply anddemand for the transportation of commodities. During periods of market distress when long term charters may be renewed at rates at or below operating costs,we may not choose to charter our vessels for longer terms particularly if doing so would create an ongoing negative cashflow during the period of the charter.We may instead choose or be forced to idle our vessels or lay them up or scrap them depending on market conditions and outlook at the time those vesselsbecome available for charter.However, if we are successful in employing our vessels under longer-term time charters, our vessels will not be available for trading in the spotmarket during an upturn in the market cycle, when spot trading may be more profitable. If we cannot successfully employ our vessels in profitable chartercontracts, our results of operations and operating cash flow could be materially adversely affected.We may employ vessels on the spot market and thus expose our selves to risk of losses based on short-term decreases in shipping rates.We periodically employ some of our vessels on a spot basis. The spot charter market is highly competitive and freight rates within this market arehighly volatile, while longer-term charter contracts provide income at pre-determined rates over more extended periods of time. We cannot assure you that wewill be successful in keeping our vessels fully employed in these short-term markets, or that future spot rates will be sufficient to enable such vessels to beoperated profitably. A significant decrease in spot market rates or our inability to fully employ our vessels by taking advantage of the spot market wouldresult in a reduction of the incremental revenue received from spot chartering and adversely affect our results of operations, including our profitability andcash flows, with the result that our ability to pay debt service and dividends could be impaired.Additionally, if spot market rates or short-term time charter rates become significantly lower than the time charter equivalent rates that some ofour charterers are obligated to pay us under our existing charters, the charterers may have incentive to default under that charter or attempt to renegotiate thecharter. If our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels at lower charter rates, which would affect our ability tocomply with our loan covenants and operate our vessels profitably. If we are not able to comply with our loan covenants and our lenders choose to accelerateour indebtedness and foreclose their liens, we could be required to sell vessels in our fleet and our ability to continue to conduct our business would beimpaired.We depend upon significant customers for part of our revenues. The loss of one or more of these customers or a decline in the financial capability of ourcustomers could materially adversely affect our financial performance.We have derived a significant part of our revenue from a small number of charterers. During the years ended December 31, 2015, 2014 and 2013,we derived approximately 33.8%, 28.6% and 22.9%, respectively, of our gross revenues from four customers. For the year ended December 31, 2015, onecustomer accounted for 15.1% of the Company’s revenue. For the year ended December 31, 2014, one customer accounted for 11.9% of the Company’srevenue and for the year ended December 31, 2013, none of the Company’s customers accounted for more than 10% of the Company’s revenue. 12 Table of ContentsIf one or more of our customers is unable to perform under one or more charters with us and we are not able to find a replacement charter, or if acharterer exercises certain rights to terminate the charter, or if a charterer is unable to make its charter payments in whole or in part, we could suffer a loss ofrevenues that could materially adversely affect our business, financial condition and results of operations.We could lose a customer or the benefits of a time charter if, among other things: • the customer fails to make charter payments because of its financial inability, disagreements with us or otherwise, which risk is increasingdue to the current economic environment; • the customer terminates the charter because we fail to deliver the vessel within a fixed period of time, the vessel is lost or damagedbeyond repair, there are serious deficiencies in the vessel or prolonged periods of off-hire, default under the charter; or • the customer terminates the charter because the vessel has been subject to seizure for more than a specified number of days.Furthermore, a number of our charters are at above-market rates, such that any loss of such charter may require us to recharter the vessel atsignificantly lower rates. Additionally, our charterers from time to time have sought to renegotiate their charter rates with us. We no longer maintaininsurance against the risk of default by our customers.We are subject to certain credit risks with respect to our counterparties on contracts, and the failure of such counterparties to meet their obligations couldcause us to suffer losses on such contracts and thereby decrease revenues.We charter-out our vessels to other parties who pay us a daily rate of hire. We also enter into contracts of affreightment (“COAs”) pursuant towhich we agree to carry cargoes, typically for industrial customers, who export or import dry bulk cargoes. Additionally, we may enter into Forward FreightAgreements (“FFAs”), parts of which are traded over-the-counter. We also enter into spot market voyage contracts, where we are paid a rate per ton to carry aspecified cargo on a specified route. The FFAs and these contracts and arrangements subject us to counterparty credit risks at various levels. If thecounterparties fail to meet their obligations, we could suffer losses on such contracts which could materially adversely affect our financial condition andresults of operations. In addition, if a charterer defaults on a time charter, we may only be able to enter into new contracts at lower rates. It is also possible thatwe would be unable to secure a charter at all. If we re-charter the vessel at lower rates or not at all, our financial condition and results of operations could bematerially adversely affected.Trading and complementary hedging activities in freight, tonnage and FFAs subject us to trading risks, and we may suffer trading losses which couldadversely affect our financial condition and results of operations.Due to dry bulk shipping market volatility, success in this shipping industry requires constant adjustment of the balance between chartering-outvessels for long periods of time and trading them on a spot basis. A long-term contract to charter a vessel might lock us into a profitable or unprofitablesituation depending on the direction of freight rates over the term of the contract. We may seek to manage and mitigate that risk through trading andcomplementary hedging activities in freight, tonnage and FFAs. We may be exposed to market risk in relation to our FFAs and could suffer substantial lossesfrom these activities in the event that our expectations are incorrect. We may trade FFAs with an objective of both economically hedging the risk on the fleet,specific vessels or freight commitments and taking advantage of short-term fluctuations in market prices. There can be no assurance that we will be able at alltimes to successfully protect ourselves from volatility in the shipping market. We may not successfully mitigate our risks, leaving us exposed to unprofitablecontracts, and may suffer trading losses resulting from these hedging activities.In our hedging and trading activities, we focus on short-term trading opportunities in which there is adequate liquidity in order to limit the riskwe are taking. There can be no assurance we will be successful in limiting our risk, that significant price spikes will not result in significant losses, even onshort term trades, that 13 Table of Contentsliquidity will be available for our positions, or that all trades will be done within our risk management policies. Any such risk could be significant. Inaddition, the performance of our trading activities can significantly increase the variability of our operating performance in any given period and couldmaterially adversely affect our financial condition. The FFA market has experienced significant volatility in the past few years and, accordingly, recognitionof the changes in the fair value of FFAs could in the future cause significant volatility in earnings.We are subject to certain operating risks, including vessel breakdowns or accidents, that could result in a loss of revenue from the chartered-in vessels andwhich in turn could have an adverse effect on our results of operations or financial condition.Our exposure to operating risks of vessel breakdown and accidents mainly arises in the context of our owned vessels. The rest of our core fleet ischartered-in under time charters and, as a result, most operating risks relating to these time chartered vessels remain with their owners. If we pay hire on achartered-in vessel at a lower rate than the rate of hire it receives from a sub-charterer to whom we have chartered out the vessel, a breakdown or loss of thevessel due to an operating risk suffered by the owner will, in all likelihood, result in our loss of the positive spread between the two rates of hire. Although wemaintain insurance policies (subject to deductibles and exclusions) to cover us against the loss of such spread through the sinking or other loss of a chartered-in vessel, we cannot assure you that we will be covered under all circumstances or that such policies will be available in the future on commerciallyreasonable terms. Breakdowns or accidents involving our vessels and losses relating to chartered vessels which are not covered by insurance would result in aloss of revenue from the affected vessels adversely affecting our financial condition and results of operations.The operation of ocean-going vessels entails the possibility of marine disasters including damage or destruction of the vessel due to accident, the loss of avessel due to piracy or terrorism, damage or destruction of cargo and similar events that may cause a loss of revenue from affected vessels and damage ourbusiness reputation, which may in turn lead to loss of business.The operation of ocean-going vessels entails certain inherent risks that may materially adversely affect our business and reputation, including: • the damage or destruction of vessels due to marine disaster such as a collision; • the loss of a vessel due to piracy and terrorism; • cargo and property losses or damage as a result of the foregoing or drastic causes such as human error, mechanical failure and badweather; • environmental accidents as a result of the foregoing; and • business interruptions and delivery delays caused by mechanical failure, human error, war, terrorism, political action in various countries,labor strikes or adverse weather conditions.Any of these circumstances or events could substantially increase our costs. For example, the costs of replacing a vessel or cleaning upenvironmental damage could substantially lower our revenues by taking vessels out of operation permanently or for periods of time. Furthermore, theinvolvement of our vessels in a disaster or delays in delivery, damage or the loss of cargo may harm our reputation as a safe and reliable vessel operator andcause us to lose business.The operation of vessels, such as dry bulk carriers, has certain unique risks. With a dry bulk carrier, the cargo itself and its interaction with thevessel can be an operational risk. By their nature, dry bulk cargoes are often heavy, dense, easily shift, and react badly to water exposure. In addition, drybulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) andsmall bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible tobreach at sea. Hull breaches in dry bulk 14 Table of Contentscarriers may lead to the flooding of the vessels’ holds. If a dry bulk carrier suffers flooding in its forward holds, the bulk cargo may become so dense andwaterlogged that its pressure may buckle the vessel’s bulkheads leading to the loss of a vessel.The total loss or damage of any of our vessels or cargoes could harm our reputation as a safe and reliable vessel owner and operator. If we areunable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss that could negatively impact ourbusiness, financial condition, results of operations, cash flows and ability to pay dividends.Some of these inherent risks could result in significant damage, such as marine disaster or environmental incidents, and any resulting legalproceedings may be complex, lengthy, costly and, if decided against us, any of these proceedings or other proceedings involving similar claims or claims forsubstantial damages may harm our reputation and have a material adverse effect on our business, results of operations, cash flow and financial position. Inaddition, the legal systems and law enforcement mechanisms in certain countries in which we operate may expose us to risk and uncertainty. Further, we maybe required to devote substantial time and cost defending these proceedings, which could divert the attention of management from our business.Any of these factors may have a material adverse effect on our business, financial conditions and results of operations.We are subject to various laws, regulations and conventions, including environmental and safety laws that could require significant expenditures both tomaintain compliance with such laws and to pay for any uninsured environmental liabilities including any resulting from a spill or other environmentalincident.The shipping business and vessel operation are materially affected by government regulation in the form of international conventions, national,state and local laws, and regulations in force in the jurisdictions in which vessels operate, as well as in the country or countries of their registration.Governmental regulations, safety or other equipment standards, as well as compliance with standards imposed by maritime self-regulatory organizations andcustomer requirements or competition, may require us to make capital and other expenditures. Because such conventions, laws and regulations are oftenrevised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations, or the impact thereof on the fair market price or usefullife of our vessels. In order to satisfy any such requirements, we may be required to take any of our vessels out of service for extended periods of time, withcorresponding losses of revenues. In the future, market conditions may not justify these expenditures or enable us to operate our vessels, particularly oldervessels, profitably during the remainder of their economic lives. This could lead to significant asset write downs. In addition, violations of environmental andsafety regulations can result in substantial penalties and, in certain instances, seizure or detention of our vessels.Additional conventions, laws and regulations may be adopted that could limit our ability to do business, require capital expenditures orotherwise increase our cost of doing business, which may materially adversely affect our operations, as well as the shipping industry generally. In variousjurisdictions legislation has been enacted, or is under consideration, that would impose more stringent requirements on air pollution and effluent dischargesfrom our vessels. For example, the International Maritime Organization (“IMO”) periodically proposes and adopts amendments to revise the InternationalConvention for the Prevention of Pollution from Ships (“MARPOL”), such as the revision to Annex VI which came into force on July 1, 2010. The revisedAnnex VI implements a phased reduction of the sulfur content of fuel and allows for stricter sulfur limits in designated emission control areas (“ECAs”). Thusfar, ECAs have been formally adopted for the Baltic Sea area (limiting SOx emissions only); the North Sea area including the English Channel (limiting SOxemissions only) and the North American ECA (which came into effect on August 1, 2012 limiting SOx, NOx and particulate matter emissions). The UnitedStates Caribbean Sea ECA, which became effective on January 1, 2014, limits SOx, NOx and particulate matter emissions. As of January 2015, the limit forfuel oil sulphur levels falls to 0.1.% m/m in emission control areas established to limit SOx and particulate matter emissions. California has adopted more 15 Table of Contentsstringent low sulfur fuel requirements within California regulated waters. In addition, the IMO, the U.S. and states within the U.S. have proposed orimplemented requirements relating to the management of ballast water to prevent the harmful effects of foreign invasive species.The operation of vessels is also affected by the requirements set forth in the International Safety Management (“ISM”) Code. The ISM Coderequires shipowners and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety andenvironmental protection policy setting forth instructions and procedures for safe vessel operation and describing procedures for dealing with emergencies.In addition, the IMO has introduced the first ever mandatory measures for an international greenhouse gas reduction regime for a global industry sector.These energy efficiency measures took effect on January 1, 2013 and apply to all ships of 400 gross tonnage and above. They include the development of aship energy efficiency management plan (“SEEMP”) which is akin to a safety management plan, with which the industry will have to comply. The failure of aship owner or bareboat charterer to comply with the ISM Code and IMO measures may subject such party to increased liability, may decrease availableinsurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports.For all vessels, including those operated under our fleet, international liability for oil pollution is governed by the International Convention onCivil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”). In 2001, the IMO adopted the Bunker Convention, which imposes strictliability on shipowners for pollution damage and response costs incurred in contracting states caused by discharges, or threatened discharges, of bunker oilfrom all classes of ships. The Bunker Convention also requires registered owners of ships over a certain size to maintain insurance to cover their liability forpollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime, including liability limitscalculated in accordance with the Convention on Limitation of Liability for Maritime Claims 1976, as amended (the “1976 Convention”), discussed in moredetail in the following paragraph. The Bunker Convention became effective in contracting states on November 21, 2008 and as of March 8, 2016 was ineffect in 82 states comprising approximately 92.13% of the gross tonnage of the world’s merchant fleet. In non-contracting states, liability for such bunker oilpollution typically is determined by the national or other domestic laws in the jurisdiction where the spillage occurs.The International Convention for Civil Liability for Oil Pollution Damage (the “CLC”) and Bunker Convention also provide vessel owners aright to limit their liability, depending on the applicable national or international regime. The 1976 Convention is the most widely applicable internationalregime limiting maritime pollution liability. Rights to limit liability under the 1976 Convention are forfeited where a spill is caused by a shipowner’sintentional or reckless conduct. Certain jurisdictions have ratified the IMO’s Protocol of 1996 to the 1976 Convention, referred to herein as the “Protocol of1996.” The Protocol of 1996 provides for substantially higher liability limits in those jurisdictions than the limits set forth in the 1976 Convention. Finally,some jurisdictions, such as the United States, are not a party to either the 1976 Convention or the Protocol of 1996, and, therefore, a shipowner’s rights tolimit liability for maritime pollution in such jurisdictions may be uncertain.Environmental legislation in the United States merits particular mention as it is in many respects more onerous than international laws,representing a high-water mark of regulation with which ship owners and operators must comply, and of liability likely to be incurred in the event of non-compliance or an incident causing pollution. In the United States, the Oil Pollution Act (“OPA”) establishes an extensive regulatory and liability regime forthe protection and cleanup of the environment from cargo and bunker oil spills from vessels, including tankers. The OPA covers all owners and operatorswhose vessels trade in the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’territorial sea and its 200 nautical mile exclusive economic zone. Under the OPA, vessel owners, operators and bareboat charterers are “responsible parties”and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for allcontainment and clean-up costs and other damages arising from discharges or substantial threats of discharges, of oil from their vessels. 16 Table of ContentsIn addition to potential liability under the federal OPA, vessel owners may in some instances incur liability on an even more stringent basisunder state law in the particular state where the spillage occurred. For example, California regulations prohibit the discharge of oil, require an oil contingencyplan be filed with the state, require that the ship owner contract with an oil response organization and require a valid certificate of financial responsibility, allprior to the vessel entering state waters.In recent years, the EU has become increasingly active in the field of regulation of maritime safety and protection of the environment. In someareas of regulation the EU has introduced new laws without attempting to procure a corresponding amendment to international law. Notably, the EU adoptedin 2005 a directive, as amended in 2009, on ship-source pollution, imposing criminal sanctions for pollution not only where pollution is caused by intent orrecklessness (which would be an offence under MARPOL), but also where it is caused by “serious negligence.” The concept of “serious negligence” may beinterpreted in practice to be little more than ordinary negligence. The directive could therefore result in criminal liability being incurred in circumstanceswhere it would not be incurred under international law.In response to the Deepwater Horizon incident, the European Union has issued Directive 2013/30/EU of the European Parliament and of theCouncil of June 12, 2013 on safety of offshore oil and gas operations. The objective of this Directive is to reduce as much as possible the occurrence of majoraccidents relating to offshore oil and gas operations and to limit their consequences, thus increasing the protection of the marine environment and coastaleconomies against pollution, establishing minimum conditions for safe offshore exploration and exploitation of oil and gas and limiting possible disruptionsto European Union indigenous energy production, and to improve the response mechanisms in case of an accident. The Directive was implemented onJuly 19, 2015. As far as the environment is concerned, the UK has various new or amended regulations such as: the Offshore Petroleum Activities (OffshoreSafety Directive) (Environmental Functions) Regulations 2015 (OSDEF), the 2015 amendments to the Merchant Shipping (Oil Pollution Preparedness,Response and Cooperation Convention) Regulations 1998 (OPRC 1998) and other environmental Directive requirements, specifically the EnvironmentalManagement System and (ii) the Offshore Petroleum Licensing (Offshore Safety Directive) Regulations 2015 will implement the licensing Directiverequirements.Criminal liability for a pollution incident could not only result in us incurring substantial penalties or fines, but may also, in some jurisdictions,facilitate civil liability claims for greater compensation than would otherwise have been payable.We maintain insurance coverage for each owned vessel in our fleet against pollution liability risks in the amount of $1.0 billion in the aggregatefor any one event. The insured risks include penalties and fines as well as civil liabilities and expenses resulting from accidental pollution. However, thisinsurance coverage is subject to exclusions, deductibles and other terms and conditions. If any liabilities or expenses fall within an exclusion from coverage,or if damages from a catastrophic incident exceed the aggregate liability of $1.0 billion for any one event, our cash flow, profitability and financial positionwould be adversely impacted.Climate change and government laws and regulations related to climate change could negatively impact our financial condition.Regarding climate change in particular, we are and will be, directly and indirectly, subject to the effects of climate change and may, directly orindirectly, be affected by government laws and regulations related to climate change. A number of countries have adopted or are considering the adoption of,regulatory frameworks to reduce greenhouse gas emissions. In the U.S., the United States Environmental Protection Agency (“EPA”) has declared greenhousegases to be dangerous pollutants and has issued greenhouse gas reporting requirements for emissions sources in certain industries (which does not include theshipping industry). The EPA does require owners of vessels subject to MARPOL Annex VI to maintain records for nitrogen oxides standards and in-use fuelspecifications. 17 Table of ContentsIn addition, while the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United NationsFramework Convention on Climate Change, which requires adopting countries to implement national programs to reduce greenhouse gas emissions, the IMOintends to develop limits on greenhouse gases from international shipping. In 2011, it responded to the global focus on climate change and greenhouse gasemissions by developing specific technical and operational efficiency measures and a work plan for market-based mechanisms. These include the mandatorymeasures of the SEEMP, outlined above, and an energy efficiency design index (“EEDI”) for new ships. Over the past few years, the IMO has considered itsposition on market-based measures. However, the international discussions have yet to bring agreement on global market-based measures or otherinstruments that would cut greenhouse gas emissions from the international maritime transport sector as a whole, including existing ships. A third IMO study(2014) on Greenhouse gases has been approved. Among the numerous proposals being considered by the working group are the following: a port state levybased on the amount of fuel consumed by the vessel on its voyage to the port in question; a global emissions trading scheme which would allocate emissionsallowances and set an emissions cap; and an international fund establishing a global reduction target for international shipping, to be set either by the UnitedNations Framework Covention on Climate Change (“UNFCCC”) or the IMO. At its 64th session in 2012, the MEPC indicated that 2015 was the target yearfor Member States to identify market-based measures for international shipping. At its 66th session in 2014, the MEPC continued its work on developingtechnical and operational measures relating to energy-efficiency measures for ships, following the mandatory efficiency measures which became effectiveJanuary 1, 2013. It adopted the 2014 Guidelines on the Method of Calculation of the Attained EEDI, applicable to new ships. It further adopted amendmentsto MARPOL Annex VI concerning the extension of the scope of application of the EEDI to LNG fuel carriers, ro-ro cargo ships (vehicle carriers), ro-ropassenger ships and cruise passengers ships with nonconventional propulsion. At its 67th session in 2014, the MEPC adopted the 2014 Guidelines on surveyand certification of the EEDI, updating the previous version to reference ships fitted with dual-fuel engines using LNG and liquid fuel oil. The MEPC alsoadopted amendments to the 2013 Interim Guidelines for determining minimum propulsion power to maintain the manoeuvrability of ships in adverseconditions, to make the guidelines applicable to phase 1 (starting January 1, 2015) of the EEDI requirements. At its 68th session in 2015, the MEPC agreedupon proposed language regarding a data collection system for fuel consumption of ships above 5,000 gross tons, a concept first proposed at its 66th session.Further, the MEPC amended the 2014 Guidelines on EEDI survey and certification as well as the method of calculating of EEDI for new ships.In December 2011, UN climate change conference (the “Durban Conference”) took place in Durban and concluded with an agreement referred toas the Durban Platform for Enhanced Action. The Durban Conference did not result in any proposals specifically addressing the shipping industry’s role inclimate change but the progress that has been made by the IMO in this area was widely acknowledged throughout the negotiating bodies of the UNFCCCprocess and an ad hoc working group was established.Although regulation of greenhouse gas emissions in the shipping industry was discussed during the 2015 UN Climate Change Conference inParis (the “Paris Conference”), the agreement reached among the 195 nations did not expressly reference the shipping industry. Following the ParisConference, the IMO announced it would continue its efforts on this issue at the IMO’s Marine Environment Protection Committee in April 2016.The European Union announced in April 2007 that it planned to expand the European Union emissions trading scheme by adding vessels, and aproposal from the European Commission was expected if no global regime for reduction of seaborne emissions had been agreed to by the end of 2011. As ofJanuary 31, 2013 the European Commission has stopped short of proposing that emissions from ships be included in the EU’s emissions-trading scheme(ETS). However on October 1, 2012 it announced that it would propose measures to monitor, verify and report on greenhouse-gas emissions from theshipping sector. On June 28, 2013, the European Commission adopted a communication setting out a strategy for progressively including greenhouse gasemissions from maritime transport in the EU’s policy for reducing its overall greengouse emissions. The first step proposed by the European Commission wasan EU Regulation to an EU-wide system for the monitoring, reporting and verification of carbon dioxide emissions from large ships starting in 2018. TheRegulation was 18 Table of Contentsadopted on April 29, 2015 and took effect on July 1, 2015, with monitoring, reporting and verification requirements beginning on January 1, 2018. ThisRegulation may be seen as indicative of an intention to maintain pressure on the international negotiating process.We cannot predict with any degree of certainty what effect, if any possible climate change and government laws and regulations related toclimate change will have on our operations, whether directly or indirectly. While we believe that it is difficult to assess the timing and effect of climatechange and pending legislation and regulation related to climate change on our business, we believe that climate change, including the possible increase insevere weather events resulting from climate change, and government laws and regulations related to climate change may affect, directly or indirectly, (i) thecost of the vessels we may acquire in the future, (ii) our ability to continue to operate as we have in the past, (iii) the cost of operating our vessels, and(iv) insurance premiums, deductibles and the availability of coverage. As a result, our financial condition could be negatively impacted by significantclimate change and related governmental regulation, and that impact could be material.We are subject to vessel security regulations and will incur costs to comply with recently adopted regulations and we may be subject to costs to complywith similar regulations that may be adopted in the future in response to terrorism.Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25,2002, the Maritime Transportation Security Act of 2002, or MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. CoastGuard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of theUnited States. Similarly, in December 2002, amendments to the International Convention for the Safety of Life at Sea, or SOLAS, created a new chapter of theconvention dealing specifically with maritime security. The new chapter went into effect in July 2004, and imposes various detailed security obligations onvessels and port authorities, most of which are contained in the newly created International Ship and Port Facilities Code, or ISPS Code. Among the variousrequirements are: • on-board installation of automatic information systems, or AIS, to enhance vessel-to-vessel and vessel-to-shore communications; • on-board installation of ship security alert systems; • the development of vessel security plans; and • compliance with flag state security certification requirements.Furthermore, additional security measures could be required in the future which could have a significant financial impact on us. The U.S. CoastGuard regulations, intended to be aligned with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures,provided such vessels have on board a valid International Ship Security Certificate, or ISSC, that attests to the vessel’s compliance with SOLAS securityrequirements and the ISPS Code. We will implement the various security measures addressed by the MTSA, SOLAS and the ISPS Code and take measures forthe vessels to attain compliance with all applicable security requirements within the prescribed time periods. Although management does not believe theseadditional requirements will have a material financial impact on our operations, there can be no assurance that there will not be an interruption in operationsto bring vessels into compliance with the applicable requirements and any such interruption could cause a decrease in charter revenues. Furthermore,additional security measures could be required in the future which could have a significant financial impact on us.The cost of vessel security measures has also been affected by the escalation in recent years in the frequency and seriousness of acts of piracyagainst ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Attacks of this kind have commonly resulted in vessels andtheir crews being detained for several months, and being released only on payment of large ransoms. Substantial loss of revenue and other costs may beincurred as a result of such detention. Although we insure against these losses to the 19 Table of Contentsextent practicable, the risk remains of uninsured losses which could significantly affect our business. Costs are incurred in taking additional securitymeasures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP3 industry standard. A number of flag stateshave signed the 2009 New York Declaration, which expresses commitment to Best Management Practices in relation to piracy and calls for compliance withthem as an essential part of compliance with the ISPS Code.Acts of piracy on ocean-going vessels have increased in frequency and magnitude, which could adversely affect our business.The shipping industry has historically been affected by acts of piracy in regions such as the South China Sea, the Indian Ocean, the Gulf of Adenoff the coast of Somalia and the Red Sea. Although the frequency of sea piracy worldwide decreased during 2013 to its lowest level since its increase in 2009,sea piracy incidents continue to occur, particularly in the Gulf of Aden and towards the Mozambique Channel in the North Indian Ocean and increasingly inthe Gulf of Guinea. A significant example of the heightened level of piracy came in February 2011 when the M/V Irene SL, a crude oil tanker which was notaffiliated with us, was captured by pirates in the Arabian Sea while carrying crude oil estimated to be worth approximately $200 million. In December 2009,the Navios Apollon, a vessel owned by our affiliate, Navios Maritime Partners L.P. (“Navios Partners”), was seized by pirates 800 miles off the coast ofSomalia while transporting fertilizer from Tampa, Florida to Rozi, India and was released on February 27, 2010. In January 2014, a vessel owned by ouraffiliate, Navios Maritime Acquisition Corporation (“Navios Acquisition”), the Nave Atropos, was attacked by a pirate action group in international watersoff the coast of Yemen and in February 2016, the Nave Jupiter, a vessel also owned by Navios Acquisition, came under attack from pirate action groups onher way our from her loading terminal about 50 nautical miles off Bayelsa, Nigeria. The crew and the on-board security team successfully implemented acounter piracy action plan and standard operating procedures and deterred the attacks with no consequences to the vessels or the crew. If these piracy attacksresult in regions (in which our vessels are deployed) being characterized by insurers as “war risk” zones or Joint War Committee (JWC) “war and strikes”listed areas, premiums payable for such insurance coverage could increase significantly and such insurance coverage may be more difficult to obtain. Crewcosts, including those due to employing onboard security guards, could increase in such circumstances. While the use of security guards is intended to deterand prevent the hijacking of our vessels, it could also increase our risk of liability for death or injury to persons or damage to personal property. In addition,while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hireuntil the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and it is therefore entitledto cancel the charter party, a claim that we would dispute. We may not be adequately insured to cover losses from these incidents, which could have amaterial adverse effect on us. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability ofinsurance for our vessels, could have a material adverse impact on our business, financial condition, results of operations and cash flows. Acts of piracy onocean-going vessels could adversely affect our business and operations.Political and government instability, terrorist attacks, increased hostilities or war could lead to further economic instability, increased costs anddisruption of our business.We are an international company and conduct our operations primarily outside the United States. Changing economic, political andgovernmental conditions in the countries where we are engaged in business or where our vessels are registered will affect us. Terrorist attacks, such as theattacks in the United States on September 11, 2001, in Spain on March 11, 2004, in London on July 7, 2005, in Paris on January 7, 2015, and onNovember 13, 2015, and in Brussels on March 22, 2016, and the United States’ continuing response to these attacks and other current and future conflicts, aswell as the recent conflicts in Iraq, Afganistan, Syria, Ukraine, continue to cause uncertainty in the world financial markets, including the energy markets.Continuing hostilities in the Middle East may lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the United States orelsewhere, which could result in increased volatility and turmoil in the financial markets and may contribute further to economic instability. Current andfuture conflicts and terrorist attacks may adversely 20 Table of Contentsaffect our business, operating results, financial condition, ability to raise capital and future growth. Terrorist attacks on vessels, such as the October 2002attack on the M/V Limburg, a VLCC not related to us, may in the future also negatively affect our operations and financial condition and directly impact ourvessels or our customers.Furthermore, our operations may be adversely affected by changing or adverse political and governmental conditions in the countries where ourvessels are flagged or registered and in the regions where we otherwise engage in business. Any disruption caused by these factors may interfere with theoperation of our vessels, which could harm our business, financial condition and results of operations. Our operations may also be adversely affected byexpropriation of vessels, taxes, regulation, tariffs, trade embargoes, economic sanctions or a disruption of or limit to trading activities, or other adverse eventsor circumstances in or affecting the countries and regions where we operate or where we may operate in the future.Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earningsA government could requisition title or seize our vessels. Requisition of title occurs when a government takes a vessel and becomes the owner. Agovernment could also requisition our vessels for hire, which would result in the government’s taking control of a vessel and effectively becoming thecharterer at a dictated charter rate. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels inother circumstances. Requisition of one or more of our vessels would have a substantial negative effect on us as we would potentially lose all revenues andearnings from the requisitioned vessels and permanently lose the vessels. Such losses might be partially offset if the requisitioning government compensatedus for the requisition.A failure to pass inspection by classification societies could result in one or more vessels being unemployable unless and until they pass inspection,resulting in a loss of revenues from such vessels for that period and a corresponding decrease in operating cash flows.The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. Theclassification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of thevessel and with SOLAS. Our owned fleet is currently enrolled with Nippon Kaiji Kiokai, Bureau Veritas, Lloyd’s Register, DNV GL and American Bureau ofShipping.A vessel must undergo an annual survey, an intermediate survey and a special survey. In lieu of a special survey, a vessel’s machinery may be ona continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles forhull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two to three years for inspectionof the underwater parts of such vessel.If any vessel fails any annual survey, intermediate survey or special survey, the vessel may be unable to trade between ports and, therefore, wouldbe unemployable, potentially causing a negative impact on our revenues due to the loss of revenues from such vessel until she is able to trade again.Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination andtrans-shipment points. Inspection procedures may result in the seizure of contents of our vessels, delays in the loading, offloading, trans-shipment or deliveryand the levying of customs duties, fines or other penalties against us.It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Changes to inspectionprocedures could also impose additional costs and obligations on our 21 Table of Contentscustomers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may havea material adverse effect on our business, results of operations, and financial condition.The shipping industry has inherent operational risks that may not be adequately covered by our insurance.The operation of ocean-going vessels in international trade is inherently risky. Although we carry insurance for our fleet covering riskscommonly insured against by vessel owners and operators, such as hull and machinery insurance, war risks insurance and protection and indemnity insurance(which include environmental damage and pollution insurance), all risks may not be adequately insured against, and any particular claim may not be paid.We do not currently maintain strike or off-hire insurance, which would cover the loss of revenue during extended vessel off-hire periods, such as those thatoccur during an unscheduled drydocking due to damage to the vessel from accidents except in cases of loss of hire up to a limited number of days due to waror a piracy event. Accordingly, any extended period in which a vessel is off-hire, due to an accident or otherwise, could have a material adverse effect on ourbusiness. Any claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought, theaggregate amount of these deductibles could be material.We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future. For example, more stringentenvironmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, insurance against risks ofenvironmental damage or pollution. A catastrophic oil spill or marine disaster could exceed our insurance coverage, which could harm our business, financialcondition and operating results. Changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult forus to obtain. In addition, the insurance that may be available to us in the future may be significantly more expensive than our existing coverage.Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss.Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. Our insurance policies also containdeductibles, limitations and exclusions which can result in significant increased overall costs to us.Because we obtain some of our insurance through protection and indemnity associations, we may also be subject to calls, or premiums, in amounts basednot only on our own claim records, but also on the claim records of all other members of the protection and indemnity associations.We may be subject to calls, or premiums, in amounts based not only on our claim records but also on the claim records of all other members ofthe protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-related liability. Our paymentof these calls could result in significant expenses to us, which could have a material adverse effect on our business, results of operations and financialcondition.Maritime claimants could arrest our vessels, which could interrupt our cash flow.Crew members, suppliers of goods and services to a vessel, shippers of cargo, and other parties may be entitled to a maritime lien against a vesselfor unsatisfied debts, claims or damages against such vessel. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel throughforeclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of funds to havethe arrest lifted. We are not currently aware of the existence of any such maritime lien on our vessels.In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which issubject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert“sister ship” liability against one vessel in our fleet for claims relating to another ship in the fleet. 22 Table of ContentsThe risks and costs associated with vessels increase as the vessels age.The costs to operate and maintain a vessel in operation increase with the age of the vessel. The average age of the vessels in our fleet is 7.4 years,and most dry bulk vessels have an expected life of approximately 25 years. In some instances, charterers prefer newer vessels that are more fuel efficient thanolder vessels. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers as well. Governmental regulations,safety or other equipment standards related to the age of the vessels may require expenditures for alterations or the addition of new equipment to our vesselsand may restrict the type of activities in which these vessels may engage. We cannot assure you that, as our vessels age, market conditions will justify thoseexpenditures or enable us to operate our vessels profitably during the remainder of their useful lives. If we sell vessels, we may have to sell them at a loss, andif charterers no longer charter-out vessels due to their age, our earnings could be materially adversely affected.Technological innovation could reduce our charter hire income and the value of our vessels.The charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency,operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes theability to enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its originaldesign and construction, its maintenance and the impact of the stress of operations. If new vessels are built that are more efficient or more flexible or havelonger physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charter hirepayments we receive for our vessels and the resale value of our vessels could significantly decrease. As a result, our results of operations and financialcondition could be adversely affected.We may be required to make significant investments in ballast water management which may have a material adverse effect on our future performance,results of operations, and financial position.The International Convention for the Control and Management of Vessels’ Ballast Water and Sediments, or the BWM Convention, aims toprevent the spread of harmful aquatic organisms from one region to another, by establishing standards and procedures for the management and control ofships’ ballast water and sediments. The BWM Convention calls for a phased introduction of mandatory ballast water exchange requirements to be replaced intime with mandatory concentration limits. Investments in ballast water treatment may have a material adverse effect on our future performance, results ofoperations, cash flows and financial position.If we fail to manage our planned growth properly, we may not be able to expand our fleet successfully, which may adversely affect our overall financialposition.We have grown our fleet and business significantly. We intend to continue to expand our fleet in the future. Our growth will depend on: • locating and acquiring suitable vessels; • identifying reputable shipyards with available capacity and contracting with them for the construction of new vessels; • integrating any acquired vessels successfully with our existing operations; • enhancing our customer base; • managing our expansion; and • obtaining required financing, which could include debt, equity or combinations thereof. 23 Table of ContentsAdditionally, the marine transportation and logistics industries are capital intensive, traditionally using substantial amounts of indebtedness tofinance vessel acquisitions, capital expenditures and working capital needs. If we finance the purchase of our vessels through the issuance of debt securities,it could result in: • default and foreclosure on our assets if our operating cash flow after a business combination or asset acquisition were insufficient to payour debt obligations; • acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debtsecurity contained covenants that required the maintenance of certain financial ratios or reserves and any such covenant was breachedwithout a waiver or renegotiation of that covenant; • our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and • our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtainadditional financing while such security was outstanding.In addition, our business plan and strategy is predicated on buying vessels at what we believe is near the low end of the cycle in what hastypically been a cyclical industry. However, there is no assurance that shipping rates and vessels asset values will not sink lower, or that there will be anupswing in shipping costs or vessel asset values in the near-term or at all, in which case our business plan and strategy may not succeed in the near-term or atall. Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty experienced in obtainingadditional qualified personnel and managing relationships with customers and suppliers and integrating newly acquired operations into existinginfrastructures. We may not be successful in growing and may incur significant expenses and losses.If we purchase any newbuilding vessels, delays, cancellations or non-completion of deliveries of newbuilding vessels could harm our operating results.If we purchase any newbuilding vessels, the shipbuilder could fail to deliver the newbuilding vessel as agreed or their counterparty could cancelthe purchase contract if the shipbuilder fails to meet its obligations. In addition, under charters we may enter into that are related to a newbuilding, if ourdelivery of the newbuilding to our customer is delayed, we may be required to pay liquidated damages during such delay. For prolonged delays, the customermay terminate the charter and, in addition to the resulting loss of revenues, we may be responsible for additional, substantial liquidated damages. We do notderive any revenue from a vessel until after its delivery and are required to pay substantial sums as progress payments during construction of a newbuilding.While we expect to have refund guarantees from financial institutions with respect to such progress payments in the event the vessel is not delivered by theshipyard or is otherwise not accepted by us, there is the potential that we may not be able to collect all portions of such refund guarantees, in which case wewould lose the amounts we have advanced to the shipyards for such progress payments.The completion and delivery of newbuildings could be delayed, cancelled or otherwise not completed because of: • quality or engineering problems; • changes in governmental regulations or maritime self-regulatory organization standards; • work stoppages or other labor disturbances at the shipyard; • bankruptcy or other financial crisis of the shipbuilder; • a backlog of orders at the shipyard; • political or economic disturbances; • weather interference or catastrophic event, such as a major earthquake or fire; • requests for changes to the original vessel specifications; 24 Table of Contents • shortages of or delays in the receipt of necessary construction materials, such as steel; • inability to finance the construction or conversion of the vessels; or • inability to obtain requisite permits or approvals.If delivery of a vessel is materially delayed, it could materially adversely affect our results of operations and financial condition and our abilityto make cash distributions.Although we have long-standing relationships with certain Japanese shipowners that provide us access to competitive contracts, we cannot assure you thatwe will always be able to maintain such relationships or that such contracts will continue to be available in the future.We have long-standing relationships with certain Japanese shipowners that give us access to time charters at favorable rates and that, in somecases, include options to purchase the vessels at favorable prices relative to the current market. We cannot assure you that we will have such relationshipsindefinitely. In addition, there is no assurance that Japanese shipowners will generally make contracts available on the same or substantially similar terms inthe future.The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.We expect that our vessels will call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband onvessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of ourvessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverseeffect on our business, results of operations, cash flows, financial condition and ability to pay dividends.Our vessels may be subject to unbudgeted periods of off-hire, which could materially adversely affect our business, financial condition and results ofoperations.Under the terms of the charter agreements under which our vessels operate, or are expected to operate in the case of a newbuilding, when a vesselis “off-hire,” or not available for service or otherwise deficient in its condition or performance, the charterer generally is not required to pay the hire rate, andwe will be responsible for all costs (including the cost of bunker fuel) unless the charterer is responsible for the circumstances giving rise to the lack ofavailability. A vessel generally will be deemed to be off-hire if there is an occurrence preventing the full working of the vessel due to, among other things: • operational deficiencies; • the removal of a vessel from the water for repairs, maintenance or inspection, which is referred to as drydocking; • equipment breakdowns; • delays due to accidents or deviations from course; • occurrence of hostilities in the vessel’s flag state or in the event of piracy; • crewing strikes, labor boycotts, certain vessel detentions or similar problems; or • our failure to maintain the vessel in compliance with its specifications, contractual standards and applicable country of registry andinternational regulations or to provide the required crew.Under some of our charters, the charterer is permitted to terminate the time charter if the vessel is off-hire for an extended period, which isgenerally defined as a period of 90 or more consecutive off-hire days. Under some circumstances, an event of force majeure may also permit the charterer toterminate the time charter or suspend payment of charter hire. 25 Table of ContentsAs we do not maintain off-hire insurance except in cases of loss of hire up to a limited number of days due to war or piracy events any extendedoff-hire period could have a material adverse effect on our results of operations, cash flows and financial condition.Our international activities increase the compliance risks associated with economic and trade sanctions imposed by the United States, the European Unionand other jurisdictions.Our international operations and activities could expose us to risks associated with trade and economic sanctions prohibitions or otherrestrictions imposed by the United States or other governments or organizations, including the United Nations, the European Union and its member states.Under economic and trade sanctions laws, governments may seek to impose prohibitions or restrictions on business practices and activities, andmodifications to compliance programs, which may increase compliance costs, and, in the event of a violation, may subject us to fines, and other penalties.IranDuring the last few years, the scope of sanctions imposed against the government of Iran and persons engaging in certain activities or doingcertain business with and relating to Iran was expanded by a number of jurisdictions, including the United States, the European Union and Canada. In 2010,the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act (“CISADA”), which expanded the scope of the former Iran SanctionsAct. The scope of U.S. sanctions against Iran were expanded subsequent to CISADA by, among other U.S. laws, the National Defense Authorization Act of2012 (the “2012 NDAA”), the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”), Executive Order 13662, and the Iran Freedom andCounter-Proliferation Act of 2012 (“IFCA”). The foregoing laws, among other things, expanded the application of economic sanctions to non-U.S.companies, such as our company, and introduced limits on the ability of companies and persons to do business or trade with Iran when such activities relateto specific activities such as investment in Iran, the supply or export of refined petroleum or refined petroleum products to Iran, the supply and delivery ofgoods to Iran which could enhance Iran’s petroleum or energy sectors, and the transportation of crude oil from Iran to countries which do not enjoy Iran crudeoil sanctions waivers (tankers owned by an affiliate of ours called in Iran but did not engage in the sanctionable activities specifically identified by theselaws.)U.S. economic sanctions on Iran fall into two general categories: “Primary” sanctions, which prohibit U.S. persons (including citizens, andpermanent residents, and companies and persons located in the United States) from engaging in all direct and indirect trade and other transactions with Iranwithout U.S. government authorization, and “secondary” sanctions, which are targeted at non-U.S. persons for certain transactions with respect to Iran. Whilemost of the nuclear-related sanctions with respect to Iran were lifted on January 16, 2016 through the implementation of the Joint Comprehensive Plan ofAction (“JCPOA”) entered into between the permanent members of the United Nations Security Council (China, France, Russia, the United Kingdom and theUnited States), the European Union, Germany, and Iran, there are still certain limitations in place with which we need to comply. The primary sanctions withwhich U.S. persons or transactions with a U.S. nexus must comply are still in force and have not been lifted, except in a very limited fashion. In addition, avery limited set of U.S. secondary sanctions remains in place.After the lifting of most of the nuclear-related sanctions on January 16, 2016, EU sanctions remain in place in relation to the export of arms andmilitary goods listed in the EU Common Military List, missiles-related goods and items that might be used for internal repression. The main nuclear-relatedsanctions which remain in place include restrictions on: i.Graphite and certain raw or semi-finished metals such as corrosion-resistant high-grade steel, iron, aluminium and alloys, titanium and alloys andnickel and alloys (listed in Annex VIIB to EU Regulation 267/2012 as updated by EU Regulation 2015/1861 (“the EU Regulation”)); ii.Goods and technologies listed in the Nuclear Suppliers Group list (listed in Annex I to the EU Regulation); 26 Table of Contents iii.Goods and technologies that could contribute to reprocessing or enrichment related or heavy water related or other activities inconsistent withthe JCPOA (as listed in Annex II to the EU Regulation); and iv.Software designed for use in nuclear/military industries (as listed in Annex VIIA to the EU Regulation).Dealing with the above is no longer prohibited, but prior authorization must be obtained first and is granted on a case-by-case basis. Theremaining restrictions apply to the sale, supply, transfer or export, directly or indirectly to any Iranian person/for use in Iran, as well as the provision oftechnical assistance, financing or financial assistance in relation to the restricted activity. Certain individuals and entities remain sanctioned and theprohibition to make available, directly or indirectly, economic resources or assets to or for the benefit of sanctioned parties remains. “Economic resources” iswidely defined and it remains prohibited to provide vessels for a fixture from which a sanctioned party (or parties related to a sanctioned party) directly orindirectly benefits. It is therefore still necessary to carry out due diligence on the parties and cargoes involved for fixtures involving Iran.Russia/UkraineAs a result of the crisis in Ukraine and the annexation of Crimea by Russia in 2014, both the U.S. and EU have implemented sanctions againstcertain persons and entities. In addition, various restrictions on trade have been implemented which, amongst others, include a prohibition on the import intothe EU of goods originating in Crimea or Sevastopol as well as restrictions on trade in certain dual-use and military items and restrictions in relation tovarious items of technology associated with the oil industry for use in deep water exploration and production, Arctic oil exploration and production, or shaleoil projects in Russia.The U.S. has imposed sanctions against certain designated Russian entities and individuals (“U.S. Russian Sanctions Targets”). These sanctionsblock the property and all interests in property of the U.S. Russian Sanctions Targets. This effectively prohibits U.S. persons from engaging in any economicor commercial transactions with the U.S. Russian Sanctions Targets unless they are authorized by the U.S. Treasury Department. While the prohibitions ofthese sanctions are not directly applicable to us, we have compliance measures in place to guard against transactions with U.S. Russian Sanctions Targets,which may involve the United States or U.S. persons and thus subject us to sanctions or prohibitions. The EU has imposed sanctions against certain Russianentities and individuals (“EU Russian Sanctions Targets”). These sanctions effectively prohibit EU persons from engaging in any economic or commercialtransactions with the EU Russian Sanctions Targets unless the same are authorized by the competent EU export control authority.Other U.S. Economic Sanctions TargetsIn addition to Iran and certain Russian entities and individuals, as indicated above, the United States maintains economic sanctions againstSyria, Sudan, Cuba, North Korea, and sanctions against entities and individuals (such as entities and individuals in the foregoing targeted countries,designated terrorists, narcotics traffickers)whose names appear on the List of SDNs and Blocked Persons maintained by the U.S. Treasury Department(collectively, “Sanctions Targets”). We are subject to the prohibitions of these sanctions to the extent that any transaction or activity we engage in involvesSanctions Targets and a U.S. person or otherwise has a nexus to the United States.Other EU Economic Sanction TargetsIn addition to Iran and certain Russian entities and individuals, as indicated above, the EU maintains economic sanctions against, inter alia,Syria, Sudan, limited sanctions against North Korea, and sanctions against entities and individuals (such as entities and individuals in the foregoing targetedcountries, designated terrorists, narcotics traffickers) whose names appear on the consolidated lists of persons, groups and entities subject to EU financialsanctions maintained by the EU External. We are subject to the prohibitions of these sanctions. 27 Table of ContentsComplianceAlthough we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain suchcompliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear, may be subject tochanging interpretations, or may change. Moreover, despite, for example, relevant provisions in charter parties forbidding the use of our vessels in trade thatwould violate economic sanctions, our charterers may nevertheless violate applicable sanctions and embargo laws and regulations as a result of actions thatdo not involve us or our vessels, and those violations could in turn negatively affect our reputation and potentially be inputed to us. In addition, given ourrelationship with Navios Acquisition, Navios Partners and Navios Maritime Midstream Partners L.P. (“Navios Midstream”), we cannot give any assurance thatan adverse finding against Navios Acquisition or Navios Partners or Navios Midstream by a governmental or legal authority or others with respect to thematters discussed herein or any future matter related to regulatory compliance by Navios Acquisition, Navios Partners or Navios Midstream will not have amaterial adverse impact on our business, reputation, or the market price or trading of our common stock.We are constantly monitoring developments in the United States, the European Union and other jurisdictions that maintain economic sanctionsagainst Iran, other countries, and other sanctions targets, including developments in implementation and enforcement of such sanctions programs. Expansionof sanctions programs, embargoes and other restrictions in the future (including additional designations of countries and persons subject to sanctions), ormodifications in how existing sanctions are interpreted or enforced, could prevent our vessels from calling in ports in sanctioned countries or could limittheir cargoes that may result in breach of their charter contracts. If any of the risks described above materialize, it could have a material adverse impact on ourbusiness and the results of operations.To reduce the risk of violating economic sanctions, we have a policy of compliance with applicable economic sanctions laws and haveimplemented and continue to implement and follow compliance procedures to avoid economic sanctions violations.We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and anti-corruption laws in other applicablejurisdictions.As an international shipping company, we may operate in countries known to have a reputation for corruption. The U.S. Foreign CorruptPractices Act of 1977 (the “FCPA”) and other anti-corruption laws and regulations in applicable jurisdictions generally prohibit companies registered withthe SEC and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Under the FCPA,U.S. companies may be held liable for some actions taken by strategic or local partners or representatives. Legislation in other countries includes the U.K.Bribery Act, legislated in 2010, which is broader in scope than the FCPA because it does not contain an exception for facilitating payments. We and ourcustomers may be subject to these and similar anti-corruption laws in other applicable jurisdictions. Failure to comply with legal requirements could exposeus to civil and/or criminal penalties, including fines, prosecution and significant reputational damage, all of which could materially and adversely affect ourbusiness and results of operations, including our relationships with our customers, and our financial results. Compliance with the FCPA, the U.K. Bribery Actand other applicable anti-corruption laws and related regulations and policies imposes potentially significant costs and operational burdens on us. Moreover,the compliance and monitoring mechanisms that we have in place including our Code of Ethics and our anti-bribery and anti-corruption policy, may notadequately prevent or detect all possible violations under applicable anti-bribery and anti-corruption legislation. However, we believe that the procedures wehave in place to prevent bribery are adequate and that they should provide a defense in certain circumstances to a violation or a mitigation of applicablepenalties, at least under the U.K. Bribery Act. 28 Table of ContentsOur Chairman and Chief Executive Officer holds approximately 28.5% of our common stock and will be able to exert considerable influence over ouractions; her failure to own a significant amount of our common stock or to be our Chief Executive Officer would constitute a default under our securedcredit facilities.Ms. Angeliki Frangou owns approximately 28.5% of the outstanding shares of our common stock, and has filed a Schedule 13D indicating thatshe intends, subject to market conditions, to purchase in total $20.0 million of our common stock (as of May 15, 2015, she had purchased approximately$10.0 million of the total $20.0 million in value of our common stock). As the Chairman, Chief Executive Officer and a significant stockholder, she has thepower to exert considerable influence over our actions and the outcome of matters on which our stockholders are entitled to vote including the election ofdirectors and other significant corporate actions. The interests of Ms. Frangou may be different from your interests. Furthermore, if Ms. Frangou ceases to holda minimum of 20% of our common stock, does not remain actively involved in the business, or ceases to be our Chief Executive Officer, then we will be indefault under our secured credit facilities.The loss of key members of our senior management team could disrupt the management of our business.We believe that our success depends on the continued contributions of the members of our senior management team, including Ms. AngelikiFrangou, our Chairman, Chief Executive Officer and principal stockholder. The loss of the services of Ms. Frangou or one of our other executive officers orsenior management members could impair our ability to identify and secure new charter contracts, to maintain good customer relations and to otherwisemanage our business, which could have a material adverse effect on our financial performance and our ability to compete.We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business or may have to pay substantially increasedcosts for our employees and crew.Our success will depend in part on our ability to attract, hire, train and retain highly skilled and qualified personnel. In crewing our vessels, werequire technically skilled employees with specialized training who can perform physically demanding work. Competition to attract, hire, train and retainqualified crew members is intense. In addition, recently, the limited supply of, and increased demand for, well-qualified crew members, due to the increase inthe size of global shipping fleet, has created upward pressure on crewing costs, which we generally bear under our period, time and spot charters. If we are notable to increase our hire rates to compensate for any crew cost increases, our business, financial condition and results of operations may be adversely affected.Any inability we experience in the future to attract, hire, train and retain a sufficient number of qualified employees could impair our ability to manage,maintain and grow our business.Certain of our directors, officers, and principal stockholders are affiliated with entities engaged in business activities similar to those conducted by uswhich may compete directly with us, causing such persons to have conflicts of interest.Some of our directors, officers and principal stockholders have affiliations with entities that have similar business activities to those conductedby us. Certain of our directors are also directors of other shipping companies and they may enter similar businesses in the future. These other affiliations andbusiness activities may give rise to certain conflicts of interest in the course of such individuals’ affiliation with us. Although we do not prevent our directors,officers and principal stockholders from having such affiliations, we use our best efforts to cause such individuals to comply with all applicable laws andregulations in addressing such conflicts of interest. Our officers and employee directors devote their full time and attention to our ongoing operations, andour non-employee directors devote such time as is necessary and required to satisfy their duties as directors of a public company. 29 Table of ContentsBecause we generate substantially all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuationscould cause us to suffer exchange rate losses, thereby increasing expenses and reducing income.We engage in worldwide commerce with a variety of entities. Although our operations may expose us to certain levels of foreign currency risk,our transactions are predominantly U.S. dollar-denominated at the present. Additionally, our South American subsidiaries transact a nominal amount of theiroperations in Uruguayan pesos, Paraguayan Guaranies, Argentinean pesos and Brazilian Reales, whereas our wholly-owned vessel subsidiaries and the vesselmanagement subsidiaries transact a nominal amount of their operations in Euros; however, all of the subsidiaries’ primary cash flows are U.S. dollar-denominated. In 2015, approximately 36.7% of our expenses were incurred in currencies other than U.S. dollars. Transactions in currencies other than thefunctional currency are translated at the exchange rate in effect at the date of each transaction. Expenses incurred in foreign currencies against which the U.S.dollar falls in value can increase, thereby decreasing our income. A change in exchange rates between the U.S. dollar and each of the foreign currencies listedabove of 1.00% would change our net loss for the year ended December 31, 2015 by $1.5 million.For example, as of December 31, 2015, the value of the U.S. dollar as compared to the Euro increased by approximately 11.3% compared withthe respective value as of December 31, 2014. A greater percentage of our transactions and expenses in the future may be denominated in currencies otherthan U.S. dollar. As part of our overall risk management policy, we attempt to hedge these risks in exchange rate fluctuations from time to time. We may notalways be successful in such hedging activities and, as a result, our operating results could suffer as a result of non-hedged losses incurred as a result ofexchange rate fluctuations.We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law.Our corporate affairs are governed by our amended and restated articles of incorporation and by-laws and by the Marshall Islands BusinessCorporations Act (“BCA”). The provisions of the BCA are intended to resemble provisions of the corporation laws of a number of states in the United States.However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities ofdirectors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors understatutes or judicial precedent in existence in certain U.S. jurisdictions. Stockholder rights may differ as well. The BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions. Accordingly, you may have moredifficulty protecting your interests in the face of actions by management, directors or controlling stockholders than you would in the case of a corporationincorporated in the State of Delaware or other U.S. jurisdictions.We, and certain of our officers and directors, may be difficult to serve with process as we are incorporated in the Republic of the Marshall Islands and suchpersons may reside outside of the United States.We are a corporation organized under the laws of the Republic of the Marshall Islands, and all of our assets are located outside of the UnitedStates. In addition, several of our directors and officers are residents of Greece or other non-U.S. jurisdictions. Substantial portions of the assets of thesepersons are located in Greece or other non-U.S. jurisdictions. Thus, it may not be possible for investors to affect service of process upon us, or our non-U.S.directors or officers, or to enforce any judgment obtained against these persons in U.S. courts. Also, it may not be possible to enforce U.S. securities laws orjudgments obtained in U.S. courts against these persons in a non-U.S. jurisdiction. 30 Table of ContentsBeing a foreign private issuer exempts us from certain SEC and NYSE requirements.We are a foreign private issuer within the meaning of rules promulgated under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). As such, we are exempt from certain provisions applicable to United States public companies including: • the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; • the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered underthe Exchange Act; • the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and • the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishinginsider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of theissuer’s equity securities within less than six months). • the obligation to obtain shareholder approval in connection with the approval of, and material revisions to, equity compensation plans.Because of these exemptions, investors are not afforded the same protections or information generally available to investors holding shares inpublic companies organized in the United States.Risks Relating to Our Common StockOur stock price may be volatile, and investors in our common stock could lose all or part of their investment.The following factors could cause the price of our common stock in the public market to fluctuate significantly: • variations in our quarterly operating results; • changes in market valuations of companies in our industry; • fluctuations in stock market prices and volumes; • issuance of common stock or other securities in the future; • the addition or departure of key personnel; • announcements by us or our competitors of new business or trade routes, acquisitions or joint ventures; and • the other factors discussed elsewhere in this Annual Report.Volatility in the market price of our common stock may prevent investors from being able to sell their common stock at or above the price aninvestor pays for our common stock in an offering. In the past, class action litigation has often been brought against companies following periods ofvolatility in the market price of those companies’ common stock. We may become involved in this type of litigation in the future. Litigation is oftenexpensive and diverts management’s attention and company resources and could have a material effect on our business, financial condition and operatingresults. 31 Table of ContentsRisks Relating to Our Series G and Series H and the Depositary SharesOur Series G and Series H are subordinated to our debt obligations, and a holder’s interests could be diluted by the issuance of additional shares,including additional Series G, Series H and by other transactions.Our Series G, with a liquidation preference of $2,500.00 per share and our Series H, with a liquidation preference of $2,500.00 per share (theSeries G and the Series H together referred to as the “Series G and H”), both represented by American Depositary Shares (the “Depositary Shares”), aresubordinated to all of our existing and future indebtedness. As of December 31, 2015, our total debt was $1,608.5 million. We may incur substantialadditional debt from time to time in the future, and the terms of the Series G and H do not limit the amount of indebtedness we may incur. In December 2015and February 2016, we announced the suspension of payment of quarterly dividends on our common stock and on the Series G and Series H, respectively.Thepayment of principal and interest on our debt reduces cash available for distribution to us and on our shares, including the Series G and H and the DepositaryShares, should such dividends be reinstated.The issuance of additional preferred stock on a parity with or senior to our Series G and H would dilute the interests of the holders of our Series Gand H, and any issuance of any preferred stock senior to or on parity with our Series G and H or additional indebtedness could affect our ability to paydividends on, redeem or pay the liquidation preference on our Series G and H. No provisions relating to our Series G and H protect the holders of our Series Gand H in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all our assets orbusiness, which might adversely affect the holders of our Series G and H.Our Series G and H will rank pari passu with any other class or series of our capital stock established after the original issue date of the Series Gand H that is not expressly subordinated or senior to the Series G and H (“Parity Securities”) as to the payment of dividends and amounts payable uponliquidation or reorganization. If less than all dividends payable with respect to the Series G and H and any Parity Securities are paid, any partial paymentshall be made pro rata with respect to shares of Series G and H and any Parity Securities entitled to a dividend payment at such time in proportion to theaggregate amounts remaining due in respect of such shares at such time.We may not have sufficient cash from our operations to enable us to pay dividends on or to redeem our Series G and H, and accordingly the DepositaryShares, as the case may be, following the payment of expenses and the establishment of any reserves.In February 2016, we announced the suspension of payment of quarterly dividends on the Series G and Series H. We will reinstate and payquarterly dividends on the Series G and H, and accordingly the Depositary Shares, only from funds legally available for such purpose when, as and if declaredby our board of directors. We may not have sufficient cash available to reinstate such dividend or to pay dividends each quarter if and when reinstated. Inaddition, we may have insufficient cash available to redeem the Series G and H, and accordingly the Depositary Shares. The amount of cash we can use to paydividends or redeem our Series G and H and the Depositary Shares depends upon the amount of cash we generate from our operations, which may fluctuatesignificantly, and other factors, including the following: • changes in our operating cash flow, capital expenditure requirements, working capital requirements and other cash needs; • the amount of any cash reserves established by our board of directors; • restrictions under our credit facilities and other instruments and agreements governing our existing and future debt, including restrictionsunder our existing credit facilities and indentures governing our debt securities on our ability to pay dividends if an event of default hasoccurred and is continuing, or if the payment of the dividend would result in an event of default, and on our ability to redeem equitysecurities; • restrictions under Marshall Islands law as described below; and 32 Table of Contents • our overall financial and operating performance, which, in turn, is subject to prevailing economic and competitive conditions and to therisks associated with the shipping industry, our dry bulk operations and the other factors described herein, many of which are beyond ourcontrol.The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected bynoncash items, and our board of directors in its discretion may elect not to declare any dividends. We may incur other expenses or liabilities that couldreduce or eliminate the cash available for distribution as dividends. As a result of these and the other factors mentioned above, we may pay dividends duringperiods when we record losses and may not pay dividends during periods when we record net income.Our ability to pay dividends on and to redeem our Series G and H, and therefore holders’ ability to receive payments on the Depositary Shares, is limited bythe requirements of Marshall Islands law.If we reinstate the payment of dividends, Marshall Islands law provides that we may pay dividends on and redeem the Series G and H only to theextent that assets are legally available for such purposes. Legally available assets generally are limited to our surplus, which essentially represents ourretained earnings and the excess of consideration received by us for the sale of shares above the par value of the shares. In addition, under Marshall Islandslaw we may not pay dividends on or redeem Series G and H if we are insolvent or would be rendered insolvent by the payment of such a dividend or themaking of such redemption.The Series G and H represent perpetual equity interests.The Series G and H represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for payment of a principalamount at a particular date. As a result, holders of the Series G and H (and accordingly the Depositary Shares) may be required to bear the financial risks of aninvestment in the Series G and H (and accordingly the Depositary Shares) for an indefinite period of time. In addition, the Series G and H will rank junior toall our indebtedness and other liabilities, and any other senior securities we may issue in the future with respect to assets available to satisfy claims against us.Holders of Depositary Shares have extremely limited voting rights, will have even more limited rights than holders of the Series G and H and mayencounter difficulties in exercising some of such rights.Voting rights of holders of Depositary Shares will be extremely limited. Our common stock is the only class of stock carrying full voting rights.Holders of the Series G and H, and accordingly holders of the Depositary Shares, generally have no voting rights. In February 2016, we announced thesuspension of payment of quarterly dividends on the Series G and Series H. As such, (i) we will use commercially reasonable efforts to obtain an amendmentto our articles of incorporation to effectuate any and all such changes thereto as may be necessary to permit either the Series G Preferred Shareholders or theSeries H Preferred Shareholders, as the case may be, to exercise the voting rights described in the following clause (ii)(x), and (ii) if and when dividendspayable on either the Series G or the Series H, as the case may be, are in arrears for six or more quarterly periods, whether or not consecutive (and whether ornot such dividends shall have been declared and whether or not there are profits, surplus, or other funds legally available for the payment of dividends), then(x) if our articles of incorporation have been amended as described in the preceding clause (i), the holders of Series G or the holders of Series G, as the casemay be, will have the right (voting together as a class with all other classes or series of parity securities upon which like voting rights have been conferredand are exercisable), to elect one additional director to serve on our board of directors, and the size of our board of directors will be increased as needed toaccommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director by holders of securitieson parity with either the Series G or Series H, as the case may be, upon which like voting rights have been conferred and with which the Series G and H votedas a class for the election of such director), and (y) if our articles of incorporation have not been amended as described in the preceding clause (i), then, untilsuch amendment is fully approved and effective, the dividend rate on the 33 Table of ContentsSeries G or the Series H, as the case may be, shall increase by 25 basis points. There can be no assurance that any such amendment to our articles ofincorporation will be approved by our common stockholders. Any such amendment to our articles of incorporation, if obtained, shall also provide that theright of such holders of Series G or Series H, as the case may be, to elect members of our board of directors will continue until such time as all accumulatedand unpaid dividends on the Series G or Series H, as the case may be, have been paid in full or sufficient funds for such payment have been declared and setapart for such purpose.Furthermore, holders of the Depositary Shares may encounter difficulties in exercising any voting rights acquired by the Series G or the Series Hfor as long as they hold the Depositary Shares rather than the Series G or the Series H. For example, holders of the Depositary Shares will not be entitled tovote at meetings of holders of Series G or of the Series H, and they will only be able to exercise their limited voting rights by giving timely instructions toThe Bank of New York Mellon (the “Depositary”) in advance of any meeting of holders of Series G or the Series H, as the case may be. The Depositary will bethe holder of the Series G or the Series H underlying the Depositary Shares and holders may exercise voting rights with respect to the Series G or the Series Hrepresented by the Depositary Shares only in accordance with the deposit agreement (the “Deposit Agreement”) relating to the Depositary Shares. To thelimited extent permitted by the Deposit Agreement, the holders of the Depositary Shares should be able to direct the Depositary to vote the underlying SeriesG or the Series H, as the case may be, in accordance with their individual instructions. Nevertheless, holders of Depositary Shares may not receive votingmaterials in time to instruct the Depositary to vote the Series G or the Series H, as the case may be, underlying their Depositary Shares. Also, the Depositaryand its agents are not responsible for failing to carry out voting instructions of the holders of Depositary Shares or for the manner of carrying out suchinstructions. Accordingly, holders of Depositary Shares may not be able to exercise voting rights, and they will have little, if any, recourse if the underlyingSeries G or the Series H, as the case may be, is not voted as requested.The Depositary Shares and the Series G and Series H are relatively new issues of securities with no established trading markets. Various factors mayadversely affect the price of the Depositary Shares.The Depositary Shares and the Series G and Series H are relatively new issues of securities with no established trading markets. Even though theDepositary Shares are listed on the NYSE, there may be little or no secondary market for the Depositary Shares, in which case the trading price of theDepositary Shares could be adversely affected and a holder’s ability to transfer its securities will be limited. If an active trading market does develop on theNYSE, the Depositary Shares may trade at prices lower than the offering price and the secondary market may not provide sufficient liquidity. In addition,since the Series G and Series H do not have a stated maturity date, investors seeking liquidity in the Depositary Shares will be limited to selling theirDepositary Shares in the secondary market absent redemption by us. We do not expect that there will be any other trading market for the Series G and Series Hexcept as represented by the Depositary Shares.One of the factors that will influence the price of the Depositary Shares will be the dividend yield on the Depositary Shares (as a percentage ofthe price of the Depositary Shares) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historicalrates, may lead prospective purchasers of the Depositary Shares to expect a higher dividend yield, and higher interest rates would likely increase ourborrowing costs and potentially decrease funds available for distribution. Accordingly, higher market interest rates could cause the market price of theDepositary Shares to decrease.Other factors, some of which are beyond our control, will also influence the market prices of the Depositary Shares. Factors that might influencethe market prices of the Depositary Shares include: • whether we are able to reinstate dividends on the Series G and Series H; • the market for similar securities; • our issuance of debt or preferred equity securities; • our creditworthiness; 34 Table of Contents • our financial condition, results of operations and prospects; and • economic, financial, geopolitical, regulatory or judicial events that affect us or the financial markets generally.Accordingly, the Depositary Shares that an investor purchases may trade at a discount to their purchase price.The Series G and H represented by the Depositary Shares have not been rated, and ratings of any other of our securities may affect the trading price of theDepositary Shares.We have not sought to obtain a rating for the Series G and H, and both stocks may never be rated. It is possible, however, that one or more ratingagencies might independently determine to assign a rating to either the Series G or the Series H or that we may elect to obtain a rating of either our Series G orthe Series H in the future. In addition, we have issued securities that are rated and may elect to issue other securities for which we may seek to obtain a rating.Any ratings that are assigned to the Series G or the Series H in the future, that have been issued on our outstanding securities or that may be issued on ourother securities, if they are lower than market expectations or are subsequently lowered or withdrawn, could imply a lower relative value for the Series G orthe Series H and could adversely affect the market for or the market value of the Depositary Shares of the Series G and H Preferred Shares repectively. Ratingsonly reflect the views of the issuing rating agency or agencies and such ratings could at any time be revised downward or withdrawn entirely at the discretionof the issuing rating agency. A rating is not a recommendation to purchase, sell or hold any particular security, including the Series G and H and theDepositary Shares. Ratings do not reflect market prices or suitability of a security for a particular investor and any future rating of the Series G and H and theDepositary Shares may not reflect all risks related to us and our business, or the structure or market value of the Series G and H and the Depositary Shares.The amount of the liquidation preference of our Series G and H is fixed and holders will have no right to receive any greater payment regardless of thecircumstances.The payment due upon liquidation for both our Series G and H is fixed at the liquidation preference of $2,500.00 per share (equivalent to $25.00per Depositary Share) plus accumulated and unpaid dividends to the date of liquidation (whether or not declared). If in the case of our liquidation, there areremaining assets to be distributed after payment of this amount, holders will have no right to receive or to participate in these amounts. Furthermore, if themarket price for the Series G or the Series H, as the case may be, is greater than the liquidation preference, holders will have no right to receive the marketprice from us upon our liquidation.The Series G and H are only redeemable at our option and investors should not expect us to redeem either the Series G or the Series H on the dates theyrespectively become redeemable or on any particular date afterwards.We may redeem, at our option, all or from time to time part of the Series G or the Series H on or after January 28, 2019 and July 8, 2019respectively. If we redeem the Series G, holders of the Series G will be entitled to receive a redemption price equal to $2,500.00 per share (equivalent to$25.00 per Depositary Share) plus accumulated and unpaid dividends to the date of redemption (whether or not declared). If we redeem the Series H, holdersof the Series H will be entitled to receive a redemption price equal to $2,500.00 per share (equivalent to $25.00 per Depositary Share) plus accumulated andunpaid dividends to the date of redemption (whether or not declared). Any decision we may make at any time to propose redemption of either the Series G orthe Series H will depend upon, among other things, our evaluation of our capital position, the composition of our shareholders’ equity and general marketconditions at that time. In addition, investors might not be able to reinvest the money they receive upon redemption of the Series G or the Series H, as thecase may be, in a similar security or at similar rates. We may elect to exercise our partial redemption right on multiple occasions. 35 Table of ContentsHolders of Depositary Shares may be subject to additional risks related to holding Depositary Shares rather than shares.Because holders of Depositary Shares do not hold their shares directly, they are subject to the following additional risks, among others: • a holder of Depositary Shares will not be treated as one of our direct shareholders and may not be able to exercise shareholder rights; • distributions on the Series G and H represented by the Depositary Shares will be paid to the Depositary, and before the Depositary makesa distribution to holder on behalf of the Depositary Shares, withholding taxes or other governmental charges, if any, that must be paidwill be deducted; • we and the Depositary may amend or terminate the Deposit Agreement without the consent of holders of the Depositary Shares in amanner that could prejudice holders of Depositary Shares or that could affect their ability to transfer Depositary Shares, among others;and • the Depositary may take other actions inconsistent with the best interests of holders of Depositary Shares.Risks Relating to Our DebtWe have substantial debt and may incur substantial additional debt, including secured debt, which could adversely affect our financial health and ourability to obtain financing in the future, react to changes in our business and make payments under the notes.As of December 31, 2015, we had $1,608.5 million in aggregate principal amount of debt outstanding of which $725.0 million was unsecured.Our substantial debt could have important consequences to holders of our common stock. Because of our substantial debt: • our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, vessel or otheracquisitions or general corporate purposes and our ability to satisfy our obligations with respect to our debt may be impaired in thefuture; • a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness,thereby reducing the funds available to us for other purposes; • we will be exposed to the risk of increased interest rates because our borrowings under our senior secured credit facilities will be atvariable rates of interest; • it may be more difficult for us to satisfy our obligations to our lenders, resulting in possible defaults on and acceleration of suchindebtedness; • we may be more vulnerable to general adverse economic and industry conditions; • we may be at a competitive disadvantage compared to our competitors with less debt or comparable debt at more favorable interest ratesand, as a result, we may not be better positioned to withstand economic downturns; • our ability to refinance indebtedness may be limited or the associated costs may increase; and • our flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited, or we may beprevented from carrying out capital expenditures that are necessary or important to our growth strategy and efforts to improve operatingmargins or our business.We and our subsidiaries may be able to incur substantial additional indebtedness in the future as the terms of the indenture governing our8.125% Senior Notes due 2019 (the “2019 Notes”) and the indenture governing our 7.375% First Priority Ship Mortgage Notes issued on November 29, 2013(the “2022 Notes”) do 36 Table of Contentsnot fully prohibit us or our subsidiaries from doing so. The terms of the indenture governing the 7.25% Senior Notes due 2022 (the “2022 Logistics SeniorNotes”) of Navios South American Logistics (“Navios Logistics”) and the agreements governing the terms of the other indebtedness of Navios Logistics alsopermit Navios Logistics to incur substantial additional indebtedness in accordance with the terms of such agreements. If new debt is added to our current debtlevels, the related risks that we now face would increase and we may not be able to meet all of our debt obligations.The agreements and instruments governing our debt contain restrictions and limitations that could significantly impact our ability to operate our business.Our secured credit facilities and our indentures impose certain operating and financial restrictions on us. These restrictions limit our ability to: • incur or guarantee additional indebtedness; • create liens on our assets; • make new investments; • engage in mergers and acquisitions; • pay dividends or redeem capital stock; • make capital expenditures; • engage in certain FFA trading activities; • change the flag, class or commercial and technical management of our vessels; • enter into long-term charter arrangements without the consent of the lender; and • sell any of our vessels.The agreements governing the terms of Navios Logistics’ indebtedness impose similar restrictions upon Navios Logistics.Therefore, we and Navios Logistics will need to seek permission from our respective lenders in order to engage in some corporate andcommercial actions that believe would be in the best interest of our respective business, and a denial of permission may make it difficult for us or NaviosLogistics to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. The interests of our and NaviosLogistics’ lenders may be different from our respective interests or those of our holders of common stock, and we cannot guarantee that we or NaviosLogistics will be able to obtain the permission of lenders when needed. This may prevent us or Navios Logistics from taking actions that are in best interestsof us, Navios Logistics or our stockholders. Any future debt agreements may include similar or more restrictive restrictions.Our ability to generate the significant amount of cash needed to pay interest and principal and otherwise service our debt and our ability to refinance allor a portion of our indebtedness or obtain additional financing depend on multiple factors, many of which may be beyond our control.The ability of us and Navios Logistics to make scheduled payments on or to refinance our respective debt obligations will depend on ourrespective financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to the financial andbusiness factors, many of which may be beyond the control of us and Navios Logistics.The principal and interest on such debt will be paid in cash. The payments under our and Navios Logistics’ debt will limit funds otherwiseavailable for our respective working capital, capital expenditures, vessel acquisitions and other purposes. As a result of these obligations, the currentliabilities us or Navios Logistics may exceed our respective current assets. We or Navios Logistics may need to take on additional debt 37 Table of Contentsas we expand our respective fleets or other operations, which could increase our respective ratio of debt to equity. The need to service our respective debtmay limit funds available for other purposes, and our or Navios Logistics’ inability to service debt in the future could lead to acceleration of such debt, theforeclosure on assets such as owned vessels or otherwise negatively affect us.We may be unable to raise funds necessary to finance the change of control repurchase offer required by the indentures governing our outstanding notesand our secured credit facilities.The indenture governing the 2019 Notes, the indenture governing the 2022 Notes, the indentures governing the 2022 Logistics Senior Notesand our and Navios Logistics’ secured credit facilities contain certain change of control provisions. If we or Navios Logistics experience specified changes ofcontrol under our respective notes, we or Navios Logistics, as the case may be, will be required to make an offer to repurchase all of our respectiveoutstanding notes (unless otherwise redeemed) at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to therepurchase date. The occurrence of specified events that would constitute a change of control may constitute a default under our and Navios Logistics’secured credit facilities. In the event of a change of control under these debt agreements, we cannot assure you that we would have sufficient assets to satisfyall of our obligations under these debt agreements, including but not limited to, repaying all indebtedness outstanding under the applicable secured creditfacilities or repurchasing the applicable notes.If the volatility in the London InterBank Offered Rate, or LIBOR, continues, it could affect our profitability, earnings and cash flow.LIBOR has been volatile, with the spread between LIBOR and the prime lending rate widening significantly at times. These conditions are theresult of the recent disruptions in the international credit markets. Because the interest rates borne by our outstanding indebtedness fluctuate with changes inLIBOR, if this volatility were to continue, it would affect the amount of interest payable on our debt, which in turn, could have an adverse effect on ourprofitability, earnings and cash flow. See also “Item 11 Qualitative and Quantitative Disclosures about Market Risk.”Furthermore, interest in most loan agreements in our industry has been based on published LIBOR rates. Recently, however, lenders haveinsisted on provisions that entitle the lenders, in their discretion, to replace published LIBOR as the base for the interest calculation with their cost-of-fundsrate. Such provisions could significantly increase our lending costs, which would have an adverse effect on our profitability, earnings and cash flow.The market values of our vessels, which have declined from historically high levels, may fluctuate significantly, which could cause us to breach covenantsin our credit facilities and result in the foreclosure of our mortgaged vessels.Factors that influence vessel values include: • number of newbuilding deliveries; • number of vessels scrapped or otherwise removed from the total fleet; • changes in environmental and other regulations that may limit the useful life of vessels; • changes in global dry cargo commodity supply; • types and sizes of vessels; • development, viability and increase in use, of other modes of transportation; • cost of vessel acquisitions; • cost of newbuilding vessels; • governmental or other regulations; • prevailing level of charter rates; 38 Table of Contents • general economic and market conditions affecting the shipping industry; and • the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes inapplicable environmental or other regulations or standards, or otherwise.If the market values of our owned vessels decrease, we may breach covenants contained in our secured credit facilities. If we breach suchcovenants and are unable to remedy any relevant breach, our lenders could accelerate our debt and foreclose on the collateral, including our vessels. Any lossof vessels would significantly decrease our ability to generate positive cash flow from operations and, therefore, service our debt. In addition, if the bookvalue of a vessel is impaired due to unfavorable market conditions, or a vessel is sold at a price below its book value, we would incur a loss. Navios Logisticsmay be subject to similar ramifications under its credit facilities if the market values of its owned vessels decrease.In addition, as vessels grow older, they generally decline in value. We will review our vessels for impairment whenever events or changes incircumstances indicate that the carrying amount of the assets may not be recoverable. We review certain indicators of potential impairment, such asundiscounted projected operating cash flows expected from the future operation of the vessels, which can be volatile for vessels employed on short-termcharters or in the spot market. Any impairment charges incurred as a result of declines in charter rates would negatively affect our financial condition andresults of operations. In addition, if we sell any vessel at a time when vessel prices have fallen and before we have recorded an impairment adjustment to ourfinancial statements, the sale may be at less than the vessel’s carrying amount on our financial statements, resulting in a loss and a reduction in earnings.We may require additional financing to acquire vessels or business or to exercise vessel purchase options, and such financing may not be available.In the future, we may be required to make substantial cash outlays to exercise options or to acquire vessels or business and will need additionalfinancing to cover all or a portion of the purchase prices. We intend to cover the cost of such items with new debt collateralized by the vessels to be acquired,if applicable, but there can be no assurance that we will generate sufficient cash or that debt financing will be available. Moreover, the covenants in oursenior secured credit facility, the indentures or other debt, may make it more difficult to obtain such financing by imposing restrictions on what we can offeras collateral.We have substantial equity investments in seven companies, six of which are not consolidated in our financial results, and our investment in suchcompanies is subject to the risks related to their respective businesses.As of December 31, 2015, we had a 63.8% ownership interest in Navios Logistics, and, as a result, Navios Logistics is a consolidated subsidiary.As such, the income and losses relating to Navios Logistics and the indebtedness and other liabilities of Navios Logistics are shown in our consolidatedfinancial statements.We also have substantial equity investments in two public companies that are accounted for under the equity method — Navios Acquisition andNavios Partners. As of December 31, 2015, we held 43.6% of the voting stock and 46.6% of the economic interest of Navios Acquisition and 20.1% of theequity interest in Navios Partners (including a 2.0% general partner interest). As of such date, the carrying value of our investments in these two affiliatedcompanies amounted to $368.7 million.In addition to the value of our investment, we receive dividend payments relating to our investments. As a result of our investments, in fiscalyear 2015, we received $18.2 million and $28.0 million in dividends from Navios Acquisition and Navios Partners, respectively. Furthermore, we receivemanagement and general and administrative fees from Navios Acquisition and Navios Partners, which amounted to $102.9 million and $62.7 million,respectively, in fiscal year 2015.On October 9, 2013, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe Inc. (“Navios Europe I”) and hadeconomic interests of 47.5%, 47.5% and 5.0%, respectively. As of December 31, 39 Table of Contents2015, Navios Holdings portion of the investment in Navios Europe was $5.5 million. Effective November 2014, Navios Holdings, Navios Acquisition andNavios Partners have voting interest of 50%, 50% and 0%, respectively.On February 18, 2015, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe (II) Inc. (“Navios Europe II”) andhad economic interests of 47.5%, 47.5% and 5.0%, respectively and voting interests of 50%, 50% and 0%, respectively. As of December 31, 2015, NaviosHoldings portion of the investment in Navios Europe II was $7.3 million.During the year ended December 31, 2013, the Company received shares of Korea Line Corporation (“KLC”) and during the year endedDecember 31, 2015 the Company received shares of Pan Ocean Co.Ltd (“STX”) in relation to defaulted charter contracts, which were valued at fair valueupon the day of issuance. As of December 31, 2015, the Company retained a total of 344,649 KLC and STX shares, and their carrying amount was $5.2million.Our ownership interest in Navios Logistics, Navios Acquisition, Navios Partners, Navios Europe I, Navios Europe II, KLC, and STX the reflectionof such companies (or the investment relating thereto) on our balance sheets and any income generated from or related to such companies are subject to avariety of risks, including risks relating to the respective business of Navios Logistics, Navios Acquisition, Navios Partners, Navios Europe I and NaviosEurope II as disclosed in their respective public filings with the SEC or management reports. The occurrence of any such risks may negatively affect ourfinancial condition.We evaluate our investments in Navios Acquisition, Navios Partners, Navios Europe I, Navios Europe II, KLC and STX for other-than-temporaryimpairment (“OTTI”) on a quarterly basis. Consideration is given to (i) the length of time and the extent to which the fair value has been less than thecarrying value, (ii) their financial condition and near term prospects, and (iii) the intent and ability of the Company to retain our investment in thesecompanies, for a period of time sufficient to allow for any anticipated recovery in fair value.As of December 31, 2015, management considers the decline in the market value of its investment in Navios Partners and Navios Acquisition tobe temporary. However, there is the potential for future impairment charges relative to these equity securities if their respective fair values do not recover andour OTTI analysis indicates such write downs are necessary which may have a material adverse impact on our results of operations in the period recognized.As of September 30, 2015 and June 30, 2014, the Company considered the decline in fair value of the KLC shares as “other-than-temporary” andtherefore recognized a loss of $1.8 million and $11.5 million, respectively, out of accumulated other comprehensive income /(loss). The respective loss wasincluded in other expense in the accompanying consolidated statement of comprehensive income /(loss).There were no OTTI losses during the year ended December 31, 2013.Risks Relating to Navios LogisticsNavios Logistics’ dry port business has seasonal components linked to the grain harvests in the region. At times throughout the year, the capacity of its dryport, including the loading and unloading operations, as well as the space in silos is exceeded, which could materially adversely affect its operations andrevenues.A significant portion of Navios Logistics’ dry port business is derived from handling and storage of soybeans and other agricultural productsproduced in the Hidrovia, mainly during the season between April and September. This seasonal effect could, in turn, increase the inflow and outflow ofbarges and vessels in its dry port and cause the space in its silos to be exceeded, which in turn would affect its timely operations or its ability to satisfy theincreased demand. Inability to provide services in a timely manner may have a negative impact on its clients’ satisfaction and result in loss of existingcontracts or inability to obtain new contracts. 40 Table of ContentsNavios Logistics depends on a few significant customers for a large part of its revenues and the loss of one or more of these customers could materially andadversely affect its revenues.In each of Navios Logistics’ businesses, a significant part of its revenues is derived from a small number of customers. For the year endedDecember 31, 2015, its two largest customers, Vale and Cammessa, accounted for 27.8% and 12.9% of its revenues, respectively, and its five largestcustomers accounted for approximately 61.7%. For the year ended December 31, 2014, Navios Logistics’ three largest customers, Vale, Cammessa and AxionEnergy, accounted for 22.8% 13.8% and 10.7% of its revenues, respectively, and its five largest customers accounted for approximately 60.3%. For the yearended December 31, 2013, Navios Logistics’ two largest customers, Vale and Petropar, accounted for 18.5% and 10.7% of its revenues, respectively and itsfive largest customers accounted for approximately 56.4%. In addition, some of Navios Logistics’ customers, including many of its most significantcustomers, operate their own vessels and/or barges. These customers may decide to cease or reduce the use of its services for various reasons, includingemployment of their own vessels. The loss of any of its significant customers could materially adversely affect its results of operations.If one or more of Navios Logistics’ customers does not perform under one or more contracts with it and Navios Logistics is not able to find areplacement contract, or if a customer exercises certain rights to terminate the contract, Navios Logistics could suffer a loss of revenues that could materiallyadversely affect its business, financial condition and results of operations.Navios Logistics could lose a customer or the benefits of a contract if, among other things: • the customer fails to make payments because of its financial inability, the curtailment or cessation of its operations, disagreements withNavios Logistics or otherwise; • the customer terminates the contract because Navios Logistics fails to meet their contracted storage needs; • the customer terminates the contract because Navios Logistics fails to deliver the vessel within a fixed period of time, the vessel is lost ordamaged beyond repair, there are serious deficiencies in the vessel or prolonged off-hire, default under the contract; or • the customer terminates the contract because the vessel has been subject to seizure for more than a specified number of days.On March 30, 2016, Navios Logistics received a message from Vale International stating that Vale International will not be performing theservice contract entered into between Corporacion Navios S.A. (“CNSA”) and Vale International on September 27, 2013 for the iron ore port facility currentlyunder construction in Nueva Palmira, Uruguay. While Navios Logistics believes that Vale International’s position is without merit and that the contractremains in force, no assurances can be provided that Vale International will finally perform the contract, failing which, Navios Logistics will take legalmeasures to enforce its entitlement to damages in accordance with the contract terms. If Vale International fails to perform the contract, there may be asignificant impact on Navios Logistics’ business.Navios Logistics’ business can be affected by adverse weather conditions, effects of climate change and other factors beyond its control, that can affectproduction of the goods it transports and stores as well as the navigability of the river system on which it operates.A significant portion of Navios Logistics’ business is derived from the transportation, handling and storage of soybeans and other agriculturalproducts produced in the Hidrovia region. Any drought or other adverse weather conditions, such as floods, could result in a decline in production of theseproducts, which would likely result in a reduction in demand for its services. This would, in turn, negatively impact its results of operations and financialcondition. Furthermore, Navios Logistics’ fleet operates in the Parana and Paraguay Rivers, and any changes adversely affecting navigability of either ofthese rivers, such as changes in the depth of the water or the width of the navigable channel, could, in the short-term, reduce or limit its ability to effectivelytransport cargo on the rivers. For example, Navios Logistics was adversely affected by the decline in soybean production associated with the droughtexperienced mainly in the first quarter of 2011 throughout the main 41 Table of Contentssoybean growing areas of the Hidrovia. Low water levels, which began during the fourth quarter of 2011 and extended into 2012, also affected the volumecarried. The possible effects of climate change, such as floods, droughts or increased storm activity, could similarly affect the demand for its services or itsoperations.A prolonged drought, the possible effects of climate change, or other turn of events that is perceived by the market to have an impact on theregion, the navigability of the Parana or Paraguay Rivers or Navios Logistics’ business in general may, in the short-term, result in a reduction in the marketvalue of its ports, barges and pushboats that operate in the region. These barges and pushboats are designed to operate in wide and relatively calm rivers, ofwhich there are only a few in the world. If it becomes difficult or impossible to operate profitably Navios Logistics’ barges and pushboats in the Hidrovia andNavios Logistics is forced to sell them to a third party located outside of the region, there is a limited market in which it would be able to sell these vessels,and accordingly it may be forced to sell them at a substantial loss.Navios Logistics may be unable to obtain financing for its growth or to fund its future capital expenditures, which could materially adversely affect itsresults of operations and financial condition.Navios Logistics’ capital expenditures during 2013, 2014 and 2015 were $61.5 million, $101.9 million and $27.0 million, respectively, used toacquire and/or pay installments for among others one product tanker, a bunker vessel, six pushboats, 142 barges and to expand Navios Logistics’ portterminal operations through the construction of one drying and conditioning facility, a new conveyor belt, new tanks, a silo and an iron ore port facility. Inorder to follow its current strategy for growth, Navios Logistics will need to fund future asset or business acquisitions, increase working capital levels andincrease capital expenditures.In the future, Navios Logistics will also need to make capital expenditures required to maintain its current ports, fleet and infrastructure. Cashgenerated from its earnings may not be sufficient to fund all of these measures. Accordingly, Navios Logistics may need to raise capital through borrowingsor the sale of debt or equity securities. Navios Logistics’ ability to obtain bank financing or to access the capital markets for future offerings may be limitedby its financial condition at the time of any such financing or offering, as well as by adverse market conditions resulting from, among other things, generaleconomic conditions and contingencies and uncertainties that are beyond its control. If Navios Logistics fails to obtain the funds necessary for capitalexpenditures required to maintain its ports, fleet and/or infrastructure, Navios Logistics may be forced to take vessels out of service or curtail operations,which could materially harm its revenues and profitability. If Navios Logistics fails to obtain the funds that might be necessary to acquire new vessels,expand its existing infrastructure, or increase its working capital or capital expenditures, it might not be able to grow its business and its earnings couldsuffer. For example, Navios Logistics has signed an agreement with Vale International S.A. (“Vale International”) for the storing and transshipping of iron oreand other commodities. To serve this contract, Navios Logistics is expanding its existing terminal infrastructure at an investment cost estimated atapproximately $150.0 million which its plans to finance with a combination of cash on its balance sheet, operating cash flows, and exploit debt financing. Asof December 31, 2015, Navios Logistics has already invested in dredging, acquisition of rights to land adjacent to its existing dry port and other works andexpects to continue investing over the next year or more. If Navios Logistics fails to obtain the funds necessary for such capital expenditure, it may not beable to service its agreement with Vale International, materially affecting its future earnings. Furthermore, despite covenants under the indenture governingthe 2022 Logistics Senior Notes and the agreements governing its other indebtedness, Navios Logistics will be permitted to incur additional indebtednesswhich would limit cash available for working capital and to service its indebtedness.If Navios Logistics fails to meet construction benchmarks with respect to the expansion of its Nueva Palmira port terminal or secure the funds necessaryfor such capital expenditure, Navios Logistics may not be able to service its agreement with Vale International, materially affecting its future earnings.Navios Logistics has signed an agreement with Vale International for the storing and transshipping of iron ore and other commodities. To serve thiscontract, Navios Logistics is expanding its existing terminal infrastructure at an investment cost estimated at approximately $150.0 million which NaviosLogistics is financing with a combination of cash on its balance sheet, operating cash flows, debt and export financing. The agreement sets forth certainbenchmarks during the construction phase of the expansion. If such construction benchmarks are not met the contract may be terminated, materially affectingits business, financial condition, 42 Table of Contentsresults of operations and future earnings. As of December 31, 2015, Navios Logistics has already invested in dredging, acquisition of rights to land adjacentto its existing dry port and other works, and is continuing to invest in equipment design and manufacture and civil design and construction and other worksand expects to continue investing over the next year or more. If Navios Logistics fails to obtain the funds necessary for such capital expenditure, NaviosLogistics may not be able to service its agreement with Vale International, materially affecting our business, financial condition, results of operations andfuture earnings.The completion of the expansion of the port terminal could be delayed or otherwise not completed because of: • quality, design or engineering problems; • changes in governmental regulations; • work stoppages or other labor disturbances at the port terminal; • bankruptcy or other financial crisis of our suppliers or contractors; • a backlog of orders with our suppliers; • political or economic disturbances; • weather interference or catastrophic event, such as a major earthquake, flood or fire; • shortages of or delays in the receipt of necessary construction materials or equipment; • inability to finance the construction or importation of key equipment; • inability to obtain requisite permits or approvals or revocation of such permits or approvals by the Uruguayan government; or • the inability of our contractors or suppliers to meet our schedule.If the completion of the expansion of the port terminal is materially delayed, it could materially adversely affect Navios Logistics’ business, financialcondition, results of operations and future earnings.For any newbuilding vessels Navios Logistics purchases, delays, cancellations or non-completion of deliveries of such newbuilding vessels could harm itsoperating results.For any newbuilding vessels Navios Logistics purchases, the shipbuilder could fail to deliver the newbuilding vessel as agreed or Navios Logisticscould cancel the purchase contract if the shipbuilder fails to meet its obligations. In addition, under charters or contracts Navios Logistics may enter into thatare related to a newbuilding, if its delivery of the newbuilding to its customer is delayed, the customer may terminate the contract and, in addition to theresulting loss of revenues, Navios Logistics may be responsible for additional, substantial liquidated damages. Navios Logistics does not derive any revenuefrom a vessel until after its delivery and is required to pay substantial sums as progress payments during construction of a newbuilding. While NaviosLogistics has refund guarantees from financial institutions with respect to such progress payments in the event the vessel is not delivered by the shipyard or isotherwise not accepted by Navios Logistics, there is the potential that Navios Logistics may not be able to collect all portions of such refund guarantees, inwhich case Navios Logistics would lose the amounts it has advanced to the shipyards for such progress payments.The completion and delivery of newbuildings could be delayed, cancelled or otherwise not completed because of: • quality, design or engineering problems; • changes in governmental regulations or maritime self-regulatory organization standards; • work stoppages or other labor disturbances at the shipyard; • bankruptcy or other financial crisis of the shipbuilder; • a backlog of orders at the shipyard; • political or economic disturbances; • weather interference or catastrophic event, such as a major earthquake or fire; 43 Table of Contents • requests for changes to the original vessel specifications; • shortages of or delays in the receipt of necessary construction materials, such as steel; • inability to finance the construction or conversion of the vessels; or • inability to obtain requisite permits or approvals.If delivery of a vessel is materially delayed, it could materially adversely affect its future earnings.The failure of Petrobras to successfully implement its business plan for 2015-2019 could adversely affect Navios Logistics’ business.In June 2015, Petrobras announced its business plan for 2015-2019, which includes a projected capital expenditure budget of $130.3 billionbetween 2015 and 2019, reducing its previously projected capital expenditure budget of $220.6 billion for the period 2014-2018. In January 2016, Petrobras,announced its decision to further reduce its projected capital expenditure budget for the period 2015-2019, from $130.3 billion to $98.4 billion. In May2011, Navios Logistics signed 15-year charter contracts with Petrobras for six Panamax vessels, which are subject to Navios Logistics’ option to cancel thecontracts if Navios Logistics is unable to secure acceptable financing for the construction of the vessels (to be completed by 2018). Navios Logistics has yetto make any capital expenditures related to the vessels, therefore the potential decrease in Petrobras’ capital expenditures will not expose it to any losses.Any failure to capitalize on Navios Logistics’ relationship with Petrobras could affect Navios Logistics’ future growth opportunities.Spare parts or other key equipment needed for the operation of Navios Logistics’ ports and fleet may not be available off-the-shelf and, as a result, it mayface substantial delays, which could result in loss of revenues while waiting for those spare parts to be produced and delivered to Navios Logistics.Navios Logistics’ ports and its fleet may need spare parts to be provided in order to replace old or damaged parts in the normal course of itsoperations. Given the increased activity in the maritime industry and the industry that supplies it, the manufacturers of key equipment for Navios Logistics’vessels and its ports (such as engine makers, propulsion systems makers, control system makers and others) may not have the spare parts needed availableimmediately (or off the shelf) and may have to produce them when required. If this was the case, Navios Logistics vessels and ports may be unable to operatewhile waiting for such spare parts to be produced, delivered, installed and tested, resulting in a substantial loss of revenues for Navios Logistics.Navios Logistics owns and operates an up-river port terminal in San Antonio, Paraguay that it believes is well-positioned to become a hub for industrialdevelopment based upon the depth of the river in the area and the convergence between land and river transportation. If the port does not become a hubfor industrial development, its future prospects could be materially and adversely affected.Navios Logistics owns and operates an up-river port terminal with tank storage for refined petroleum products, oil and gas in San Antonio,Paraguay. Navios Logistics believes that the port’s location south of the city of Asuncion, the depth of the river in the area and the convergence between landand river transportation make this port well-positioned to become a hub for industrial development. However, if the location is not deemed to beadvantageous, or the use of the river or its convergence with the land is not fully utilized for transportation, then the port would not become a hub forindustrial development, and its future prospects could be materially and adversely affected.The risks and costs associated with ports as well as vessels increase as the operational port equipment and vessels age.The costs to operate and maintain a port or a vessel increase with the age of the port equipment or the vessel. Governmental regulations, safety orother equipment standards related to the age of the operational port equipment or vessels may require expenditures for alterations or the addition of newequipment to Navios 44 Table of ContentsLogistics’ port equipment or vessels and may restrict the type of activities in which these ports or vessels may engage. Given the increased activity in themaritime industry and the industry that supplies it, the manufacturers of key equipment for its vessels and ports (such as engine makers, propulsion systemsmakers, control systems makers and others) may not have the spare parts needed available immediately (or off-the-shelf) and may have to produce them whenrequired. If this was the case, Navios Logistics’ vessels and ports may be unable to operate while waiting for such spare parts to be produced, delivered,installed and tested, resulting in substantial loss of revenues for Navios Logistics. The average age of Navios Logistics’ seven double-hulled product tankersis seven years. In some cases, charterers prefer newer vessels that are more fuel efficient than older vessels. Cargo insurance rates also increase with the age ofa vessel, making older vessels less desirable to charterers as well. Navios Logistics cannot assure you that, as its operational port equipment and vessels age,market conditions will justify those expenditures or enable Navios Logistics to operate its ports and vessels profitably during the remainder of their usefullives. If Navios Logistics sells such assets, it may have to sell them at a loss, and if clients no longer use its ports or charter-out its vessels due to their age, itsresults of operations could be materially adversely affected.As Navios Logistics expands its business, it may have difficulty managing its growth, including the need to improve its operations and financial systems,staff and crew or to receive required approvals to implement its expansion projects. If Navios Logistics cannot improve these systems, recruit suitableemployees or obtain required approvals, it may not be able to effectively control its operations.Navios Logistics intends to grow its port terminal, barge and cabotage businesses, either through land acquisition and expansion of its portfacilities, through purchases of additional vessels, through chartered-in vessels or acquisitions of other logistics and related or complementary businesses.The expansion and acquisition of new land or addition of vessels to its fleet will impose significant additional responsibilities on its management and staff,and may require Navios Logistics to increase the number of its personnel. Navios Logistics will also have to increase its customer base to provide continuedactivity for the new businesses.In addition, approval of governmental, regulatory and other authorities may be needed to implement any acquisitions or expansions. Forexample, Navios Logistics has available land within the Nueva Palmira Free Zone in Uruguay as well as near the Free Zone where Navios Logistics plans toexpand its port facility and construct a port terminal for minerals and liquid cargo. In order to complete these projects, however, Navios Logistics needs toreceive required authorization from several authorities. If these authorities deny Navios Logistics request for authorization or if existing authorizations arerevoked, it will not be able to proceed with these projects.Growing any business by acquisition presents numerous risks. Acquisitions expose Navios Logistics to the risk of successor liability relating toactions involving an acquired company, its management or contingent liabilities incurred before the acquisition. The due diligence Navios Logisticsconducts in connection with an acquisition, and any contractual guarantees or indemnities that it receives from the sellers of acquired companies or assetsmay not be sufficient to protect it from, or compensate it for, actual liabilities. Any material liability associated with an acquisition could adversely affect itsreputation and results of operations and reduce the benefits of the acquisition. Other risks presented include difficulty in obtaining additional qualifiedpersonnel, managing relationships with customers and suppliers and integrating newly acquired assets or operations into existing infrastructures.Management is unable to predict whether or when any prospective acquisition will occur, or the likelihood of a certain transaction beingcompleted on favorable terms and conditions. Navios Logistics’ ability to expand its business through acquisitions depends on many factors, including itsability to identify acquisitions or access capital markets at an acceptable cost and negotiate favorable transaction terms. Navios Logistics cannot give anyassurance that it will be successful in executing its growth plans or that it will not incur significant expenses and losses in connection therewith or that itsacquisitions will perform as expected, which could materially adversely affect its results of operations and financial condition. Furthermore, because thevolume of cargo Navios Logistics ships is at or near the capacity of its existing barges during the typical peak harvest season, its ability to increase volumesshipped is limited by its ability to acquire or charter-in additional barges. 45 Table of ContentsWith respect to Navios Logistics’ existing infrastructure, its initial operating and financial systems may not be adequate as Navios Logisticsimplements its plan to expand, and its attempts to improve these systems may be ineffective. If Navios Logistics is unable to operate its financial andoperations systems effectively or to recruit suitable employees as it expands its operations, it may be unable to effectively control and manage thesubstantially larger operation. Although it is impossible to predict what errors might occur as the result of inadequate controls, it is generally harder tomanage a larger operation than a smaller one and, accordingly, more likely that errors will occur as operations grow. Additional management infrastructureand systems will be required in connection with such growth to attempt to avoid such errors.Rising crew costs, fuel prices and other cost increases may adversely affect Navios Logistics’ profits.At December 31, 2015, Navios Logistics employed 350 land-based employees and 713 seafarers as crew on its vessels. Crew costs are asignificant expense for Navios Logistics. Recently, the limited supply of and increased demand for well-qualified crew, due to the increase in the size of theglobal shipping fleet, has created upward pressure on crewing costs, which Navios Logistics generally bears under its time and spot contracts. Additionally,labor union activity in the Hidrovia may create pressure for Navios Logistics to pay higher crew salaries and wages. In addition, fuel is one of the largestoperating expenses in its barge and cabotage businesses, where the revenue is contracted mainly by ton per cargo shipped. The prices for and availability offuel may be subject to rapid change or curtailment, respectively, due to, among other things, new laws or regulations, interruptions in production bysuppliers, imposition of restrictions on energy supply by government, worldwide price levels and market conditions. Currently, most of Navios Logistics’long term contracts provide for the adjustment of freight rates based on changes in the fuel prices and crew costs. Navios Logistics may be unable to includesimilar provisions in these contracts when they are renewed or in future contracts with new customers. To the extent its contracts do not pass-through changesin fuel prices to its clients, Navios Logistics will be forced to bear the cost of fuel price increases. Navios Logistics may hedge in the futures market all or partof its exposure to fuel price variations. Navios Logistics cannot assure you that it will be successful in hedging its exposure. In the event of a default by itscontractual counterparties or other circumstance affecting their performance under a contract, Navios Logistics may be subject to exposure under, and mayincur losses in connection with, its hedging instruments, if any. In certain jurisdictions, the price of fuel is affected by high local taxes and may become moreexpensive than prevailing international prices. Navios Logistics may not be able to pass onto its customers the additional cost of such taxes and may sufferlosses as a consequence of such inability. Such increases in crew and fuel costs may materially adversely affect Navios Logistics’ results of operations.Navios Logistics’ industry is highly competitive, and it may not be able to compete successfully for services with new companies with greater resources.Navios Logistics provides services through its ports and employs its fleet in highly competitive markets. The river and sea coastal logisticsmarket is international in scope and Navios Logistics competes with many different companies, including other port or vessel owners and major oilcompanies.With respect to loading, storage and ancillary services, the market is divided between transits and exports, depending on the cargo origin. In thecase of transits, there are other companies operating in the river system that are able to offer services similar to Navios Logistics. With respect to exports, itscompetitors are Montevideo Port in Montevideo and Ontur and TGU in Nueva Palmira. The main competitor of its liquid port terminal in Paraguay isPetropar, a Paraguayan state-owned entity. Other competitors include Copetrol, and Petrobras, which are also customers of Navios Logistics’ port.Navios Logistics faces competition in its barge and cabotage businesses with transportation of oil and refined petroleum products from otherindependent ship owners and from vessel operators. The charter markets in which its vessels compete are highly competitive. Key competitors includeUltrapetrol Bahamas Ltd. and Fluviomar. In addition, some of its customers, including ADM, Cargill, Louis Dreyfus and Vale, have some of their owndedicated barge capacity, which they can use to transport cargo in lieu of hiring a third party. Navios Logistics also competes indirectly with other forms ofland-based transportation such as truck and rail. These 46 Table of Contentscompanies and other smaller entities are regular competitors of Navios Logistics in its primary tanker trading areas. Competition is primarily based onprevailing market contract rates, vessel location and vessel manager know-how, reputation and credibility.Navios Logistics’ competitors may be able to offer their customers lower prices, higher quality service and greater name recognition than it does.Accordingly, it may be unable to retain its current customers or to attract new customers.If Navios Logistics fails to fulfill the oil majors’ vetting processes, it could materially adversely affect the employment of its tanker vessels in the spot andperiod markets, and consequently its results of operations.While numerous factors are considered and evaluated prior to a commercial decision, the oil majors, through their association, OCIMF, havedeveloped and are implementing two basic tools: (a) the Ship Inspection Report Program (“SIRE”) and (b) the Tanker Management and Self-Assessment(“TMSA”) program. The former is a ship inspection based upon a thorough Vessel Inspection Questionnaire and performed by OCIMF-accredited inspectors,resulting in a report being logged on SIRE. The report is an important element of the ship evaluation undertaken by any oil major when a commercial needexists.Based upon commercial needs, there are three levels of assessment used by the oil majors: (a) terminal use, which will clear a vessel to call at oneof the oil major’s terminals, (b) voyage charter, which will clear the vessel for a single voyage and (c) term charter, which will clear the vessel for use for anextended period of time. While for terminal use and voyage charter relationships, a ship inspection and the operator’s TMSA will be sufficient for theevaluation to be undertaken, a term charter relationship also requires a thorough office audit. An operator’s request for such an audit is by no means aguarantee one will be performed; it will take a long record of proven excellent safety and environmental protection on the operator’s part as well as highcommercial interest on the part of the oil major to have an office audit performed. If Navios Logistics fails to clear the vetting processes of the oil majors, itcould have a material adverse effect on the employment of its vessels, and, consequently, on its results of operations.Navios Logistics may employ its fleet on the spot market and thus expose itself to risk of losses based on short-term decreases in shipping rates.Navios Logistics periodically employs some of its fleet on a spot basis. As of December 31, 2015, 67% of its cabotage fleet and 61% of its bargefleet on a dwt tons basis was employed under time charter or COA contracts. The remaining percentage of its barge and cabotage fleet was employed in thespot market. The spot charter market can be competitive and freight rates within this market may be volatile with the timing and amount of fluctuations inspot rates being difficult to determine. Longer-term contracts provide income at pre-determined rates over more extended periods of time. The cycles in itstarget markets have not yet been clearly determined but Navios Logistics expects them to exhibit significant volatility as the South American marketsmature. Navios Logistics cannot assure you that it will be successful in keeping its fleet fully employed in these short-term markets, or that future spot rateswill be sufficient to enable such fleet to be operated profitably. A significant decrease in spot market rates or its inability to fully employ its fleet by takingadvantage of the spot market would result in a reduction of the incremental revenue received from spot chartering and could materially adversely affect itsresults of operations, and operating cash flow.Navios Logistics does not carry any strike insurance of its vessels. As a result, if Navios Logistics were to become subject to a labor strike, it may incuruninsured losses, which could have a material adverse effect on its results of operations.Navios Logistics does not currently maintain any strike insurance for its vessels. As a result, if the crew of its vessels were to initiate a laborstrike, Navios Logistics could incur uninsured liabilities and losses as a result. There can be no guarantee that Navios Logistics will be able to obtainadditional insurance coverage in the 47 Table of Contentsfuture, and even if Navios Logistics is able to obtain additional coverage, it may not carry sufficient insurance coverage to satisfy potential claims. Shoulduninsured losses occur, it could have a material adverse effect on its results of operations.Certain of Navios Logistics’ directors, officers, and principal stockholders are affiliated with entities engaged in business activities similar to thoseconducted by Navios Logistics which may compete directly with it, causing such persons to have conflicts of interest.Some of Navios Logistics’ directors, officers and principal stockholders have affiliations with entities that have similar business activities tothose conducted by Navios Logistics. In addition, certain of Navios Logistics’ directors are also directors of shipping companies and they may enter similarbusinesses in the future. These other affiliations and business activities may give rise to certain conflicts of interest in the course of such individuals’affiliation with Navios Logistics. Although Navios Logistics does not prevent its directors, officers and principal stockholders from having such affiliations,Navios Logistics uses its best efforts to cause such individuals to comply with all applicable laws and regulations in addressing such conflicts of interest.Navios Logistics’ officers and employee directors devote their full time and attention to its ongoing operations, and its non-employee directors devote suchtime as is necessary and required to satisfy their duties as directors of a company.Navios Logistics’ success depends upon its management team and other employees, and if it is unable to attract and retain key management personnel andother employees, its results of operations may be negatively impacted.Navios Logistics’ success depends to a significant extent upon the abilities and efforts of its management team and its ability to retain them. Inparticular, many members of its senior management team, including its Chairman, its Chief Executive Officer, its Chief Financial Officer, its Chief OperatingOfficers and its Chief Commercial Officer, have extensive experience in the logistics and shipping industries. If Navios Logistics was to lose their services forany reason, it is not clear whether any available replacements would be able to manage its operations as effectively. The loss of any of the members of itsmanagement team could impair Navios Logistics’ ability to identify and secure vessel contracts, to maintain good customer relations and to otherwisemanage its business, which could have a material adverse effect on its financial performance and its ability to compete. Navios Logistics does not maintainkey man insurance on any of its officers. Further, the efficient and safe operation of its fleet and ports requires skilled and experienced crew members andemployees. Difficulty in hiring and retaining such crew members and employees could adversely affect its results of operations.Risks Relating to ArgentinaArgentine government actions concerning the economy, including decisions with respect to inflation, interest rates, price controls, foreignexchange controls, wages and taxes, restrictions on production, imports and exports, have had and could continue to have a material adverse effect on NaviosLogistics. Navios Logistics cannot provide any assurance that future economic, social and political developments in Argentina, over which it has no control,will not impair its business, financial condition or results of operations, the guarantors or the market price of the 2022 Logistics Senior Notes.The continuing rise in inflation and the Argentine government’s limited access to foreign financing may have material adverse effects on the Argentineeconomy.In the past, Argentina has experienced periods of high inflation. Inflation has increased since 2005 and has remained relatively high ever since.According to data published by the Instituto Nacional de Estadísticas y Censos, or INDEC, the year-on-year inflation rate (as measured by changes in theconsumer price index, or CPI), was 9.5%, 10.8%, 10.5% for 2011, 2012 and 2013, respectively. The reliability of INDEC’s statistics has been widelyquestioned due to the substantial disparity between its inflation rate and the higher rates calculated by 48 Table of Contentsindependent economists. In February 2013, the IMF censured Argentina for its inaccurate financial statistics. In response, in 2014, INDEC adopted theIPCNu, an improved methodology for calculating the CPI, and estimated the 2014 CPI to be 23.9%.More recently, INDEC estimated the cumulative CPI for 2015, until October, to be 11.9%. However, the newly elected Argentinian governmentdeclared a state of administrative emergency, suspending momentarily the publication of all indexes until the INDEC is capable of accurately calculatingsuch indexes. During this suspension period, the inflation rate will be informed through data provided by the City of Buenos Aires and the province of SanLuis, according to which the inflation rate in December 2015 was 3.9% and 6.5%, respectively.A high inflation economy could undermine Argentina’s cost competitiveness abroad if not offset by a devaluation of the Argentine peso, whichcould also negatively affect economic activity and employment levels. While most of the client contracts of Navios Logistics’ Argentine subsidiaries aredenominated in U.S. dollars, freight under those contracts is collected in Argentine pesos at the prevailing exchange rate. These contracts also include crewcost adjustment terms. Uncertainty about future inflation may contribute to slowdown or contraction in economic growth. Argentine inflation rate volatilitymakes it impossible to estimate with reasonable certainty the extent to which activity levels and results of operations of Navios Logistics’ Argentinesubsidiaries could be affected by inflation and exchange rate volatility in the future.Additionally, Argentina had, until recently, virtually no access to foreign financing resulting from a default, several restructurings, and a series ofpayment suspensions over the past decade. Although, in February 2016, the newly elected Argentinian government reached an agreement with certainbondholders to settle their claims on the country’s defaulted sovereign bonds and subsequently, in April 2016, the Argentinian government returned to theinternational capital markets after 15 years, offering bonds of over $15.0 billion, the country’s continued access to foreign financing remains uncertain. Dueto limited access to the international capital markets, the Argentine government uses the Argentine Central Bank’s foreign-currency reserves for the paymentof Argentina’s current debt, the reduction of which may weaken Argentina’s ability to overcome economic deterioration in the future. Argentina’s foreigncurrency reserves have declined significantly since the end of 2012 and now stand at approximately US$ 29.3 billion. With limited access to internationalprivate financing, Argentina may not be able to finance its obligations, and financing from multilateral financial institutions may be limited or not available.This could also inhibit the ability of the Argentine Central Bank to adopt measures to curb inflation and could materially adversely affect Argentina’seconomic growth and public finances.The Argentine Central Bank has imposed restrictions on the transfer of funds outside of Argentina and other exchange controls in the past and may do soin the future, which could prevent Navios Logistics Argentine subsidiaries from transferring funds for the payment of the 2022 Logistics Senior Notes orthe related guarantees.In 2001 and during the first half of 2002, Argentina experienced a massive withdrawal of deposits from the Argentine financial system in a shortperiod of time, as depositors lost confidence in the Argentine government’s ability to repay its foreign debt, its domestic debt and to maintain theconvertibility regime. This precipitated a liquidity crisis within the Argentine financial system, which prompted the Argentine government to imposeexchange controls and restrictions on the ability of depositors to withdraw their deposits.Furthermore, in 2001 and 2002 and until February 7, 2003, the Argentine Central Bank restricted Argentine individuals and corporations fromtransferring U.S. dollars abroad without its prior approval. In 2003 and 2004, the government reduced some of these restrictions, including those requiring theArgentine Central Bank’s prior authorization for the transfer of funds abroad in order to pay principal and interest on debt obligations. Nevertheless,significant government controls and restrictions remained in place, and increased during 2008 and into 2009, when the Argentine government imposed newrestrictions on foreign exchange outflows, including through certain transactions on securities traded locally. Additionally, the Argentine federal taxauthority imposed new restrictions and limitations on the purchase of foreign currency. 49 Table of ContentsIn December 2015, the Argentinian government implemented several reforms to the foreign exchange market regulations, and provided easieraccess to the foreign exchange market for individuals and companies. The new regulations include the elimination of (a) the requirement to register foreignexchange transactions in the local tax authority, (b) the requirement to transfer the proceeds of new financial indebtedness transactions into Argentina andsettle such proceeds through the MULC (the single and free floating foreign exchange market); (c) the re-establishment of the $2.0 million monthly limit perresident on the creation of offshore assets; and (d) the elimination of the requirement for a registered, non-transferable and non-interest-bearing depositrequired in connection with several transactions involving foreign currency inflows, among others.Some remaining controls and restrictions, and any additional restrictions of this kind that may be imposed in the future, could impair NaviosLogistics’ ability to transfer funds generated by its Argentine operations in U.S. dollars outside Argentina to Navios Logistics for the payment of NaviosLogistics’ indebtedness. In addition, any other restrictions or requirements that may be imposed in the future, expose Navios Logistics to the risk of lossesarising from fluctuations in the exchange rate of the Argentine peso.The Argentine government has made certain changes to its tax rules that affect Navios Logistics’ operations in Argentina and could further increase thefiscal burden on its operations in Argentina in the future.Since 1992, the Argentine government has not permitted the application of an inflation adjustment on the value of fixed assets for tax purposes.Since the substantial devaluation of the Argentine peso in 2002, the amounts that the Argentine tax authorities permit Navios Logistics to deduct asdepreciation for its past investments in plant, property and equipment have been substantially reduced, resulting in a higher effective income tax charge. Ifthe Argentine government continues to increase the tax burden on Navios Logistics’ operations in Argentina, its results of operations and financial conditioncould be materially and adversely affected.Future policies of the Argentine government may affect the economy as well as Navios Logistics’ operations.In recent years the Argentine government has taken several actions to re-nationalize concessions and public services companies that wereprivatized in the 1990’s, such as Aguas Argentinas S.A. and Aerolíneas Argentinas S.A. On May 3, 2012, expropriation law 26,741 was passed by theArgentine Congress, providing for the expropriation of 51% of the share capital of YPF S.A., represented by an identical stake of Class D shares owned,directly or indirectly, by Repsol YPF and its controlled or controlling entities, which have been declared of public interest. The Argentine Government madean offer to compensate Repsol YPF for around $5.0 billion, which was accepted by the Board of Directors and shareholders of Repsol YPF and confirmed bythe Argentine Congress. It is unclear whether such expropriation policies will continue and to what extent they will affect the Argentine economy, andthereby Navios Logistics’ business, results of operations and financial condition.Risks Relating to Uruguayan Free Zone RegulationCertain of Navios Logistics’ subsidiaries in Uruguay are operating as direct free trade zone users under an agreement with the Free Zone Divisionof the Uruguayan General Directorate of Commerce allowing them to operate in isolated public and private areas within national borders and to enjoy taxexemptions and other benefits, such as a generic exemption on present and future national taxes including the Corporate Income Tax, Value- Added Tax andWealth Tax. Other benefits that Navios Logistics’ subsidiaries enjoy are simplified corporate law provisions, the ability to negotiate preferential publicutility rates with government agencies and government guarantees of maintenance of such benefits and tax exemptions. Free trade zone users do not need topay import and export tariffs to introduce goods from abroad to the free trade zone, to transfer or send such goods to other free trade zones in Uruguay or sendthem abroad. However, Navios Logistics’ subsidiaries may lose all the tax benefits granted to them if they breach or fail to comply with the free trade zonecontracts or framework, including exceeding the 25% limit on non-Uruguayan employees or engaging in industrial, commercial or service activities outsideof a free trade zone in Uruguay. In this case, Navios Logistics’ subsidiaries may continue with their operations from the free zone, but under a different taxregime. 50 Table of ContentsOther Risks Relating to the Countries in which Navios Logistics’ OperatesNavios Logistics is an international company that is exposed to the risks of doing business in many different, and often less developed and emergingmarket countries.Navios Logistics is an international company and conducts all of its operations outside of the United States, and expects to continue doing so forthe foreseeable future. These operations are performed in countries that are historically less developed and stable than the United States, such as Argentina,Brazil, Bolivia, Paraguay and Uruguay.Some of the other risks Navios Logistics is generally exposed to through its operations in emerging markets include among others: • political and economic instability, changing economic policies and conditions, and war and civil disturbances; • recessions in economies of countries in which Navios Logistics has business operations; • frequent government interventions into the country’s economy, including changes to monetary, fiscal and credit policy; • the imposition of additional withholding, income or other taxes, or tariffs or other restrictions on foreign trade or investment, includingcurrency exchange controls and currency repatriation limitations; • the modification of its status or the rules and regulations relating to the international tax-free trade zone in which Navios Logisticsoperates its dry port; • the imposition of executive and judicial decisions upon Navios Logistics’ vessels by the different governmental authorities associatedwith some of these countries; • the imposition of or unexpected adverse changes in foreign laws or regulatory requirements; • longer payment cycles in foreign countries and difficulties in collecting accounts receivable; • difficulties and costs of staffing and managing its foreign operations; • compliance with anti-bribery laws; and • acts of terrorism.These risks may result in unforeseen harm to Navios Logistics’ business and financial condition. Also, some of its customers are headquartered inSouth America, and a general decline in the economies of South America, or the instability of certain South American countries and economies, couldmaterially adversely affect Navios Logistics.For example the Brazilian economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth,high and variable levels of inflation and currency devaluation. Historically, Brazil’s political situation has influenced the performance of the Brazilianeconomy, and political crises have affected the confidence of investors and the general public. Future developments in policies of the Brazilian governmentand/or the uncertainty of whether and when such policies and regulations may be implemented, all of which are beyond our control, could have a materialadverse effect on Navios Logistics. Additionally, the Brazilian government frequently implements changes to the Brazilian tax regime, including changes inprevailing tax rates and the imposition of temporary taxes, which may affect Navios Logistics.Navios Logistics’ business in emerging markets requires it to respond to rapid changes in market conditions in these countries. Navios Logistics’overall success in international markets depends, in part, upon its ability to succeed in different legal, regulatory, economic, social and political conditions.Navios Logistics may 51 Table of Contentsnot continue to succeed in developing and implementing policies and strategies that will be effective in each location where it does business. Furthermore,the occurrence of any of the foregoing factors may have a material adverse effect on its business and results of operations.The governments of Argentina, Bolivia, Brazil, Paraguay and Uruguay have entered into a treaty that commits each of them to participate in a regionalinitiative to integrate the region’s economies. There is no guarantee that such an initiative will be successful or that each of the governments involved inthe initiative will follow through on its intentions to participate and if such regional initiative is unsuccessful, it could have a material adverse impact onNavios Logistics’ results of operations.The governments of Argentina, Bolivia, Brazil, Paraguay and Uruguay have entered into a treaty that commits each of them to participate in aregional initiative to integrate the region’s economies, a central component of which is water transportation in the Hidrovia. Although Navios Logisticsbelieves that this regional initiative of expanding navigation on the Hidrovia river system will result in significant economic benefits, there is no guaranteethat such an initiative will ultimately be successful, that each country will follow through on its intention to participate, or that the benefits of this initiativewill match its expectations of continuing growth in the Hidrovia or reducing transportation costs. If the regional initiative is unsuccessful, its results ofoperations could be materially and adversely affected.Changes in rules and regulations with respect to cabotage or their interpretation in the markets in which Navios Logistics operates could have a materialadverse effect on its results of operations.In the markets in which Navios Logistics currently operates, in cabotage or regional trades, it is subject to restrictive rules and regulations on aregion by region basis. Navios Logistics’ operations currently benefit from these rules and regulations or their interpretation. For instance, preferentialtreatment is extended in Argentine cabotage for Argentine flagged vessels or foreign flagged vessels operated by local established operators with sufficientArgentine tonnage under one to three years’ licenses, including Navios Logistics’ Argentine cabotage vessels. Changes in cabotage rules and regulations orin their interpretation may have an adverse effect on Navios Logistics’ current or future cabotage operations, either by becoming more restrictive (whichcould result in limitations to the utilization of some of its vessels in those trades) or less restrictive (which could result in increased competition in thesemarkets).Because Navios Logistics generates the majority of its revenues in U.S. dollars but incurs a significant portion of its expenses in other currencies, exchangerate fluctuations could cause Navios Logistics to suffer exchange rate losses, thereby increasing expenses and reducing income.Navios Logistics engages in regional commerce with a variety of entities. Although Navios Logistics’ operations expose it to certain levels offoreign currency risk, its revenues are predominantly U.S. dollar-denominated at the present. Additionally, Navios Logistics’ South American subsidiariestransact certain operations in Uruguayan pesos, Paraguayan guaranies, Argentinean pesos and Brazilian reals; however, all of the subsidiaries’ primary cashflows are U.S. dollar-denominated. Currencies in Argentina and Brazil have fluctuated significantly against the U.S. dollar in the past. As of December 31,2015, 2014 and 2013, approximately 61.9%, 47.3% and 55.9%, respectively, of Navios Logistics’ expenses were incurred in currencies other than U.S.dollars. Transactions in currencies other than the functional currency are translated at the exchange rate in effect at the date of each transaction. Expensesincurred in foreign currencies against which the U.S. dollar falls in value can increase, thereby decreasing Navios Logistics’ income. A greater percentage ofits transactions and expenses in the future may be denominated in currencies other than U.S. dollars. As part of its overall risk management policy, NaviosLogistics may attempt to hedge these risks in exchange rate fluctuations from time to time but cannot guarantee it will be successful in these hedgingactivities. Future fluctuations in the value of local currencies relative to the U.S. dollar in the countries in which Navios Logistics operates may occur, and ifsuch fluctuations were to occur in one or a combination of the countries in which Navios Logistics operates, its results of operations or financial conditioncould be materially adversely affected. 52 Table of ContentsTax RisksWe may earn United States source income that is subject to tax, thereby adversely affecting our results of operations and cash flows.Under the Internal Revenue Code, or the Code, 50.0% of the gross shipping income of a vessel owning or chartering corporation that isattributable to transportation that either begins or ends, but that does not both begin and end, in the United States is characterized as U.S.-source shippingincome. U.S.-source shipping income generally is subject to a 4.0% U.S. federal income tax without allowance for deduction or, if such U.S.-source shippingincome is effectively connected with the conduct of a trade or business in the United States, U.S. federal corporate income tax (the highest statutory ratepresently is 35.0%) as well as a branch profits tax (presently imposed at a 30.0% rate on effectively connected earnings), unless that corporation qualifies forexemption from tax under Section 883 of the Code. We believe that we and each of our subsidiaries qualifies and will continue to qualify for the foreseeablefuture for this statutory tax exemption under Section 883 with respect to our U.S.-source shipping income, provided that our common stock continues to belisted on the NYSE and represents more than 50% of the total combined voting power of all classes of our stock entitled to vote and of the total value of ourstock, and less than 50% of our common stock is owned, actually or constructively under specified stock attribution rules, on more than half the number ofdays in the relevant year by persons who each own 5% or more of the vote and value of our common stock. Our ability to qualify for the exemption at anygiven time will depend upon circumstances related to the ownership of our common stock at such time and thus are beyond our control. Furthermore, ourboard of directors could determine that it is in our best interests to take an action that would result in this tax exemption not applying to us in the future.Accordingly, we can give no assurance that we would qualify for the exemption under Section 883 with respect to any such income we earn. If we were notentitled to the Section 883 exemption for any taxable year, we generally would be subject to a 4.0% U.S. federal gross income tax with respect to our U.S.-source shipping income or, if such U.S. source shipping income were effectively connected with the conduct of a trade or business in the United States,U.S. federal corporate income tax as well as a branch profits tax for those years. As a result, depending on the trading patterns of our vessels, we could becomeliable for tax, and our net income and cash flow could be adversely affected. Please see the discussion under “Taxation—Material U.S. Federal Income TaxConsiderations—U.S. Federal Income Taxation of the Company—Taxation of Our Shipping Income.”Navios Holdings may be taxed as a United States corporation.The purchase by International Shipping Enterprises Inc. (“ISE”), our predecessor, of all of the outstanding shares of common stock of NaviosHoldings, and the subsequent downstream merger of ISE with and into Navios Holdings took place on August 25, 2005. Navios Holdings is incorporatedunder the laws of the Republic of the Marshall Islands. ISE received an opinion from its counsel for the merger transaction that, while there is no directauthority that governs the tax treatment of the transaction, it was more likely than not that Navios Holdings would be taxed by the United States as a foreigncorporation. Accordingly, we take the position that Navios Holdings will be taxed as a foreign corporation by the United States. If Navios Holdings were tobe taxed as a U.S. corporation, its taxes would be significantly higher than they are currently.A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate our business could result in a high tax rate on ourworldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations.We are an international company that conducts business throughout the world. Tax laws and regulations are highly complex and subject tointerpretation. Consequently, we are subject to changing tax laws, treaties and regulations in and between countries in which we operate. Our income taxexpense is based upon our interpretation of tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws,treaties or regulations, or in the interpretation thereof, or in the valuation of our deferred tax assets, could result in a materially higher tax expense or a highereffective tax rate on our worldwide earnings, and such change could be significant to our financial results. If any tax authority successfully challenges ouroperational structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries, or if the terms of certain income taxtreaties are interpreted in a manner that is adverse to our structure, 53 Table of Contentsor if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings from our operations could increase substantially and ourearnings and cash flows from these operations could be materially adversely affected. For example, in accordance with the currently applicable Greek law,foreign flagged vessels that are managed by Greek or foreign ship management companies having established an office in Greece are subject to dutiestowards the Greek state which are calculated on the basis of the relevant vessel’s tonnage. The payment of said duties exhausts the tax liability of the foreignship owning company and the relevant manager against any tax, duty, charge or contribution payable on income from the exploitation of the foreign flaggedvessel.We and our subsidiaries may be subject to taxation in the jurisdictions in which we and our subsidiaries conduct business. Such taxation wouldresult in decreased earnings available to our stockholders.Investors are encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our common stockarising in an investor’s particular situation under U.S. federal, state, local and foreign law.U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S.holders.A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) atleast 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the quarterly average value of thecorporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includesdividends, interest, capital gains and rents (other than rents derived other than in the active conduct of a rental business). For purposes of these tests, incomederived from the performance of services does not constitute “passive income.” U.S. stockholders of a PFIC are subject to a disadvantageous U.S. federalincome tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the saleor other disposition of their shares in the PFIC and additional tax filing obligations.Based upon our actual and projected income, assets and activities, we believe that we should not be a PFIC for our taxable year endedDecember 31, 2015 or for subsequent taxable years. Based upon our operations as described herein, our income from time charters should not be treated aspassive income for purposes of determining whether we are a PFIC. Accordingly, our income from our time chartering activities should not constitute“passive income,” and the assets that we own and operate in connection with the production of that income should not constitute passive assets.There is substantial legal authority supporting this position consisting of case law and U.S. Internal Revenue Service, or IRS, pronouncementsconcerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should benoted that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, noassurance can be given that the IRS or a court of law will accept this position and there is a risk that the IRS or a court of law could determine that we are aPFIC. In addition, no assurance can be given as to our current and future PFIC status, because such status requires an annual factual determination based uponthe composition of our income and assets for the entire taxable year. The PFIC determination also depends on the application of complex U.S. federal incometax rules concerning the classification of our income and assets for this purpose, and there are legal uncertainties involved in determining whether the incomederived from our chartering activities and from our logistics activities constitutes rental income or income derived from the performance of services. We havenot sought, and we do not expect to seek, an IRS ruling on this issue. As a result, the IRS or a court could disagree with our position. In addition, although weintend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure youthat the nature of our operations, or the nature or composition of our income or assets, will not change in the future, or that we can avoid PFIC status in thefuture. 54 Table of ContentsIf the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. stockholders would face adverse U.S. federal income taxconsequences and certain information reporting requirements. Under the PFIC rules, unless those stockholders make an election available under the Code(which election could itself have adverse consequences for such stockholders, and which election may not be available if our common stock were to cease tobe listed on the NYSE), such stockholders would be liable to pay U.S. federal income tax at the then prevailing ordinary income tax rates, plus interest, uponexcess distributions and upon any gain from the disposition of their shares of common stock, as if the excess distribution or gain had been recognized ratablyover the stockholder’s holding period of the common stock. In addition, for each year during which we are treated as a PFIC and you actually orconstructively own our common stock you generally will be required to file IRS Form 8621 with your U.S. federal income tax return to report certaininformation concerning your ownership of our common stock. Please see the discussion under “Taxation—Material U.S. Federal Income Tax Considerations— Taxation of U.S. Holders of our Common Stock — Passive Foreign Investment Company Status.”Item 4. Information on the CompanyA. History and Development of the CompanyThe legal and commercial name of the Company is Navios Maritime Holdings Inc. The Company’s office and principal place of business islocated at 7 Avenue de Grande Bretagne, Office 11B2, Monte Carlo, MC 98000 Monaco, and its telephone number is (011) + (377) 9798-2140. TheCompany is a corporation incorporated under the BCA and the laws of the Republic of the Marshall Islands. Trust Company of the Marshall Islands, Inc.serves as the Company’s agent for service of process, and the Company’s registered address, as well as address of its agent for service of process, is TrustCompany Complex, Ajeltake Island P.O. Box 1405, Majuro, Marshall Islands MH96960.On August 25, 2005, pursuant to a Stock Purchase Agreement dated February 28, 2005, as amended, by and among ISE, Navios Holdings, and allthe shareholders of Navios Holdings, ISE acquired Navios Holdings through the purchase of all of the outstanding shares of common stock of NaviosHoldings. As a result of this acquisition, Navios Holdings became a wholly-owned subsidiary of ISE. In addition, on August 25, 2005, simultaneously withthe acquisition of Navios Holdings, ISE effected a reincorporation from the State of Delaware to the Republic of the Marshall Islands through a downstreammerger with and into its newly acquired wholly-owned subsidiary, whose name was and continued to be Navios Maritime Holdings Inc.The Company operates a fleet of owned Capesize, Panamax, Ultra Handymax and Handysize vessels and a fleet of time chartered Capesize,Panamax, Ultra Handymax and Handysize vessels that are employed to provide worldwide transportation of bulk commodities. Navios Holdings is a global,vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of dry bulk commodities including iron ore, coaland grain. For over 60 years, Navios Holdings has had in-house technical ship management expertise that has worked with producers of raw materials,agricultural traders and exporters, industrial end-users, ship owners and charterers.Navios LogisticsNavios Logistics is one of the largest logistics companies in the Hidrovia region of South America, focusing on the Hidrovia river system, themain navigable river system in the region, and on cabotage trades along the eastern coast of South America. Navios Logistics is focused on providing itscustomers integrated transportation, storage and related services through its port facilities, its large, versatile fleet of dry and liquid cargo barges and itsproduct tankers. Navios Logistics serves the needs of a number of growing South American industries, including mineral and grain commodity providers aswell as users of refined petroleum products.On January 1, 2008, pursuant to a share purchase agreement, Navios Holdings contributed cash, and the authorized capital stock of its wholly-owned subsidiary CNSA in exchange for the issuance and delivery of 63.8% of Navios Logistics’ outstanding stock. Navios Logistics acquired all ownershipinterests in the Horamar 55 Table of ContentsGroup (“Horamar”) in exchange for cash, and the issuance of 36.2% of Navios Logistics’ outstanding stock. As of December 31, 2015, Navios Holdings owns63.8% of Navios Logistics.Affiliates (not consolidated under Navios Holdings)Navios PartnersNavios Partners (NYSE:NMM) is an international owner and operator of dry cargo vessels and is engaged in the seaborne transportation servicesof a wide range of dry cargo commodities including iron ore, coal, grain, fertilizer and also containers, chartering its vessels under medium to long-termcharters.On August 7, 2007, Navios Holdings formed Navios Partners under the laws of Marshall Islands. Navios GP L.L.C., or the general partner, awholly-owned subsidiary of Navios Holdings, was also formed on that date to act as the general partner of Navios Partners and received a 2.0% generalpartner interest in Navios Partners.On or prior to the closing of Navios Partners’ initial public offering, or IPO, in November 2007, Navios Holdings entered into certain agreementswith Navios Partners: (a) a management agreement with Navios Partners pursuant to which Navios Shipmanagement Inc. (the “Manager”) , a wholly-ownedsubsidiary of Navios Holdings, provides Navios Partners with commercial and technical management services; (b) an administrative services agreement withthe Manager pursuant to which the Manager provides Navios Partners administrative services; and (c) an omnibus agreement with Navios Partners,governing, among other things, when Navios Partners and Navios Holdings may compete against each other as well as rights of first offer on certain dry bulkcarriers.Since the formation of Navios Partners, Navios Holdings sold in total ten vessels to Navios Partners (the Navios Hope, the Navios Apollon, theNavios Hyperion, the Navios Aurora II, the Navios Fulvia, the Navios Melodia, the Navios Pollux, the Navios Luz, the Navios Orbiter and the Navios BuenaVentura) and also sold the rights of Navios Sagittarius to Navios Partners. All vessels were sold in exchange of cash and 5,601,920 common units of NaviosPartners in total. As of December 31, 2015, Navios Holdings’ interest in Navios Partners was 20.1% (including 2.0% general partner interest).Navios AcquisitionNavios Acquisition (NYSE:NNA) is an owner and operator of tanker vessels focusing in the transportation of petroleum products (clean anddirty) and bulk liquid chemicals.On July 1, 2008, Navios Acquisition completed its IPO. On May 28, 2010, Navios Acquisition consummated the vessel acquisition whichconstituted its initial business combination. Following such transaction, Navios Acquisition commenced its operations as an operating company. On thatdate, Navios Holdings acquired control over Navios Acquisition, and consequently concluded a business combination had occurred and consolidated theresults of Navios Acquisition from that date until March 30, 2011.On May 28, 2010, Navios Holdings entered into (a) a management agreement with Navios Acquisition pursuant to which Navios TankersManagement Inc. (the “Tankers Manager”) provides Navios Acquisition commercial and technical management services; (b) an administrative servicesagreement with the Tankers Manager pursuant to which the Tankers Manager provides Navios Acquisition administrative services and is in turn reimbursedfor reasonable costs and expenses; and (c) an omnibus agreement with Navios Acquisition and Navios Partners (the “Acquisition Omnibus Agreement”) inconnection with the closing of Navios Acquisition’s vessel acquisition, governing, among other things, competition and rights of first offer on certain typesof vessels and businesses.On March 30, 2011, Navios Holdings exchanged 7,676,000 shares of Navios Acquisition common stock it held for 1,000 shares of non-votingSeries C Convertible Preferred Stock of Navios Acquisition and had 45.0% of the voting power and 53.7% of the economic interest in Navios Acquisition,since the preferred stock is 56 Table of Contentsconsidered, in substance, common stock for accounting purposes. From March 30, 2011, Navios Acquisition has been considered as an affiliate entity ofNavios Holdings and not as a controlled subsidiary of the Company.In February, May and September 2013, Navios Acquisition completed multiple offerings, including registered direct offerings and privateplacements to Navios Holdings and certain members of the management of Navios Acquisition, Navios Partners and Navios Holdings. A total of 94,097,529shares were issued. As part of these offerings, Navios Holdings purchased in private placements an aggregate of 46,969,669 shares of Navios Acquisitioncommon stock for $160.0 million. In February 2014, Navios Acquisition completed a public offering of 14,950,000 shares of its common stock.As of December 31, 2015, Navios Holdings’ ownership of the outstanding voting stock of Navios Acquisition was 43.6% and its economicinterest in Navios Acquisition was 46.6%.Navios Europe INavios Europe I is engaged in the marine transportation industry through the ownership of five tanker and five container vessels.On October 9, 2013, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe I under the laws of Marshall Islandsand had economic interests of 47.5%, 47.5% and 5.0%, respectively. On December 18, 2013, Navios Europe I acquired ten vessels for aggregateconsideration consisting of (i) cash (which was funded with the proceeds of senior loan facilities (the “Senior Loans I”) of $120.4 million and loansaggregating to $10.0 million from Navios Holdings, Navios Acquisition and Navios Partners (in each case, in proportion to their economic interests in NaviosEurope I) (collectively, the “Navios Term Loans I”) and (ii) the assumption of a junior participating loan facility (the “Junior Loan I”). In addition to theNavios Term Loans, Navios Holdings, Navios Acquisition and Navios Partners also made available to Navios Europe I (in each case, in proportion to theireconomic interests in Navios Europe I) revolving loans of up to $24.1 million to fund working capital requirements (collectively, the “Navios RevolvingLoans I”). Effective November 2014, Navios Holdings, Navios Acquisition and Navios Partners have voting interest of 50%, 50% and 0%, respectively.Navios MidstreamNavios Midstream (NYSE: NAP) is a publicly traded master limited partnership which owns and operates very large crude oil tankers under long-term employment contracts.On October 13, 2014, Navios Acquisition formed Navios Midstream under the laws of the Marshall Islands. Navios Maritime Midstream PartnersGP LLC, or the Midstream General Partner, a wholly-owned subsidiary of Navios Acquisition, was also formed on that date to act as the general partner ofNavios Midstream and received a 2.0% general partner interest in Navios Midstream.As of December 31, 2015, and following the completion of the Navios Midstream’s IPO in November 2014 and the issuance of 1,592,920 ofSubordinated Series A Units to Navios Acquistion in June 2015, Navios Acquisition had 60.9% interest and Navios Holdings had indirect economic interestof 28.3% (through its ownership in Navios Acquisition) and no direct equity interest.On or prior to the closing of Navios Midstream’s IPO, Navios Holdings entered into certain agreements with Navios Midstream: (a) amanagement agreement with Navios Midstream pursuant to which the Tankers Manager, a wholly-owned subsidiary of Navios Holdings, provides NaviosMidstream with commercial and technical management services; (b) an administrative services agreement with the Tankers Manager pursuant to which theTankers Manager provides Navios Midstream administrative services; and (c) an omnibus agreement with Navios Midstream, Navios Acquisition and NaviosPartners, governing, among other things, when Navios Holdings, Navios Acquisition and Navios Partners may compete with Navios Midstream. 57 Table of ContentsAt the same time, Navios Holdings entered into an option agreement with Navios Acquisition, which expires on November 18, 2024, underwhich Navios Acquisition, which owns and controls Midstream General Partner, granted Navios Holdings the option to acquire a minimum of 25% of theoutstanding membership interests in Midstream General Partner, and the incentive distribution rights in Navios Midstream at fair value. As of December 31,2015, Navios Holdings had not exercised any part of that option.Navios Europe IINavios Europe II is engaged in the marine transportation industry through the ownership of seven dry bulkers and seven container vessels.On February 18, 2015, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe II under the laws of Marshall Islandsand had economic interests of 47.5%, 47.5% and 5.0%, respectively, and voting interests of 50%, 50% and 0%, respectively. From June 8, 2015 throughDecember 31, 2015, Navios Europe II acquired 14 vessels for aggregate consideration consisting of: (i) cash (which was funded with the proceeds of a $131.6million senior loan facility (the “Senior Loans II”) and loans aggregating to $14.0 million from Navios Holdings, Navios Acquisition and Navios Partners (ineach case, in proportion to their economic interests in Navios Europe II) (collectively, the “Navios Term Loans II”) and (ii) the assumption of a juniorparticipating loan facility (the “Junior Loan II”) with a face amount of $182.2 million and fair value of $99.1 million, at the acquisition date. In addition tothe Navios Term Loans II, Navios Holdings, Navios Acquisition and Navios Partners will also make available to Navios Europe II (in each case, in proportionto their economic interests in Navios Europe II) revolving loans up to $38.5 million to fund working capital requirements (collectively, the “NaviosRevolving Loans II”).B. Business overviewIntroductionNavios Holdings is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain. For over 60 years, Navios Holdings has had an in-house ship management expertise that has workedwith producers of raw materials, agricultural traders and exporters, industrial end-users, ship owners, and charterers. Navios Holdings’ current core fleet(excluding the Navios Logistics fleet), the average age of which is approximately 7.4 years, consists of a total of 61 vessels, aggregating approximately6.3 million dwt. Navios Holdings owns 13 Capesize vessels (169,000-182,000 dwt), 14 modern Ultra Handymax vessels (50,000-59,000 dwt), 12 Panamaxvessels (74,000-85,000 dwt) and one Handysize vessel. It also time charters-in and operates a fleet of four Ultra Handymax, one Handysize, nine Panamax,and seven Capesize vessels under long-term time charters, 17 of which are currently in operation, with the remaining four newbuilding charter-in vesselsscheduled for delivery on various dates through the fourth quarter of 2016 and 2017. Navios Holdings has options to acquire all of the 21 time chartered-invessels (on one of which Navios Holdings holds an initial 50% purchase option).Navios Holdings also offers commercial and technical management services to the fleets of Navios Partners, Navios Acquisition, NaviosMidstream, Navios Europe I and Navios Europe II. Navios Partners’ fleet is comprised of 12 Panamax vessels, eight Capesize vessels, three Ultra-Handymaxvessels and eight container vessels. In each of October 2013, August 2014, February 2015, and January 2016 the Company amended its existing managementagreement with Navios Partners to fix the fees for ship management services of its owned fleet at: (i) $4,100 daily rate per Ultra-Handymax vessel; (ii) $4,200daily rate per Panamax vessel; (iii) $5,250 daily rate per Capesize vessel; (iv) $6,700 daily rate per container vessel of TEU 6,800; (v) $7,400 daily rate percontainer vessel of more than TEU 8,000; and (vi) $8,750 daily rate per very large container vessel of more than TEU 13,000 through December 31, 2017.Drydocking expenses under this agreement will be reimbursed by Navios Partners at cost at occurrence. Navios Acquisition’s fleet is comprised of 30 tankersand 8 VLCC vessels. In May 2014, the Company extended the duration of its existing management agreement with Navios Acquisition until May 2020 andfixed the fees for ship management services of Navios Acquisition’s owned fleet for two 58 Table of Contentsadditional years through May 2016 at: (i) $6,000 daily rate per owned MR2 product tanker and chemical tanker vessel; (ii) $7,000 daily rate per owned LR1product tanker vessel; and (iii) $9,500 daily rate per VLCC vessel. Drydocking expenses under this agreement will be reimbursed by Navios Acquisition atcost at occurrence. Navios Midstream’s fleet is comprised of six VLCC vessels and Navios Holdings receives a daily management fee of $9,500 per VLCCvessel. Drydocking expenses under this agreement will be reimbursed by Navios Midstream at cost at occurrence. Navios Europe I’s fleet is comprised of fivetankers and five container vessels and management fees and drydocking expenses under the management agreement will be reimbursed at cost at occurrence.Navios Europe II’s fleet is comprised of seven dry bulker and seven container vessels and management fees and drydocking expenses under the managementagreement will be reimbursed at cost at occurrence.Navios Holdings’ strategy and business model focuses on: • Operation of a high quality, modern fleet. Navios Holdings owns and charters-in a modern, high quality fleet, having an average age ofapproximately 7.4 years that provides numerous operational advantages including more efficient cargo operations, lower insurance andvessel maintenance costs, higher levels of fleet productivity, and an efficient operating cost structure. • Pursuing an appropriate balance between vessel ownership and a long-term chartered-in fleet. Navios Holdings controls, through acombination of vessel ownership and long-term time chartered vessels, approximately 6.3 million dwt in tonnage, making NaviosHoldings one of the largest independent dry bulk operators in the world. Navios Holdings’ ability, through its long-standingrelationships with various shipyards and trading houses, to charter-in vessels allows it to control additional shipping capacity withoutthe capital expenditures required by new vessel acquisition. In addition, having purchase options on all of the 21 time chartered vessels(including those to be delivered) permits Navios Holdings to determine when is the most commercially opportune time to own or charter-in vessels. Navios Holdings intends to monitor developments in the sales and purchase market to maintain the appropriate balancebetween owned and long-term time chartered vessels. • Capitalize on Navios Holdings’ established reputation. Navios Holdings believes its reputation and commercial relationships enable itto obtain favorable long-term time charters, enter into the freight market and increase its short-term tonnage capacity to complement thecapacity of its core fleet, as well as to obtain access to cargo freight opportunities through COA arrangements not readily available toother industry participants. This reputation has also enabled Navios Holdings to obtain vessel acquisition terms as reflected in thepurchase options contained in some of its long-term charters. • Utilize industry expertise to take advantage of market volatility. The dry bulk shipping market is cyclical and volatile. Navios Holdingsuses its experience in the industry, sensitivity to trends, and knowledge and expertise as to risk management and FFAs to hedge against,and in some cases, to generate profit from, such volatility. • Maintain customer focus and reputation for service and safety. Navios Holdings is recognized by its customers for the high quality of itsservice and safety record. Navios Holdings’ high standards for performance, reliability, and safety provide Navios Holdings with anadvantageous competitive profile. • Enhance vessel utilization and profitability through a mix of spot charters, time charters, and COAs and strategic backhaul andtriangulation methods. Specifically, this strategy is implemented as follows: • The operation of voyage charters or spot fixtures for the carriage of a single cargo from load port to discharge port; • The operation of time charters, whereby the vessel is hired out for a predetermined period but without any specification as tovoyages to be performed, with the ship owner being responsible for operating costs and the charterer for voyage costs; 59 Table of Contents • The use of COAs, under which Navios Holdings contracts to carry a given quantity of cargo between certain load and dischargeports within a stipulated time frame, but does not specify in advance which vessels will be used to perform the voyages; and • The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels andminimizing the days its vessels are off-hire. At 98.6% as of December 31, 2015, Navios Holdings believes that it has one of thehighest fleet utilization rates in the industry.In addition, Navios Holdings attempts, through selecting COAs on what would normally be backhaul or ballast legs, to enhance vesselutilization and, hence, profitability. In such cases, the cargoes are used to position vessels at or near major loading areas (such as the Gulf of Mexico) wherespot cargoes can readily be obtained. This reduces ballast time as a percentage of the round voyage. This strategy is referred to as triangulation.Navios Holdings is one of relatively few major owners and operators of this type in the dry bulk market, and has vast experience in this area. Inrecent years, it has further raised the commercial sophistication of its business model by using market intelligence derived from its risk managementoperations and, specifically, its freight derivatives hedging desk, to make more informed decisions regarding the management of its fleet.Competitive AdvantagesControlling approximately 6.3 million dwt (excluding Navios Logistics) in dry bulk tonnage, Navios Holdings is one of the largest independentdry bulk operators in the world. Management believes that Navios Holdings occupies a competitive position within the industry in that its reputation in theglobal dry bulk markets permits it to enter into at any time, and take on spot, medium or long-term freight commitments, depending on its view of futuremarket trends. In addition, many long-term charter deals may be brought to the attention of Navios Holdings prior to even being quoted in the open market.Even in the open market, Navios Holdings’ solid reputation allows it to take in large amounts of tonnage on a short, medium, or long-term basis on very shortnotice. This ability is possessed by relatively few ship owners and operators, and is a direct consequence of Navios Holdings’ market reputation for reliabilityin the performance of its obligations in each of its roles as a ship owner, COA operator, and charterer. Navios Holdings, therefore, has much greater flexibilitythan a traditional ship owner or charterer to quickly go “long” or “short” relative to the dry bulk markets.Navios Holdings’ long involvement and reputation for reliability in the Asian Pacific region have also allowed it to develop privilegedrelationships with many of the largest trading houses in Japan, such as Marubeni Corporation and Mitsui & Co. Through these institutional relationships,Navios Holdings has obtained long-term charter-in deals, with options to extend time charters and options to purchase the majority of the vessels. Through itsestablished reputation and relationships, Navios Holdings has had access to opportunities not readily available to most other industry participants who lackNavios Holdings’ brand recognition, credibility, and track record.In addition to its long-standing reputation and flexible business model, management believes that Navios Holdings is well-positioned in the drybulk market on the basis of the following factors: • A high-quality, modern fleet of vessels that provides a variety of operational advantages, such as lower insurance premiums, higher levelsof productivity, and efficient operating cost structures, as well as a competitive advantage over owners of older fleets, especially in thetime charter market, where age, fuel economy and quality of a vessel are of significant importance in competing for business; • A core fleet which has been chartered-in (some through 2026, assuming minimum available charter extension periods are exercised) onterms generally that allow Navios Holdings to charter-out the vessels at an attractive spread during strong markets and to weather downcycles in the market while maintaining low costs; 60 Table of Contents • Strong commercial relationships with both freight customers and Japanese trading houses and ship owners, providing Navios Holdingswith access to future attractive long-term time charters on newbuildings with valuable purchase options; • Strong in-house technical management team who oversee every step of technical management, from the construction of the vessels tosubsequent shipping operations throughout the life of a vessel, including the superintendence of maintenance, repairs and drydocking,providing efficiency and transparency in Navios Holdings’ owned fleet operations; • Visibility into worldwide commodity flows through its physical shipping operations and port terminal operations in South America; and • An experienced management team with a strong track record of operational experience and a strong brand having a well establishedreputation for reliability and performance.Management intends to maintain and build on these qualitative advantages, while at the same time continuing to benefit from Navios Holdings’reputation. 61 Table of ContentsShipping OperationsNavios Holdings’ Fleet. Navios Holdings controls a core fleet of 40 owned vessels and 21 chartered-in vessels (all of which have purchaseoptions). The average age of the operating fleet is 7.4 years.Owned Fleet. Navios Holdings owns and operates a fleet comprised of 14 modern Ultra Handymax vessels, 13 Capesize vessels, 12 Panamaxvessels and one Handysize vessel.Owned Vessels Vessel Name Vessel Type Year Built Deadweight(in metric tons) Navios Serenity Handysize 2011 34,690 Navios Ionian Ultra Handymax 2000 52,067 Navios Horizon Ultra Handymax 2001 50,346 Navios Herakles Ultra Handymax 2001 52,061 Navios Achilles Ultra Handymax 2001 52,063 Navios Vector Ultra Handymax 2002 50,296 Navios Meridian Ultra Handymax 2002 50,316 Navios Mercator Ultra Handymax 2002 53,553 Navios Arc Ultra Handymax 2003 53,514 Navios Hios Ultra Handymax 2003 55,180 Navios Kypros Ultra Handymax 2003 55,222 Navios Astra Ultra Handymax 2006 53,468 Navios Ulysses Ultra Handymax 2007 55,728 Navios Celestial Ultra Handymax 2009 58,063 Navios Vega Ultra Handymax 2009 58,792 Navios Magellan Panamax 2000 74,333 Navios Star Panamax 2002 76,662 Navios Northern Star Panamax 2005 75,395 Navios Amitie Panamax 2005 75,395 Navios Taurus Panamax 2005 76,596 Navios Asteriks Panamax 2005 76,801 Navios Galileo Panamax 2006 76,596 N Amalthia Panamax 2006 75,318 N Bonanza Panamax 2006 76,596 Navios Avior Panamax 2012 81,355 Navios Centaurus Panamax 2012 81,472 Navios Sphera Panamax 2016 84,872 Navios Stellar Capesize 2009 169,001 Navios Bonavis Capesize 2009 180,022 Navios Happiness Capesize 2009 180,022 Navios Phoenix Capesize 2009 180,242 Navios Lumen Capesize 2009 180,661 Navios Antares Capesize 2010 169,059 Navios Etoile Capesize 2010 179,234 Navios Bonheur Capesize 2010 179,259 Navios Altamira Capesize 2011 179,165 Navios Azimuth Capesize 2011 179,169 Navios Ray Capesize 2012 179,515 Navios Gem Capesize 2014 181,336 Navios Mars Capesize 2016 181,259 62 Table of ContentsLong-Term Fleet. In addition to the 40 owned vessels, Navios Holdings controls a fleet of seven Capesize, nine Panamax, four Ultra Handymax,and one Handysize vessels under long-term time charters, having an average age of approximately 3.8 years. Of the 21 chartered-in vessels, 17 are currently inoperation and four are scheduled for delivery at various times through 2016 and 2017, as set forth in the following table:Long-term Chartered-in Fleet in Operation Vessel Name Vessel Type YearBuilt Deadweight(in metric tons) PurchaseOption(1)Navios Lyra Handysize 2012 34,718 Yes(2)Navios Primavera Ultra Handymax 2007 53,464 YesNavios Oriana Ultra Handymax 2012 61,442 YesNavios Mercury Ultra Handymax 2013 61,393 YesNavios Venus Ultra Handymax 2015 61,339 YesNavios Aldebaran Panamax 2008 76,500 YesNavios Marco Polo Panamax 2011 80,647 YesNavios Southern Star Panamax 2013 82,224 YesSea Victory Panamax 2014 77,095 YesNavios Sky Panamax 2015 82,056 YesNavios Amber Panamax 2015 80,994 YesBeaufiks Capesize 2004 180,310 YesKing Ore Capesize 2010 176,800 YesNavios Koyo Capesize 2011 181,415 YesNavios Obeliks Capesize 2012 181,415 YesDream Canary Capesize 2015 181,528 YesDream Coral Capesize 2015 181,249 YesLong-term Chartered-in Fleet to be Delivered Vessels VesselType DeliveryDate Deadweight(in metric tons) PurchaseOptionNavios Coral Panamax Q4 2016 84,000 YesNavios Felix Capesize Q4 2016 180,000 YesNavios Citrine Panamax Q1 2017 81,000 YesNavios Dolphin Panamax Q1 2017 81,000 Yes (1)Generally, Navios Holdings may exercise its purchase option after three to five years of service.(2)Navios Holdings holds the initial 50% purchase option on the vessel.Many of Navios Holdings’ current long-term chartered-in vessels are chartered from ship owners with whom Navios Holdings has long-standingrelationships. Navios Holdings pays these ship owners daily rates of hire for such vessels, and then charters out these vessels to other parties, who pay NaviosHoldings a daily rate of hire. Navios Holdings also enters into COAs pursuant to which Navios Holdings has agreed to carry cargoes, typically for industrialcustomers, who export or import dry bulk cargoes. Further, Navios Holdings enters into spot market voyage contracts, where Navios Holdings is paid a rateper ton to carry a specified cargo from point A to point B.Short-Term Fleet: Navios Holdings’ “short-term fleet” is comprised of Capesize, Panamax and Ultra Handymax vessels chartered-in for durationof less than 12 months. The number of short-term vessels varies from time to time. 63 Table of ContentsExercise of Vessel Purchase OptionsNavios Holdings has executed several purchase options comprising of six Ultra Handymax, six Panamax and one Capesize vessels. The NaviosMeridian, Navios Mercator, Navios Arc, Navios Galaxy I, Navios Magellan, Navios Horizon, Navios Star, Navios Hyperion, Navios Orbiter, Navios Hope,Navios Fantastiks, Navios Vector and Navios Astra were delivered on various dates from November 30, 2005 until February 21, 2011. Navios Holdingscurrently has options to acquire all of the 17 chartered-in vessels currently in operation and all of the four long-term chartered-in vessels on order (on one ofthe 21 purchase options Navios Holdings holds a 50% initial purchase option).Commercial Ship Management: Commercial management of Navios Holdings’, Navios Partners, Navios Acquisition’s, Navios Midstream’s,Navios Europe I’s and Navios Europe II’s fleet involves identifying and negotiating charter party employment for the vessels. In addition to its internalcommercial ship management capabilities, Navios Holdings uses the services of a related party, Acropolis Chartering & Shipping Inc. (“Acropolis”), based inPiraeus, as well as numerous third-party charter brokers, to solicit, research, and propose charters for its vessels. Charter brokers research and negotiate withdifferent charterers, and propose charters to Navios Holdings for cargoes suitable for carriage by Navios Holdings’, Navios Partners, Navios Acquisition’s,Navios Midstream’s, Navios Europe I’s and Navios Europe II’s vessels. Navios Holdings then evaluates the employment opportunities available for each typeof vessel and arranges cargo and country exclusions, bunkers, loading and discharging conditions, and demurrage.Technical Ship Management: Navios Holdings provides, through its subsidiaries, Navios Shipmanagement Inc. and Navios TankersManagement Inc., technical ship management and maintenance services to its owned vessels and has also provided such services to Navios Partners’, NaviosAcquisition’s, Navios Midstream’s, Navios Europe I’s and Navios Europe II’s vessels under the terms of the management agreements between the parties.Based in Piraeus, Greece, Monaco and Singapore, this operation is run by experienced professionals who oversee every step of technical management, fromthe construction of the vessels to subsequent shipping operations throughout the life of a vessel, including the superintendence of maintenance, repairs anddrydocking.Operation of the Fleet: The operations departments supervise the post-fixture business of the vessels in Navios Holdings’, Navios Partners,Navios Acquisition’s, Navios Midstream’s, Navios Europe I’s and Navios Europe II’s fleet (i.e., once the vessel is chartered and being employed) bymonitoring their daily positions to ensure that the terms and conditions of the charters are being fulfilled.Financial Risk Management: Navios Holdings actively engages in assessing financial risks associated with fluctuating future freight rates, dailytime charter hire rates, fuel prices, credit risks, interest rates and foreign exchange rates. Financial risk management is carried out under policies approved andguidelines established by the Company’s executive management. • Freight Rate Risk. Navios Holdings may use FFAs to manage and mitigate its risk to its freight market exposures in shipping capacityand freight commitments and respond to fluctuations in the dry bulk shipping market by augmenting its overall long or short position.These FFAs settle monthly in cash on the basis of publicly quoted indices, not physical delivery. These instruments typically coverperiods from one month to one year, and are based on time charter rates or freight rates on specific quoted routes. Navios Holdings mayenter into these FFAs through over-the-counter transactions and over LCH, the London Clearing House. Navios Holdings’ FFA tradingpersonnel work closely with the chartering group to ensure that the most up-to-date information is incorporated into the Company’scommercial ship management strategy and policies. See “Risk Factors — Risks Associated with the Shipping Industry and Our Dry bulkOperations — Trading and complementary hedging activities in freight, tonnage and FFAs subject us to trading risks, and we may suffertrading losses which could adversely affect our financial condition and results of operations” for additional detail on the financialimplications, and risks of our use of FFAs. 64 Table of Contents • Credit Risk. Navios Holdings closely monitors its credit exposure to charterers and FFAs counterparties. Navios Holdings has establishedpolicies to ensure that contracts are entered into with counterparties that have appropriate credit history. Counterparties and cashtransactions are limited to high quality credit collateralized corporations and financial institutions. Most importantly, Navios Holdingshas guidelines and policies that are designed to limit the amount of credit exposure. • Interest Rate Risk. Navios Holdings may use from time to time interest rate swap agreements to reduce exposure to fluctuations in interestrates. These instruments allow Navios Holdings to raise long-term borrowings at floating rates and swap them into fixed rates. Althoughthese instruments are intended to minimize the anticipated financing costs and maximize gains for Navios Holdings that may be set offagainst interest expense, they may also result in losses, which would increase financing costs. Currently, Navios Holdings holds nointerest rate swap contracts. See also item 11 “Quantitative and Qualitative Disclosures about Market Risks — Interest Rate Risk.” • Foreign Exchange Risk. Although Navios Holdings’ revenues are U.S. dollar-based, 24.4% of its expenses, related to its Navios Logisticssegment, are in Uruguayan pesos, Argentinean pesos, Paraguayan Guaranies and Brazilian Reales and 10.1% of its expenses related tooperation of its Greek, Belgian and Monaco offices, are in Euros. Navios Holdings monitors its Euro, Argentinean Peso, Uruguayan Peso,Paraguayan Guarani and Brazilian Real exposure against long-term currency forecasts and enters into foreign currency contracts whenconsidered appropriate.CustomersDry bulk Vessel OperationsThe international dry bulk shipping industry is highly fragmented and, as a result, there are numerous charterers. Navios Holdings’ assessment ofa charterer’s financial condition and reliability is an important factor in negotiating employment of its vessels. Navios Holdings generally charters its vesselsto major trading houses (including commodities traders), major producers and government-owned entities. Navios Holdings’ customers under charter parties,COAs, and its counterparties under FFAs, include national, regional and international companies, such as Cargill International S.A., GIIC, Louis DreyfusCommodities, Oldendorff Carriers, Swiss Marine, Rio Tinto and Mansel Ltd. For the year ended December 31, 2015, one customer accounted for 15.1% of theCompany’s revenue. For the year ended December 31, 2014, one customer accounted for 11.9% of the Company’s revenue and for the year endedDecember 31, 2013, none of the Company’s customers accounted for more than 10% of the Company’s revenue.Logistics Business OperationsCustomers of Navios Logistics include affiliates of Archer Daniels Midland Company (“ADM”), Axion Energy, Bunge, Cargill, Glencore, LouisDreyfus, Petrobras, Petropar (the national oil company of Paraguay), Shell, Vale, Vitol and YPF. In its dry port facility in Uruguay, Navios Logistics has beenserving three of its key global customers, ADM, Cargill and Louis Dreyfus, for more than 17 years on average. In its liquid port facility, liquid bargetransportation and cabotage business, Navios Logistics has had long-term relationships with its global petroleum customers for more than 13 years onaverage (such as Axion Energy, Petrobras Group, YPF and Shell). In its dry barge business, Navios Logistics started its relationship with Vale in 2008 for ironore transportation and has signed new contracts since then. Navios Logistics is committed to providing quality logistics services for its customers and furtherdeveloping and maintaining its long-term relationships.Concentrations of credit risk with respect to accounts receivables are limited due to Navios Logistics’ large number of customers, who areestablished international operators and have an appropriate credit history. Due to these factors, management believes that no additional credit risk beyondamounts provided for collection losses is inherent in its trade receivables. For the year ended December 31, 2015, Navios Logistics’ two largest customers,Vale and Cammessa, accounted for 27.8% and 12.9% of its revenues, respectively, and Navios Logistics’ five largest customers accounted for approximately61.7% of its revenues. For the year ended 65 Table of ContentsDecember 31, 2014, Navios Logistics’ three largest customers, Vale, Cammessa and Axion Energy, accounted for 22.8%, 13.8% and 10.7% of its revenues,respectively, and Navios Logistics’ five largest customers accounted for approximately 60.3% of its revenues. For the year ended December 31, 2013, NaviosLogistics’ two largest customers, Vale and Petropar, accounted for 18.5% and 10.7% of its revenues, respectively, and Navios Logistics’ five largestcustomers accounted for approximately 56.4% of its revenues.CompetitionThe dry bulk shipping markets are extensive, diversified, competitive and highly fragmented, divided among approximately 1,775 independentdry bulk carrier owners. The world’s active dry bulk fleet consists of approximately 10,700 vessels, aggregating approximately 776 million dwt as ofDecember 31, 2015. As a general principle, the smaller the cargo carrying capacity of a dry bulk carrier, the more fragmented is its market, both with regard tocharterers and vessel owner/operators. Even among the larger dry bulk owners and operators, whose vessels are mainly in the larger sizes, only four companiesare known to have fleets of 100 vessels or more after the merger of the two largest Chinese shipping companies, China Ocean Shipping and China ShippingGroup into China COSCO Shipping. The other three are the largest Japanese shipping companies, Mitsui O.S.K. Lines, Kawasaki Kisen and Nippon YusenKaisha. There are about 45 owners known to have fleets of between 30 and 100 vessels. However, vessel ownership is not the only determinant of fleetcontrol. Many owners of bulk carriers charter their vessels out for extended periods, not just to end users (owners of cargo), but also to other owner/operatorsand to tonnage pools. Such operators may, at any given time, control a fleet many times the size of their owned tonnage. Navios Holdings is one suchoperator; others include Cargill, Pacific Basin Shipping, Bocimar, Zodiac Maritime, Louis Dreyfus/Cetragpa, Cobelfret, Torvald Klaveness and Swiss Marine.It is likely that we will face substantial competition for long-term charter business from a number of experienced companies. Many of thesecompetitors will have significantly greater financial resources than we do. It is also likely that we will face increased numbers of competitors entering into ourtransportation sectors, including in the dry bulk sector. Many of these competitors have strong reputations and extensive resources and experience. Increasedcompetition may cause greater price competition, especially for long-term charters.Navios LogisticsNavios Logistics is one of the largest logistics providers in the Hidrovia region of South America. Navios Logistics believes its ownership ofriver ports, including its port terminal in Uruguay that provides access to the ocean, allows it to offer a logistics solution superior to its competitors that alsooperate barges and pushboats. Navios Logistics also competes based on reliability, efficiency and price.With respect to loading, storage and ancillary services, the market is divided between transits and exports, depending on the cargo origin. In thecase of transits there are other companies operating in the river system that are able to offer services similar to Navios Logistics. However, most of thesecompanies are proprietary service providers that are focused on servicing their own cargo. Unlike these companies, Navios Logistics is an independentservice provider in the market for transits. With respect to exports, its competitors are Montevideo Port in Montevideo and Ontur in Nueva Palmira, neither ofwhich has storage, and TGU in Nueva Palmira. The main competitor of its liquid port terminal in Paraguay is Petropar, a Paraguayan state-owned entity. Othercompetitors include Copetrol and Petrobras, which are also customers of Navios Logistics’ port.Navios Logistics faces competition in its barge and cabotage businesses with transportation of oil and refined petroleum products from otherindependent ship owners and from vessel operators who primarily charter vessels to meet their cargo carrying needs. Key competitors include UltrapetrolBahamas Ltd. and Fluviomar. In addition, some of Navios Logistics’ customers, including ADM, Cargill, Louis Dreyfus and Vale, have some of their owndedicated barge capacity, which they can use to transport cargo in lieu of hiring a third party. Navios Logistics also competes indirectly with other forms ofland-based transportation such as truck and rail. Competition is primarily based on prevailing market contract rates, vessel location and vessel managerknow- 66 Table of Contentshow, reputation and credibility. These companies and other smaller entities are regular competitors of Navios Logistics in its primary tanker trading areas.Navios Logistics believes that its ability to combine its ports in Uruguay and Paraguay with its versatile fleet of barges, pushboats and tankers tooffer integrated, end-to-end logistics solutions for both its dry and liquid customers seeking to transport mineral and grain commodities and liquid cargoesthrough the Hidrovia region has allowed Navios Logistics to differentiate its business and offer superior services compared to its competitors.Intellectual PropertyWe consider NAVIOS to be our proprietary trademark, service mark and trade name. We hold several U.S. and E.U. trademark registrations for ourproprietary logos and the domain name registration for our website.Governmental and Other RegulationsSources of Applicable Rules and Standards: Shipping is one of the world’s most heavily regulated industries, and, in addition, it is subject tomany industry standards. Government regulation significantly affects the ownership and operation of vessels. These regulations consist mainly of rules andstandards established by international conventions, but they also include national, state, and local laws and regulations in force in jurisdictions where vesselsmay operate or are registered, and which are commonly more stringent than international rules and standards. This is the case particularly in the United Statesand, increasingly, in Europe.A variety of governmental and private entities subject vessels to both scheduled and unscheduled inspections. These entities include local portauthorities (the U.S. Coast Guard, harbor masters or equivalent entities), classification societies, flag state administration (country vessel of registry), andcharterers, particularly terminal operators. Certain of these entities require vessel owners to obtain permits, licenses, and certificates for the operation of theirvessels. Failure to maintain necessary permits or approvals could require a vessel owner to incur substantial costs or temporarily suspend operation of one ormore of its vessels.Heightened levels of environmental and quality concerns among insurance underwriters, regulators, and charterers continue to lead to greaterinspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmentalconcerns have created a demand for vessels that conform to stricter environmental standards. Vessel owners are required to maintain operating standards forall vessels that will emphasize operational safety, quality maintenance, continuous training of officers and crews and compliance with U.S. and internationalregulations.International Environmental Regulations: The International Maritime Organization (“IMO”) has adopted a number of internationalconventions concerned with ship safety and with preventing, reducing or controlling pollution from ships. These fall into two main categories, consistingfirstly of those concerned generally with ship safety standards, and secondly of those specifically concerned with measures to prevent pollution.Ship Safety Regulation: In the former category the primary international instrument is the Safety of Life at Sea Convention of 1974, as amended,or SOLAS, together with the regulations and codes of practice that form part of its regime. Much of SOLAS is not directly concerned with preventingpollution, but some of its safety provisions are intended to prevent pollution as well as promote safety of life and preservation of property. These regulationshave been and continue to be regularly amended as new and higher safety standards are introduced with which we are required to comply.An amendment of SOLAS introduced the International Safety Management (ISM) Code, which has been effective since July 1998. Under theISM Code the party with operational control of a vessel is required to develop an extensive safety management system that includes, among other things, theadoption of a safety and 67 Table of Contentsenvironmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding toemergencies. The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidencescompliance by a vessel’s management with code requirements for a safety management system. No vessel can obtain a certificate unless its manager has beenawarded a document of compliance, issued by the flag state for the vessel, under the ISM Code. Noncompliance with the ISM Code and other IMOregulations, such as the mandatory ship energy efficiency management plan (“SEEMP”) which is akin to a safety management plan and came into effect onJanuary 1, 2013, may subject a ship owner to increased liability, may lead to decreases in available insurance coverage for affected vessels, and may result inthe denial of access to, or detention in, some ports. For example, the United States Coast Guard and European Union authorities have indicated that vesselsnot in compliance with the ISM Code will be prohibited from trading in ports in the United States and European Union.Another amendment of SOLAS, made after the terrorist attacks in the United States on September 11, 2001, introduced special measures toenhance maritime security, including the International Ship and Port Facilities Security Code (ISPS Code).Our owned fleet maintains ISM and ISPS certifications for safety and security of operations. In addition, the Manager voluntarily implements andmaintains certifications pursuant to the International Organization for Standardization, or ISO, for its office and ships covering both quality of services andenvironmental protection (ISO 9001 and ISO 14001, respectively).International Regulations to Prevent Pollution from Ships: In the second main category of international regulation, the primary instrument isthe International Convention for the Prevention of Pollution from Ships, or MARPOL, which imposes environmental standards on the shipping industry setout in Annexes I-VI of MARPOL. These contain regulations for the prevention of pollution by oil (Annex I), by noxious liquid substances in bulk (Annex II),by harmful substances in packaged forms within the scope of the International Maritime Dangerous Goods Code (Annex III), by sewage (Annex IV), bygarbage (Annex V), and by air emissions (Annex VI).These regulations have been and continue to be regularly amended as new and more stringent standards of pollution prevention are introducedwith which we are required to comply.For example, MARPOL Annex VI, together with the NOx Technical Code established thereunder, sets limits on sulphur oxide and nitrogenoxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. It also includes a globalcap on the sulphur content of fuel oil and allows for special areas to be established with more stringent controls on emissions. Originally adopted inSeptember 1997, Annex VI came into force in May 2005 and was amended in October 2008 (as was the NOx Technical Code) to provide for progressivelymore stringent limits on such emissions from 2010 onwards. The revised Annex VI provides, in particular, for a reduction of the global sulfur cap, initially to3.5% (from the previous cap of 4.5%), which came into effect on January 1, 2012, then progressively reducing to 0.50% effective from January 1, 2020,subject to a feasibility review to be completed no later than 2018 (regarding the availability of compliant fuel which could defer the requirement toJanuary 1, 2025); and the establishment of new tiers of stringent nitrogen oxide emissions standards for marine engines, depending on their date ofinstallation. We anticipate incurring costs in complying with these more stringent standards. At the 68th session of MEPC, in 2015, draft amendments toAnnex VI were approved for additional record requirements for operational compliance with NOx Tier III emission control areas, and are set for adoption atthe 69th session to be held in 2016.The revised Annex VI further allows for designation, in response to proposals from member parties, of Emission Control Areas (ECAs) thatimpose accelerated and/or more stringent requirements for control of sulfur oxide, particulate matter, and nitrogen oxide emissions. Thus far, ECAs have beenformally adopted for the Baltic Sea area (limits SOx emissions only); the North Sea area including the English Channel (limiting SOx emissions only) and theNorth American ECA (which came into effect on August 1, 2012 limiting SOx, NOx and particulate matter emissions). The United States Caribbean Sea ECAentered into force on January 1, 2013 and 68 Table of Contentshas been effective since January 1, 2014, limiting SOx, NOx and particulate matter emissions. For the currently-designated ECAs, much lower sulfur limits onfuel oil content are being phased in (0.1% from January 1, 2015). At its 66th Session, the MEPC adopted amendments (effective September 2015) to AnnexVI, regulation 13, regarding NOx and the date for the implementation of the “Tier III” standards within ECAs. These amendments provide, inter alia, that suchstandards, applicable on January 1, 2016, apply to marine diesel engines installed on ships which operate in the North American ECA or the U.S. CaribbeanSea ECA and to installed marine diesel engines which operate in other ECAs which might be designated in the future for Tier III NOx control. At its 68thsession, the MEPC requested that the IMO Secretariat begin a review by September 1, 2015 of the availability of fuel compliant with regulation 14 of AnnexVI (SOx and particulate matter), which requires sulfur content of fuel oil on board ships to be at or below 0.50% m/m by January 1, 2010. These morestringent fuel standards, when fully in effect, are expected to require measures such as fuel switching, vessel modification adding distillate fuel storagecapacity, or addition of exhaust gas cleaning scrubbers, to achieve compliance, and may require installation and operation of further control equipment atsignificantly increased cost.The revised Annex I to the MARPOL Convention entered into force in January 2007 incorporates various amendments to the MARPOLConvention and imposes construction requirements for oil tankers delivered on or after January 1, 2010. On August 1, 2007, Regulation 12A (an amendmentto Annex I) came into force imposing performance standards for accidental oil fuel outflow and required oil fuel tanks to be located inside the double-hull inall ships with an aggregate oil fuel capacity of 600 cubic meters and above, and which are delivered on or after August 1, 2010, including ships for which thebuilding contract is entered into on or after August 1, 2007 or, in the absence of a contract, for which keel is laid on or after February 1, 2008. We intend thatall of our newbuild tanker vessels, if any, will comply with Regulation 12A.Greenhouse Gas (“GHG”) Emissions: In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Changeentered into force. Pursuant to the Kyoto Protocol, adopting countries are required to implement national programs to reduce emissions of certain gases,generally referred to as greenhouse gases, which are suspected of contributing to global warming. Currently, the greenhouse gas emissions from internationalshipping do not come under the Kyoto Protocol.In December 2011, UN climate change talks took place in Durban and concluded with an agreement referred to as the Durban Platform forEnhanced Action. In preparation for the Durban Conference, the International Chamber of Shipping (“ICS”) produced a briefing document, confirming theshipping industry’s commitment to cut shipping emissions by 20% by 2020, with significant further reductions thereafter. The ICS called on the participantsin the Durban Conference to give the IMO a clear mandate to deliver emissions reductions through market-based measures, for example a shipping industryenvironmental compensation fund. Notwithstanding the ICS’ request for global regulation of the shipping industry, the Durban Conference did not result inany proposals specifically addressing the shipping industry’s role in climate change. The European Union announced in April 2007 that it planned to expandthe European Union emissions trading scheme by adding vessels, and a proposal from the European Commission was expected if no global regime forreduction of seaborne emissions had been agreed by the end of 2011. The Commission has, so far, stopped short of any such proposals to include emissionsfrom ships in the EU’s emissions trading scheme (ETS). However, on October 1, 2012, it announced that it would propose measures to monitor verify andreport on greenhouse-gas emissions from the shipping sector in early 2013.On June 28, 2013, the European Commission adopted a Communication setting out a strategy for progressively including greenhouse gasemissions from maritime transport in the EU’s policy for reducing its overall GHG emissions. The first step proposed by the Commission is an EU Regulationto an EU-wide system for the monitoring, reporting and verification of carbon dioxide emissions from large ships starting in 2018. The EU Regulation wasadopted on April 29, 2015 and took effect on July 1, 2015, with monitoring, reporting and verigfication requirement beginning on January 1, 2018. This EURegulation may be seen as indicative of an intention to maintain pressure on the international negotiating process. 69 Table of ContentsOther International Regulations to Prevent Pollution: In addition to MARPOL, other more specialized international instruments have beenadopted to prevent different types of pollution or environmental harm from ships. In February 2004, the IMO adopted an International Convention for theControl and Management of Ships’ Ballast Water and Sediments, or the BWM Convention. The BWM Convention’s implementing regulations call for aphased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits.The BWM Convention will not enter into force until 12 months after it has been adopted by 30 member-states, the combined merchant fleets ofwhich represent not less than 35% of the gross tonnage of the world’s merchant shipping. The number of member-states has already been met, and as of April19, 2016, the BWM Convention had 49 contracting states for 34.79% of world gross tonnage. Additional countries may ratify in 2016, which may cross the35% of world gross tonnage threshold, such that entry of the BWM Convention into force is anticipate in the foreseeable future and will likely result inadditional compliance costs. At the 68th session of MEPC, the committee approved of a “Roadmap for the implementation of the BWM Convention,” whichencourages early adopters of ballast water management systems approved in accordance with current BWM guidelines and provides protections frompenalties for those BWM systems installed according to current guidelines.European RegulationsEuropean regulations in the maritime sector are in general based on international law. However, since the Erika incident in 1999, the EuropeanCommunity has become increasingly active in the field of regulation of maritime safety and protection of the environment. It has been the driving forcebehind a number of amendments of MARPOL (including, for example, changes to accelerate the time-table for the phase-out of single hull tankers, and toprohibit the carriage in such tankers of heavy grades of oil), and if dissatisfied either with the extent of such amendments or with the time-table for theirintroduction it has been prepared to legislate on a unilateral basis. It should be noted, for instance, that the EU has its own regime as far as ship emissions areconcerned and while it does in some respects align with the IMO regime, this is not always the case. As far as sulfur dioxide emissions are concerned, forexample, the EU regulation has not just caught up with the IMO limits for sulfur in ECAs, but it continues to have certain elements that exceed IMOregulations (e.g. as of January 1, 2015, EU Member States must ensure that ships in the Baltic, the North Seam and the English Channel are using gas oilswith a sulfur content of no more than 0.10%).In some instances where it has done so, international regulations have subsequently been amended to the same level of stringency as thatintroduced in Europe, but the risk is well established that EU regulations may from time to time impose burdens and costs on ship owners and operatorswhich are additional to those involved in complying with international rules and standards.In some areas of regulation the EU has introduced new laws without attempting to procure a corresponding amendment of international law.Notably, it adopted in 2005 a directive on ship-source pollution, imposing criminal sanctions for pollution not only where this is caused by intent orrecklessness (which would be an offence under MARPOL), but also where it is caused by “serious negligence”. The directive could therefore result incriminal liability being incurred in circumstances where it would not be incurred under international law. Experience has shown that in the emotiveatmosphere often associated with pollution incidents, retributive attitudes towards ship interests have found expression in negligence being alleged byprosecutors and found by courts on grounds which the international maritime community has found hard to understand. Moreover, there is skepticism thatthe notion of “serious negligence” is likely to prove any narrower in practice than ordinary negligence. Criminal liability for a pollution incident could notonly result in us incurring substantial penalties or fines but may also, in some jurisdictions, facilitate civil liability claims for greater compensation thanwould otherwise have been payable.United States Environmental Regulations and Laws Governing Civil Liability for Pollution: Environmental legislation in the United Statesmerits particular mention as it is in many respects more onerous 70 Table of Contentsthan international laws, representing a high-water mark of regulation with which ship-owners and operators must comply, and of liability likely to be incurredin the event of non-compliance or an incident causing pollution.U.S. federal legislation, including notably the Oil Pollution Act of 1990, or OPA, establishes an extensive regulatory and liability regime for theprotection and cleanup of the environment from oil spills, including bunker oil spills from dry bulk vessels as well as cargo or bunker oil spills from tankers.OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in United States waters,which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone. Under OPA, vessel owners, operators and bareboatcharterers are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an actof God or an act of war) for all containment and clean-up costs and other damages arising from discharges or substantial threats of discharges, of oil from theirvessels. In addition to potential liability under OPA as the relevant federal legislation, vessel owners may in some instances incur liability on an even morestringent basis under state law in the particular state where the spillage occurred.Title VII of the Coast Guard and Maritime Transportation Act of 2004, or the CGMTA, amended OPA to require the owner or operator of any nontank vessel of 400 gross tons or more, that carries oil of any kind as a fuel for main propulsion, including bunkers, to prepare and submit a response plan foreach vessel on or before August 8, 2005. The vessel response plans must include detailed information on actions to be taken by vessel personnel to prevent ormitigate any discharge or substantial threat of such a discharge of ore from the vessel due to operational activities or casualties.OPA liability limits are periodically adjusted for inflation, and the U.S. Coast Guard issued a final rule on December 21, 2015 to reflect increasesin the Consumer Price Index. With this adjustment, OPA currently limits liability of the responsible party for single-hull tank vessels over 3,000 gross tons tothe greater of $3,500 per gross ton or $25.846 million (this amount is reduced to $7.05 million if the vessel is less than 3,000 gross tons), for tank vessels over3,000 gross tons other than a single-hull vessel, liability is limited to $2,200 per gross ton or $18.8 million (or $4.7 million for a vessel less than 3,000 grosstons), whichever is greater. For all other types of vessels, OPA currently limits liability of responsible parties to the greater of $1,100 per gross ton or $0.939million per vessel that is over 300 gross tons. Under the OPA, these liability limits do not apply if an incident was directly caused by violation of applicableUnited States Federal Safety, Construction or Operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsibleparty fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities.Under OPA, these limits of liability do not apply if an incident was directly caused by violation of applicable United States federal safety,construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to reportthe incident or to cooperate and assist in connection with oil removal activities.In response to the Deepwater Horizon incident in the Gulf of Mexico, in 2010 the U.S. Congress proposed, but did not adopt legislation toamend OPA to mandate stronger safety standards and increased liability and financial responsibility for offshore drilling operations. While Congressionalactivity on this topic is expected to continue to focus on offshore facilities rather than on vessels generally, it cannot be known with certainty what form anysuch new legislative initiatives may take.In addition, the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, which applies to the discharge ofhazardous substances (other than oil) whether on land or at sea, contains a similar liability regime and provides for cleanup, removal and natural resourcedamages. Liability under CERCLA is limited to the greater of $300 per gross ton or $0.5 million for vessels not carrying hazardous substances as cargo orresidue, unless the incident is caused by gross negligence, willful misconduct, or a violation of certain regulations, in which case liability is unlimited.Similarly, in response to the Deepwater Horizon incident, the European Union has issued Directive 2013/30/EU of the European Parliament andof the Council of June 12, 2013 on safety of offshore oil and gas 71 Table of Contentsoperations. The objective of this Directive is to reduce, as much as possible, the occurrence of major accidents relating to offshore oil and gas operations andto limit their consequences, thus increasing the protection of the marine environment and coastal economies against pollution, establishing minimumconditions for safe offshore exploration and exploitation of oil and gas, limiting possible disruptions to European Union indigenous energy production, andto improve the response mechanisms in case of an accident. Member states must implement the Directive by July 19, 2015. The UK has various new oramended regulations such as: the Offshore Petroleum Activities (Offshore Safety Directive) (Environmental Functions) Regulations 2015 (OSDEF), the 2015amendments to the Merchant Shipping (Oil Pollution Preparedness, Response and Cooperation Convention) Regulations 1998 (OPRC 1998) and otherenvironmental Directive requirements, specifically the Environmental Management System. The Offshore Petroleum Licensing (Offshore Safety Directive)Regulations 2015 will implement the licensing Directive requirements.We currently maintain, for each of our owned vessels, insurance coverage against pollution liability risks in the amount of $1.0 billion perincident. The insured risks include penalties and fines as well as civil liabilities and expenses resulting from accidental pollution. However, this insurancecoverage is subject to exclusions, deductibles and other terms and conditions. If any liabilities or expenses fall within an exclusion from coverage, or ifdamages from a catastrophic incident exceed the $1.0 billion limitation of coverage per incident, our cash flow, profitability and financial position could beadversely impacted.OPA requires owners and operators of all vessels over 300 gross tons, even those that do not carry petroleum or hazardous substances as cargo, toestablish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under OPA. The U.S. CoastGuard has implemented regulations requiring evidence of financial responsibility in the amount of $1,300 per gross ton, which includes the OPA limitationon liability of $1,000 per gross ton and the CERCLA liability limit of $300 per gross ton for vessels not carrying hazardous substances as cargo or residue.Under the regulations, vessel owners and operators may evidence their financial responsibility by showing proof of insurance, surety bond, self-insurance orguaranty. These limits are also periodically revised. We believe our insurance coverage as described above meets the requirements of OPA.Under OPA, an owner or operator of a fleet of vessels is required only to demonstrate evidence of financial responsibility in an amount sufficientto cover the vessel in the fleet having the greatest maximum liability under OPA. Under the self-insurance provisions, the ship owner or operator must have anet worth and working capital, measured in assets located in the United States against liabilities located anywhere in the world, that exceeds the applicableamount of financial responsibility. We have complied with the U.S. Coast Guard regulations by providing a certificate of responsibility from third partyentities that are acceptable to the U.S. Coast Guard evidencing sufficient self-insurance.The U.S. Coast Guard’s regulations concerning certificates of financial responsibility provide, in accordance with OPA, that claimants may bringsuit directly against an insurer or guarantor that furnishes certificates of financial responsibility. In the event that such insurer or guarantor is sued directly, itis prohibited from asserting any contractual defense that it may have had against the responsible party and is limited to asserting those defenses available tothe responsible party and the defense that the incident was caused by the willful misconduct of the responsible party. Certain organizations, which hadtypically provided certificates of financial responsibility under pre-OPA laws, including the major protection and indemnity organizations have declined tofurnish evidence of insurance for vessel owners and operators if they are subject to direct actions or required to waive insurance policy defenses. Thisrequirement may have the effect of limiting the availability of the type of coverage required by the Coast Guard and could increase our costs of obtaining thisinsurance as well as the costs of our competitors that also require such coverage.OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within theirboundaries, and some states’ environmental laws impose unlimited liability for oil spills. In some cases, states which have enacted such legislation have notyet issued implementing regulations defining vessels owners’ responsibilities under these laws. We intend to comply with all applicable state regulations inthe ports where our vessels call. 72 Table of ContentsThe United States Clean Water Act prohibits the discharge of oil or hazardous substances in U.S. navigable waters and imposes strict liability inthe form of penalties for unauthorized discharges. The Clean Water Act also imposes substantial liability for the costs of removal, remediation and damagesand complements the remedies available under CERCLA. The EPA regulates the discharge of ballast water and other substances incidental to the normaloperation of vessels in U.S. waters using a Vessel General Permit (VGP), system pursuant to the CWA, in order to combat the risk of harmful organisms thatcan travel in ballast water carried from foreign ports and to minimize the risk of water pollution through numerous specified effluent streams incidental to thenormal operation of vessels. Compliance with the conditions of the VGP is required for commercial vessels 79 feet in length or longer (other than commercialfishing vessels). On March 28, 2013, the EPA adopted the 2013 VGP which took effect on December 19, 2013. The 2013 VGP is valid for five years.This 2013 VGP imposes a numeric standard to control the release of non-indigenous invasive species in ballast water discharges. On October 5,2015, the U.S. Court of Appeals for the Second Circuit found the EPA was arbitrary and capricious in issuing the ballast water provisions of the VCP, findingthat the EPA failed to adequately explain why stricter technology-based effluent standards should not be applied. The court instructed the EPA to reconsiderthese issues but held the 2013 VCP remains in effect until the EPA addresses the issues. If the EPA establishes more stringent numeric standards for ballastwater discharges, we may incur costs to modify our vessels to comply with new standards. In addition, through the CWA certification provisions, that allowU.S. states to place additional conditions on the use of the VGP within state waters, a number of states have proposed or implemented a variety of stricterballast water requirements including, in some states, specific treatment standards. Compliance with new U.S. federal and state requirements could require theinstallation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements orprocedures at potentially substantial cost, and/or otherwise restrict our vessels from entering U.S. waters.The Federal Clean Air Act (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and otherair contaminants. Our vessels are subject to CAA vapor control and recovery standards (“VCS”) for cleaning fuel tanks and conducting other operations inregulated port areas, and to CAA emissions standards for so-called “Category 3” marine diesel engines operating in U.S. waters. In April 2010, EPA adoptedregulations implementing the provision of MARPOL Annex VI regarding emissions from Category 3 marine diesel engines. Under these regulations, bothU.S. and foreign-flagged ships must comply with the applicable engine and fuel standards of Annex VI, including the stricter North America ECA standardswhich took effect in August 2012, when they enter U.S. ports or operate in most internal U.S. waters including the Great Lakes. Annex VI requirements arediscussed in greater detail above under “International regulations to prevent pollution from ships.” We may incur costs to install control equipment on ourvessels to comply with the new standards.Also under the CAA, since 1990, the U.S. Coast Guard has regulated the safety of VCSs that are required under EPA and state rules. Our vesselsoperating in regulated port areas have installed VCSs that are compliant with EPA, state and U.S. Coast Guard requirements. On July 16, 2013, the U.S. CoastGuard adopted regulations that made its VCS requirements more compatible with new EPA and State regulations, reflected changes in VCS technology, andcodified existing U.S. Coast Guard guidelines. We intend to comply with all applicable state and U.S. federal regulations in the ports where our vessels call.International laws governing civil liability for oil pollution damageWe operate a fleet of dry cargo vessels that are subject to national and international laws governing pollution from such vessels. Severalinternational conventions impose and limit pollution liability from vessels. An owner of a tanker vessel carrying a cargo of “persistent oil” as defined by theCLC is subject under the convention to strict liability for any pollution damage caused in a contracting state by an escape or discharge from cargo or bunkertanks. This liability is subject to a financial limit calculated by reference to the tonnage of the ship, and the right to limit liability may be lost if the spill iscaused by the shipowner’s intentional or reckless conduct. Liability may also be incurred under the CLC for a bunker spill from the vessel even when she isnot carrying such cargo, but is in ballast. 73 Table of ContentsWhen a tanker is carrying clean oil products that do not constitute “persistent oil” that would be covered under the CLC, liability for any pollutiondamage will generally fall outside the CLC and will depend on other international conventions or domestic laws in the jurisdiction where the spillage occurs.The same principle applies to any pollution from the vessel in a jurisdiction which is not a party to the CLC. The CLC applies in over 100 jurisdictionsaround the world, but it does not apply in the United States, where the corresponding liability laws such as the OPA discussed above, are particularlystringent.In 2001, the IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, which imposesstrict liability on shipowners for pollution damage in jurisdictional waters of ratifying states caused by discharges of “bunker oil.” The Bunker Conventiondefines “bunker oil” as “any hydrocarbon mineral oil, including lubricating oil, used or intended to be used for the operation or propulsion of the ship, andany residues of such oil.” The Bunker Convention also requires registered owners of ships over a certain size to maintain insurance for pollution damage inan amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated inaccordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended, or the 1976 Convention). The Bunker Conventionentered into force on November 21, 2008, and as of February 11, 2016 had 81 contracting states. In other jurisdictions liability for spills or releases of oilfrom ships’ bunkers continues to be determined by the national or other domestic laws in the jurisdiction where the events or damages occur.Outside the United States, national laws generally provide for the owner to bear strict liability for pollution, subject to a right to limit liability underapplicable national or international regimes for limitation of liability. The most widely applicable international regime limiting maritime pollution liabilityis the 1976 Convention. Rights to limit liability under the 1976 Convention are forfeited where a spill is caused by a shipowners’ intentional or recklessconduct. Some states have ratified the 1996 LLMC Protocol to the 1976 Convention, which provides for liability limits substantially higher than those setforth in the 1976 Convention to apply in such states. Finally, some jurisdictions are not a party to either the 1976 Convention or the 1996 LLMC Protocol,and, therefore, shipowners’ rights to limit liability for maritime pollution in such jurisdictions may be uncertain.Security RegulationsSince the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25,2002, the Maritime Transportation Security Act of 2002, or MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. CoastGuard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of theUnited States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. Thenew chapter went into effect in July 2004, and imposes various detailed security obligations on vessels and port authorities, most of which are contained inthe newly created ISPS Code. Among the various requirements are: • on-board installation of automatic information systems, or AIS, to enhance vessel-to-vessel and vessel-to-shore communications; • on-board installation of ship security alert systems; • the development of vessel security plans; and • compliance with flag state security certification requirements.Furthermore, additional security measures could be required in the future which could have a significant financial impact on us. The U.S. CoastGuard regulations, intended to be aligned with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures,provided such vessels have on board a valid International Ship Security Certificate, or ISSC, that attests to the vessel’s compliance with SOLAS securityrequirements and the ISPS Code. We will implement the various security measures addressed by the MTSA, SOLAS and the ISPS Code and take measures forthe vessels to attain compliance with all applicable security requirements within the prescribed time periods. Although management 74 Table of Contentsdoes not believe these additional requirements will have a material financial impact on our operations, there can be no assurance that there will not be aninterruption in operations to bring vessels into compliance with the applicable requirements and any such interruption could cause a decrease in charterrevenues. Furthermore, additional security measures could be required in the future which could have a significant financial impact on us.Inspection by Classification Societies: Every sea going vessel must be “classed” by a classification society. The classification society certifiesthat the vessel is “in class,” signifying that the vessel has been built and maintained in accordance with the rules of the classification society and complieswith applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is a member. In addition,where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake themon application or by official order, acting on behalf of the authorities concerned.The classification society also undertakes, on request, other surveys and checks that are required by regulations and requirements of the flagstate. These surveys are subject to agreements made in each individual case or to the regulations of the country concerned. For maintenance of the class,regular and extraordinary surveys of hull, machinery (including the electrical plant) and any special equipment classed are required to be performed asfollows: • Annual Surveys: For seagoing ships, annual surveys are conducted for the hull and the machinery (including the electrical plant) and, where applicable,for special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate. • Intermediate Surveys: Extended annual surveys are referred to as intermediate surveys and typically are conducted two and a half years aftercommissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey. • Class Renewal Surveys: Class renewal surveys, also known as special surveys, are carried out for the ship’s hull, machinery (including the electricalplant), and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey, the vessel isthoroughly examined, including audio-gauging, to determine the thickness of its steel structure. Should the thickness be found to be less than classrequirements, the classification society would prescribe steel renewals. The classification society may grant a one-year grace period for completion ofthe special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessivewear and tear. In lieu of the special survey every four or five years, depending on whether a grace period was granted, a ship owner has the option ofarranging with the classification society for the vessel’s integrated hull or machinery to be on a continuous survey cycle, in which every part of thevessel would be surveyed within a five-year cycle.Risk of Loss and Liability InsuranceGeneral: The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss ordamage, business interruption due to political circumstances in foreign countries, hostilities, and labor strikes. In addition, there is always an inherentpossibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels ininternational trade. The OPA, which imposes virtually unlimited liability upon owners, operators and demise charterers of any vessel trading in the UnitedStates exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for ship owners andoperators trading in the U.S. market. While we believe that our present insurance coverage is adequate, not all risks can be insured, and there can be noguarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.Hull and Machinery and War Risk Insurance: We have marine hull and machinery and war risk insurance, which include coverage of the riskof actual or constructive total loss, for all of our owned vessels. Each of the owned vessels is covered up to at least fair market value, with a deductible of $0.1million per 75 Table of ContentsPanamax, Handymax and Container vessel and $0.2 million per Capesize vessel for the hull and machinery insurance. We have also extended our war riskinsurance to include war loss of hire for any loss of time to the vessel, including for physical repairs, caused by a warlike incident and piracy seizure for up to270 days of detention / loss of time. There are no deductibles for the war risk insurance or the war loss of hire cover.Protection and Indemnity Insurance: Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&IAssociations, who indemnify members in respect of discharging their tortious, contractual or statutory third-party legal liabilities arising from the operationof an entered ship. Such liabilities include but are not limited to third-party liability and other related expenses from injury or death of crew, passengers andother third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oilor other substances, and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnityinsurance, extended by protection and indemnity mutual associations and always provided in accordance with the applicable associations’ rules andmembers’ agreed terms and conditions.Our fleet is currently entered for protection and indemnity insurance with International Group associations where, in line with all InternationalGroup Clubs, coverage for oil pollution is limited to $1.0 billion per event. The 13 P&I Associations that comprise the International Group insureapproximately 95% of the world’s commercial tonnage and have entered into a pooling agreement to collectively reinsure each association’s liabilities. Eachvessel that we acquire will be entered with P&I Associations of the International Group. Under the International Group reinsurance program, each P&I club inthe International Group is responsible for the first $10.0 million of every claim. In every claim the amount in excess of $10.0 million and up to $80.0 millionis shared by the clubs under the pooling agreement. Any claim in excess of $80.0 million is reinsured by the International Group in the internationalreinsurance market under the General Excess of Loss Reinsurance Contract. This policy currently provides an additional $2.0 billion of coverage for non-oilpollution claims. Further to this, an additional reinsurance layer has been placed by the International Group for claims up to $1.0 billion in excess of $2.08billion, or $3.08 billion in total. For passengers and crew claims, the overall limit is $3.0 billion for any one event on any one vessel with a sub-limit of $2.0billion for passengers. With the exception of pollution, passenger or crew claims, should any other P&I claim exceed Group reinsurance limits, the provisionsof all International Group Club’s overspill claim rules will operate and members of any International Group Club will be liable for additional contributions inaccordance with such rules. To date, there has never been an overspill claim, or one even nearing this level.As a member of the P&I Associations that are members of the International Group, we will be subject to calls payable to the associations based onour individual fleet record, the associations’ overall its claim records as well as the claim records of all other members of the individual associations, andmembers of the pool of P&I Associations comprising the International Group. The P&I Associations’ policy year commences on February 20th. Calls arelevied by means of Estimated Total Premiums (“ETP”) and the amount of the final installment of the ETP varies according to the actual total premiumultimately required by the club for a particular policy year. Members have a liability to pay supplementary calls which might be levied by the board ofdirectors of the club if the ETP is insufficient to cover amounts paid out by the club.Uninsured Risks: Not all risks are insured and not all risks are insurable. The principal insurable risks which nonetheless remain uninsured acrossour businesses are “loss of hire,” “strikes,” except in cases of loss of hire due to war or a piracy event, “defense,” and “credit risk.” Specifically, NaviosHoldings does not insure these risks because the costs are regarded as disproportionate. These insurances provide, subject to a deductible, a limitedindemnity for hire that would not be receivable by the shipowner for reasons set forth in the policy. Should a vessel on time charter, where the vessel is paid afixed hire day by day, suffer a serious mechanical breakdown, the daily hire will no longer be payable by the charterer. The purpose of the loss of hireinsurance is to secure the loss of hire during such periods. In the case of strikes insurance, if a vessel is being paid a fixed sum to perform a voyage and theship becomes strike bound at a loading or discharging port, the insurance covers the loss of earnings during such periods. However, in some cases when avessel is transiting high risk war and/or 76 Table of Contentspiracy areas, Navios Holdings arranges war loss of hire insurance to cover up to 270 days of detention/loss of time. There are no deductibles for the war loss ofhire cover. We maintain strike insurance for our port terminal operations.Should a member leave or entry cease with any of the associations, at the Club’s Managers discretion, they may be also be liable to pay releasecalls or provide adequate security for the same amount. Such calls are levied in respect of potential outstanding Club/Member liabilities on open policy yearsand include but are not limited to liabilities for Deferred Calls and Supplementary Calls.Credit Risk Insurance: With effect from March 25, 2014, the Company entered into an agreement to terminate the amended credit defaultinsurance policy. In connection with the termination, Navios Holdings received compensation of $4.0 million in cash direct from the credit default insurerduring the second quarter of 2014. The Company has no future requirement to repay any of the lump sum cash payment back to the insurance company.Risk ManagementRisk management in the shipping industry involves balancing a number of factors in a cyclical and potentially volatile environment.Fundamentally, the challenge is to appropriately allocate capital to competing opportunities of owning or chartering vessels. In part, this requires a view ofthe overall health of the market as well as an understanding of capital costs and returns. Thus, stated simply, one may charter-in part of a fleet as opposed toowning the entire fleet to maximize risk management and economic results. This is coupled with the challenge posed by the complex logistics of ensuringthat the vessels controlled by Navios Holdings are fully employed.Navios Holdings seeks to manage risk through a number of strategies, including vessel control strategies (chartering and ownership), freightcarriage and FFA trading. Navios Holdings’ vessel control strategies include seeking the appropriate mix of owned vessels, long- and short-term chartered-invessels, coupled with purchase options, when available, and spot charters. Navios Holdings also enters into COAs, which gives Navios Holdings, subject tocertain limitations, the flexibility to determine the means of getting a particular cargo to its destination. Navios Holdings’ FFA trading strategies includetaking economic hedges to manage and mitigate risk on vessels that are on-hire or coming off-hire to protect against the risk of movement in freight marketrates.Legal ProceedingsNavios Holdings is not involved in any legal proceedings that it believes will have a material adverse effect on its business, financial position,results of operations and liquidity.From time to time, Navios Holdings may be subject to legal proceedings and claims in the ordinary course of business. It is expected that theseclaims would be covered by insurance if they involved liabilities such as those that arise from a collision, other marine casualty, damage to cargoes, oilpollution and death or personal injuries to crew, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure ofsignificant financial and managerial resources.On April 1, 2016, Navios Holdings was named as a defendant in a putative shareholder derivative lawsuit brought by two alleged shareholders ofNavios Acquisition purportedly on behalf of nominal defendant, Navios Acquisition, in the United States District Court for the Southern District of NewYork, captioned Metropolitan Capital Advisors International Ltd., et al. v. Navios Maritime Holdings, Inc. et al., No. 1:16-cv-02437. The lawsuit challengedthe March 9, 2016 loan agreement between Navios Holdings and Navios Acquisition pursuant to which Navios Acquisition agreed to provide a revolvingloan facility of up to $50.0 million to Navios Holdings (the “Loan Facility”). The lawsuit asserted that Navios Holdings is a controlling 77 Table of Contentsstockholder of Navios Acquisition and that Navios Holdings breached its alleged duties to Navios Acquisition in connection with entering into the LoanFacility. The primary relief sought by the plaintiffs was an order from the court barring Navios Holdings from drawing down upon the Loan Facility.On April 14, 2016, Navios Holdings and Navios Acquisition announced that the Loan Facility had been cancelled, and that no borrowings hadbeen made under the Loan Facility. With the cancellation of the Loan Facility, the plaintiffs have indicated to the Court that they expect that their claimswill be dismissed as moot, with the primary issue remaining in the litigation being the plaintiffs’ anticipated request that the Court award the plaintiffs’attorneys’ fees, which request may be opposed by Navios Holdings and Navios Acquisition.Crewing and Shore EmployeesNavios Holdings crews its vessels primarily with Greek, Ukrainian, Georgian, Filipino, Polish, Romanian, Indian and Russian officers andFilipino, Georgian, Indian, Romanian, Ethiopian and Ukrainian seamen. Navios Holdings’ fleet manager is responsible for selecting its Greek officers. Othernationalities are referred to Navios Holdings’ fleet manager by local crewing agencies. Navios Holdings is also responsible for travel and payroll of the crew.The crewing agencies handle each seaman’s training. Navios Holdings requires that all of its seamen have the qualifications and licenses required to complywith international regulations and shipping conventions. Navios Logistics crews its fleet with Argentinean, Brazilian and Paraguayan officers and seamen.Navios Logistics’ fleet managers are responsible for selecting the crew.As of December 31, 2015, with respect to shore-side employees, Navios Holdings and its subsidiaries employed 178 employees in its Piraeus,Greece office, 12 employees in its New York office, eight employees in its Antwerp, Belgium office, four employees in its Monaco office and one employeein its Singapore office. Navios Logistics employs 29 employees in the Asuncion, Paraguay office, 39 employees at the port facility in San Antonio, Paraguay,106 employees in the Buenos Aires, Argentina office, eight employees in the Montevideo, Uruguay office, 158 employees at the dry port facility in Uruguay,and 10 employees at Hidronave South American Logistics S.A.’s (“Hidronave”) Corumba, Brazil office.FacilitiesNavios Holdings and its affiliates currently lease the following properties: • Navios Shipmanagement Inc. and Navios Corporation lease approximately 3,882.3 square meters of space at 85 Akti Miaouli, Piraeus, Greece, pursuantto lease agreements that expire in 2017 and 2019. • Kleimar N.V. leases approximately 632 square meters for its offices, in Antwerp, Belgium, pursuant to a lease that expires in 2019. • Navios Corporation leases approximately 16,703 square feet of space at 825 Third Avenue, New York, New York, pursuant to a lease that expires in2019. Navios Holdings sublets a portion of the 34th floor in the building located at 825 Third Avenue, New York, New York, which premises comprisea portion of the premises under the main lease, to a third party pursuant a sub-lease that expires in 2019. • Navios Tankers Management Inc. leases approximately 253.75 square meters of space at 85 Akti Miaouli, Piraeus, Greece, pursuant to a leaseagreement signed on October 29, 2010 and expiring in 2019. • Navios Shipmanagement Inc. leases office space in Monaco pursuant to a lease that expires in June 2018.Navios Logistics and its subsidiaries currently lease, (or occupy as free zone users, as the case may be), the following premises: • CNSA, as a free zone direct user at the Nueva Palmira Free Zone, holds the right to occupy the land on which it operates its port and transfer facility,located at Zona Franca, Nueva Palmira, Uruguay. CNSA was authorized to operate as a free zone user on November 29, 1955 by a resolution of theExecutive, which on 78 Table of Contents September 27, 1956 approved an agreement, as required by applicable law at the time. On December 4, 1995, CNSA’s rights as a direct user wererenewed in a single free zone user agreement, which was subsequently amended to incorporate new plots of land until its final version dated March 4,2016. The agreement currently in force permits CNSA to install and operate a transfer station to handle and store goods, and to build and operate aplant to receive, prepare and dry grain, iron ore, minerals and all types of liquid cargo on land in the Nueva Palmira Free Zone. The agreement expireson March 3, 2046, with a 20-year extension at Navios Logistics’ option until 2066. Navios Logistics pays a fixed annual fee of approximately $0.3million, payable in eight consecutive months beginning in January of each year and increasing yearly in proportion to the variation in the U.S.Consumer Price Index corresponding to the previous year. There is also a transhipment fee of $0.20 per ton transshipped until December 31, 2017 andof $ 0.25 per ton transshipped thereafter. Navios Logistics has certain obligations with respect to improving the land subject to the agreement, and theagreement is terminable by the Free Zone Division if Navios Logistics breaches the terms of the agreement, or labor laws and social securitycontributions, and if Navios Logistics commits illegal acts. In March 2013, CNSA acquired Energias Renovables del Sur S.A., a Nueva Palmira FreeZone direct user pursuant to an agreement with the Free Trade Zone Authority — General Trade Bureau of the Ministry of Economy and Finance. InDecember 2014, Navios Logistics acquired Cartisur S.A. (“Cartisur”) and Edolmix S.A. (“Edolmix), both also Nueva Palmira Free Zone direct users. OnMarch 4, 2016, the lands pertaining to Cartisur were assigned to CNSA. • CNSA also leases approximately 400 square meters of space at Paraguay 2141, Montevideo, Uruguay, pursuant to a lease that expires in November2020. • Compañía Naviera Horamar S.A. leases approximately 409 square meters at Cepeda 429 Street, San Nicolás, Buenos Aires, Argentina, pursuant to alease agreement that expires in November 2017. • Petrolera San Antonio S.A. leases approximately 10,481 square meters of a land and a small warehouse next to the river Paraguay at San Miguel districtof Asunción over the way to the Club Mbigua, pursuant to a lease agreement that expires in June 2018. • Compania Naviera Horamar S.A. leases a piece of land called “La Misteriosa” in an Island in the Province of Entre Rios, Argentina, Department ofIslands of Ibicuy and Paranacito, pursuant to a lease agreement that expires in May 2018. • Companía Naviera Horamar S.A. leases approximately 1,370 square meters of office space at Av. Juana Manso 205, Buenos Aires, Argentina, pursuantto a lease agreement that expires in June 2017. • Merco Par S.A.C.I. leases approximately 655 square meters of office space at Avenida Aviadores del Chaco No 1.669 corner San Martín, Asuncion,Paraguay, pursuant to a lease agreement that expires in November 2018.CNSA owns premises in Montevideo, Uruguay. This space is approximately 112 square meters and is located at Juan Carlos Gomez 1445, Oficina 701,Montevideo 1100, Uruguay.Petrolera San Antonio S.A. owns the premises from which it operates in Avenida San Antonio, Paraguay. This space is approximately 146,744 square metersand is located between Avenida San Antonio and Virgen de Caacupé, San Antonio, Paraguay.Compania Naviera Horamar S.A. owns two storehouses located at 880 Calle California, Ciudad Autonoma de Buenos Aires, Argentina and at 791/795 CalleGeneral Daniel Cerri, Ciudad Autonoma de Buenos Aires, Argentina of approximately 259 and 825 square meters, respectively. Compania Naviera HoramarS.A. also owns approximately 1,208 square meters of office space located in Buenos Aires, Argentina 846 Avenida Santa Fe, Ciudad Autonoma.Petrovia Internacional S.A. owns three plots of land in Nueva Palmira, Uruguay, two of approximately 29 acres each and one of 23 acres. 79 Table of ContentsC. Organizational structureNavios Holdings maintains offices in Piraeus, Greece, Antwerp, Belgium, New York, Monaco and Singapore. Navios Holdings’ corporatestructure is functionally organized: commercial ship management and risk management are conducted through Navios Corporation and its wholly-ownedsubsidiaries, while the operation and technical management of Navios Holdings’ owned vessels are conducted through wholly-owned subsidiaries of NaviosHoldings. Navios Logistics maintains offices in Buenos Aires, Argentina, Asuncion, Paraguay, Montevideo, Uruguay and Corumba, Brazil. Navios Logisticsconducts the commercial and technical management of its vessels, barges and pushboats through its wholly-owned subsidiaries. Navios Logistics also ownsthe Nueva Palmira port and transfer facility indirectly through its Uruguayan subsidiary, CNSA, and the San Antonio port facility through its Paraguayansubsidiary, Petrolera San Antonio S.A.As of December 31, 2015, all subsidiaries included in the consolidated financial statements are 100% owned, except for Navios Logistics and itssubsidiaries, which is 63.8% owned by Navios Holdings. 80 Table of ContentsThe table below sets forth Navios Holdings’ corporate structure as of December 31, 2015.Subsidiaries included in the consolidation: Company Name Nature OwnershipInterest Country ofIncorporation Statement of Operations 2015 2014 2013Navios Maritime Holdings Inc. Holding Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Navios Corporation Sub-Holding Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Navios International Inc. Operating Company 100% Marshall Is. 1/1 -12/31 1/1 - 12/31 1/1 - 12/31Navimax Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Navios Handybulk Inc. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Hestia Shipping Ltd. Operating Company 100% Malta 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Anemos Maritime Holdings Inc. Sub-Holding Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Navios Shipmanagement Inc. Management Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31NAV Holdings Limited Sub-Holding Company 100% Malta 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Kleimar N.V. Operating Company/Vessel Owning Company/Management Company 100% Belgium 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Kleimar Ltd. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Bulkinvest S.A. Operating Company 100% Luxembourg 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Primavera Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Ginger Services Co. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Aquis Marine Corp. Sub-Holding Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Navios Tankers Management Inc. Management Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Astra Maritime Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Achilles Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Apollon Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Herakles Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Hios Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Ionian Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Kypros Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 -12/31 1/1 - 12/31Meridian Shipping Enterprises Inc. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Mercator Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 81 Table of ContentsCompany Name Nature OwnershipInterest Country ofIncorporation Statement of Operations 2015 2014 2013Arc Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Horizon Shipping Enterprises Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Magellan Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Aegean Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Star Maritime Enterprises Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Corsair Shipping Ltd. Vessel Owning Company 100% Marshall Is 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Rowboat Marine Inc. Operating Company 100% Marshall Is 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Beaufiks Shipping Corporation Operating Company 100% Marshall Is 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Nostos Shipmanagement Corp. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Portorosa Marine Corp. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Shikhar Ventures S.A. Vessel Owning Company 100% Liberia 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Sizzling Ventures Inc. Operating Company 100% Liberia 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Rheia Associates Co. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Taharqa Spirit Corp. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Rumer Holding Ltd. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 -12/31 1/1 - 12/31Pharos Navigation S.A. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Pueblo Holdings Ltd. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Quena Shipmanagement Inc. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Aramis Navigation Inc. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31White Narcissus Marine S.A. Vessel Owning Company 100% Panama 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Navios GP L.L.C. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Floral Marine Ltd. Vessel Owning Company 100% Marshall Is. — — — Red Rose Shipping Corp. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Highbird Management Inc. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Ducale Marine Inc. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Vector Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Faith Marine Ltd. Vessel Owning Company 100% Liberia 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Navios Maritime Finance (US) Inc. Operating Company 100% Delaware 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Navios Maritime Finance II (US) Inc. Operating Company 100% Delaware 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 82 Table of ContentsCompany Name Nature OwnershipInterest Country ofIncorporation Statement of Operations 2015 2014 2013Tulsi Shipmanagement Co. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Cinthara Shipping Ltd. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Rawlin Services Company Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Mauve International S.A. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 -12/31 1/1 -12/31Serenity Shipping Enterprises Inc. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Mandora Shipping Ltd Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Solange Shipping Ltd. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Diesis Ship Management Ltd. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 5/14 - 12/31Navios Holdings Europe Finance Inc. Sub-Holding Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 6/4 - 12/31Navios Asia LLC Sub-Holding Company 100% Marshall Is. 1/1 – 12/31 5/19 – 12/31 — Iris Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 – 12/31 5/19 – 12/31 — Jasmine Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 – 12/31 5/19 – 12/31 — Emery Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 6/4 - 12/31 — Lavender Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 11/24 - 12/31 — Esmeralda Shipping Corporation Vessel Owning Company 100% Marshall Is. — — — Triangle Shipping Corporation Vessel Owning Company 100% Marshall Is. — — — Roselite Shipping Corporation Operating Company 100% Marshall Is. 10/09 – 12/31 — — Smaltite Shipping Corporation Operating Company 100% Marshall Is. 10/09 –12/31 — — Affiliates included in the financial statements accounted for under the equity method:In the consolidated financial statements of Navios Holdings, the following entities are included as affiliates and are accounted for under theequity method for such periods: (i) Navios Partners and its subsidiaries (ownership interest as of December 31, 2015 was 20.1%, which includes a 2.0%general partner interest); (ii) Navios Acquisition and its subsidiaries (economic interest as of December 31, 2015 was 46.6%); (iii) Acropolis (economicinterest as of December 31, 2015 was 35.0%); (iv) Navios Europe I and its subsidiaries (economic interest as of December 31, 2015 was 47.5%); and NaviosEurope II and its subsidiaries (economic interest as of December 31, 2015 was 47.5%).D. Property, plants and equipmentOur only material property is the owned vessels, tanker vessels, barges and pushboats and the port terminal facilities in Paraguay and Uruguay.See “Item 4.B Business Overview” above. 83 Table of ContentsItem 4A. Unresolved Staff CommentsNone.Item 5. Operating and Financial Review and ProspectsThe following is a discussion of Navios Holdings’ financial condition and results of operations for each of the fiscal years ended December 31,2015, 2014 and 2013. Navios Holdings’ financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the UnitedStates of America (U.S. GAAP). You should read this section together with the consolidated financial statements and the accompanying notes to thosefinancial statements, which are included in this document. Where necessary, comparative figures have been reclassified to conform to changes in presentationin the current year.This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Theseforward-looking statements are based on Navios Holdings’ current expectations and observations. Included among the factors that, in our view, could causeactual results to differ materially from the forward-looking statements contained in this report are those discussed under “Risk Factors” and “Forward-Looking Statements”.OverviewNavios Holdings is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities, including iron ore, coal and grain. Navios Holdings technically and commercially manages its owned fleet, Navios Acquisition’s fleet,Navios Partners’ fleet, Navios Midstream’s fleet, Navios Europe I’s fleet and Navios Europe II’s fleet, and commercially manages its chartered-in fleet.On February 2, 2007, Navios Holdings acquired all of the outstanding share capital of Kleimar N.V. (“Kleimar”). Kleimar is a Belgian maritimetransportation company established in 1993. Kleimar is the owner and operator of Capesize, Panamax and Handymax vessels used in the transportation ofcargoes and has an extensive COA business.Navios Logistics, a consolidated subsidiary of Navios Holdings, is one of the largest logistics companies in the Hidrovia region river system, themain navigable river system in the region, and on the cabotage trades along the eastern coast of South America, serving its customers in the Hidrovia regionthrough two port storage and transfer facilities, one for agricultural, forest and mineral-related exports and the other for refined petroleum products. NaviosLogistics complements its two port terminals with a diverse fleet of 360 barges and pushboats (including three pushboats to be delivered) and two smallinland oil tankers that operate in its barge business and nine vessels, including six ocean-going tankers, two self-propelled barges and one bunker vessel,which operate in its cabotage business. Navios Holdings currently owns 63.8% of Navios Logistics.On August 7, 2007, Navios Holdings formed Navios Partners under the laws of Marshall Islands. Navios G.P. L.L.C. (“General Partner”), awholly-owned subsidiary of Navios Holdings, was also formed on that date to act as the general partner of Navios Partners and received a 2.0% generalpartner interest in Navios Partners. Navios Partners is an affiliate and not consolidated under Navios Holdings.On May 28, 2010, Navios Holdings acquired control over Navios Acquisition. As a result, Navios Holdings concluded a business combinationhad occurred and consolidated the results of Navios Acquisition from that date until March 30, 2011. From March 30, 2011, Navios Acquisition has beenconsidered as an affiliate entity of Navios Holdings. As of December 31, 2015, Navios Holdings’ ownership of the outstanding voting stock of NaviosAcquisition was 43.6% and its economic interest in Navios Acquisition was 46.6%.In May 2013, Navios Holdings formed Navios Asia LLC (“Navios Asia”) in partnership with a third party and owned 51.0% of Navios Asia andits wholly owned subsidiaries. In May 2014, Navios Holdings became the sole shareholder of Navios Asia by acquiring the remaining 49.0%. 84 Table of ContentsOn October 9, 2013, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe I and have economic interests of47.5%, 47.5% and 5.0%, respectively. Effective November 2014, Navios Holdings, Navios Acquisition and Navios Partners have voting interest of 50%, 50%and 0%, respectively.On October 13, 2014, Navios Acquisition formed Navios Midstream under the laws of the Marshall Islands. Midstream General Partner, a wholly-owned subsidiary of Navios Acquisition, was also formed on that date to act as the general partner of Navios Midstream and received a 2.0% general partnerinterest in Navios Midstream. As of December 31, 2015, Navios Acquisition had 60.9% economic interest and Navios Holdings had indirect economicinterest of 28.3% (through its ownership in Navios Acquisition) and no direct equity interest.On February 18, 2015, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe II and have economic interests of47.5%, 47.5% and 5.0%, respectively and voting interests of 50%, 50% and 0%, respectively.Charter Policy and Industry OutlookNavios Holdings’ policy has been to take a portfolio approach to managing operating risks. This policy may lead Navios Holdings to timecharter-out many of the vessels that it is operating (i.e., vessels owned by Navios Holdings or which Navios Holdings has taken into its fleet under chartershaving a duration of more than 12 months) for long-term periods to various shipping industry counterparties considered by Navios Holdings to haveappropriate credit profiles. By doing this, Navios Holdings aims to lock in, subject to credit and operating risks, favorable forward revenue and cash flowswhich it believes will cushion it against unfavorable market conditions, when the Company deems necessary. In addition, Navios Holdings trades additionalvessels taken in on shorter term charters of less than 12 months duration as well as voyage charters or COAs and FFAs.Generally, this chartering policy had the effect of generating Time Charter Equivalents (“TCE”) that were higher than spot employment. Theaverage daily charter-in vessel cost for the Navios Holdings long-term charter-in fleet (excluding vessels, which are utilized to serve voyage charters orCOAs) was $13,437 per day for the year ended December 31, 2015. The average long-term charter-in hire rate per vessel was included in the amount of long-term hire included elsewhere in this document and was computed by (a) multiplying (i) the daily charter-in rate for each vessel by (ii) the number of days eachvessel is in operation for the year; (b) summing those individual multiplications; and (c) dividing such total by the total number of charter-in vessel days forthe year. These rates exclude gains and losses from FFAs. Furthermore, Navios Holdings has the ability to increase its owned fleet through purchase optionsexercisable in the future at favorable prices relative to the then-current market.Navios Holdings believes that a decrease in global commodity demand from its current level, and the delivery of dry bulk carrier new buildingsinto the world fleet, could have an adverse impact on future revenue and profitability. However, Navios Holdings believes that the operating cost advantageof its owned vessels and long-term chartered fleet, will continue to help mitigate the impact of the declines in freight rates. A reduced freight rateenvironment also has an adverse impact on the value of Navios Holdings’ owned fleet. In reaction to a decline in freight rates, available ship financing canalso be negatively impacted.Navios Logistics owns and operates vessels, barges and pushboats located mainly in Argentina, the largest independent bulk transfer and storageport facility in Uruguay, and an upriver liquid port facility located in Paraguay. Operating results for Navios Logistics are highly correlated to: (i) SouthAmerican grain production and export, in particular Argentinean, Brazilian, Paraguayan, Uruguayan and Bolivian production and export; (ii) SouthAmerican iron ore production and export, mainly from Brazil; and (iii) sales (and logistic services) of petroleum products in the Argentine and Paraguayanmarkets. Navios Holdings believes that the continuing 85 Table of Contentsdevelopment of these businesses will foster throughput growth and therefore increase revenues at Navios Logistics. Should this development be delayed,grain harvests be reduced, or the market experience an overall decrease in the demand for grain or iron ore, the operations in Navios Logistics could beadversely affected.FleetThe following is the current “core fleet” employment profile (excluding Navios Logistics). The current “core fleet” consists of 61 vessels totaling6.3 million deadweight tons. The employment profile of the fleet as of April 18, 2016 is reflected in the tables below. The 57 vessels in current operationaggregate approximately 5.9 million deadweight tons and have an average age of 7.4 years. Navios Holdings has currently fixed 75.2% and 32.9% includingindex-linked charters of available days for 2016 and 2017, respectively, of its fleet (excluding vessels which are utilized to fulfill COAs), representingcontracted fees (net of commissions), based on contracted charter rates from our current charter agreements of $105.9 million and $19.0 million, respectively.Although these fees are based on contractual charter rates, any contract is subject to performance by the counterparties and us. Additionally, the level of thesefees would decrease depending on the vessels’ off-hire days to perform periodic maintenance. The average contractual daily charter-out rate for the core fleet(excluding vessels which are utilized to fulfill COAs) is $9,431 and $16,308 for 2016 and 2017, respectively.Owned Vessels Vessels Type Built DWT Charter-outRate (1) Profit Share ExpirationDate (2) Navios Serenity Handysize 2011 34,690 3,619 No 05/2016 Navios Ionian Ultra Handymax 2000 52,067 3,800 No 04/2016 Navios Celestial Ultra Handymax 2009 58,063 8,075 No 04/2016 Navios Vector Ultra Handymax 2002 50,296 3,800 No 04/2016 Navios Horizon Ultra Handymax 2001 50,346 4,275 No 04/2016 Navios Herakles Ultra Handymax 2001 52,061 8,930 No 09/2016 Navios Achilles Ultra Handymax 2001 52,063 3,771— 100% of weighted average SupramaxIndex 6TC Routes 04/201603/2017 Navios Meridian Ultra Handymax 2002 50,316 3,800 No 04/2016 Navios Mercator Ultra Handymax 2002 53,553 4,750 No 03/2017 Navios Arc Ultra Handymax 2003 53,514 3,680— 100% of average Supramax Index6TC Routes 04/201612/2016 Navios Hios Ultra Handymax 2003 55,180 5,453— Pool earnings +5% 03/201602/2017 Navios Kypros Ultra Handymax 2003 55,222 5,453— Pool earnings +4% 03/201602/2017 Navios Ulysses Ultra Handymax 2007 55,728 3,875— Average Supramax Index 6TC Routes 04/201604/2016 Navios Vega Ultra Handymax 2009 58,792 5,596— Pool earnings +7% 03/201604/2016 Navios Astra Ultra Handymax 2006 53,468 7,125 No 04/2016 Navios Magellan Panamax 2000 74,333 4,560 No 06/2016 Navios Star Panamax 2002 76,662 9,986— No100% of average Panamax Index 4TCRoutes less $2,488/day 12/201612/2018 Navios Asteriks Panamax 2005 76,801 9,986— No100% of average Panamax Index 4TCRoutes less $2,488/day 11/201611/2018 Navios Centaurus Panamax 2012 81,472 11,983— No110% of average Panamax Index 4TCRoutes less adjustment to be basedon index formula 12/201612/2018 86 Table of ContentsVessels Type Built DWT Charter-outRate (1) Profit Share ExpirationDate (2) Navios Avior Panamax 2012 81,355 3,682— Weighted average basis PanamaxIndex Routes +16.5% 04/201603/2017 Navios Galileo Panamax 2006 76,596 9,986— No100% of average Panamax Index 4TCRoutes less $2,488/day 12/201612/2018 Navios Northern Star Panamax 2005 75,395 2,850 No 05/2016 Navios Amitie Panamax 2005 75,395 9,986— No100% of average Panamax Index 4TCRoutes less $2,488/day 12/201612/2018 Navios Taurus Panamax 2005 76,596 3,653— Average basis Panamax Index 4TCRoutes +4% 04/201601/2017 N Amalthia Panamax 2006 75,318 9,986— No100% of average Panamax Index 4TCRoutes less $2,488/day 12/201612/2018 N Bonanza Panamax 2006 76,596 9,986— No100% of average Panamax Index 4TCRoutes less $2,488/day 11/201611/2018 Navios Sphera Panamax 2016 84,872 11,983— No123% of average Panamax Index 4TCRoutes less adjustment to be basedon index formula 01/201701/2019 Navios Bonavis Capesize 2009 180,022 13,110 No 02/2017 Navios Happiness Capesize 2009 180,022 6,097— $4,750 +50% weighted averageBaltic Capesize 5TC Index Routes 04/201601/2017 Navios Lumen Capesize 2009 180,661 5,083 No 01/2017 Navios Stellar Capesize 2009 169,001 — $9,480 adjusted for 50% PoolEarnings or Weighted Average BalticCapesize 5TC Index Routes 10/2017 Navios Phoenix Capesize 2009 180,242 — $9,480 adjusted for 50% PoolEarnings or Weighted Average BalticCapesize 5TC Index Routes 08/2017(5)Navios Antares Capesize 2010 169,059 3,300 No 05/2016 Navios Etoile Capesize 2010 179,234 29,356 50% in excess of $38,500 12/02/2020 Navios Bonheur Capesize 2010 179,259 — Pool Earnings 01/2017 Navios Altamira Capesize 2011 179,165 — $9,480 adjusted for 50% PoolEarnings or Weighted Average BalticCapesize 5TC Index Routes 09/2017 Navios Azimuth Capesize 2011 179,169 5,083 No 02/2017 Navios Gem Capesize 2014 181,336 6,219— $7,750 +55% weighted averageBaltic Capesize 5TC Index Routes 04/201601/2017 Navios Ray Capesize 2012 179,515 3,100 No 05/2016 Navios Mars Capesize 2016 181,259 — $11,455 adjusted for 50% PoolEarnings or Weighted Average BalticCapesize 5TC Index Routes 10/2017 87 Table of ContentsLong-term Chartered-in VesselsThe average daily charter-in rate for the active long-term charter-in vessels (excluding vessels which are utilized to fulfil COAs) for 2016 hasbeen reduced to $12,318/day. We estimate the average days of the long-term charter-in vessels (excluding vessels which are utilized to fulfil COAs) for 2016are 5,462 days. Vessels Type Built DWT PurchaseOption(3) Charter-outRate (1) ExpirationDate (2) Navios Lyra Handysize 2012 34,718 Yes(4) 5,985 04/2016 Navios Primavera Ultra Handymax 2007 53,464 Yes 2,138 04/2016 Navios Oriana Ultra Handymax 2012 61,442 Yes 6,188(6) 03/2016 — (6) 02/2017 Navios Mercury Ultra Handymax 2013 61,393 Yes 6,188(6) 03/2016 — (6) 02/2017 Navios Venus Ultra Handymax 2015 61,000 Yes 6,188(6) 03/2016 — (6) 02/2017 Navios Marco Polo Panamax 2011 80,647 Yes 11,983 01/2017 — (7) 10/2018 Navios Southern Star Panamax 2013 82,224 Yes 5,700(8) 04/2016 — (8) 02/2017 Navios Aldebaran Panamax 2008 76,500 Yes 3,279(9) 04/2016 — (9) 04/2016 Sea Victory Panamax 2014 77,095 Yes 9,986 11/2016 — (10) 11/2018 Navios Sky Panamax 2015 82,056 Yes 11,983 03/2017 — (11) 03/2019 Navios Amber Panamax 2015 80,994 Yes 11,983 01/2017 — (12) 01/2019 Navios Koyo Capesize 2011 181,415 Yes 5,872(13) 04/2016 — (13) 01/2017 Dream Canary Capesize 2015 180,528 Yes 10,450 11/2016 Dream Coral Capesize 2015 181,249 Yes 12,350 11/2017 Beaufiks Capesize 2004 180,310 Yes — King Ore Capesize 2010 176,800 Yes — Navios Obeliks Capesize 2012 181,415 Yes — Long-term Chartered-in Fleet to be Delivered Vessels Type DeliveryDate PurchaseOption DWT Navios Felix Capesize Q4 2016 Yes 180,000 Navios Coral Panamax Q4 2016 Yes 84,000 Navios Citrine Panamax Q1 2017 Yes 81,000 Navios Dolphin Panamax Q1 2017 Yes 81,000 (1)Daily rate net of commissions.(2)Expected redelivery basis midpoint of full redelivery period.(3)Generally, Navios Holdings may exercise its purchase option after three to five years of service.(4)Navios Holdings holds the initial 50% purchase option on the vessel.(5)Subject to COA of $34,013 per day for the remaining period until fourth quarter of 2016.(6)Based on Pool Earnings +18%.(7)113% of average Panamax Index 4TC Routes less adjustment to be based on index formula(8)120% in excess of $6,000 basis Panamax Index 4TC Routes.(9)Based on weighted average Panamax Index 4TC Routes +10%.(10)114% of average Panamax Index 4TC Routes less $2,488/day(11)115% of average Panamax Index 4TC Routes less adjustment to be based on index formula(12)120% of average Panamax Index 4TC Routes less adjustment to be based on index formula(13)150% in excess of $5,050 basis Baltic Capesize Index 5TC. 88 Table of ContentsRecent DevelopmentsOn February 16, 2016, Navios Holdings received notice from the NYSE that it was not in compliance with the NYSE’s continued listingstandards because the average closing price of our common stock was less than $1.00 over a consecutive 30 trading-day period. Pursuant to the NYSE’s rules,Navios Holsings had a six-month cure period following receipt of the notice to bring its stock price per share and average share price above $1.00. NaviosHoldings received confirmation from the NYSE on April 1, 2016 that it had regained compliance after its average closing share price for the 30 trading-dayperiod ended March 31, 2016 and its closing price on March 31, 2016 exceeded $1.00.In March 2016, Navios Holdings entered into a $50.0 million credit facility with Navios Acquisition which was available for multiple drawingsup to a limit of $50.0 million. The $50.0 million facility had a margin of LIBOR plus 300 bps and a maturity until December 2018. On April 14, 2016, thefacility was terminated. No borrowings had been made under the facility.On March 4, 2016, Navios Logistics’ subsidiary CNSA that owns and operates Navios Logistics’ dry port terminal in Uruguay extended its useragreement with the Nueva Palmira Free Zone, where the dry port terminal is located. The amended agreement expires on March 3, 2046, with a 20-yearextension at our option, until 2066.On March 30, 2016, Navios Logistics received a message from Vale International stating that Vale International will not be performing theservice contract entered into between CNSA and Vale International on September 27, 2013 for the iron ore port facility currently under construction in NuevaPalmira, Uruguay. While Navios Logistics believes that Vale International’s position is without merit and that the contract remains in force, no assurances canbe provided that Vale International will finally perform the contract, failing which, Navios Logistics will take legal measures to enforce its entitlement todamages in accordance with the contract terms. If Vale International fails to perform the contract, there may be a significant impact on Navios Logistics’business.Dividend PolicyIn November 2015, due to the prolonged weakness in the dry bulk industry, Navios Holdings announced that the Board of Directors decided tosuspend the quarterly dividend to its common stockholders in order to conserve cash and improve its liquidity. In February 2016, in furtherance of its effortsto reduce its cash requirements, Navios Holdings announced the suspension of payment of quarterly dividends on its preferred stock, including the Series Gand Series H, until market conditions improve. The Board of Directors and Navios Holdings’management believe such a decision is in the best long-terminterests of the Company and its stakeholders. The Board of Directors will reassess the Company’s distribution policy as the environment changes. Thereinstatement, declaration and payment of any further dividend remains subject to the discretion of the Board of Directors and will depend on, among otherthings, market conditions, Navios Holdings’ cash requirements after taking into account market opportunities, restrictions under its equity instruments, creditagreements, indentures and other debt obligations and such other factors as the Board may deem advisable.Navios AcquisitionOn March 23, 2016, Navios Holdings received $3.6 million from Navios Acquisition representing the cash dividend for the fourth quarter of2015.A. Operating ResultsFactors Affecting Navios Holdings’ Results of Operations:Navios Holdings actively manages the risk in its operations by: (i) operating the vessels in its fleet in accordance with all applicableinternational standards of safety and technical ship management; (ii) enhancing vessel utilization and profitability through an appropriate mix of long-termcharters complemented by spot charters (time charters for short-term employment) and COAs; (iii) monitoring the financial impact of corporate exposure fromboth physical and FFAs transactions; (iv) monitoring market and counterparty credit risk limits; (v) adhering to risk management and operation policies andprocedures; and (vi) requiring counterparty credit approvals. 89 Table of ContentsNavios Holdings believes that the important measures for analyzing trends in its results of operations include the following: • Market Exposure: Navios Holdings manages the size and composition of its fleet by seeking a mix between chartering and owning vessels inorder to adjust to anticipated changes in market rates. Navios Holdings aims to achieve an appropriate balance between owned vessels and longand short-term chartered-in vessels and controls approximately 6.3 million dwt in dry bulk tonnage. Navios Holdings’ options to extend thecharter duration of vessels it has under long-term time charter (durations of over 12 months) and its purchase options on chartered vessels permitNavios Holdings to adjust the cost and the fleet size to correspond to market conditions. • Available days: Available days are the total number of days a vessel is controlled by a company less the aggregate number of days that the vesselis off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys. The shipping industry uses available days tomeasure the number of days in a period during which vessels should be capable of generating revenues. • Operating days: Operating days are the number of available days in a period less the aggregate number of days that the vessels are off-hire due toany reason, including lack of demand or unforeseen circumstances. The shipping industry uses operating days to measure the aggregate numberof days in a period during which vessels actually generate revenues. • Fleet utilization: Fleet utilization is obtained by dividing the number of operating days during a period by the number of available days duringthe period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels andminimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades,special surveys or vessel positioning. • TCE rates: TCE rates are defined as voyage and time charter revenues less voyage expenses during a period divided by the number of availabledays during the period. The TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated byvessels on time charters with daily earnings generated by vessels on voyage charters, because charter hire rates for vessels on voyage charters aregenerally not expressed in per day amounts, while charter hire rates for vessels on time charters generally are expressed in such amounts. • Equivalent vessels: Equivalent vessels are defined as the available days of the fleet divided by the number of the calendar days in the period.Voyage and Time CharterRevenues are driven primarily by the number and type of vessels in the fleet, the number of days during which such vessels operate and theamount of daily charter hire rates that the vessels earn under charters, which, in turn, are affected by a number of factors, including: • the duration of the charters; • the level of spot market rates at the time of charters; • decisions relating to vessel acquisitions and disposals; • the amount of time spent positioning vessels; • the amount of time that vessels spend in drydock undergoing repairs and upgrades; • the age, condition and specifications of the vessels; and • the aggregate level of supply and demand in the dry bulk shipping industry.Time charters are available for varying periods, ranging from a single trip (spot charter) to a long-term period which may be many years. Under atime charter, owners assume no risk for finding business and obtaining and paying for fuel or other expenses related to the voyage, such as port entry fees. Ingeneral, a long-term time 90 Table of Contentscharter assures the vessel owner of a consistent stream of revenue. Operating the vessel in the spot market affords the owner greater spot market opportunity,which may result in high rates when vessels are in high demand or low rates when vessel availability exceeds demand. Vessel charter rates are affected byworld economics, international events, weather conditions, labor strikes, governmental policies, supply and demand, and many other factors that might bebeyond the control of management.Consistent with industry practice, Navios Holdings uses TCE rates, as a method of analyzing fluctuations between financial periods and as amethod of equating revenue generated from a voyage charter to time charter revenue.TCE rate also serves as an industry standard for measuring revenue and comparing results between geographical regions and among competitors.The cost to maintain and operate a vessel increases with the age of the vessel. Older vessels are less fuel efficient, cost more to insure and requireupgrades from time to time to comply with new regulations. The average age of Navios Holdings’ owned core fleet is 8.9 years. However, as such fleet ages orif Navios Holdings expands its fleet by acquiring previously owned and older vessels, the cost per vessel would be expected to rise and, assuming all else,including rates, remains constant, vessel profitability would be expected to decrease.Spot Charters, COAs and FFAsNavios Holdings enhances vessel utilization and profitability through a mix of voyage charters, short-term charter-out contracts, COAs andstrategic cargo contracts.Navios Holdings may enter into dry bulk shipping FFAs as economic hedges relating to identifiable ship and/or cargo positions or as economichedges of transactions the Company expects to carry out in the normal course of its shipping business. By utilizing certain derivative instruments, includingdry bulk shipping FFAs, the Company manages the financial risk associated with fluctuating market conditions. In entering into these contracts, theCompany has assumed the risks relating to the possible inability of counterparties to meet the terms of their contracts.FFAs cover periods generally ranging from one month to one year and are based on time charter rates or freight rates on specific quoted routes.FFAs are executed either over-the-counter, between two parties, or through LCH, the London clearing house. FFAs are settled in cash monthly based onpublicly quoted indices. No over-the-counter trades have been executed since 2012. LCH calls for both base and margin collaterals, which are funded byNavios Holdings, and which in turn substantially eliminates counterparty risk. Certain portions of these collateral funds may be restricted at any given timeas determined by LCH. At the end of each calendar quarter, the fair value of dry bulk shipping FFAs traded over-the-counter are determined from an indexpublished in London, United Kingdom and the fair value of those FFAs traded with LCH are determined from the LCH valuations accordingly. NaviosHoldings has implemented specific procedures designed to respond to credit risk associated with over-the-counter trades, including the establishment of a listof approved counterparties and a credit committee which meets regularly.Statement of Operations Breakdown by SegmentNavios Holdings reports financial information and evaluates its operations by charter revenues and not by vessel type, length of shipemployment, customers or type of charter. Navios Holdings does not use discrete financial information to evaluate the operating results for each such type ofcharter. Although revenue can be identified for each type of charters, management does not identify expenses, profitability or other financial information on acharter-by-charter or type of charter basis. The reportable segments reflect the internal organization of the Company and are strategic businesses that offerdifferent products and services. The Company currently has two reportable segments: the Dry bulk Vessel Operations and the Logistics Business. The Drybulk Vessel Operations segment consists of the transportation and handling of bulk cargoes through the ownership, operation, and trading of vessels, freight,and FFAs. The Logistics Business segment consists of port terminal business, barge business and cabotage business in the Hidrovia region of South America.Navios Holdings measures segment performance based on net income attributable to Navios Holdings’ common stockholders. 91 Table of ContentsFor further segment information, please see Note 18 to the Consolidated Financial Statements included elsewhere in this Annual Report.Period over Period ComparisonsFor the year ended December 31, 2015 compared to the year ended December 31, 2014The following table presents consolidated revenue and expense information for each of the years ended December 31, 2015 and 2014,respectively. This information was derived from the audited consolidated revenue and expense accounts of Navios Holdings for each of the years endedDecember 31, 2015 and 2014. (In thousands of U.S. dollars) Year EndedDecember 31,2015 Year EndedDecember 31,2014 Revenue $480,820 $569,016 Administrative fee revenue from affiliates 16,177 14,300 Time charter, voyage and logistics business expenses (247,882) (263,304)Direct vessel expenses (128,168) (130,064)General and administrative expenses incurred on behalf of affiliates (16,177) (14,300) General and administrative expenses (34,183) (45,590)Depreciation and amortization (120,310) (104,690)Provision for losses on accounts receivable (59) (792)Interest income 2,370 5,515 Interest expense and finance cost (113,151) (113,660)Loss on bond and debt extinguishment — (27,281)Other income 4,840 15,639 Other expense (34,982) (24,520)Loss before equity in net earnings of affiliated companies $(190,705) $(119,731)Equity in net earnings of affiliated companies 61,484 57,751 Loss before taxes $(129,221) $(61,980)Income tax benefit /(expense) 3,154 (84)Net loss $(126,067) $(62,064)Less: Net (income)/loss attributable to the noncontrolling interest (8,045) 5,861 Net loss attributable to Navios Holdings common stockholders $(134,112) $(56,203)Set forth below are selected historical and statistical data for the dry bulk vessel operations segment for each of the years ended December 31,2015 and 2014 that the Company believes may be useful in better understanding the Company’s financial position and results of operations. Year EndedDecember 31, 2015 2014 FLEET DATA Available days 23,787 21,465 Operating days 23,453 21,422 Fleet utilization 98.6% 99.8%Equivalent vessels 65 59 AVERAGE DAILY RESULTS TCE $7,846 $11,830 92 Table of ContentsDuring the year ended December 31, 2015, there were 2,322 more available days as compared to 2014, due to (i) an increase in available days forowned vessels by 235 days, mainly due to the delivery of Navios Ray and Navios Gem in the fourth and second quarter of 2014, respectively; and (ii) anincrease in charter-in fleet available days by 2,087 days. Navios Holdings can increase or decrease its fleet’s size by chartering-in vessels for long or short-term periods (less than one year).The average TCE rate for the year ended December 31, 2015 was $7,846 per day, $3,984 per day lower than the rate achieved in 2014. This wasdue primarily to the decline in the freight market during 2015 as compared to 2014.Revenue: Revenue from dry bulk vessel operations for the year ended December 31, 2015 was $229.8 million as compared to $300.2 million forthe same period during 2014. The decrease in dry bulk revenue was mainly attributable to a decrease in TCE per day by 33.7% to $7,846 per day in the yearended December 31, 2015, as compared to $11,830 per day in the same period of 2014. This decrease was partially mitigated by a net increase in availabledays of our fleet by 2,322 days as described above.Revenue from the logistics business was $251.0 million for the year ended December 31, 2015 as compared to $268.8 million for the year endedDecember 31, 2014. The decrease of $17.8 million was mainly attributable to (i) a $18.3 million decrease in the port terminal business mainly attributable todecreased volume and sales prices of the products sold at the Paraguayan liquid port terminal; and (ii) a $3.1 million decrease in the barge business mainlyattributable to decreased volume of liquid cargo transported. The overall decrease was partially mitigated by a $3.6 million increase in the cabotage businessmainly attributable to an increase in the cabotage fleet’s operating days.Administrative Fee Revenue From Affiliates: Administrative fee revenue from affiliates increased by $1.9 million, or 13.1%, to $16.2 millionfor the year ended December 31, 2015, as compared to $14.3 million for the year ended December 31, 2014. See general and administrative expenses incurredon behalf of affiliates and general and administrative expenses discussion below.Time Charter, Voyage and Logistics Business Expenses: Time charter, voyage and logistics business expenses decreased by $15.4 million or5.9% to $247.9 million for the year ended December 31, 2015, as compared to $263.3 million for the year ended December 31, 2014.Time charter and voyage expenses from dry bulk operations increased by $19.9 million, or 12.6%, to $177.5 million for the year endedDecember 31, 2015, as compared to $157.6 million for the year ended December 31, 2014. This was primarily due to the increase in charter-in days (asdiscussed above), partially mitigated by (i) a decrease in voyage expenses mainly relating to fuel expenses; and (ii) a decrease in loss voyages in the currentperiod.Of the total expenses for the years ended December 31, 2015 and 2014, $70.4 million and $105.7 million, respectively, related to NaviosLogistics. The decrease of $35.3 million in time charter, voyage and logistics business was mainly due to (i) a $20.6 million decrease in the port terminalbusiness mainly attributable to the decline in both the volume and the price of the products sold at the liquid port terminal in Paraguay; and (ii) a $15.5million decrease in the barge business mainly attributable to lower fuel expenses due to a decrease in the number of voyages under CoA contracts.Thisoverall decrease was partially mitigated by a $0.8 million increase in the cabotage business mainly attributable to increased voyage expense.Direct Vessel Expenses: Direct vessel expenses decreased by $1.9 million, or 1.5%, to $128.2 million for the year ended December 31, 2015, ascompared to $130.1 million for the year ended December 31, 2014. Direct vessel expenses include crew costs, provisions, deck and engine stores, lubricatingoils, insurance premiums and costs for maintenance and repairs.Direct vessel expenses from dry bulk operations decreased by $6.0 million, or 11.3%, to $46.1 million for the year ended December 31, 2015, ascompared to $52.1 million for the year ended December 31, 2014. This decrease was mainly attributable to (i) a decrease in crew expenses; (ii) a decrease inlubricants and chemicals expenses; and (iii) a decrease in insurance expenses. 93 Table of ContentsOf the total amounts of direct vessel expenses for the years ended December 31, 2015 and 2014, $82.0 million and $78.0 million, respectively,related to Navios Logistics. The increase of $4.0 million in direct vessel expenses was mainly due to (i) a $1.5 million increase in the amortization of deferreddrydock and special survey costs; and (ii) a $9.1 million increase in direct vessel expenses of the cabotage business mainly attributable to the increase in thecabotage fleet’s available days and an increase in crew costs. This increase was partially mitigated by a $6.6 million decrease in direct vessel expenses of thebarge business, mainly attributable to lower repairs and maintenance and crew costs.General and Administrative Expenses Incurred on Behalf of Affiliates: General and administrative expenses incurred on behalf of affiliatesincreased by $1.9 million, or 13.1%, to $16.2 million for the year ended December 31, 2015, as compared to $14.3 million for the year ended December 31,2014. See general and administrative expenses discussion below.General and Administrative Expenses: General and administrative expenses of Navios Holdings are composed of the following: (in thousands of U.S. dollars) Year EndedDecember 31,2015 Year EndedDecember 31,2014 Administrative fee revenue from affiliates $(16,177) $(14,300)General and administrative expenses incurred on behalf of affiliates 16,177 14,300 General and administrative expenses 34,183 45,590 (in thousands of U.S. dollars) Year EndedDecember 31,2015 Year EndedDecember 31,2014 Dry bulk Vessel Operations $20,175 $29,951 Logistics Business 14,008 14,764 Sub-total 34,183 44,715 Credit risk insurance — 875 General and administrative expenses $34,183 $45,590 The decrease in general and administrative expenses by $11.4 million, or 25.0%, to $34.2 million for the year ended December 31, 2015, ascompared to $45.6 million for the year ended December 31, 2014, was mainly attributable to (i) a $8.2 million decrease in payroll and other related costs;(ii) a $0.8 million decrease attributable to the Logistics Business; (iii) a $0.3 million decrease in professional, legal and audit fees; (iv) a $1.2 milliondecrease in other administrative expenses, including office expenses; and (v) a $0.9 million decrease in credit risk insurance fees following the termination ofthe credit default insurance policy on March 25, 2014.Depreciation and Amortization: For the year ended December 31, 2015, depreciation and amortization increased by $15.6 million to$120.3 million, as compared to $104.7 million for the year ended December 31, 2014. The increase was primarily due to an increase in (i) depreciation andamortization of dry bulk vessels by $10.2 million mainly attributable to the net effect of the re-delivery of two vessels to their headowners in the fourthquarter of 2015, the early re-delivery of one of the aforementioned vessels from its charterer in the first quarter of 2015 and the subsequent write-off of theirpurchase option, favorable and unfavorable lease balances; (ii) the new vessel deliveries during 2014 (as discussed above) by $2.5 million; and(iii) depreciation and amortization of the logistics business by $2.9 million, mainly due to the depreciation of three new pushboats, and 72 new dry bargesacquired in 2014 and the acquisition of a bunker vessel that commenced operations in the first quarter of 2015.Provision for Losses on Accounts Receivable: For the year ended December 31, 2015, provision for losses on accounts receivable decreased by$0.7 million to $0.1 million, as compared to $0.8 million for the year ended December 31, 2014. The decrease was mainly attributable to the logisticsbusiness. 94 Table of ContentsInterest Income: Interest income decreased by $3.1 million to $2.4 million for the year ended December 31, 2015, as compared to $5.5 millionfor the same period in 2014, mainly due to $4.4 million decrease attributable to the arrangement fee earned in 2014 pursuant to the Navios Acquisition’sshort-term credit facility. This decrease was partially mitigated by (i) $1.0 million increase in interest income attributable to the dry bulk vessel operations,mainly due to interest income from Navios Europe I and Navios Europe II; and (ii) $0.3 million increase in interest income of the logistics business, mainlydue to higher income from short-term deposits.Interest Expense and Finance Cost: Interest expense and finance cost for the year ended December 31, 2015 decreased by $0.5 million, or 0.4%,to $113.2 million, as compared to $113.7 million in the same period of 2014. This decrease was due to a $0.8 million decrease in interest expense and financecost of the logistics business, mainly attributable to an increased amount of interest capitalized, which was partially mitigated by a $0.3 million increase ininterest expense and finance cost of dry bulk vessel operations.Other Income: Other income decreased by $10.8 million to $4.8 million for the year ended December 31, 2015, as compared to $15.6 million forthe year ended December 31, 2014. The decrease was due to a $9.1 million decrease in other income of dry bulk vessels operations and a $1.7 milliondecrease in other income of the logistics business.The decrease in other income of the dry bulk vessels operations is mainly due to (i) a $7.2 million decrease in income, relating to the sale of adefaulted counterparty claim to an unrelated third party during 2014; and (ii) a $3.6 million decrease in income relating to the termination of the creditdefault insurance policy in 2014. This decrease was partially offset by (i) a $0.9 million increase in gains from foreign exchange differences, and (ii) a $0.8million increase in miscellaneous other income.The decrease in other income of the logistics business was mainly due to the increased loss from foreign exchange differences as a result of theless favorable fluctuation of the U.S. dollar exchange rate against the local currencies in the countries where Navios Logistics conducts its operations.Other Expense: Other expense increased by $10.5 million to $35.0 million for the year ended December 31, 2015, as compared to $24.5 millionfor the year ended December 31, 2014. This increase was due to a $7.5 million increase in other expense of dry bulk vessels operations and a $3.0 millionincrease in other expense of the logistics business.The increase in other expense of dry bulk vessels operations is mainly due to a $18.8 million increase in claims under the Navios PartnersGuarantee (as defined below) during 2015. This increase was partially mitigated by (i) a $9.7 million decrease in expense relating to the reclassification toearnings of available-for-sale securities for an other-than-temporary impairment during 2015 compared to last year; and (ii) a $1.6 million decrease inmiscellaneous other expense. The increase in other expense of the logistics business was mainly due to an increase in taxes other-than-income taxes.Equity in Net Earnings of Affiliated Companies: Equity in net earnings of affiliated companies increased by $3.7 million, or 6.5%, to$61.5 million for the year ended December 31, 2015, as compared to $57.8 million for the same period in 2014. This increase was mainly due to a $6.4million increase in investment income which was partially offset by a $2.7 million decrease in amortization of deferred gain from the sale of vessels to NaviosPartners (as more fully described below). The $6.4 million increase in investment income consisted of (i) $23.8 million relating to Navios Acquisition (a$35.8 million increase in equity income, partially mitigated by a $12.0 million decrease mainly as a result of gains recorded in 2014 following the issuanceof shares after Navios Acquisition’s offering in February 2014 and the vesting of restricted stock awards in October 2014); (ii) a $1.3 million increase ininvestment income from Navios Europe II; and (iii) a $0.5 million increase in investment income from Navios Europe I. This total increase was partiallymitigated by (i) a $18.8 million decrease in investment income from Navios Partners ($11.2 million decrease as a result of gains recorded in 2014 followingthe issuance of shares for Navios Partners’ offering in February 2014, and a $7.6 million decrease in equity income); and (ii) a $0.4 million decrease ininvestment income from Acropolis. 95 Table of ContentsThe Company recognizes the gain from the sale of vessels to Navios Partners immediately in earnings only to the extent of the interest in NaviosPartners owned by third parties and defers recognition of the gain to the extent of its own ownership interest in Navios Partners (see also “Item 7.B. RelatedParty Transactions”).Income Tax Benefit/(Expense): Income tax benefit increased by $3.3 million to $3.2 million benefit for the year ended December 31, 2015, ascompared to a $0.1 million expense for the year ended December 31, 2014. The total change in income tax was attributable to Navios Logistics mainly due tothe effect of the pre-tax losses of certain subsidiaries of the barge business and lower pre-tax profit in the cabotage business.Net (Income)/ LossAttributable to the Noncontrolling Interest: Net income attributable to the noncontrolling interest increased by$13.9 million to $8.0 million income for the year ended December 31, 2015, as compared to $5.9 million loss for the same period in 2014. This increase wasmainly attributable to logistics business net income for the year ended December 31, 2015 compared to net loss for the same period in 2014.For the year ended December 31, 2014 compared to the year ended December 31, 2013The following table presents consolidated revenue and expense information for each of the years ended December 31, 2014 and 2013,respectively. This information was derived from the audited consolidated revenue and expense accounts of Navios Holdings for each of the years endedDecember 31, 2014 and 2013. (In thousands of U.S. dollars) Year EndedDecember 31,2014 Year EndedDecember 31,2013 Revenue $569,016 $512,279 Administrative fee revenue from affiliates 14,300 7,868 Time charter, voyage and logistics business expenses (263,304) (244,412) Direct vessel expenses (130,064) (114,074) General and administrative expenses incurred on behalf of affiliates (14,300) (7,868) General and administrative expenses (45,590) (44,634) Depreciation and amortization (104,690) (98,124) Provision for losses on accounts receivable (792) (630) Interest income 5,515 2,299 Interest expense and finance cost (113,660) (110,805) Loss on derivatives — (260) Gain on sale of assets — 18 Loss on bond and debt extinguishment (27,281) (37,136)Other income 15,639 17,031 Other expense (24,520) (10,447) Loss before equity in net earnings of affiliated companies $(119,731) $(128,895)Equity in net earnings of affiliated companies 57,751 19,344 Loss before taxes $(61,980) $(109,551)Income tax (expense)/benefit (84) 4,260 Net loss $(62,064) $(105,291)Less: Net loss/(income) attributable to the noncontrolling interest 5,861 (3,772) Net loss attributable to Navios Holdings common stockholders $(56,203) $(109,063) 96 Table of ContentsSet forth below are selected historical and statistical data for the dry bulk vessel operations segment for each of the years ended December 31,2014 and 2013 that the Company believes may be useful in better understanding the Company’s financial position and results of operations. Year EndedDecember 31, 2014 2013 FLEET DATA Available days 21,465 19,364 Operating days 21,422 19,062 Fleet utilization 99.8% 98.4%Equivalent vessels 59 53 AVERAGE DAILY RESULTS TCE $11,830 $12,029 During the year ended December 31, 2014, there were 2,101 more available days as compared to 2013, due to (i) an increase in available days forowned vessels by 1,861 days, mainly due to the delivery of the Navios Taurus, Navios Galileo, Navios Amitie, Navios Northern Star and N Amalthia in thesecond half of 2013 and the N Bonanza, Navios Gem and Navios Ray in 2014; and (ii) an increase in charter-in fleet available days by 240 days. NaviosHoldings can increase or decrease its fleet’s size by chartering-in vessels for long or short-term periods (less than one year).The average TCE rate for the year ended December 31, 2014 was $11,830 per day, $199 per day lower than the rate achieved in 2013. This wasdue primarily to the decline in the freight market during 2014 as compared to 2013.Revenue: Revenue from dry bulk vessel operations for the year ended December 31, 2014 was $300.2 million as compared to $275.2 million forthe same period during 2013. The increase of $25.0 million in dry bulk revenue was mainly attributable to an increase in available days as described above.This increase was partially mitigated by a decrease in TCE per day by 1.7% to $11,830 per day in the year ended December 31, 2014, as compared to $12,029per day in the same period of 2013.Revenue from the logistics business was $268.8 million for the year ended December 31, 2014 as compared to $237.1 million for the year endedDecember 31, 2013. The increase of $31.7 million was mainly attributable to (i) a $14.4 million increase in the port terminal business mainly attributable toan increase in the Paraguayan liquid port’s volume of products sold; (ii) a $11.9 million increase in the barge business mainly attributable to thecommencement of operations of three new dry cargo convoys under long-term time charter contracts during the second quarter of 2014; and (iii) a $5.4million increase in the cabotage business mainly attributable to an increase in the cabotage fleet’s operating days and the higher time-charter rates achieved.Administrative Fee Revenue From Affiliates: Administrative fee revenue from affiliates increased by $6.4 million, or 81.7%, to $14.3 millionfor the year ended December 31, 2014, as compared to $7.9 million for the year ended December 31, 2013. See general and administrative expensesdiscussion below.Time Charter, Voyage and Logistics Business Expenses: Time charter, voyage and logistics business expenses increased by $18.9 million or7.7% to $263.3 million for the year ended December 31, 2014, as compared to $244.4 million for the year ended December 31, 2013.Time charter and voyage expenses from dry bulk operations decreased by $1.6 million, or 1.0%, to $157.6 million for the year endedDecember 31, 2014, as compared to $159.2 million for the year ended December 31, 2013. This was primarily attributable to lower short-term and long-termcharter-in daily rates in the year ended December 31, 2014 compared to 2013. 97 Table of ContentsOf the total expenses for the years ended December 31, 2014 and 2013, $105.7 million and $85.2 million, respectively, were related to NaviosLogistics. The increase of $20.5 million in time charter, voyage and logistics business was mainly due to (i) a $15.7 million increase in the port terminalbusiness mainly attributable to the volume of products sold in the liquid port in Paraguay; and (ii) a $4.8 million increase in the barge business mainlyattributable to higher fuel expenses due to an increase in the number of voyages under COA contracts and an increase in time charter expense due to the shortterm charter-in of 36 barges delivered during the second and third quarter of 2014.Direct Vessel Expenses: Direct vessel expenses increased by $16.0 million, or 14.0%, to $130.1 million for the year ended December 31, 2014,as compared to $114.1 million for the year ended December 31, 2013. Direct vessel expenses include crew costs, provisions, deck and engine stores,lubricating oils, insurance premiums and costs for maintenance and repairs.Direct vessel expenses from dry bulk operations increased by $14.1 million, or 37.1%, to $52.1 million for the year ended December 31, 2014, ascompared to $38.0 million for the year ended December 31, 2013. This increase was mainly attributable to the increased number of vessels in NaviosHoldings’ fleet since the third quarter of 2013.Of the total amounts of direct vessel expenses for the years ended December 31, 2014 and 2013, $78.0 million and $76.1 million, respectively,related to Navios Logistics. The increase of $1.9 million in direct vessel expenses was mainly due to (i) a $2.4 million increase in the amortization of deferreddrydock and special survey costs; and (ii) a $1.3 million increase in direct vessel expenses of the barge business mainly attributable to the commencement ofoperations of three new drycargo convoys under long-term time charter contracts during the second quarter of 2014. This increase was partially mitigated bya $1.8 million decrease in direct vessel expenses of the cabotage business mainly attributable to lower crew and repairs and maintenance costs.General and Administrative Expenses Incurred on Behalf of Affiliates: General and administrative expenses incurred on behalf of affiliatesincreased by $6.4 million, or 81.7%, to $14.3 million for the year ended December 31, 2014, as compared to $7.9 million for the year ended December 31,2013. See general and administrative expenses discussion below.General and Administrative Expenses: General and administrative expenses of Navios Holdings are composed of the following: (in thousands of U.S. dollars) Year EndedDecember 31,2014 Year EndedDecember 31,2013 Administrative fee revenue from affiliates $(14,300) $(7,868)General and administrative expenses incurred on behalf of affiliates 14,300 7,868 General and administrative expenses 45,590 44,634 (in thousands of U.S. dollars) Year EndedDecember 31,2013 Year EndedDecember 31,2012 Dry bulk Vessel Operations $28,875 $30,643 Logistics Business 14,617 14,844 Sub-total 43,492 45,487 Credit risk insurance 1,142 5,844 General and administrative expenses $44,634 $51,331 98 Table of ContentsThe increase in general and administrative expenses by $1.0 million, or 2.1%, to $45.6 million for the year ended December 31, 2014, ascompared to $44.6 million for the year ended December 31, 2013, was mainly attributable to (i) a $2.1 million increase in payroll and other related costs; and(ii) a $0.2 million increase attributable to the logistics business. The overall increase was partially offset by (i) a $0.6 million decrease in professional, legaland audit fees; (ii) a $0.4 million decrease in other administrative expenses; and (iii) a $0.3 million decrease in credit risk insurance fees following thetermination of the credit default insurance policy on March 25, 2014.Depreciation and Amortization: For the year ended December 31, 2014, depreciation and amortization increased by $6.6 million to$104.7 million, as compared to $98.1 million for the year ended December 31, 2013. The increase was primarily due to an increase in (i) depreciation andamortization of dry bulk vessels by $4.9 million mainly attributable to the new vessel deliveries during the second half of 2013 and the first half of 2014; and(ii) depreciation and amortization of the logistics business by $1.7 million, mainly due to delivery of three new convoys in the first half of 2014 and theconstruction of the new conveyor belt completed in the fourth quarter of 2013.Provision for Losses on Accounts Receivable: For the year ended December 31, 2014, provision for losses on accounts receivable increased by$0.2 million to $0.8 million, as compared to $0.6 million for the year ended December 31, 2013. The increase was mainly due to a slight increase in bad debtprovisions in the dry bulk operations in the year ended December 31, 2014.Interest income: Interest income increased by $3.2 million to $5.5 million for the year ended December 31, 2014, as compared to $2.3 millionfor the same period in 2013. This increase was mainly attributable to the arrangement fee earned pursuant to the Navios Acquisition’s short-term creditfacility entered into November 2014, which was partially mitigated by a decrease in interest income from time deposits.Interest Expense and Finance Cost: Interest expense and finance cost for the year ended December 31, 2014 increased by $2.9 million, or 2.6%,to $113.7 million, as compared to $110.8 million in the same period of 2013. This increase was mainly due to (i) a $2.7 million increase in interest expenseand finance cost of the logistics business, mainly attributable to (a) the additional interest expense generated by the Additional 2019 Logistics Senior Notes(as defined herein) issued in March 2013; and (b) the additional interest expense generated by the 2022 Logistics Senior Notes issued in April 2014; and(ii) a $0.2 million increase in interest expense and finance cost of dry bulk vessel operations.Loss on Derivatives: The loss on derivatives decreased by $0.3 million for the year ended December 31, 2014 as compared to $0.3 million for thesame period in 2013. The Company entered into no FFA contracts during 2014.Loss on Bond and Debt Extinguishment: Loss on bond and debt extinguishment was $27.3 million for the year ended December 31, 2014, ascompared to $37.1 million for the year ended December 31, 2013.On April 22, 2014, Navios Logistics completed the sale of $375.0 million in aggregate principal amount of 7.25% senior notes due on May 1,2022 (the “2022 Logistics Senior Notes”). From the net proceeds of the offering, Navios Logistics repaid in full the $290.0 million of the 2019 LogisticsSenior Notes (as defined herein). The effect of this early repayment resulted in the recognition of a $27.3 million loss in the statement of comprehensive(loss)/income, which comprises a $7.9 million loss relating to the accelerated amortization of unamortized deferred finance costs, a $3.1 million gain relatingto the accelerated amortization of unamortized 2019 Logistics Senior Notes premium and a $22.5 million loss relating to cash payments for tender premiumfees and expenses.On November 29, 2013, Navios Holdings completed the sale of $650.0 million of its 2022 Notes. From the net proceeds of the offering NaviosHoldings repaid in full the $488.0 million of the 2017 Notes (as defined herein) and $123.3 million of senior secured debt . The effect of this early repaymentwas the recognition of a 99 Table of Contents$37.1 million loss in the statement of comprehensive (loss)/income, which comprises a $12.1 million loss relating to the accelerated amortization ofunamortized deferred finance costs and a $25.0 million loss relating to cash payments for transaction fees and expenses in connection with the 2017 Notes (asdefined herein) extinguishment.Other Income: Other income decreased by $1.4 million to $15.6 million for the year ended December 31, 2014, as compared to $17.0 million forthe year ended December 31, 2013. This decrease was due to a $3.5 million decrease in other income of dry bulk vessels operations partially mitigated by a$2.1 million increase in other income of the logistics business.The decrease in other income of dry bulk vessels operations is mainly due to the $15.0 million of income recorded from the full settlement ofKLC’s claims during 2013 (see “B. Business Overview — Legal Proceedings”). This overall decrease was partially mitigated by increases of (i) $7.2 millionof income relating to the sale of a defaulted counterparty claim to an unrelated third party; (ii) $3.6 million of income from the termination of the creditdefault insurance policy on March 25, 2014; and (iii) a $0.7 million increase in other income mainly attributable to foreign exchange differences.The increase in other income of the logistics business was mainly due to settlement of claims during 2014 and the increased gain from foreignexchange differences as a result of a favorable fluctuation of the U.S. dollar exchange rate against the local currencies in the countries where Navios Logisticsconducts its operations.Other Expense: Other expense increased by $14.0 million to $24.5 million for the year ended December 31, 2014, as compared to $10.5 millionfor the year ended December 31, 2013. This increase was due to a $12.1 million increase in other expense of dry bulk vessels operations and a $1.9 millionincrease in other expense of the logistics business.The increase in other expense of dry bulk vessels operations is mainly due to (i) a $11.5 million expense relating to the reclassification toearnings of available-for-sale securities for an other-than-temporary impairment; and (ii) a $0.6 million increase in miscellaneous other expenses. Theincrease in other expense of the logistics business was mainly due to an increase in taxes other-than-income taxes.Equity in Net Earnings of Affiliated Companies: Equity in net earnings of affiliated companies increased by $38.5 million, or 198.5%, to$57.8 million for the year ended December 31, 2014, as compared to $19.3 million for the same period in 2013. This increase was mainly due to a $40.1million increase in investment income which was partially offset by a $1.6 million decrease in amortization of deferred gain from the sale of vessels to NaviosPartners (as more fully described below). The $40.1 million increase in investment income consisted of (i) $40.4 million relating to Navios Acquisition($10.9 million of gains as a result of the issuance of shares following Navios Acquisition’s offering in February 2014 and the vesting of restricted stockawards in October 2014, and a $29.5 million increase in equity income); and (ii) a $0.9 million increase in investment income from Navios Europe andAcropolis. Total increase was partially mitigated by a $1.2 million decrease in investment income from Navios Partners ($4.8 million decrease in gains as aresult of the issuance of shares following Navios Partners’ offering in February 2014, and a $3.6 million increase in equity income).Navios Holdings’ ownership in both Navios Partners and Navios Acquisition decreased following Navios Partners’ offering in February 2014 andNavios Acquisition’s (i) offering in February 2014; and (ii) vesting of restricted stock awards in October 2014. The Company determined that the issuance ofshares and the vesting of restricted stock awards qualified as a sale of shares by the equity method investee.The Company recognizes the gain from the sale of vessels to Navios Partners immediately in earnings only to the extent of the interest in NaviosPartners owned by third parties and defers recognition of the gain to the extent of its own ownership interest in Navios Partners (see also “Item 7.B. RelatedParty Transactions”). 100 Table of ContentsIncome Tax (Expense)/ Benefit: Income tax expense increased by $4.4 million to $0.1 million for the year ended December 31, 2014, ascompared to a $4.3 million benefit for the year ended December 31, 2013. The total change in income taxes was mainly due to Navios Logistics’ merging ofcertain subsidiaries in Paraguay in the first quarter of 2013.Net Loss/(Income) Attributable to the Noncontrolling Interest: Net loss attributable to the noncontrolling interest increased by $9.7 million to$5.9 million loss for the year ended December 31, 2014, as compared to $3.8 million income for the same period in 2013. This increase was mainlyattributable to logistics business net loss for the year ended December 31, 2014 compared to net income for the same period in 2013.Non-Guarantor SubsidiariesOur non-guarantor subsidiaries accounted for approximately $251.0 million, or 52.2%, of our revenue, $16.2 million, or 12.1%, of our total netloss and approximately $74.4 million, or 66.0%, of Adjusted EBITDA, in each case, for the year ended December 31, 2015. Our non-guarantor subsidiariesaccounted for approximately $268.8 million, or 47.2%, of our revenue, $7.0 million, or 12.5%, of our total net loss and approximately $51.2 million, or29.0%, of Adjusted EBITDA, in each case, for the year ended December 31, 2014. Our non-guarantor subsidiaries accounted for approximately $237.1million, or 46.3%, of our revenue, $9.3 million, or 8.5%, of our total net loss and approximately $56.4 million, or 52.3%, of Adjusted EBITDA, in each case,for the year ended December 31, 2013.B. Liquidity and Capital ResourcesNavios Holdings has historically financed its capital requirements with cash flows from operations, equity contributions from stockholders,issuance of debt securities and borrowings under bank credit facilities. Main uses of funds have been capital expenditures for the acquisition of new vessels,new construction and upgrades at the port terminals, expenditures incurred in connection with ensuring that the owned vessels comply with international andregulatory standards, repayments of debt and payments of dividends. Navios Holdings may from time to time, subject to restrictions under its debt and equityinstruments, including limitations on dividends and repurchases under its preferred stock, depending upon market conditions and financing needs, use fundsto refinance or repurchase its debt in privately negotiated or open transactions, by tender offer or otherwise, in compliance with applicable laws, rules andregulations, at prices and on terms Navios Holdings deems appropriate and subject to Navios Holdings cash requirements for other purposes, compliance withthe covenants under Navios Holdings’ debt agreements, and other factors management deems relevant. Navios Holdings anticipates that cash on hand,borrowings and internally generated cash flows will be sufficient to fund the operations of the dry bulk vessel operations and the logistics businesses,including our present working capital requirements. Generally, our sources of funds may be from cash from operations, long-term borrowings and other debtor equity financings, proceeds from asset sales and proceeds from sale of our stake in our investments. We cannot assure you that we will be able to secureadequate financing or obtain additional funds on favorable terms, to meet our liquidity needs. See “Item 4.B Business Overview — Exercise of VesselPurchase Options”, “Working Capital Position” and “Long-Term Debt Obligations and Credit Arrangements” for further discussion of Navios Holdings’working capital position. 101 Table of ContentsThe following table presents cash flow information for each of the years ended December 31, 2015, 2014 and 2013. (in thousands of U.S. dollars) Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Net cash provided by operating activities $43,478 $56,323 $59,749 Net cash used in investing activities (36,499) (244,888) (258,571)Net cash (used in)/provided by financing activities (91,123) 248,290 128,785 (Decrease)/increase in cash and cash equivalents (84,144) 59,725 (70,037)Cash and cash equivalents, beginning of year 247,556 187,831 257,868 Cash and cash equivalents, end of year $163,412 $247,556 $187,831 Cash provided by operating activities for the year ended December 31, 2015 as compared to the year ended December 31, 2014:Net cash provided by operating activities decreased by $12.8 million to $43.5 million for the year ended December 31, 2015, as compared to$56.3 million for the year ended December 31, 2014. In determining net cash provided by operating activities, net loss is adjusted for the effects of certainnon-cash items including depreciation and amortization and deferred taxes which may be analyzed in detail as follows: (in thousands of U.S. dollars) Year EndedDecember 31,2015 Year EndedDecember 31,2014 Net loss $(126,067) $(62,064)Adjustments to reconcile net loss to net cash provided by operatingactivities: Depreciation and amortization 120,310 104,690 Amortization and write-off of deferred financing costs 4,524 4,061 Amortization of deferred drydock and special survey costs 13,340 12,263 Provision for losses on accounts receivable 59 792 Share based compensation 5,591 7,719 Loss on bond and debt extinguishment — 4,786 Income tax (benefit)/expense (3,154) 84 Realized holding loss on investments in-available-for-sale-securities 1,782 11,553 Equity in affiliates, net of dividends received (30,398) (22,179)Net loss adjusted for non-cash items $(14,013) $61,705 Accounts receivable, net, decreased by $20.8 million, from $85.6 million at December 31, 2014 to $64.8 million at December 31, 2015. Thedecrease was primarily due to (i) a $9.0 million decrease in accounts receivable from charterers and other receivables; (ii) a $8.6 million decrease in accruedvoyage income and expenses in dry bulk operations business; and (iii) a $3.2 million decrease in accounts receivable of Navios Logistics mainly attributableto lower sales of products close to the year end.Amounts due from/(to) affiliate companies, including current and non-current portion, decreased by $40.6 million from $37.5 million receivablefor the year ended December 31, 2014 to $3.1 million payable for 102 Table of Contentsthe year ended December 31, 2015. This decrease was due to (a) a $13.3 million decrease in dividends receivable and long-term receivable from affiliatecompanies; (b) a $30.3 million net increase in payable of management and administrative fees, other expenses and reimbursement for drydocking costs; and(c) a $3.0 million increase in loan receivable from Navios Europe I and Navios Europe II.Inventories decreased by $8.1 million, from $32.5 million at December 31, 2014 to $24.4 million at December 31, 2015. The decrease wasprimarily due to (i) a $6.7 million decrease in inventories of Navios Logistics mainly attributable to an decrease in inventories in the liquid port; and (ii) a$1.4 million decrease in inventories on board our dry bulk vessels.Prepaid expenses and other current assets increased by $2.4 million, from $21.7 million at December 31, 2014 to $24.1 million at December 31,2015. The increase was primarily due to (i) a $7.5 million increase in accounts receivable claims; and (ii) a $0.5 million increase in taxes. This increase waspartially offset by (i) a $1.1 million decrease in prepaid voyage and operating costs; (ii) a $0.1 million decrease in other assets; and (iii) a $4.4 milliondecrease in prepaid expenses and other current assets of Navios Logistics mainly attributable a decrease in accounts receivable claims.Other long term assets decreased by $3.5 million, from $7.0 million at December 31, 2014 to $3.5 million at December 31, 2015. The decreasewas primarily due to a $3.7 million decrease in long-term receivables from charters, which was partially offset by a $0.2 million increase in other long-termassets of Navios Logistics.Accounts payable increased by $18.8 million, from $53.8 million at December 31, 2014 to $72.6 million at December 31, 2015. The increasewas primarily due to (i) a $13.8 million increase in accounts payable to suppliers; (ii) a $9.1 million increase in accounts payable to insurers; (iii) a $5.9million increase in accounts payable relating to utilities and other service providers, repairers and legal, audit and consulting services; (iv) a $2.2 millionincrease in port agents payable; (v) a $0.3 million increase in accounts payable to headowners; and (vi) a $0.1 million increase in accounts payable tobunkers and lubricants suppliers. This increase was partially mitigated by (i) a $4.1 million decrease in accounts payable relating to brokers and otheraccounts payable; and (ii) a $8.5 million decrease in accounts payable of Navios Logistics.Accrued expenses and other liabilities decreased by $4.2 million to $103.1 million at December 31, 2015 from $107.3 million at December 31,2014. The decrease was primarily due to (i) a $7.0 million decrease in accrued voyage expenses; (ii) a $0.3 million decrease in accrued running costs; (iii) a$0.2 million decrease in accrued payroll; (iv) a $0.2 million decrease in accrued interest; and (v) a $9.5 million decrease in accrued expenses of NaviosLogistics. This decrease was partially mitigated by (i) a $8.8 million increase in claims submitted under the Navios Partners Guarantee (as defined below);(ii) a $3.9 million increase in other accrued expenses and other liabilities; and (iii) a $0.3 million increase in accrued estimated losses on uncompletedvoyages.Deferred income and cash received in advance increased by $1.1 million to $13.5 million at December 31, 2015 from $12.4 million atDecember 31, 2014. Deferred income primarily reflects freight and charter-out amounts collected on voyages that have not been completed and the currentportion of the deferred gain from the sale of various vessels to Navios Partners to be amortized over the next year. The increase was primarily due to (i) a $0.8million increase in deferred freight; and (ii) a $ 1.0 million increase in deferred income of Navios Logistics, partially mitigated by a $0.7 million decrease inthe current portion of deferred gain from the sale of assets to Navios Partners. 103 Table of ContentsOther long term liabilities and deferred income increased by $3.4 million to $20.9 million at December 31, 2015 from $17.5 million atDecember 31, 2014. The increase was primarily due to (i) a $6.5 million increase in claims submitted under the Navios Partners Guarantee (as defined below);and (ii) a $0.1 million increase in other long term payables. This increase was partially offset by (i) a $1.8 million decrease in the non-current portion ofdeferred gain from the sale of vessels to Navios Partners; and (ii) a $1.4 million decrease in other long-term liabilities of Navios Logistics.Cash used in investing activities for the year ended December 31, 2015 as compared to the year ended December 31, 2014:Cash used in investing activities was $36.5 million for the year ended December 31, 2015, as compared to $244.9 million for the same period of2014.Cash used in investing activities for the year ended December 31, 2015 was the result of (i) $16.2 million in payments for the acquisition ofcommon units and general partner units following Navios Partners’ offering in February 2015; (ii) a $6.7 million investment in Navios Europe II; (iii) $7.6million in payments relating to deposits for the acquisition of two bulk carrier vessels delivered in January 2016; (iv) a $7.3 million loan to Navios Europe II;(v) $0.3 million in payments in other fixed assets; and (vi) $27.0 million in payments in fixed assets by Navios Logistics as follows: (a) $0.8 million inpayments for the transportation and other acquisition costs of new dry barges; (b) $12.1 million in payments for the expansion of the dry port terminal;(c) $7.1 million in payments for the construction of three new pushboats; and (d) $7.0 million in payments for improvements and purchase of other fixedassets. The above were partially offset by (i) $18.2 million in dividends received from Navios Acquisition; and (ii) $10.4 million loan repayment from NaviosAcquisition.Cash used in investing activities for the year ended December 31, 2014 was the result of (i) $2.2 million used to purchase general partner units inNavios G.P. LLC, the general partner of Navios Partners (“General Partner”) following Navios Partners’ common equity offering in February 2014; (ii) $22.1million in payments relating to deposits for the acquisition of two bulk carrier vessels delivered in January of 2016; (iii) $5.1 million ouflow relating toNavios Acquisition’s long term receivable; (iv) a $4.5 million loan to Navios Europe; (v) $123.5 million in payments for the acquisition of the N Bonanza,the Navios Gem and the Navios Ray in January, June and November 2014, respectively; (vi) $10.2 million relating to the acquisition of Edolmix and Cartisur(both acquisitions of intangible assets) by Navios Logistics; (vii) $0.2 million of payments in other fixed assets; and (viii) $91.7 million of payments in fixedassets by Navios Logistics as follows: (a) $6.9 million for the construction of three new pushboats; (b) $3.7 million for the acquisition and transport of threepushboats delivered in the first quarter of 2014; (c) $52.7 million for the construction and transport of new dry barges; (d) $16.3 million for dredging worksrelated to the expansion of the dry port in Uruguay; (e) $5.5 million in payments for the acquisition of a second-hand bunker vessel, including relocationcosts; (f) $0.7 million in payments for the construction of a new conveyor belt in Nueva Palmira; and (g) $5.9 million for the purchase of other fixed assets.The above were partially offset by $14.6 million in dividends received from Navios Acquisition.Cash (used in)/provided by financing activities for the year ended December 31, 2015 as compared to the year ended December 31, 2014:Cash used in financing activities was $91.1 million for the year ended December 31, 2015, as compared to $248.3 million provided by financingactivities for the same period of 2014.Cash used in financing activities for the year ended December 31, 2015 was the result of (i) $36.0 million of payments performed in connectionwith the Company’s outstanding indebtedness, of which $24.1 million related to installments for the year 2015, $6.9 million to installments for the year 2016and $5.0 million to balloon payments due in 2019 and 2020; (ii) $6.8 million for the payment of the balance of the purchase price for two companiesacquired by Navios Logistics in 2014 (both acquisitions of intangible assets), (iii) $1.5 million relating to payments for capital lease obligations; (iv) $35.4million of dividends paid to the Company’s 104 Table of Contentsstockholders; (v) a $11.1 million increase in restricted cash relating to loan repayments and security under certain credit facilities; (vi) $0.2 million inpayments for the acquisition of treasury stock; and (vii) $0.1 million in payments for debt issuance cost, in relation to the acquisition of two bulk carriervessels delivered in January 2016.Cash provided by financing activities for the year ended December 31, 2014 was the result of (i) $163.6 million net proceeds following the saleof the Series G on January 28, 2014 and Series H on July 8, 2014; (ii) $3.5 million contribution of noncontrolling shareholders for the acquisition of the NBonanza; (iii) $0.6 million in proceeds from the exercise of options to purchase common stock; (iv) $71.0 million of loan proceeds (net of $1.2 millionfinance fees) for financing the acquisition of the N Bonanza, the Navios Gem and the Navios Ray; and (v) $365.7 million of proceeds from the issuance of the2022 Logistics Senior Notes in April 2014 (net of $9.3 million finance fees). This was partially offset by: (i) $20.8 million of installments paid in connectionwith the Company’s outstanding indebtedness; (ii) $290.0 million repayment of the 2019 Logistics Senior Notes (as defined herein); (iii) $32.7 million ofdividends paid to the Company’s stockholders; (iv) $10.9 million relating to payments for the acquisition of the noncontrolling interest in Navios Asia;(v) $1.4 million relating to payments for capital lease obligations; and (vi) $0.3 million increase in restricted cash relating to loan repayments.Cash provided by operating activities for the year ended December 31, 2014 as compared to the year ended December 31, 2013:Net cash provided by operating activities decreased by $3.4 million to $56.3 million for the year ended December 31, 2014, as compared to$59.7 million for the year ended December 31, 2013. In determining net cash provided by operating activities, net loss is adjusted for the gain on sale ofassets and effects of certain non-cash items including depreciation and amortization, deferred taxes and unrealized gains and losses on derivatives which maybe analyzed in detail as follows: (in thousands of U.S. dollars) Year EndedDecember 31,2014 Year EndedDecember 31,2013 Net loss $(62,064) $(105,291)Adjustments to reconcile net loss to net cash provided by operatingactivities: Depreciation and amortization 104,690 98,124 Amortization and write-off of deferred financing costs 4,061 5,384 Amortization of deferred drydock and special survey costs 12,263 9,581 Provision for losses on accounts receivable 792 630 Unrealized loss on FFA derivatives — 69 Share based compensation 7,719 5,021 Gain on sale of assets — (18)Loss on bond and debt extinguishment 4,786 12,142 Income tax expense/(benefit) 84 (4,260)Realized holding loss on investments in-available-for-sale-securities 11,553 — Equity in affiliates, net of dividends received (22,179) 19,781 Net loss adjusted for non-cash items $61,705 $41,163 Accounts receivable, net, decreased by $0.6 million, from $86.2 million at December 31, 2013 to $85.6 million at December 31, 2014. Thedecrease was primarily due to (i) a $7.5 million decrease in accounts 105 Table of Contentsreceivable from charterers and other receivables; and (ii) a $0.9 million decrease in accrued voyage income in dry bulk operations business. This decrease waspartially offset by a $7.8 million increase in accounts receivable of Navios Logistics mainly attributable to higher sales of products close to year end.Amounts due from affiliate companies, including current and non-current portion, increased by $24.0 million from $13.5 million for the yearended December 31, 2013 to $37.5 million for the year ended December 31, 2014. This increase was due to (i) a $20.1 million increase in management andadministrative fees, other expenses and reimbursement for drydocking costs receivable from Navios Acquisition; (ii) a $1.1 million increase in managementand administrative fees, other expenses and reimbursement for drydocking costs receivable from Navios Partners; (iii) a $2.7 million increase in managementfees, loans interest and other expenses receivable from Navios Europe; and (iv) a $0.1 million increase in accounts receivable from Navios Midstream.Inventories increased by $5.9 million, from $26.6 million at December 31, 2013 to $32.5 million at December 31, 2014. The increase wasprimarily due to (i) a $3.5 million increase in inventories of Navios Logistics mainly attributable to an increase in petroleum products inventories in theliquid port; and (ii) a $2.4 million increase in inventories on board of our dry bulk vessels.Prepaid expenses and other current assets decreased by $7.3 million, from $29.0 million at December 31, 2013 to $21.7 million at December 31,2014. The decrease was primarily due to (i) a $5.5 million decrease in accounts receivable claims; (ii) a $2.8 million decrease in prepaid voyage andoperating costs; and (iii) a $0.9 million decrease in prepaid taxes and advances to agents. This decrease was partially offset by (i) a $0.1 million increase inother assets; and (ii) a $1.8 million increase in prepaid expenses and other current assets of Navios Logistics mainly attributable to an increase in accountsreceivable claims.Other long term assets increased by $1.5 million, from $5.5 million at December 31, 2013 to $7.0 million at December 31, 2014. The increasewas primarily due to a $2.7 million increase in long-term receivables from charterers, which was partially offset by a $1.2 million decrease in other long-termassets of Navios Logistics.Accounts payable increased by $2.1 million, from $51.7 million at December 31, 2013 to $53.8 million at December 31, 2014. The increase wasprimarily due to (i) a $11.2 million increase in accounts payable of Navios Logistics; (ii) a $2.5 million increase in accounts payable to bunkers andlubricants suppliers; (iii) a $0.9 million increase in accounts payable relating to utilities and other service providers, repairers and legal, audit and consultingservices; and (iv) a $0.9 million increase in accounts payable relating to brokers and other accounts payable. This increase was partially offset by (i) a $3.3million decrease in accounts payable to headowners; (ii) a $2.9 million decrease in accounts payable to suppliers; and (iii) a $7.2 million decrease inaccounts payable to insurers.Accrued expenses and other liabilities increased by $43.1 million to $107.3 million at December 31, 2014 from $64.2 million at December 31,2013. The increase was primarily due to (i) a $17.8 million increase in accrued interest; (ii) a $9.7 million increase in accrued running costs; (iii) a $3.1million increase in accrued dividends; (iv) a $1.6 million increase in accrued voyage expenses; (v) a $1.1 million increase in accrued estimated losses onuncompleted voyages; (vi) a $1.7 million increase in accrued payroll; (vii) a $1.6 million increase in other accrued expenses and other liabilities; and (viii) a$6.5 million increase in accrued expenses of Navios Logistics.Deferred income and cash received in advance decreased by $0.8 million to $12.4 million at December 31, 2014 from $13.2 million atDecember 31, 2013. Deferred income primarily reflects freight and charter-out amounts collected on voyages that have not been completed and the currentportion of the deferred gain from the sale of various vessels to Navios Partners to be amortized over the next year. The decrease was primarily due to (i) a $1.4million decrease in the current portion of deferred gain from the sale of assets to 106 Table of ContentsNavios Partners; and (ii) a $4.7 million decrease in deferred freight. This decrease was partially offset by a $5.3 million increase in deferred income of NaviosLogistics.Other long term liabilities and deferred income decreased by $7.7 million to $17.5 million at December 31, 2014 from $25.2 million atDecember 31, 2013. The decrease was primarily due to (i) a $3.9 million decrease in the non-current portion of deferred gain from the sale of vessels to NaviosPartners; and (ii) a $4.0 million decrease in other long-term liabilities of Navios Logistics mainly due to the repayment of installments for the acquisition ofthe chartered-in fleet. This decrease was partially offset by a $0.2 million increase in other long term payables.Cash used in investing activities for the year ended December 31, 2014 as compared to the year ended December 31, 2013:Cash used in investing activities was $244.9 million for the year ended December 31, 2014, as compared to $258.6 million for the same period of2013.Cash used in investing activities for the year ended December 31, 2014 was the result of (i) $2.2 million used to purchase general partner units inthe General Partner following Navios Partners’ common equity offering in February 2014; (ii) $22.1 million in payments relating to deposits for theacquisition of two bulk carrier vessels delivered in January of 2016; (iii) $5.1 million ouflow relating to Navios Acquisition’s long term receivable; (iv) a$4.5 million loan to Navios Europe; (v) $123.5 million in payments for the acquisition of the N Bonanza, the Navios Gem and the Navios Ray in January,June and November 2014, respectively; (vi) $10.2 million relating to the acquisition of Edolmix and Cartisur (both acquisitions of intangible assets) byNavios Logistics; (vii) $0.2 million of payments in other fixed assets; and (viii) $91.7 million of payments in fixed assets by Navios Logistics as follows:(a) $6.9 million for the construction of three new pushboats; (b) $3.7 million for the acquisition and transport of three pushboats delivered in the first quarterof 2014; (c) $52.7 million for the construction and transport of new dry barges; (d) $16.3 million for dredging works related to the expansion of the dry portin Uruguay; (e) $5.5 million in payments for the acquisition of a second-hand bunker vessel, including relocation costs; (f) $0.7 million in payments for theconstruction of a new conveyor belt in Nueva Palmira; and (g) $5.9 million for the purchase of other fixed assets. The above were partially offset by $14.6million in dividends received from Navios Acquisition.Cash used in investing activities for the year ended December 31, 2013 was the result of (i) $167.9 million in payments relating to (a) $3.2million used to purchase general partner units following a Navios Partners’ common equity offerings; (b) $160.0 million relating to the acquisition of NaviosAcquisition shares as part of its February, May and September 2013 equity offerings; and (c) $4.7 million investment in Navios Europe; (ii) $2.1 millionrelating to the acquisition of port terminal operating rights; (iii) $85.7 million in payments relating to the acquisition of four Panamax vessels (NaviosGalileo, Navios Taurus, Navios Amitie and Navios Northern Star) during the third quarter of 2013, and the acquisition of N Amalthia in October 2013;(iv) $60.2 million of payments in other fixed assets mainly relating to amounts paid by Navios Logistics (a) for the construction of a new conveyor belt inNueva Palmira; (b) the construction of two new tank barges; and (c) the purchase of other fixed assets; and (v) $2.7 million loan to Navios Europe. The abovewas partially offset by (i) a $35.0 million loan repayment from Navios Acquisition; (ii) a $14.9 million inflow relating to Navios Acquisition’s long-termreceivable; and (iii) $10.1 million in dividends received from Navios Acquisition.Cash provided by financing activities for the year ended December 31, 2014 as compared to the year ended December 31, 2013:Cash provided by financing activities was $248.3 million for the year ended December 31, 2014, as compared to $128.8 million for the sameperiod of 2013.Cash provided by financing activities for the year ended December 31, 2014 was the result of (i) $163.6 million net proceeds following the saleof the Series G on January 28, 2014 and Series H on July 8, 107 Table of Contents2014; (ii) $3.5 million contribution of noncontrolling shareholders for the acquisition of the N Bonanza; (iii) $0.6 million in proceeds from the exercise ofoptions to purchase common stock; (iv) $71.0 million of loan proceeds (net of $1.2 million finance fees) for financing the acquisition of the N Bonanza, theNavios Gem and the Navios Ray; and (v) $365.7 million of proceeds from the issuance of the 2022 Logistics Senior Notes in April 2014 (net of $9.3 millionfinance fees). This was partially offset by: (i) $20.8 million of installments paid in connection with the Company’s outstanding indebtedness; (ii) $290.0million repayment of the 2019 Logistics Senior Notes (as defined herein); (iii) $32.7 million of dividends paid to the Company’s stockholders; (iv) $10.9million relating to payments for the acquisition of the noncontrolling interest in Navios Asia; (v) $1.4 million relating to payments for capital leaseobligations; and (vi) $0.3 million increase in restricted cash relating to loan repayments.Cash provided by financing activities for the year ended December 31, 2013 was the result of (i) $90.2 million of proceeds (net of $3.2 millionfinance fees) from the Additional 2019 Logistics Senior Notes (as defined herein) issued in March 2013; (ii) $635.3 million of proceeds (net of $14.7 millionfinance fees) from the 2022 Notes issued in November 2013; (iii) a $22.2 million movement in restricted cash relating to loan repayments; (iv) $50.4 millionof loan proceeds (net of $0.9 million finance fees) for financing the acquisition of five Panamax vessels (Navios Galileo, Navios Taurus, Navios Amitie,Navios Northern Star and N Amalthia); (v) $0.6 million of proceeds from the exercise of options to purchase common stock; and (vi) $3.9 millioncontribution of noncontrolling shareholders for the acquisition of N Amalthia. This was partially offset by (i) $157.2 million of installments paid inconnection with the Company’s outstanding indebtedness; (ii) $488.0 million full repayment of the 2017 Notes (as defined herein); (iii) $1.4 million relatingto payments for capital lease obligations; (iv) $0.8 million for acquisition of noncontrolling interest relating to Navios Logistics; and (v) $26.4 million ofdividends paid to the Company’s stockholders.Adjusted EBITDA: EBITDA represents net income/(loss) attributable to Navios Holdings common stockholders before interest and finance costsbefore depreciation and amortization and income taxes. Adjusted EBITDA in this document represents EBITDA before stock-based compensation. NaviosHoldings believes that Adjusted EBITDA is a basis upon which liquidity can be assessed and represents useful information to investors regarding NaviosHoldings’ ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and pay dividends. Navios Holdings alsobelieves that Adjusted EBITDA is used (i) by prospective and current lessors as well as potential lenders to evaluate potential transactions; and (ii) toevaluate and price potential acquisition candidates.Adjusted EBITDA has limitations as an analytical tool, and therefore, should not be considered in isolation or as a substitute for the analysis ofNavios Holdings’ results as reported under U.S. GAAP. Some of these limitations are: (i) Adjusted EBITDA does not reflect changes in, or cash requirementsfor, working capital needs; and (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to bereplaced in the future. Adjusted EBITDA does not reflect any cash requirements for such capital expenditures. Because of these limitations, among others,Adjusted EBITDA should not be considered as a principal indicator of Navios Holdings’ performance. Furthermore, our calculation of Adjusted EBITDA maynot be comparable to that reported by other companies due to differences in methods of calculation.For a reconciliation of cash flows from operating activities to Adjusted EBITDA refer to “Item 3. Key Information- A. Selected Financial Data.”Adjusted EBITDA for the years ended December 31, 2015 and 2014 was $112.8 million and $176.7 million, respectively. The $63.9 milliondecrease in Adjusted EBITDA was primarily due to (i) a $88.2 million decrease in revenue; (ii) a $10.7 million decrease in other income; (iii) a $10.4 millionincrease in other expenses; and (iv) a $13.9 million increase in net income attributable to the noncontrolling interest. This overall decrease of $123.2 millionwas partially mitigated by (i) a $15.4 million decrease in time charter, voyage and logistics business expenses; (ii) a $2.9 million decrease in direct vesselexpenses (excluding the amortization of deferred drydock and special survey costs); (iii) a $9.3 million decrease in general and administrative expenses 108 Table of Contents(excluding share-based compensation expenses); (iv) a $0.7 million decrease in provision for losses on accounts receivable; (v) a $3.7 million increase inequity in net earnings from affiliated companies; and (vi) a $27.3 million decrease in loss on bond and debt extinguishment.Adjusted EBITDA for the years ended December 31, 2014 and 2013 was $176.7 million and $107.9 million, respectively. The $68.8 millionincrease in Adjusted EBITDA was primarily due to (i) a $56.7 million increase in revenue; (ii) a $38.5 million increase in equity in net earnings fromaffiliated companies; (iii) a $9.7 million increase in loss attributable to the noncontrolling interest; (iv) a $9.8 million decrease in loss on bond and debtextinguishment; (v) a $1.7 million decrease in general and administrative expenses (excluding share-based compensation expenses); and (vi) a $0.3 milliondecrease in losses on derivatives. This overall increase of $116.7 million was partially mitigated by (i) a $13.3 million increase in direct vessel expenses(excluding the amortization of deferred drydock and special survey costs); (ii) a $18.9 million increase in time charter, voyage and logistics businessexpenses; (iii) a $14.1 million increase in other expenses; (iv) a $1.4 million decrease in other income; and (v) a $0.2 million increase in provision for losseson accounts receivable.Long-Term Debt Obligations and Credit Arrangements:Navios Holdings loansSenior NotesOn January 28, 2011, the Company and its wholly owned subsidiary, Navios Maritime Finance II (US) Inc. (together with the Company, the “2019 Co-Issuers”) completed the sale of $350.0 million of 8.125% Senior Notes due 2019 (the “2019 Notes”).The 2019 Notes are fully and unconditionally guaranteed, jointly and severally and on an unsecured senior basis, by all of the Company’s subsidiaries,other than Navios Maritime Finance II (US) Inc., Navios Maritime Finance (US) Inc., Navios Logistics and its subsidiaries and Navios GP L.L.C. Thesubsidiary guarantees are “full and unconditional”, except that the indenture provides for an individual subsidiary’s guarantee to be automatically releasedin certain customary circumstances, such as when a subsidiary is sold or all of the assets of the subsidiary are sold, the capital stock is sold, when thesubsidiary is designated as an “unrestricted subsidiary” for purposes of the indenture, upon liquidation or dissolution of the subsidiary or upon legal orcovenant defeasance or satisfaction and discharge of the 2019 Notes. The 2019 Co-Issuers have the option to redeem the 2019 Notes in whole or in part, at afixed price of 104.063% of the principal amount, which price declines ratably until it reaches par in 2017, plus accrued and unpaid interest, if any. Inaddition, upon the occurrence of certain change of control events, the holders of the 2019 Notes will have the right to require the 2019 Co-Issuers torepurchase some or all of the 2019 Notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.The 2019 Notes contain covenants which, among other things, limit the incurrence of additional indebtedness, issuance of certain preferredstock, the payment of dividends, redemption or repurchase of capital stock or making restricted payments and investments, creation of certain liens, transferor sale of assets, entering in transactions with affiliates, merging or consolidating or selling all or substantially all of the 2019 Co-Issuers’ properties andassets and creation or designation of restricted subsidiaries. The 2019 Co-Issuers were in compliance with the covenants as of December 31, 2015.Ship Mortgage NotesIn November 2009, the Company and its wholly-owned subsidiary, Navios Maritime Finance (US) Inc. (together, the “Mortgage Notes Co-Issuers”)issued $400.0 million of first priority ship mortgage notes due on November 1, 2017 at a fixed rate of 8.875% (the “2017 Notes”). In July 2012, the MortgageNotes Co-Issuers issued an additional $88.0 million of the 2017 Notes at par value. On November 29, 2013, Navios Holdings completed the sale of $650.0million of its 7.375% First Priority Ship Mortgage Notes due 2022 (the “2022 Notes”). The net proceeds of the offering of the 2022 Notes have been used:(i) to repay, in full, the 2017 Notes; 109 Table of Contentsand (ii) to repay in full indebtedness of $123.3 million relating to six vessels added as collateral under the 2022 Notes. The remainder has been used forgeneral corporate purposes. The effect of this transaction was the recognition of a $37.1 million loss in the consolidated statement of comprehensive(loss)/income under “Loss on bond and debt extinguishment”.The 2022 Notes are senior obligations of Navios Holdings and Navios Maritime Finance II (US) Inc. (the “2022 Co- Issuers”) and are secured by firstpriority ship mortgages on 23 dry bulk vessels owned by certain subsidiary guarantors and certain other associated property and contract rights. The 2022Notes are unregistered and fully and unconditionally guaranteed, jointly and severally by all of the Company’s direct and indirect subsidiaries that guaranteethe 2019 Notes and Navios Maritime Finance II (US) Inc. The guarantees of the Company’s subsidiaries that own mortgaged vessels are senior securedguarantees and the guarantees of the Company’s subsidiaries that do not own mortgaged vessels are senior unsecured guarantees. In addition, the 2022 Co-Issuers have the option to redeem the 2022 Notes in whole or in part, at any time (i) before January 15, 2017, at a redemption price equal to 100% of theprincipal amount plus a make whole price which is based on a formula calculated using a discount rate of treasury bonds plus 50 basis points, and (ii) on orafter January 15, 2017, at a fixed price of 105.531%, which price declines ratably until it reaches par in 2020.Furthermore, upon occurrence of certain change of control events, the holders of the 2022 Notes may require the 2022 Co-Issuers to repurchase some orall of the notes at 101% of their face amount. The 2022 Notes contain covenants, which among other things, limit the incurrence of additional indebtedness,issuance of certain preferred stock, the payment of dividends, redemption or repurchase of capital stock or making restricted payments and investments,creation of certain liens, transfer or sale of assets, entering into certain transactions with affiliates, merging or consolidating or selling all or substantially allof the 2022 Co-Issuers’ properties and assets and creation or designation of restricted subsidiaries. The 2022 Co-Issuers were in compliance with thecovenants as of December 31, 2015.Secured Credit FacilitiesThe majority of the Company’s senior secured credit facilities include maintenance covenants, including (i) loan-to-value ratio covenants, based oneither charter-adjusted valuations, or charter-free valuations, (ii) minimum liquidity and (iii) net total debt divided by total assets, as defined in each seniorsecured credit facility. As of December 31, 2015, the Company and its subsidiaries were in compliance with all of the covenants under each of its creditfacilities outlined below.HSH/Commerzbank Facility: In February 2007, Navios Holdings entered into a secured loan facility with HSH Nordbank and Commerzbank AG. Thefacility was initially composed of a $280.0 million term loan facility and a $120.0 million reducing revolving facility. The interest rate of the loan facilitywas based on a margin ranging from 115 basis points to 175 basis points depending on the specified security value.On November 29, 2013, the Company repaid the loan and revolving credit facility in full using a portion of the proceeds of the 2022 Notes issued inNovember 2013.Credit Agricole (formerly Emporiki) Facilities: In December 2012, the Emporiki Bank of Greece’s facilities were transferred to Credit AgricoleCorporate and Investment Bank.In September 2010, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece for an amount of up to $40.0 million in order topartially finance the construction of Navios Azimuth. As of December 31, 2015, the outstanding amount under the loan facility was repayable in 11 semi-annual equal installments of $1.2 million with a final balloon payment of $8.0 million on the last payment date. The loan bears interest at a rate of LIBORplus 275 basis points. The loan facility requires compliance with certain financial covenants. In December 2015, Navios Azimuth was added as collateral tothe Navios Asia facility. As of December 31, 2015, the outstanding amount under this facility was $21.3 million. 110 Table of ContentsIn August 2009, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece for an amount of up to $75.0 million to partiallyfinance the acquisition costs of two Capesize vessels. The loan bore interest at a rate of LIBOR plus 175 basis points. On November 29, 2013, the Companyrepaid the loan in full using a portion of the proceeds of the 2022 Notes.In August 2011, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece for an amount of up to $23.0 million in order topartially finance the construction of one newbuilding bulk carrier. As of December 31, 2015, the facility is repayable in 13 semi-annual equal installments of$0.7 million, with a final balloon payment of $7.3 million on the last payment date. The loan bears interest at a rate of LIBOR plus 275 basis points. The loanfacility requires compliance with certain covenants. As of December 31, 2015, the outstanding amount under this facility was $16.1 million.In December 2011, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece for an amount of up to $23.0 million in order topartially finance the construction of one newbuilding bulk carrier. As of December 31, 2015, the outstanding amount under the loan facility was repayable in13 semi-annual equal installments of $0.7 million after the drawdown date, with a final balloon payment of $7.5 million on the last payment date. The loanbears interest at a rate of LIBOR plus 325 basis points. The loan facility requires compliance with certain covenants. As of December 31, 2015, theoutstanding amount under this facility was $16.6 million.On December 20, 2013, Navios Asia entered into a facility with Credit Agricole Corporate and Investment Bank for an amount of up to $22.5 millionin two equal tranches, in order to finance the acquisition of the N Amalthia, which was delivered in October 2013, and the N Bonanza, which was delivered inJanuary 2014. The two tranches bear interest at a rate of LIBOR plus 300 basis points. Each tranche is repayable in ten equal semi-annual installments of $0.6million, with a final balloon payment of $5.6 million on the last repayment date. The loan facility requires compliance with certain financial covenants. As ofDecember 31, 2015, the outstanding amount of the loan was $18.6 million.DNB Facilities: In August 2010, Navios Holdings entered into a facility agreement with DNB NOR BANK ASA for an amount of up to $40.0 million inorder to partially finance the construction of one Capesize bulk carrier. The loan bore interest at a rate of LIBOR plus 275 basis points. On November 29,2013, the Company repaid the loan in full using a portion of the proceeds of the 2022 Notes.Commerzbank Facility: In June 2009, Navios Holdings entered into a facility agreement for an amount of up to $240.0 million (divided into fourtranches of $60.0 million) with Commerzbank AG in order to partially finance the acquisition of a Capesize vessel and the construction of three Capesizevessels. Following the delivery of two Capesize vessels, Navios Holdings cancelled two of the four tranches and in October 2010 fully repaid theiroutstanding loan balances of $53.6 million and $54.5 million, respectively. As of December 31, 2015, the third tranche of the facility is repayable in 10quarterly installments of $0.9 million, with a final balloon payment of $9.1 million on the last payment date; and the fourth tranche of the facility isrepayable in 16 quarterly installments of $0.8 million, with a final balloon payment of $9.1 million on the last payment date. The loan bears interest at a ratebased on a margin of 225 basis points. The loan facility requires compliance with certain covenants. As of December 31, 2015, the outstanding amount was$40.5 million.DVB Bank SE Facilities: On March 23, 2012, Navios Holdings entered into a facility agreement with a syndicate of banks led by DVB Bank SE for anamount of up to $42.0 million in two tranches: (i) the first tranche is for an amount of up to $26.0 million in order to finance the acquisition of NaviosSerenity; and (ii) the second tranche is for an amount of up to $16.0 million to refinance the Navios Astra loan facility with Cyprus Popular Bank Public Co.Ltd. The two tranches bear interest at a rate of LIBOR plus 285 and 360 basis points, respectively. On June 27, 2014, Navios Holdings refinanced the existingfacility, entering into a new tranche for an amount of $30.0 million in order to finance the acquisition of the Navios Gem, which was delivered in June 2014.The new tranche bears interest at a rate of LIBOR plus 275 basis points. As of December 31, 2015, the first tranche is repayable in 17 quarterly installments of$0.4 million, with a final balloon payment of $14.4 million on 111 Table of Contentsthe last repayment date, the second tranche is repayable in 18 quarterly installments of $0.3 million, with a final balloon payment of $6.3 million on the lastrepayment date and the third tranche is repayable in 18 quarterly installments of $0.5 million, with a final balloon payment of $18.8 million on the lastrepayment date. On January 28, 2016, Navios Holdings prepaid the installments due in 2016, amounting to $4.1 million. The loan facility requirescompliance with certain financial covenants, which have been amended to exclude Navios Serenity until December 31, 2016 in the loan-to-value ratiocovenants. As of December 31, 2015, the total outstanding amount was $58.9 million.In September 2013, Navios Holdings entered into a facility agreement with DVB Bank SE for an amount of up to $40.0 million in order to finance theacquisition of four Panamax vessels, delivered in August and September 2013. The facility bears interest at a rate of LIBOR plus 325 basis points. As ofDecember 31, 2015, the facility is repayable in 12 quarterly installments of $1.0 million, with a final balloon payment of $20.0 million payable on the lastrepayment date. The loan facility requires compliance with certain financial covenants. In December 2015, Navios Sphera and Navios Mars were added ascollateral to this facility, and certain financial covenants were tested upon delivery of the two vessels. As of December 31, 2015, the outstanding amount was$32.0 million.In January 2016, Navios Holdings entered into a facility agreement with DVB Bank SE for an amount of up to $41.0 million, to be drawn in twotranches, to finance the acquisition of Navios Mars and Navios Sphera. The facility bears interest at a rate of LIBOR plus 255 basis points. The first tranche isrepayable in eight quarterly installments of $0.5 million each, followed by 16 quarterly (except in respect of the last such installment) installments of $0.4million each, and a final balloon payment of $15.0 million on the last payment day. The second tranche is repayable in eight quarterly installments ofapproximately $0.4 million each, followed by 16 quarterly (except in respect of the last such installment) installments of $0.2 million each, and a finalballoon payment of $9.2 million on the last payment day. The loan facility also requires compliance with certain covenants.Alpha Bank A.E.: On November 6, 2014, Navios Holdings entered into a facility agreement with Alpha Bank A.E. for an amount of $31.0 million inorder to finance part of the acquisition of a 2012-built 179,515 dwt Capesize vessel. The loan bears interest at a rate of LIBOR plus 300 basis points. As ofDecember 31, 2015, the facility is repayable in 28 quarterly installments of $0.4 million, with a final balloon payment of $16.6 million on the last repaymentdate. On January 13, 2016, Navios Holdings prepaid the installments due in 2016, amounting to $1.8 million. The loan facility requires compliance withcertain financial covenants, of which the loan-to-value ratio will be tested on December 31, 2016. As of December 31, 2015, the outstanding amount was$29.2 million.The facilities are secured by first priority mortgages on certain of Navios Holdings’ vessels and other collateral.The credit facilities contain a number of restrictive covenants that limit Navios Holdings and/or certain of its subsidiaries from, among other things:incurring or guaranteeing indebtedness; entering into affiliate transactions; charging, pledging or encumbering the vessels securing such facilities; changingthe flag, class, management or ownership of certain Navios Holdings’ vessels; changing the commercial and technical management of certain NaviosHoldings’ vessels; selling or changing the ownership of certain Navios Holdings’ vessels; and subordinating the obligations under the credit facilities to anygeneral and administrative costs relating to the vessels. The credit facilities also require the vessels to comply with the ISM Code and ISPS Code and tomaintain valid safety management certificates and documents of compliance at all times. Additionally, the credit facilities require compliance with thecovenants contained in the indentures governing the 2019 Notes and the 2022 Notes. Among other events, it will be an event of default under the creditfacilities if the financial covenants are not complied with or if Angeliki Frangou and her affiliates, together, own less than 20% of the outstanding sharecapital of Navios Holdings. 112 Table of ContentsNavios Logistics loans2019 Logistics Senior NotesOn April 12, 2011, Navios Logistics and its wholly-owned subsidiary Navios Logistics Finance (US) Inc. (“Logistics Finance” and, together, the“Logistics Co-Issuers”) issued $200.0 million in aggregate principal amount of senior notes due on April 15, 2019 at a fixed rate of 9.25% (the “Existing2019 Logistics Senior Notes”). On March 12, 2013, the Logistics Co-Issuers issued $90.0 million in aggregate principal amount of 9.25% Logistics SeniorNotes due 2019 (the “Additional 2019 Logistics Senior Notes”, and together with the Existing 2019 Logistics Senior Notes, the “2019 Logistics SeniorNotes”) at a premium, with a price of 103.750%.On May 5, 2014, the Logistics Co-Issuers completed a cash tender offer (the “Tender Offer”) and related solicitation of consents for certain proposedamendments to the indenture governing the 2019 Logistics Senior Notes, for any and all of their outstanding 2019 Logistics Senior Notes. After the purchaseby the Logistics Co-Issuers of all of the 2019 Logistics Senior Notes validly tendered and not validly withdrawn prior to the consent payment deadline, theLogistics Co-Issuers redeemed for cash all the 2019 Logistics Senior Notes that remained outstanding after the completion of the Tender Offer, plus accruedand unpaid interest to, but not including, the redemption date. The effect of this transaction was the recognition of a $27.3 million loss in the consolidatedstatement of comprehensive loss under “Loss on bond and debt extinguishment”.2022 Logistics Senior NotesOn April 22, 2014, the Logistics Co-Issuers completed the sale of $375.0 million in aggregate principal amount of the 2022 Logistics SeniorNotes at a fixed rate of 7.25%. The net proceeds from the sale of 2022 Logistics Senior Notes were partially used to redeem any and all of 2019 LogisticsSenior Notes and pay related transaction fees and expenses. The 2022 Logistics Senior Notes are unregistered and 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”), NavieraAlto Parana S.A. (“Naviera Alto Parana”), and Terra Norte S.A. (“Terra Norte”), which are deemed to be immaterial, and Logistics Finance, which is the co-issuer of the 2022 Logistics Senior Notes. The subsidiary guarantees are “full and unconditional”, except that the indenture provides for an individualsubsidiary’s guarantee to be automatically released in certain customary circumstances, such as in connection with a sale or other disposition of all orsubstantially 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 designatedas an “unrestricted subsidiary” in accordance with the indenture, upon liquidation or dissolution of the subsidiary or upon legal or covenant defeasance orsatisfaction and discharge of the 2022 Logistics Senior Notes.The Logistics Co-Issuers have the option to redeem the 2022 Logistics Senior Notes in whole or in part, at their option, at any time (i) beforeMay 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 timebefore May 1, 2017, the Logistics Co-Issuers may redeem up to 35% of the aggregate principal amount of the 2022 Logistics Senior Notes with the netproceeds of an equity offering at 107.250% of the principal amount of the 2022 Logistics Senior Notes, plus accrued and unpaid interest, if any, to theredemption date so long as at least 65% of the originally issued aggregate principal amount of the 2022 Logistics Senior Notes remains outstanding aftersuch redemption. In addition, upon the occurrence of certain change of control events, the holders of the 2022 Logistics Senior Notes will have the right torequire the Logistics Co-Issuers to repurchase some or all of the 2022 Logistics Senior Notes at 101% of their face amount, plus accrued and unpaid interestto the repurchase date.The indenture governing the 2022 Logistics Senior Notes contains covenants which, among other things, limit the incurrence of additionalindebtedness, issuance of certain preferred stock, the payment of dividends in excess of 6% per annum of the net proceeds received by or contributed toNavios Logistics in or 113 Table of Contentsfrom any public offering, redemption or repurchase of capital stock or making restricted payments and investments, creation of certain liens, transfer or sale ofassets, entering into transactions with affiliates, merging or consolidating or selling all or substantially all of Navios Logistics properties and assets andcreation or designation of restricted subsidiaries.The indenture governing the 2022 Logistics Senior Notes include customary events of default, including failure to pay principal and interest onthe 2022 Logistics Senior Notes, a failure to comply with covenants, a failure by Navios Logistics or any significant subsidiary or any group of restrictedsubsidiaries that, taken together, would constitute a significant subsidiary to pay material judgments or indebtedness and bankruptcy and insolvency eventswith respect to us or any significant subsidiary or any group of restricted subsidiaries that, taken together, would constitute a significant subsidiary.As of December 31, 2015, all subsidiaries, including Logistics Finance, Horamar do Brasil, Naviera Alto Parana and Terra Norte are 100% owned.Logistics Finance, Horamar do Brasil, Naviera Alto Parana and Terra Norte 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 ofthe 2022 Logistics Senior Notes to obtain funds by dividend or loan from any of their subsidiaries or (ii) the ability of any subsidiaries to transfer funds to theissuer (or co-issuer) or any guarantor subsidiaries.The Logistics Co-Issuers were in compliance with the covenants as of December 31, 2015.Other indebtednessIn connection with the acquisition of Hidronave on October 29, 2009, Navios Logistics assumed a $0.8 million loan facility that was enteredinto by Hidronave in 2001, in order to finance the construction of the pushboat Nazira. As of December 31, 2015, the outstanding loan balance was $0.4million. The loan facility bears interest at a fixed rate of 600 basis points. The loan is repayable in monthly installments of $5,740 each and the finalrepayment must occur prior to August 10, 2021. The loan also requires compliance with certain covenants.During the year ended December 31, 2015, the Company paid $36.0 million, of which $24.1 million related to installments for the year 2015,$6.9 million to installments for the year 2016 and $5.0 million to balloon payments due in 2019 and 2020.The annual weighted average interest rates of the Company’s total borrowings were 6.98%, 7.18% and 7.75% for the year ended December 31,2015, 2014 and 2013, respectively.The maturity table below reflects the principal payments for the next five years and thereafter of all borrowings of Navios Holdings (includingNavios Logistics) outstanding as of December 31, 2015, based on the repayment schedules of the respective loan facilities and the outstanding amount dueunder the debt securities. Year Amount inmillions ofU.S. dollars 2016 $17.7 2017 24.6 2018 50.2 2019 381.9 2020 60.9 2021 and thereafter 1,073.2 Total $1,608.5 114 Table of ContentsWorking Capital Position: On December 31, 2015, Navios Holdings’ current assets totaled $303.0 million, while current liabilities totaled$226.9 million, resulting in a positive working capital position of $76.1 million. Navios Holdings’ cash forecast indicates that it will generate sufficient cashduring 2016 to make the required principal and interest payments on its indebtedness, provide for the normal working capital requirements of the businessand remain in a positive working capital position during 2016.While projections indicate that existing cash balances and operating cash flows will be sufficient to service the existing indebtedness, NaviosHoldings continues to review its cash flows with a view toward increasing working capital.Capital Expenditures: On January 26, 2014, Navios Holdings entered into agreements to purchase two bulk carrier vessels, one 84,872 dwtPanamax vessel and one 181,259 dwt Capesize vessel, to be built in Japan. The vessels’ acquisition prices were $31.8 million and $52.0 million,respectively, and were delivered in January 2016. As of December 31, 2015 and 2014, Navios Holdings had paid deposits for both vessels totaling $29.7million and $22.1 million, respectively. The remaining purchase price of $58.7 million was financed with a $39.9 million loan and the balance with availablecash.On January 27, 2014, Navios Asia took delivery of the N Bonanza, a 2006-built 76,596 dwt bulk carrier vessel for a purchase price of $17.6million, of which $2.9 million was paid from the Company’s cash, $3.5 million from the noncontrolling shareholders’ cash and $11.3 million was financedthrough a loan.On June 4, 2014, Navios Holdings took delivery of the Navios Gem, a 2014-built 181,336 dwt Capesize vessel for a purchase price of $54.4million, of which $24.4 million was paid in cash and $30.0 million was financed through a loan.On November 24, 2014, Navios Holdings took delivery of the Navios Ray, a 2012-built 179,515 dwt Capesize vessel for a purchase price of$51.5 million, of which $20.5 million was paid in cash and $31.0 million was financed through a loan.Navios LogisticsOn December 15, 2014, Navios Logistics acquired two companies for a total consideration of $17.0 million. These companies, as free zone directusers, hold the right to occupy approximately 53 acres of undeveloped riverfront land located in the Nueva Palmira free zone in Uruguay, adjacent to NaviosLogistics’ existing port. On September 15, 2015, the Company paid $6.8 million, representing the balance of the purchase price for this acquisition.On June 30, 2015, Navios Logistics entered into an agreement for the restructuring of its capital leases for the Ferni H and the San San H, byextending their duration until January 2020 and April 2020, respectively, and amending the purchase price obligation to $5.3 million and $5.2 million,respectively, payable at the end of the extended period. As of December 31, 2015, the obligations for these vessels were accounted for as capital leases andthe lease payments during the year ended December 31, 2015 were $1.5 million.On February 11, 2014, Navios Logistics entered into an agreement for the construction of three new pushboats with a purchase price of $7.6million for each pushboat. As of December 31, 2015, Navios Logistics had paid $14.8 million related to the construction of the new pushboats, which areexpected to be delivered in the second quarter of 2016.As of December 31, 2015, Navios Logistics paid $29.5 million relating to the expansion of its dry port terminal in Uruguay.Refer also to “Item 5F. Contractual Obligations as at December 31, 2015”. 115 Table of ContentsConcentration of Credit Risk:Accounts receivableConcentrations of credit risk with respect to accounts receivables are limited due to Navios Holdings’ large number of customers, who areinternationally dispersed and have a variety of end markets in which they sell. Due to these factors, management believes that no additional credit riskbeyond amounts provided for collection losses is inherent in Navios Holdings’ trade receivables. For the year ended December 31, 2015, one customeraccounted for 15.1% of the Company’s revenue. For the year ended December 31, 2014, one customer accounted for 11.9% of the Company’s revenue and forthe year ended December 31, 2013, none of the Company’s customers accounted for more than 10% of the Company’s revenue.Cash deposits with financial institutionsCash deposits in excess of amounts covered by government-provided insurance are exposed to loss in the event of non-performance by financialinstitutions. Navios Holdings does maintain cash deposits in excess of government-provided insurance limits. Navios Holdings also reduces exposure tocredit risk by dealing with a diversified group of major financial institutions.Effects of Inflation:Navios Holdings does not consider inflation to be a significant risk to the cost of doing business in the foreseeable future. Inflation has amoderate impact on operating expenses, drydocking expenses and corporate overhead.C. Research and development, patents and licenses, etc.Not applicable.D. Trend informationOur results of operations depend primarily on the charter hire rates that we are able to realize for our vessels, which depend on the demand andsupply dynamics characterizing the dry bulk market at any given time. For other trends affecting our business, please see other discussions in Item 5.“Operating and Financial Review and Prospects”.E. Off-Balance Sheet ArrangementsCharter hire payments to third parties for chartered-in vessels are treated as operating leases for accounting purposes. Navios Holdings is alsocommitted to making rental payments under operating leases for its office premises. Future minimum rental payments under Navios Holdings’ non-cancelableoperating leases are included in the contractual obligations schedule below. As of December 31, 2015, Navios Holdings was contingently liable for letters ofguarantee and letters of credit amounting to $0.6 million issued by various banks in favor of various organizations and the total amount was collateralized bycash deposits, which were included as a component of restricted cash.In November 2012 (as amended in March 2014), the Company entered into an agreement with Navios Partners (the “Navios Partners Guarantee”)to provide Navios Partners with guarantees against counterparty default on certain existing charters, which had previously been covered by the charterinsurance for the same vessels, same periods and same amounts. The Navios Partners Guarantee provides for a maximum possible payout of $20.0 million bythe Company to Navios Partners. Premiums that are calculated on the same basis as the restructured charter insurance are included in the management fee thatis paid by Navios Partners to Navios Holdings pursuant to the management agreement. As of December 31, 2015, Navios Partners has submitted one claimunder this agreement to the Company. As of December 31, 2015, the fair value of the claim was estimated at $18.8 million and was recorded as “Otherexpense” in the consolidated statement of comprehensive (loss)/ income. 116 Table of ContentsThe Company is involved in various disputes and arbitration proceedings arising in the ordinary course of business. Provisions have beenrecognized in the financial statements for all such proceedings where the Company believes that a liability may be probable, and for which the amounts canbe reasonably estimated, based upon facts known on the date the financial statements were prepared. Although the Company cannot predict with certaintythe ultimate resolutions of these matters, in the opinion of management, the ultimate disposition of these matters is not expected to have a material adverseeffect on the Company’s financial position, results of operations or liquidity.As of December 31, 2015, Navios Logistics’ subsidiaries in South America were contingently liable for various claims and penalties towards thelocal tax authorities amounting to a total of approximately $0.1 million. According to the agreement governing the Horamar acquisition, if such cases arebrought against us, the amounts involved will be reimbursed by the previous shareholders. As a result, Navios Logistics has recognized a receivable againstsuch liability. The contingencies are expected to be resolved by 2021. In the opinion of management, the ultimate disposition of these matters is immaterialand will not adversely affect Navios Logistics’ financial position, results of operations or liquidity.Navios Logistics has issued a guarantee and indemnity letter that guarantees the performance by Petrolera San Antonio S.A. (a consolidatedsubsidiary) of all its obligations to Vitol S.A. up to $12.0 million. This guarantee expires on March 1, 2017.Refer also to “Item 5F. Contractual Obligation as at December 31, 2015” below.F. Contractual Obligations as at December 31, 2015:Payment due by period ($ in millions) (unaudited) Contractual Obligations Total Less than1 year 1-3 years 3-5 years More than5 years Long-term debt(1) $1,608.5 $17.7 $74.8 $442.7 $1,073.3 Operating Lease Obligations (Time Charters) for vessels in operation (5) 465.2 92.8 163.7 131.5 77.2 Operating Lease Obligations (Time Charters) for vessels to be delivered 202.9 8.4 46.5 46.9 101.1 Operating Lease Obligations Push Boats and Barges 0.7 0.7 — — — Capital Lease Obligations 20.6 2.9 4.8 12.9 — Dry vessel deposits(3) 58.7 58.7 Navios Logistics contractual payments(4) 109.4 109.4 — — — Rent Obligations(2) 8.6 3.1 4.5 1.0 — Total $2,474.6 $293.7 $294.3 $635.0 $1,251.6 (1)The amount identified does not include interest costs associated with the outstanding credit facilities, which are based on LIBOR rates, plus the costsof complying with any applicable regulatory requirements and a margin ranging from 2.25% to 3.60% per annum. The amount does not includeinterest costs for the 2019 Notes, the 2022 Notes, and the 2022 Logistics Senior Notes. The expected interest payments are: $111.1 million (less than 1year), $219.8 million (1-3 years), $160.1 million (3-5 years) and $92.7 million (more than 5 years). Expected interest payments are based onoutstanding principal amounts, currently applicable effective interest rates and margins as of December 31, 2015, timing of scheduled payments andthe term of the debt obligations.(2)The table above incorporates the lease obligations of the offices of Navios Holdings and of Navios Logistics. See also Item 4.B. “Business Overview —Facilities.”(3)Future remaining contractual deposits are for two newbuilding owned vessels, which were delivered in January 2016. These deposits were financedwith a $39.9 million loan. 117 Table of Contents(4)Navios Logistics’ future remaining contractual payments for the acquisition of three new pushboats and chartered-in fleet consisting of one pushboatand three liquid barges, and the payment for works related to the expansion of its dry port facility of $11.6 million, $3.8 million and $94.0 million,respectively. The expansion of its dry port facility is expected to be financed through committed export financing up to $42.0 million (including allcosts related to the export financing).(5)Approximately 39% of the time charter payments included above is estimated to relate to operational costs for these vessels.Refer to “Item 7.B. Related Party Transactions” for Navios Partners Guarantee (as defined herein), not reflected in the table above.Navios Holdings, Navios Acquisition and Navios Partners will make available to Navios Europe I (in each case, in proportion to their economicinterests in Navios Europe I) revolving loans of up to $24.1 million to fund working capital requirements (collectively, the “Navios Revolving Loans I”). Asof December 31, 2015, Navios Holdings’ portion of the undrawn amount relating to the Navios Revolving Loans was $4.3 million.Navios Holdings, Navios Acquisition and Navios Partners will make available to Navios Europe II (in each case, in proportion to their economicinterests in Navios Europe II) revolving loans of up to $38.5 million to fund working capital requirements (collectively, the “Navios Revolving Loans II”). Asof December 31, 2015, Navios Holdings’ portion of the undrawn amount relating to the Navios Revolving Loans II was $11.0 million.Critical Accounting PoliciesThe Navios Holdings’ consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financialstatements requires Navios Holdings to make estimates in the application of its accounting policies based on the best assumptions, judgments and opinionsof management. Following is a discussion of the accounting policies that involve a higher degree of judgment and the methods of their application that affectthe reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of its financialstatements. Actual results may differ from these estimates under different assumptions or conditions.Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different resultsunder different assumptions and conditions. Navios Holdings has described below what it believes are its most critical accounting policies that involve ahigh degree of judgment and the methods of their application. For a description of all of Navios Holdings’ significant accounting policies, see Note 2 to theConsolidated Financial Statements, included herein.Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financialstatements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates andjudgments, including those related to uncompleted voyages, future drydock dates, the carrying value of investments in affiliates, the selection of useful livesfor tangible assets, expected future cash flows from long-lived assets to support impairment tests, impairment test for goodwill, provisions necessary foraccounts receivables and demurrages, provisions for legal disputes, pension benefits, contingencies, and guarantees. Management bases its estimates andjudgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basisfor making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from thoseestimates under different assumptions and/or conditions.Stock-based Compensation: In December 2015, 2014 and 2013, the Company authorized the issuance of shares of restricted common stock,restricted stock units and stock options in accordance with the Company’s 118 Table of Contentsstock option plan for its employees, officers and directors. These awards of restricted common stock, restricted stock units and stock options are based onservice conditions only and vest over three years. In December 2014 and 2013, the Company also authorized the issuance of shares of restricted commonstock, restricted stock units and stock options for its employees, officers and directors that vest upon achievement of certain internal performance criteriaincluding certain targets on operational performance and cost efficiency.The fair value of stock option grants is determined with reference to option pricing model and principally adjusted Black-Scholes models. Thefair value of restricted stock and restricted stock units is determined by reference to the quoted stock price on the date of grant. Compensation expense, net ofestimated forfeitures, is recognized based on a graded expense model over the vesting period. Compensation expense for the awards that vest uponachievement of the performance criteria is recognized when it is probable that the performance criteria will be met and are being accounted for as equity.Impairment of Long lived Assets: Vessels, other fixed assets and other long-lived assets held and used by Navios Holdings are reviewedperiodically for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fullyrecoverable. Navios Holdings’ management evaluates the carrying amounts and periods over which long-lived assets are depreciated to determine if events orchanges in circumstances have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives and carrying valuesof long-lived assets, certain indicators of potential impairment are reviewed, such as undiscounted projected operating cash flows, vessel sales and purchases,business plans and overall market conditions.Undiscounted projected net operating cash flows are determined for each asset group and compared to the carrying value of the vessel, theunamortized portion of deferred drydock and special survey costs related to the vessel and the related carrying value of the intangible assets with respect tothe time charter agreement attached to that vessel or the carrying value of deposits for newbuildings. Within the shipping industry, vessels are customarilybought and sold with a charter attached. The value of the charter may be favorable or unfavorable when comparing the charter rate to then-current marketrates. The loss recognized either on impairment (or on disposition) will reflect the excess of carrying value over fair value (selling price) for the vessel assetgroup.During the fourth quarter of fiscal year 2015, management concluded that events occurred and circumstances had changed, which indicated thatpotential impairment of Navios Holdings’ long-lived assets might exist. These indicators included continued deterioration in the spot market, and the relatedimpact of the current dry bulk sector has on management’s expectation for future revenues. As a result, an impairment assessment of long-lived assets (stepone) was performed.The Company determined undiscounted projected net operating cash flows for each vessel and compared it to the vessel’s carrying valuetogether with the carrying value of deferred drydock and special survey costs related to the vessel and the carrying value of the related intangible assets, ifapplicable. The significant factors and assumptions used in the undiscounted projected net operating cash flow analysis included: determining the projectednet operating cash flows by considering the charter revenues from existing time charters for the fixed fleet days (the Company’s remaining charter agreementrates) and an estimated daily time charter equivalent for the unfixed days (based on a combination of one-year average historical time charter rates for the firsttwo years and 10-year average historical one-year time charter rates for the remaining period, adjusted for outliers) over the remaining economic life of eachvessel, net of brokerage and address commissions, excluding days of scheduled off-hires, running cost based on current year actual, assuming an annualincrease of 2.0% after 2016 and a utilization rate of 98.9% based on the fleet’s historical performance.For the deposits for new building vessels, the net cash flows also included the future cash out flows to make vessels ready for use, all remainingprogress payments to shipyards and other pre-delivery expenses (e.g. capitalized interest). 119 Table of ContentsThe assessment concluded that step two of the impairment analysis was not required and no impairment of vessels, deposits for vesselacquisitions and the related intangible assets existed as of December 31, 2015 and 2014, as the undiscounted projected net operating cash flows exceeded thecarrying value.In the event that impairment would occur, the fair value of the related asset would be determined and an impairment charge would be recorded tooperations calculated by comparing the asset’s carrying value to its fair value. Fair value is typically estimated primarily through the use of third-partyvaluations performed on an individual vessel basis.Although management believes the underlying assumptions supporting this assessment are reasonable, if the charter rate trends and the length ofthe current market downturn vary significantly from our forecasts, Navios Holdings may be exposed to material impairment charges in the future.No impairment loss was recognized for any of the periods presented.In connection with its impairment testing on its vessels as of December 31, 2015, the Company performs a sensitivity analysis on the mostsensitive and/or subjective assumptions that have the potential to affect the outcome of the test, principally the projected charter rate used to forecast futurecash flows for unfixed days. In that regard, there would continue to be no impairment required to be recognized on any of the Company’s vessels whenassuming a decline in the 10-year average (of the one-year charter rate for similar vessels), which is the rate that the Company uses to forecast future cashflows for unfixed days, ranging from 7.7% to 78.7% (depending on the vessel).As of December 31, 2015, the 10-year historical average rates for the Company’s vessels (which naturally varies by type of vessel) used indetermining future cash flows for purposes of its impairment analysis were 196.2% higher than the daily time charter equivalent rate of the owned fleetachieved in the fiscal year 2015 of $7,846 per day.In addition, the Company compared the 10-year historical average (of the one-year charter rate for similar vessels) with the five-year, three-yearand one-year historical averages (of the one-year charter rate for similar vessels). A comparison of the 10-year historical average (of the one-year charter rate)and the five-year, three-year and one-year historical averages (of the one-year charter rate for similar vessels) is as follows (as of December 31, 2015): Historical Average of One-year Charter Rates(over Various Periods) vs. the 10-year Historical Average(of the One-Year Charter Rate) 5-Year Average 3-Year Average 1-Year Average (% below the 10-year average) Handysize (33.8%) (40.1%) (49.3%) Ultra-Handymax (42.3%) (47.8%) (58.7%) Panamax (47.2%) (52.0%) (63.4%) Capesize (56.3%) (55.9%) (72.0%) If testing for impairment using the five-year, three-year and one-year historical averages (of the one-year charter rate for similar vessels) in lieu ofthe 10-year historical average (of the one-year charter rate for similar vessels), the Company estimates that 17, 25 and 39 of its vessels, respectively, wouldhave carrying values in excess of their projected undiscounted future cash flows.As of December 31, 2015 and 2014, the Company owns and operates a fleet of 38 (not including two newbuilding vessels, which were deliveredin January 2016), with an aggregate carrying value of $1,413.2 million, including the carrying value of existing time charters on its fleet of vessels. On avessel-by-vessel basis, 120 Table of Contentsas of December 31, 2015 and 2014, the carrying value of 37 and 35 of the Company’s vessels, respectively, (including the carrying value of the time charter,if any, on the specified vessel) exceeds the estimated fair value of those same vessels (including the estimated fair value of the time charter, if any, on thespecified vessel) by approximately $797.5 million and $533.2 million, respectively, in the aggregate (the unrealized loss).A vessel-by-vessel summary as of December 31, 2015 and 2014 follows (with an * indicating those individual vessels whose carrying valueexceeds its estimated fair value, including the related time charter): Vessel YearBuilt Purchase Price(in millions)(1) Carrying Value(as of December 31, 2015)(in millions)(1) Carrying Value(as of December 31, 2014)(in millions)(1) Navios Serenity 2011 $26.1 $22.5* $23.5* Navios Ionian 2000 31.6 17.1* 17.6* Navios Celestial 2009 34.8 26.9* 28.2* Navios Vector 2002 32.5 22.5* 24.1* Navios Horizon 2001 23.3 12.8* 13.9* Navios Herakles 2001 33.1 18.1* 18.7* Navios Achilles 2001 33.1 17.7* 19.3* Navios Meridian 2002 26.6 15.2* 16.4* Navios Mercator 2002 25.7 14.9* 16.0* Navios Arc 2003 26.5 15.6* 16.8* Navios Hios 2003 35.9 20.6* 22.2* Navios Kypros 2003 35.9 20.5* 22.2* Navios Ulysses 2007 79.8 55.4* 58.8* Navios Vega 2009 72.9 53.5* 56.4* Navios Astra 2006 23.1 18.0* 19.0* Navios Magellan 2000 29.9 16.3* 17.0* Navios Star 2002 29.9 17.6* 19.1* Navios Asteriks 2005 54.0 35.5* 36.7* Navios Centaurus 2012 37.1 32.2* 33.5* Navios Avior 2012 39.1 34.1* 35.5* Navios Bonavis 2009 121.6 92.0* 96.7* Navios Happiness 2009 122.2 92.6* 97.3* Navios Lumen 2009 113.8 88.0* 92.4* Navios Stellar 2009 95.8 74.8* 77.5* Navios Phoenix 2009 106.8 82.9* 86.1* Navios Antares 2010 116.5 90.9* 94.6* Navios Etoile 2010 66.9 55.2 56.7 Navios Bonheur 2010 69.6 57.3* 59.1* Navios Altamira 2011 56.2 46.9* 48.0 Navios Azimuth 2011 56.6 47.3* 48.3* Navios Galileo 2006 18.7 16.7* 16.6* Navios Northern Star 2005 17.7 15.7* 15.7* Navios Amitie 2005 17.7 15.8* 15.7* Navios Taurus 2005 17.8 15.7* 15.7* N Amalthia 2006 17.9 16.2* 17.0* N Bonanza 2006 18.8 17.2* 16.9* Navios Gem 2014 54.4 51.5* 53.3 Navios Ray 2012 51.5 49.5* 51.4* $1,871.4 $1,413.2 $1,473.9 (1)All amounts include related time charter, if any. 121 Table of ContentsAlthough the aforementioned excess of carrying value over fair value represents an estimate of the loss that the Company would sustain on ahypothetical disposition of those vessels as of December 31, 2015 and 2014, the recognition of the unrealized loss absent a disposition (i.e. as an impairment)would require, among other things, that a triggering event had occurred and that the undiscounted cash flows attributable to the vessel are also less than thecarrying value of the vessel (including the carrying value of the time charter, if any, on the specified vessel).Vessels, Port Terminals, Tanker Vessels, Barges, Pushboats and Other Fixed Assets, net: Vessels, port terminals, tanker vessels, barges,pushboats and other fixed assets acquired as parts of business combinations are recorded at fair value on the date of acquisition, and if acquired as an assetacquisition, are recorded at cost (including transaction costs). Vessels constructed by the company would be stated at historical cost, which consists of thecontract price, capitalized interest and any material expenses incurred upon acquisition (improvements and delivery expenses). Subsequent expenditures formajor improvements and upgrades are capitalized, provided they appreciably extend the life, increase the earnings capability or improve the efficiency orsafety of the vessels. The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale or retirementand any gain or loss is included in the accompanying consolidated statements of comprehensive (loss)/income.Expenditures for routine maintenance and repairs are expensed as incurred.Depreciation is computed using the straight line method over the useful life of the vessels, port terminal, tanker vessels, barges, push boats andother fixed assets, after considering the estimated residual value.Annual depreciation rates used, which approximate the useful life of the assets are: Vessels 25 yearsPort terminals 5 to 40 yearsTanker vessels, barges and push boats 15 to 45 yearsFurniture, fixtures and equipment 3 to 10 yearsComputer equipment and software 5 yearsLeasehold improvements shorter of lease term or 6 yearsManagement estimates the residual values of our dry bulk vessels based on a scrap value cost of steel times the weight of the ship noted inlightweight tons (“LWT”). Residual values are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons.Revisions of residual values affect the depreciable amount of the vessels and the depreciation expense in the period of the revision and future periods.Management estimates the residual values of the Company’s vessels based on a scrap rate of $340 per LWT after considering current market trends for scraprates and ten-year average historical scrap rates of the residual values of the Company’s vessels.Management estimates the useful life of its vessels to be 25 years from the vessel’s original construction. However, when regulations placelimitations on 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. Anincrease 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 laterperiods. A decrease in the useful life of a vessel or in its residual value would have the effect of increasing the annual depreciation charge.Deferred Drydock and Special Survey Costs: The Company’s vessels, barges and push boats are subject to regularly scheduled drydocking andspecial surveys which are carried out every 30 and 60 months, respectively, for ocean-going vessels, and every 84 months for push boats and barges, tocoincide with the renewal of the related certificates issued by the classification societies, unless a further extension is obtained in 122 Table of Contentsrare cases and under certain conditions. The costs of drydocking and special surveys are deferred and amortized over the above periods or to the nextdrydocking or special survey date if such has been determined. Unamortized drydocking or special survey costs of vessels, barges and push boats sold arewritten-off to income in the year the vessel, barge or pushboat is sold.Costs capitalized as part of the drydocking or special survey consist principally of the actual costs incurred at the yard, and expenses relating tospare parts, paints, lubricants and services incurred solely during the drydocking or special survey period.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 itscarrying amount, including goodwill (step one). The Company determines the fair value of the reporting unit based on a combination of the income approach(i.e. discounted cash flows) and market approach (i.e. comparative market multiples) and believes that the combination of these two approaches is the bestindicator of fair value for its individual reporting units. If the fair value of a reporting unit exceeds the carrying amount, no impairment exists. If the carryingamount of the reporting unit exceeds the fair value, then the Company must perform the second step (step two) to determine the implied fair value of thereporting unit’s goodwill and compare it with its carrying amount. The implied fair value of goodwill is determined by allocating the fair value of thereporting 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 ofthe reporting unit was the purchase price. If the carrying amount of the goodwill exceeds the implied fair value, then goodwill impairment is recognized bywriting the goodwill down to its implied fair value.As of December 31, 2015, the Company performed its impairments test for its reporting units within: the Dry Bulk Vessel Operations and theLogistics Business. During the fourth quarter 2015, the overall shipping market continued to experience significant deteriorating market conditions,especially in the dry bulk sector with sharp declines in freight rates, charter rates and vessel values. Additionally, the Company’s market capitalizationcontinued to deteriorate to levels well below the carrying value of its total net assets.While step one revealed an excess of fair value over carrying value for the Dry Bulk Vessel Operations reporting unit based on the income andmarket approaches, the Company’s management considered it necessary to proceed to step two of the goodwill impairment test to determine the impairmentamount of the Dry Bulk Vessel Operations reporting unit, if any, as discussed further below.The fair value of the Dry Bulk Vessel Operations reporting unit was estimated using a combination of income and market approaches. For theincome approach, the expected present value of future cash flows used judgments and assumptions that management believes were appropriate in thecircumstances. The significant factors and assumptions the Company used in its discounted cash flow analysis included: EBITDA, the discount rate used tocalculate the present value of future cash flows and future capital expenditures. EBITDA assumptions included revenue assumptions, general andadministrative expense growth assumptions, and direct vessel expense growth assumptions. The future cash flows were determined by considering the charterrevenues from existing time charters for the fixed fleet days (the Company’s remaining charter agreement rates) and an estimated daily time charter equivalentfor the non-fixed days (based on a combination of one-year average historical time charter rates and the 10-year average historical one-year time charter ratesadjusted for outliers, and/or an assumed hair cut), which the Company believes is an objective approach for forecasting charter rates over an extended timeperiod for long lived assets. In addition, a weighted average cost of capital (“WACC”) was used to discount future estimated cash flows to their presentvalues. The WACC was based on externally observable data considering market participants’ and the Company’s cost of equity and debt, optimal capitalstructure and risk factors specific to the Company. The market approach estimated the fair value of the 123 Table of ContentsCompany’s business based on comparable publicly-traded companies in its industry. In assessing the fair value, the Company utilized the results of thevaluations and considered the range of fair values determined under all methods which indicated that the fair value exceeded the carrying value of net assets.Step two of the goodwill impairment test for the Dry Bulk Vessel Operations reporting unit involved performing a hypothetical purchase priceallocation to determine the implied fair value of the Dry Bulk Vessel Operations reporting unit’s goodwill. This process required judgment in thedevelopment of assumptions that affected the determination of the fair value of the Dry Bulk Vessel Operations reporting unit’s individual assets andliabilities, including previously unrecognized intangible assets and unfavorable intangible liabilities. The fair value adjustments primarily impacted thefollowing assets and liabilities: vessels, investments in publicly listed affiliates, publicly traded bonds, and other intangibles. The Company’s fleet of drybulk vessels was valued with the assistance of third-party valuations. The Company’s investments in publicly listed affiliates and publicly traded bonds werevalued using a one-month look back at publicly available market prices (i.e. a monthly mean) and intangibles were valued using the income approach. As aresult of a significant step-down in the value of the Company’s dry bulk vessels, this created headroom for implied goodwill when comparing the fair value ofthe Dry Bulk Vessel Operations reporting unit to the value of the Company’s net assets under a hypothetical purchase price allocation. Upon completion ofstep two, the implied fair value of goodwill exceeded the carrying value of the Dry Bulk Vessel Operations reporting unit’s goodwill (totaling $56.2 million).Consequently, the Company did not recognize any impairment loss for the year ended December 31, 2015.As of December 31, 2015, the Company performed step one of the impairment test for the Logistics Business, which is allocated goodwill of$104.1 million. Step one impairment test used the income method and revealed that the fair value exceeded the carrying amount of its net assets.Accordingly, no step two analysis was required. The future cash flows from the Logistics Business were determined principally by combining revenues fromexisting contracts and estimated revenues based on the historical performance of the segment, including utilization rates and actual storage capacity. TheLogistics Business has not been affected by the same deteriorating industry and market conditions as experienced in the Dry Bulk Vessel Operationsreporting unit. In addition, the cash flows of the long-lived assets in the Logistics Business have not experienced a significant decline.No impairment loss was recognized for any of the periods presented.(ii) Intangibles Other Than Goodwill: Navios Holdings’ intangible assets and liabilities consist of favorable lease terms, unfavorable lease terms,customer relationships, trade name and port terminal operating rights. 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 to use that trade name.The asset is being amortized under the straight line method over 32 years. Navios Logistics’ trade name is being amortized under the straight line methodover 10 years.The fair value of customer relationships of Navios Logistics was determined based on the “excess earnings” method, which relies upon the futurecash flow generating ability of the asset. The asset is amortized under the straight line method.Other intangibles that are being amortized, such as customer relationships and port terminal operating rights, would be considered impaired iftheir carrying value could not be recovered from the future undiscounted cash flows associated with the asset.When intangible assets or liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value isdetermined by reference to market data and the discounted amount of expected future cash flows. Where charter rates are higher than market charter rates, anasset is recorded, being the difference between the acquired charter rate and the market charter rate for an equivalent vessel. Where charter rates are less thanmarket charter rates, a liability is recorded, being the difference between the assumed charter rate and the market charter rate for an equivalent vessel. Thedetermination of the fair value of acquired 124 Table of Contentsassets and assumed liabilities requires the Company to make significant assumptions and estimates of many variables including market charter rates,expected future charter rates, the level of utilization of the Company’s vessels and the Company’s weighted average cost of capital. The use of differentassumptions could result in a material change in the fair value of these items, which could have a material impact on the Company’s financial position andresults of operations.The amortizable value of favorable and unfavorable leases is amortized over the remaining life of the lease term and the amortization expense isincluded in the consolidated statements of comprehensive (loss)/income in the “Depreciation and Amortization” line item.The amortizable value of favorable leases would be considered impaired if its fair market value could not be recovered from the futureundiscounted cash flows associated with the asset. Vessel purchase options that have not been exercised, which are included in favorable lease terms, are notamortized and would be considered impaired if the carrying value of an option, when added to the option price of the vessel, exceeded the fair value of thevessel. As of December 31, 2015, there was no impairment of intangible assets.Vessel purchase options that are included in favorable leases are not amortized and when the purchase option is exercised, the asset is capitalizedas part of the cost of the vessel and depreciated over the remaining useful life of the vessel and if not exercised, the intangible asset is written off. Vesselpurchase options that are included in unfavorable lease terms are not amortized and when the purchase option is exercised by the charterer and theunderlying vessel is sold, it will be recorded as part of gain/loss on sale of the assets. If the option is not exercised at the expiration date it is written-off in theconsolidated statements of comprehensive (loss)/income.The weighted average amortization periods for intangible assets/liabilities are: Intangible Assets/Liabilities Years Trade name 21.0 Favorable lease terms 11.5 Unfavorable lease terms 9.3 Port terminal operating rights 32.5 Customer relationships 20.0- 45.0 Investments in Equity Securities: Navios Holdings evaluates its investments in Navios Acquisition, Navios Partners, Navios Europe I, NaviosEurope II, KLC and STX for other than temporary impairment (“OTTI”) on a quarterly basis. Consideration is given to (i) the length of time and the extent towhich the fair value has been less than the carrying value, (ii) their financial condition and near-term prospects, and (iii) the intent and ability of theCompany to retain its investment in these companies for a period of time sufficient to allow for any anticipated recovery in fair value.As of September 30, 2015 and June 30, 2014, the Company considered the decline in fair value of the KLC shares as “other-than-temporary” andtherefore, recognized a loss out of accumulated other comprehensive income /(loss) of $1.8 million and $11.5 million, respectively. The respective loss wasincluded in other expense in the accompanying consolidated statement of comprehensive income/(loss). There were no OTTI losses during the year endedDecember 31, 2013. As of December 31, 2015, management considers the decline in the market value of its investment in Navios Partners and NaviosAcquisition to be temporary. However, there is the potential for future impairment charges relative to these equity securities if their respective fair values donot recover and our OTTI analysis indicates such write downs are necessary which may have a material adverse impact on our results of operations in theperiod recognized.Recent Accounting PronouncementsIn February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Leases (Topic 842)”. ASU 2016-02 will apply toboth capital (or finance) leases and operating leases. According to ASU 125 Table of Contents2016-02, lessees will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of morethan 12 months. ASU 2016 – 02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlyapplication is permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financialstatements and footnotes disclosures.In January 2016, FASB issued ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10)- Recognition and Measurement of FinancialAssets and Financial Liabilities”. The amendments in this ASU require an entity (i) to measure equity investments (except those accounted for under theequity method of accounting or those that result in consolidation of the investee) at fair value with changes in fair value recognized in net income; (ii) toperform a qualitative assessment to identify impairment in equity investments without readily determinable fair values; (iii) to present separately in othercomprehensive income the fair value of a liability resulting from a change in the instrument-specific credit risk; and (iv) to present separately financial assetsand financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet. Theamendments also eliminate the requirement, for public business entities, to disclose the methods and significant assumptions used to estimate the fair valueof financial instruments measured at amortized cost on the balance sheet and clarify that an entity should evaluate the need for a valuation allowance on adeferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, ASU 2016-01is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this new standard is notexpected to have a material impact on the Company’s results of operations, financial position or cash flows.In November 2015, FASB issued ASU 2015-17, “Income Taxes (Topic 740)- Balance Sheet Classification of Deferred Taxes”, which requires thatdeferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilitiesand assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU. For publicbusiness entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscalyears. The adoption of this new standard is not expected to have a material impact on the Company’s results of operations, financial position or cash flows.In July 2015, FASB issued ASU 2015-11, “Inventory (Topic 330)- Simplifying the Measurement of Inventory”, which requires an entity tomeasure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normalprofit margin. The amendments in this ASU require an entity to measure inventory within the scope of this ASU at the lower of cost and net realizable value.For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods withinthose fiscal years. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annualreporting period. The adoption of this new standard is not expected to have a material impact on the Company’s results of operations, financial position orcash flows.In February 2015, FASB issued ASU 2015-02, “Consolidation (Topic 810)—Amendments to the Consolidation Analysis”, which amends thecriteria for determining which entities are considered VIEs, amends the criteria for determining if a service provider possesses a variable interest in a VIE andends the deferral granted to investment companies for application of the VIE consolidation model. The ASU is effective for interim and annual periodsbeginning after December 15, 2015. The adoption of this ASU is not expected to have a material impact on the Company’s results of operations, financialposition or cash flows.In January 2015, FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items. This standard eliminates the concept ofextraordinary and unusual items from U.S. GAAP. The new standard is effective for annual and interim periods after December 15, 2015. Navios Holdings hasadopted this standard effective January 1, 2016. The adoption of the new standard is not expected to have a material impact on the Company’s results ofoperations, financial position or cash flows. 126 Table of ContentsIn August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure ofUncertainties About an Entity’s Ability to Continue as a Going Concern”. This standard requires management to assess an entity’s ability to continue as agoing concern, and to provide related footnote disclosures in certain circumstances. Before this new standard, no accounting guidance existed formanagement on when and how to assess or disclose going concern uncertainties. The amendments are effective for annual periods ending after December 15,2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. We plan to adopt this standard effectiveJanuary 1, 2017. The adoption of the new standard is not expected to have a material impact on the Company’s results of operations, financial position orcash flows.In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, clarifying the method used to determine the timing andrequirements for revenue recognition on the statements of 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 amendmentsin this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cashflow arising from contracts. The new accounting guidance was originally effective for interim and annual periods beginning after December 15, 2016. InAugust 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 for all entities by one year. The standard will be effective forpublic entities for annual reporting periods beginning after December 15, 2017 and interim periods therein. The Company is currently reviewing the effect ofASU No. 2014-09 on its revenue recognition.G. Safe HarborApplicable to the extent the disclosures in Item 5.E and 5.F above are eligible for the statutory safe harbor protections provided to forward-looking statements.Item 6. Directors, Senior Management and EmployeesA. Directors and Senior ManagementThe current board of directors, executive officers and significant employees are as follows: Name Age PositionAngeliki Frangou 51 Chairman of the Board and Chief ExecutiveOfficerGeorge Achniotis 51 Chief Financial OfficerTed C. Petrone* 61 Vice Chairman of Navios CorporationVasiliki Papaefthymiou 47 Executive Vice President - Legal and DirectorAnna Kalathakis 46 Chief Legal Risk OfficerShunji Sasada 57 President of Navios Corporation and DirectorLeonidas Korres 40 Senior Vice President - Business DevelopmentEfstratios Desypris 42 Chief Financial ControllerIoannis Karyotis 40 Senior Vice President - Strategic PlanningErifili Tsironi 41 Senior Vice President – Credit ManagementSpyridon Magoulas 62 DirectorJohn Stratakis 51 DirectorEfstathios Loizos 54 DirectorGeorge Malanga 58 Director *Significant employee 127 Table of ContentsAngeliki Frangou has been our Chairman and CEO since August 25, 2005. In addition, Ms. Frangou has been the Chairman and ChiefExecutive Officer of Navios Maritime Partners L.P. (NYSE: NMM), an affiliated limited partnership, since August 2007, the Chairman and Chief ExecutiveOfficer of Navios Maritime Acquisition Corporation (NYSE: NNA), an affiliated corporation, since March, 2008 and the Chairman and Chief ExecutiveOfficer of Navios Maritime Midstream Partners L.P. (NYSE: NAP), an affiliated limited partnership since October 2014. Ms. Frangou has been the Chairmanof the Board of Directors of Navios Logistics since its inception in December 2007. Previously, Ms. Frangou served as Chairman, Chief Executive Officer andPresident of International Shipping Enterprises Inc., which acquired Navios Holdings. From 1990 until August 2005, Ms. Frangou was the Chief ExecutiveOfficer of Maritime Enterprises Management S.A. and its predecessor company, which specialized in the management of dry cargo vessels. Ms. Frangou is theChairman of IRF European Finance Investments Ltd., listed on the SFM of the London Stock Exchange. Ms. Frangou is Member of the Board of the UnitedKingdom Mutual Steam Ship Assurance Association (Bermuda) Limited, Vice Chairman of China Classification Society Mediterranean Committee, amember of the International General Committee and of the Hellenic and Black Sea Committee of Bureau Veritas, as well as a member of Greek Committee ofNippon Kaiji Kyokai. Since February 2015, Ms. Frangou is a Member of the Board of the Union of Greek Shipowners. Since October 2015, Ms. Frangou hasbeen a Member of the Board of Trustees of Fairleigh Dickinson University. Since July 2013, Ms. Frangou has been a member of the Board of Visitors of theColumbia University School of Engineering and Applied Science. Ms. Frangou received a bachelor’s degree in mechanical engineering, summa cum laude,from Fairleigh Dickinson University and a master’s degree in mechanical engineering from Columbia University.George Achniotis has been Navios Holdings’ Chief Financial Officer since April 12, 2007. Prior to being appointed Chief Financial Officer ofNavios Holdings, Mr. Achniotis served as Senior Vice President-Business Development of Navios Holdings from August 2006 to April 2007. Before joiningNavios Holdings, Mr. Achniotis was a partner at PricewaterhouseCoopers (“PwC”) in Greece, heading the Piraeus office and the firm’s shipping practice. Hebecame a partner at PwC in 1999 when he set up and headed the firm’s internal audit services department from which all SOX implementation andconsultation projects were performed. Mr. Achniotis is currently a Director and Executive Vice President-Business Development of Navios Partners; a NewYork Stock Exchange traded limited partnership, which is an affiliate of Navios Holdings. He has more than 19 years’ experience in the accountingprofession with work experience in England, Cyprus and Greece. Mr. Achniotis qualified as a Chartered Accountant in England and Wales in 1991, and holdsa Bachelor’s degree in Civil Engineering from the University of Manchester.Ted C. Petrone became Vice Chairman of Navios Corporation in January 2015 having previously served as a director of Navios Holdings fromMay 2007 to January 2015 and President of Navios Corporation from September 2006 to January 2015. Mr. Petrone has served in the maritime industry for39 years, 35 of which he has spent with Navios Holdings. After joining Navios Holdings as an assistant vessel operator, Mr. Petrone worked in variousoperational and commercial positions. Mr. Petrone was previously responsible for all aspects of the daily commercial activity, encompassing the trading oftonnage, derivative hedge positions and cargoes. Mr. Petrone is currently also a director of Navios Acquisition, a New York Stock Exchange listed company,and an affiliate of the Company; and has served in such capacity since June 2008. Mr. Petrone graduated from New York Maritime College at Fort Schuylerwith a Bachelor of Science degree in maritime transportation. He has served aboard U.S. Navy (Military Sealift Command) tankers.Vasiliki Papaefthymiou has been Executive Vice President — Legal and a member of Navios Holdings’ board of directors since its inception,and prior to that was a member of the board of directors of ISE. Ms. Papaefthymiou has served as general counsel for Maritime Enterprises Management S.A.since October 2001, where she has advised the Company on shipping, corporate and finance legal matters. Ms. Papaefthymiou provided similar services asgeneral counsel to Franser Shipping from October 1991 to September 2001. Ms. Papaefthymiou received her undergraduate degree from the Law School ofthe University of Athens and a master degree in Maritime Law from Southampton University in the United Kingdom. Ms. Papaefthymiou is admitted topractice law before the Bar in Piraeus, Greece. 128 Table of ContentsAnna Kalathakis has been Chief Legal Risk Officer since November 2012, and Senior Vice President — Legal Risk Management of NaviosMaritime Holdings Inc. from December 2005 until October 2012. Before joining Navios Holdings, Ms. Kalathakis was the General Manager of the Greekoffice of A. Bilbrough & Co. Ltd. and an Associate Director of the Company (Managers of the London Steam-Ship Owners’ Mutual Insurance AssociationLimited). She has previously worked for a U.S. maritime law firm in New Orleans, was admitted to practice law in the state of Louisiana in 1995, and has alsoworked in a similar capacity at a London maritime law firm. She qualified as a solicitor in England and Wales in 1999 and was admitted to practice law beforethe BAR in Piraeus, Greece in 2003. She has studied International Relations at Georgetown University, Washington D.C. (1991). She holds an MBA fromEuropean University at Brussels (1992) and a J.D. from Tulane Law School (1995).Shunji Sasada became a director of Navios Holdings and President of Navios Corporation in January 2015. Mr. Sasada has also served as adirector in Navios Maritime Partners L.P. since August 2007 and as a director in Navios Maritime Midstream Partners L.P. since October 2014. Previously, asChief Operating Officer of Navios Corporation and Senior Vice President of Fleet Development, he headed Navios Holdings’ program for the growth anddevelopment of the Company’s long-term chartered-in and owned tonnage. Mr. Sasada is also President of Navimax Corporation, the Ultra Handymaxoperating subsidiary of the group. Mr. Sasada started his shipping career in 1981 in Japan with MOSK’s O.S.K. Lines, Ltd. (“MOSK”). Mr. Sasada’s firstposition with MOSK was in steel products in the Tokyo branch as a salesman for exporting steel products to worldwide destinations. Two years later,Mr. Sasada moved to the tramp section in Mitsui’s bulk carrier division and was in charge of operations and then of chartering 20-40 smaller Handysizevessels between 21,000 dwt and 35,000 dwt. In 1991, Mr. Sasada moved to Norway to join Trinity Bulk Carriers as its chartering manager as well assubsidiary board member, representing MOSK as one of the shareholders. After an assignment in Norway, Mr. Sasada moved to London and started MOSK’sown Ultra Handymax operation as its General Manager. Mr. Sasada joined Navios Holdings in May 1997. Mr. Sasada is the member of the North AmericanCommittee of Nippon Kaiji Kyokai. He is a graduate of Keio University, Tokyo, with a B.A. degree in Business and he is a member of the Board of Trustees ofKeio Academy of New York.Leonidas Korres has been our Senior Vice President — Business Development since January 2010. Mr. Korres is also the Chief Financial Officerof Navios Maritime Acquisition Corporation since April 2010. Mr. Korres served as the Special Secretary for Public Private Partnerships in the Ministry ofEconomy and Finance of the Hellenic Republic from October 2005 until November 2009. Prior to that, from April 2004 to October 2005, Mr. Korres served asSpecial Financial Advisor to the Minister of Economy and Finance of the Hellenic Republic and as liquidator of the Organizational Committee for theOlympic Games Athens 2004 S.A. From 2001 to 2004, Mr. Korres worked as a Senior Financial Advisor for KPMG Corporate Finance. From October 2007until January 2010, Mr. Korres was a member of the board of directors of Navios Partners. From May 2003 to December 2006, Mr. Korres was Chairman of theCenter for Employment and Entrepreneurship, a Non-Profit Company. From June 2008 until February 2009, Mr. Korres served as a board member and auditcommittee member of Hellenic Telecommunications Organization S.A. (trading on the Athens and New York Stock Exchanges). From June 2004 untilNovember 2009, Mr. Korres served on the board of Hellenic Olympic Properties S.A., which was responsible for exploiting the Olympic venues. Mr. Korresearned his Bachelor’s degree in Economics from the Athens University of Economics and Business and his master’s degree in Finance from the University ofLondon.Efstratios Desypris has been our Chief Financial Controller since February 2011. Mr. Desypris has previously served as Financial Controllersince May 2006. Mr. Desypris is also a director and Senior Vice President of Navios Maritime Midstream Partners L.P. since October 2014. In addition,Mr. Desypris is the Chief Financial Officer of Navios Maritime Partners since January 2010. He also serves as Senior Vice President — Strategic Planning andDirector of Navios Logistics, and as director in Navios Europe Inc. Before joining Navios Group, Mr. Desypris worked for 9 years in the accountingprofession, most recently as manager of the audit department at Ernst & Young in Greece. Mr. Desypris started his career as an auditor with Arthur Andersen &Co. in 1997. He holds a Bachelor of Science degree in Economics from the University of Piraeus. 129 Table of ContentsIoannis Karyotis has been our Senior Vice President — Strategic Planning since February 2011. Mr. Karyotis is also Chief Financial Officer ofNavios Logistics since March 2011. Prior to joining the Company, from 2006 until 2011, Mr. Karyotis was Consultant and later Project Leader at The BostonConsulting Group (BCG), an international management consulting firm. From 2003 until 2005, Mr. Karyotis was Senior Equity Analyst at EurocorpSecurities, a Greek brokerage house, and in 2003, he was Senior Analyst in the Corporate Finance Department at HSBC Pantelakis Securities, a subsidiary ofHSBC Bank. Mr. Karyotis began his career in 2002 with Marfin Hellenic Securities as Equity Analyst. He received his bachelor’s degree in Economics fromthe Athens University of Economics and Business (1998). He holds a master’s of Science in Finance and Economics from the London School of Economics(1999) and an MBA from INSEAD (2006).Erifili Tsironi has been our Senior Vice President – Credit Management since October 2014. Ms. Tsironi is also Chief Financial Officer ofNavios Maritime Midstream Partners LP. Ms. Tsironi has over 17 years of experience in ship finance. Before joining the Company, she was the Senior VicePresident—Global Dry Bulk Sector Coordinator of DVB Bank SE. Ms. Tsironi joined DVB Bank SE in 2000 serving as Assistant Local Manager and SeniorRelationship Manager. Previously, she served as account manager in ANZ Investment Bank / ANZ Grindlays Bank Ltd from May 1997 until December 1999.Ms. Tsironi holds a BSc. in Economics, awarded with Honours, from the London School of Economics and Political Science and a MSc in Shipping, Tradeand Finance, awarded with Distinction, from Cass Business School of City University in London.Spyridon Magoulas has been a member of Navios Holdings’ Board of Directors since its inception, and prior to that was a member of the boardof directors of ISE. Mr. Magoulas is the co-founder and director of Doric Shipbrokers S.A., a chartering firm based in Athens, Greece, and has served as themanaging director of Doric Shipbrokers S.A. since its formation in 1994. From 1982 to 1993, Mr. Magoulas was chartering director and shipbroker forNicholas G. Moundreas Shipping S.A., a company located in Piraeus, Greece, and from 1980 to 1982, Mr. Magoulas served at Orion and Global CharteringInc. in New York. Mr. Magoulas received a bachelor’s degree in Economics (honors) from the City University of New York, New York, a master’s degree inTransportation Management from the Maritime College in New York and a master degree in Political Economy from the New School for Social Research inNew York. In addition to his role on the Board of Directors, Mr. Magoulas also serves as a member of the Audit Committee, the Compensation Committee andthe Nominating and Governance Committee. Mr. Magoulas is an independent director.John Stratakis has been a member of Navios Holdings’ Board of Directors since its inception, and prior to that was a member of the board ofdirectors of ISE. Since 1994, Mr. Stratakis has been a partner with the law firm of Poles, Tublin, Stratakis & Gonzalez, LLP, in New York, New York, where hespecializes in all aspects of marine finance and admiralty law, real estate, trusts and estates and general corporate law. From 1992 to 1993, Mr. Stratakis wasan associate attorney with Wilson, Elser, Moskowitz Edelman & Dicker, in New York, New York. Mr. Stratakis also has been a director and the President ofthe Hellenic-American Chamber of Commerce in New York. He serves on the board of New York Maritime Inc., an association that promotes the New Yorkregion as a maritime business center. Mr. Stratakis received a Bachelor of Arts (cum laude) from Trinity College and a Juris Doctor degree from WashingtonCollege of Law at American University. Mr. Stratakis is admitted to practice law in the State of New York and in the courts of the Southern and EasternDistricts of New York. In addition to his role on the Board of Directors, Mr. Stratakis also serves as chairman of the Nominating and Governance Committeeand a member of the Compensation Committee. Mr. Stratakis is an independent director.Efstathios Loizos was appointed to our Board of Directors in July 2010. Mr. Loizos was also director of Navios Partners from October 2007 untilJune 2010. In October 2008, Mr. Loizos joined the Managing Team of ION S.A., a leading Greek chocolate and cocoa group of companies, with theresponsibility of supervising MABEL S.A., one of the affiliated companies of the group. In June 2010, Mr. Loizos was appointed to the Board of Directors ofION S.A. and assumed enlarged executive responsibilities within the group. Since March 2014, Mr. Loizos serves as the CEO of the affiliated companyINTERION S.A., which operates in Bulgaria. In 130 Table of ContentsMay 2010, Mr. Loizos was elected as a member of the Board of Directors of IOBE (Foundation of Economic and Industrial Research). Between 2001 and2008, Mr. Loizos served as the General Manager and a member of the Board of Directors of ELSA S.A., a Greek steel packaging company, and also as the ViceChairman of the Board of Directors of its affiliated company ATLAS S.A. From 2005 to 2007, Mr. Loizos served as the President of the InternationalPackaging Association and as the Vice President of the Greek Association of Steel Packaging Manufacturers. He is one of the founders/owners of Facility Pluswhich is engaged in the field of property & facility management. Mr. Loizos received a Maitrise en Sciences Economiques from the University of Strasbourgand an M.B.A. in Finance from New York University. Mr. Loizos also serves as Chairman of the Audit Committee and chairman of the CompensationCommittee. Mr. Loizos is an independent director.George Malanga has been a member of our Board of Directors since April 2010. He is currently serving as the Chief Credit Officer of BNYMellon. Mr. Malanga has held a variety of positions during his 29 year tenure with the bank. He began his banking career in various relationshipmanagement roles before moving to risk management in 2000. Mr. Malanga has served in roles with increased responsibility in credit risk management overthe past 15 years. His credit risk experience includes head of asset recovery, head of domestic corporate credit and currently as Chief Credit Officer of BNYMellon. Mr. Malanga is a member of BNY Mellon’s Operating Committee and holds a Bachelor’s Degree in Business Administration from Rutgers Collegeand an M.B.A. in Finance from New York University. Mr. Malanga also serves as a member of the Audit Committee and the Nominating and GovernanceCommittee. Mr. Malanga is an independent director.There are no family relationships between any of our directors, executive officers or significant employees.B. CompensationThe aggregate annual compensation (salaries and bonus) paid to our current executive officers was approximately $1.8 million for the yearended December 31, 2015. We also made contributions for our executive officers to a 401(k) in an aggregate amount of approximately $0.1 million. NaviosHoldings provides administrative services to Navios Partners, Navios Acquisition, Navios Midstream, Navios Logistics, Navios Europe I and Navios EuropeII. Navios Holdings is reimbursed for reasonable costs and expenses, incurred in connection with the provision of these services. In December 2006, ourshareholders approved the adoption of the Navios Maritime Holdings Inc. 2006 Employee, Directors and Consultants Stock Plan (the “2006 Plan”). The 2006Plan authorizes the issuance of stock grants to our officers, employees, directors and consultants in such amounts and pursuant to such terms as may bedetermined by the Board of Directors at the time of the grant. In February 2015, the Board of Directors approved the adoption of the Navios Holdings 2015Equity Incentive Plan (the “2015 Equity Incentive Plan”). The 2015 Equity Incentive Plan authorizes the issuance of stock grants to our officers, employees,directors and consultants in such amounts and pursuant to such terms as may be determined by the Board of Directors at the time of the grant.On October 18, 2007 and December 16, 2008, the Compensation Committee of the Board of Directors authorized the issuance of restrictedcommon stock, restricted stock units and stock options in accordance with the Company’s stock option plan for its employees, officers and directors. TheCompany awarded shares of restricted common stock and restricted stock units to its employees, officers and directors and stock options to its officers anddirectors, based on service conditions only, which vest over two years and three years, respectively. On December 17, 2009, December 16, 2010, December 5,2011, December 20, 2012, December 11, 2013, December 15, 2014, and December 11, 2015, the Company authorized the issuance of shares of restrictedcommon stock, restricted stock units and stock options in accordance with the Company’s stock option plan for its employees, officers and directors. Theseawards of restricted common stock and restricted stock units to its employees, officers and directors, vest over three years.On December 11, 2013 and December 15, 2014, the Company authorized the issuance of shares of restricted common stock, restricted stock unitsand stock options in accordance with the Company’s stock option 131 Table of Contentsplan for its employees, officers and directors, which have vested or will vest upon achievement of internal performance criteria and completion of a serviceperiod. This restriction lapses in two or three equal tranches, respectively, over the requisite service periods, of one, two and three years from the grant date.During the year ended December 31, 2015, the Company did not award any restricted stock, restricted stock units or stock options, which vestupon achievement of certain performance conditions.Details of options grantedAs of the filing of this Annual Report on Form 20-F, 7,705,995 stock options to purchase the Company’s common stock have been granted ofwhich 4,573,830 have vested, 474,078 have expired, 2,070,936 remain unvested and 587,151 have been exercised in total, of which 411,438 at an exerciseprice of $3.18 per share, 30,595 at an exercise price of $5.87 per share, 63,172 at an exercise price of $5.15 per share, 59,546 at an exercise price of $3.81 pershare, and 22,400 at an exercise price of $3.44 per share.Out of the 7,705,995 stock options granted, 288,000 options were granted at an exercise price of $16.75 per share; 571,266 options were grantedat an exercise price of $3.18 per share; 405,365 options were granted at an exercise price of $5.87 per share; 954,842 options were granted at an exercise priceof $5.15 per share; 1,344,353 options were granted at an exercise price of $3.81 per share; 1,344,357 options were granted at an exercise price of $3.44 pershare; 674,809 options were granted at an exercise price of $8.63 per share; 1,123,003 options were granted at an exercise price of $3.64 per share; and1,000,000 options were granted at an exercise price of $1.20 per share.Details of restricted stock and restricted stock units issuedAs of the filing of this Annual Report on Form 20-F, 7,660,330 shares of restricted stock and restricted stock units have been issued of which3,865,065 have vested and in the aggregate 74,307 were forfeited during the years from 2007 until 2015. See Note 12 to the Consolidated FinancialStatements, included herein.Non-employee directors receive annual fees, effective January 1, 2014, in the amount of $80,000 each plus reimbursement of their out-of-pocketexpenses. In addition, the non-executive serving as chairman of the Audit Committee receives an annual fee of $20,000, the chairman of the Nominating andGovernance Committee receives an annual fee of $17,000, and the chairman of the Compensation Committee receives an annual fee of $20,000, plusreimbursement of their out-of-pocket expenses.C. Board PracticesThe board of directors of Navios Holdings is divided into three classes with only one class of directors being elected in each year and each classserving a three-year term. In January 2015, Navios Holdings, following the resignation of Ted Petrone, appointed Shunji Sasada to its Board of Directors. Theterm of office of the first class of directors, consisting of Efstathios Loizos, George Malanga and John Stratakis will expire in 2018. The term of office of thesecond class of directors, consisting of Shunji Sasada and Spyridon Magoulas will expire in 2016. The term of office of the third class of directors, consistingof Angeliki Frangou and Vasiliki Papaefthymiou, will expire in 2017. No directors are entitled to any benefits upon termination of their term.The board of directors has established an audit committee of three independent directors. The audit committee is governed by a written charter,which was approved by the board of directors. One of the members of the audit committee is an “audit committee financial expert” for purposes of SEC rulesand regulations. The audit committee, among other things, reviews our external financial reporting, engages our external auditors, approves all fees paid toauditors and oversees our internal audit activities and procedures and the adequacy of our internal accounting controls. Our audit committee is comprised ofMessrs. George Malanga, Efstathios Loizos and Spyridon Magoulas, and our audit committee financial expert is Mr. Efstathios Loizos. 132 Table of ContentsThe board of directors has established a nominating and governance committee of three independent directors, Messrs. John Stratakis, whoserves as a Chairman, Spyridon Magoulas and George Malanga. This committee is governed by a written charter, which was approved by the board ofdirectors. The nominating and governance committee is responsible for providing assistance to the board of directors in fulfilling its responsibility to theCompany’s stockholders relating to the Company’s nominating procedures and practices for appointing officers and directors as well as the Company’soversight, analysis and recommendations with respect to corporate governance and best practices, and the Company’s process for monitoring compliancewith laws and regulations.The board of directors has established a compensation committee of three independent directors, Messrs. Efstathios Loizos, who serves as aChairman, Spyridon Magoulas and John Stratakis. The compensation committee is governed by a written charter, which was approved by the board ofdirectors. The compensation committee is responsible for reviewing and approving the compensation of the Company’s executive officers, for establishing,reviewing and evaluating, in consultation with senior management, the long-term strategy of employee compensation and approving any material change toexisting compensation plans.D. EmployeesNavios Holdings crews its vessels primarily with Greek, Ukrainian, Georgian, Filipino, Polish, Romanian and Russian officers and Filipino,Georgian, Indian, Romanian, Ethiopian and Ukrainian seamen. Navios Holdings’ fleet manager is responsible for selecting its Greek officers. Othernationalities are referred to Navios Holdings’ fleet manager by local crewing agencies. Navios Holdings is also responsible for travel and payroll of the crew.The crewing agencies handle each seaman’s training. Navios Holdings requires that all of its seamen have the qualifications and licenses required to complywith international regulations and shipping conventions.Navios Logistics crews its fleet with Argentine, Brazilian and Paraguayan officers and seamen. Navios Logistics’ fleet managers are responsiblefor selecting the crew.With respect to shore-side employees, as of December 31, 2015, Navios Holdings and its subsidiaries employed 178 employees in its Piraeus,Greece office, 12 employees in its New York office, eight employees in its Antwerp, Belgium office, four employees in its Monaco office and one employeein its Singapore office. Navios Logistics employs 29 employees in the Asuncion, Paraguay office, 39 employees at the port facility in San Antonio, Paraguay,106 employees in the Buenos Aires, Argentina office, eight employees in the Montevideo, Uruguay office, 158 employees at the dry port facility in Uruguay,and 10 employees at Hidronave’s Corumba, Brazil office. 133 Table of ContentsE. Share OwnershipThe following table sets forth information regarding the beneficial ownership of the common stock of Navios Holdings as of March 31, 2016,based on 109,518,219 shares of common stock outstanding as of such day, by each of Navios Holdings’ executive officers and directors.Unless otherwise indicated based upon Schedules 13D filed with the SEC and the Company’s knowledge, Navios Holdings believes that allpersons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Name and Address of Beneficial Owner(1) Amount and Natureof BeneficialOwnership Percentage ofOutstandingCommon Stock Angeliki Frangou(2)(3) 32,329,427 28.5%George Achniotis * * Ted C. Petrone * * Vasiliki Papaefthymiou * * Anna Kalathakis * * Shunji Sasada * * Leonidas Korres * * Efstratios Desypris * * Ioannis Karyotis * * Erifili Tsironi * * Spyridon Magoulas * * John Stratakis * * Efstathios Loizos * * George Malanga * * * Less than one percent(1)The business address of each of the individuals is c/o Navios Maritime Holdings Inc., 7 Avenue de Grande Bretagne, Office 11B2, Monte Carlo, MC98000 Monaco.(2)Angeliki Frangou has filed a Schedule 13D amendment indicating that she intends, subject to market conditions, to purchase up to $20.0 million ofcommon stock and as of May 15, 2015, she had purchased approximately $10.0 million in value of common stock.(3)The amount and nature of beneficial ownership and the percentage of outstanding common stock includes 3,575,665 options, each for one share,vested but not yet exercised and 500,401 unvested options, each for one share, which will vest within 60 days of the date thereof.During 2013, 106,032, 29,243, 10,969 and 7,312 shares, respectively, were issued following the exercise of the options for cash at an exerciseprice of $3.18, $3.81, $5.87 and $5.15, respectively.During 2014, 15,000, 19,626, 55,860, 30,303 and 22,400 shares, respectively, were issued following the exercise of the options for cash at anexercise price of $3.18, $5.87, $5.15, $3.81 and $3,44, respectively.Item 7. Major Shareholders and Related Party TransactionsA. Major ShareholdersThe following table sets forth information regarding the beneficial ownership of the common stock of Navios Holdings as of March 31, 2016based on shares of common stock outstanding as of such date of each person known by Navios Holdings to be the beneficial owner of more than 5% of itsoutstanding shares of common stock based upon the amounts and percentages as are contained in the public filings of such persons. All such stockholdershave the same voting rights with respect to their shares of common stock. 134 Table of ContentsUnless otherwise indicated, based upon Schedules 13D filed with the SEC and the Company’s knowledge, Navios Holdings believes that allpersons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Name Amount andNature ofBeneficialOwnership Percentage ofOutstandingCommon Stock Angeliki Frangou(1) 32,329,427 28.5% (1)The amount and nature of beneficial ownership and the percentage of outstanding common stock includes 3,575,665 options, each for one share,vested but not yet exercised and 500,401 unvested options, each for one share, which will vest within 60 days of the date thereof.B. Related Party TransactionsOffice Rent: The Company has entered into lease agreements with Goldland Ktimatiki-Ikodomiki-Touristiki Xenodohiaki Anonimos Eteria andEmerald Ktimatiki-Ikodomiki Touristiki Xenodohiaki Anonimos Eteria, both of which are Greek corporations that are currently majority-owned by AngelikiFrangou, Navios Holdings’ Chairman and Chief Executive Officer. The lease agreements provide for the leasing of facilities located in Piraeus, Greece tohouse the operations of most of the Company’s subsidiaries. The total annual lease payments are in aggregate € 0.9 million (approximately $1.0 million) andthe lease agreements expire in 2017 and 2019. These payments are subject to annual adjustments, which are based on the inflation rate prevailing in Greeceas reported by the Greek State at the end of each year.Purchase of Services: The Company utilizes its affiliate company, Acropolis, as a broker. Navios Holdings has a 50% interest in Acropolis.Although Navios Holdings owns 50% of Acropolis’ stock, Navios Holdings agreed with the other shareholder that the earnings and amounts declared by wayof dividends will be allocated 35% to the Company with the balance to the other shareholder. As of December 31, 2015 and 2014, the carrying amount of theinvestment was $0.2 million and $0.5 million, respectively. Dividends received for each of the years ended December 31, 2015, 2014 and 2013 were $0.5million, $0.3 million and $0.4 million, respectively. Commissions charged from Acropolis for each of the years ended December 31, 2015, 2014 and 2013were less than $0.1 million, respectively. Included in the trade accounts payable at both December 31, 2015 and 2014 was an amount due to Acropolis of$0.1 million.Vessels Charter Hire: From 2012, Navios Holdings has entered into charter-in contracts for certain of Navios Partners’ vessels, all of which havebeen redelivered by April 2016.In February 2012, the Company chartered-in from Navios Partners the Navios Apollon, a 2000-built Ultra-Handymax vessel. The term of thischarter was approximately two years at a net daily rate of $12,500 for the first year and $13,500 for the second year, plus 50/50 profit sharing based on actualearnings. In January 2014, the Company extended this charter for approximately six months at a net daily rate of $13,500 plus 50/50 profit sharing based onactual earnings and in October 2014, the Company further extended this charter for approximately one year at a net daily rate of $12,500 plus 50/50 profitsharing based on actual earnings. In April 2015, this charter was further extended for approximately one year at a net daily rate of $12,500 plus 50/50 profitsharing based on actual earnings at the end of the period. Any adjustment by the charterers for hire expense/loss will be settled accordingly at the end of thecharter period. In April 2016, the Company redelivered Navios Apollon to Navios Partners.In May 2012, the Company chartered-in from Navios Partners the Navios Prosperity, a 2007-built Panamax vessel. The term of this charter wasapproximately one year with two six-month extension options granted to the Company at a net daily rate of $12,000 plus profit sharing. In April 2014, theCompany extended this charter for approximately one year and the owners received 100% of the first $1,500 in profits above the base rate, and thereafter allprofits were split 50/50 to each party. Effective from March 5, 2015, Navios Holdings and Navios Partners entered into a novation agreement with therespective owners of Navios Prosperity whereby the rights to the time charter contracts of the Navios Prosperity were transferred to Navios Holdings. OnJuly 2, 2015, Navios Prosperity was redelivered to headowners. 135 Table of ContentsIn September 2012, the Company chartered-in from Navios Partners the Navios Libra II, a 1995-built Panamax vessel. The term of this charterwas approximately three years at a net daily rate of $12,000 plus 50/50 profit sharing based on actual earnings. In April 2015, this charter was furtherextended for approximately one year at a net daily rate of $12,000 plus 50/50 profit sharing based on actual earnings, at the end of the period. Anyadjustment by the charterers for hire expense/loss will be settled accordingly at the end of the charter period. In April 2016, the Company redelivered NaviosLibra II to Navios Partners.In May 2013, the Company chartered-in from Navios Partners the Navios Felicity, a 1997-built Panamax vessel. The term of this charter wasapproximately one year, at a net daily rate of $12,000 plus profit sharing, with two six-month extension options granted to the Company. The owners willreceive 100% of the first $1,500 in profits above the base rate, and thereafter all profits will be split 50/50 to each party. In February 2014, the Companyexercised its first option to extend this charter, and in August 2014, the Company exercised its second option. In April 2015, this charter was further extendedfor approximately one year at a net daily rate of $12,000 plus 50/50 profit sharing based on actual earnings, at the end of the period. Any adjustment by thecharterers for hire expense/loss will be settled accordingly at the end of the charter period. In April 2016, the Company redelivered Navios Felicity to NaviosPartners.In May 2013, the Company chartered-in from Navios Partners the Navios Aldebaran, a 2008-built Panamax vessel, at a net daily rate of $11,000plus profit sharing, for six months with a six-month extension option. In December 2013, the Company exercised its option to extend this charter. The ownerswill receive 100% of the first $2,500 in profits above the base rate, and thereafter all profits will be split 50/50 to each party. In July 2014, the Companyfurther extended this charter for approximately six to nine months. Effective from February 28, 2015, Navios Holdings and Navios Partners entered into anovation agreement with the respective owners of Navios Aldebaran whereby the rights to the time charter contracts of the Navios Aldebaran were transferredto Navios Holdings.In July 2013, the Company chartered-in from Navios Partners the Navios Hope, a 2005-built Panamax vessel. The term of this charter wasapproximately one year at a net daily rate of $10,000. In December 2013, the Company extended this charter for approximately six months, and in January2015, the Company extended this charter for approximately one year at a net daily rate of $10,000 plus 50/50 profit sharing based on actual earnings. Anyadjustment by the Company for hire expense/loss will be settled accordingly at the end of the charter period. In December 2015, the Company redeliveredNavios Hope to Navios Partners.In July 2013, the Company chartered-in from Navios Partners the Navios Pollux, a 2009-built Capesize vessel, under a voyage charter which wascompleted in August 2013. In August 2014, the Company chartered-in the Navios Pollux, for approximately three months at a net daily rate of $21,300. Thecontract was completed in November 2014. In February 2015, the Company chartered-in the Navios Pollux, for approximately one year at a daily rate of$11,400 net per day plus 50/50 profit sharing based on actual earnings. Any adjustment by the Company for hire expense/loss will be settled accordingly atthe end of the charter period. In February 2016, the Company redelivered Navios Pollux to Navios Partners.In March 2015, the Company chartered-in from Navios Partners the Navios Gemini, a 1994-built Panamax vessel. The term of this charter isapproximately nine months at a net daily rate of $7,600 plus 50/50 profit sharing based on actual earnings. Any adjustment by the Company for hireexpense/loss will be settled accordingly at the end of the charter period. In January 2016, the Company redelivered Navios Gemini to Navios Partners.In April 2015, the Company chartered-in from Navios Partners the Navios Fantastiks, a 2005-built Capesize vessel. The terms of this charter isapproximately ten months at a net daily rate of $12,500 plus 50/50 profit sharing based on actual earnings. Any adjustment by the Company for hireexpense/loss will be settled accordingly at the end of the charter period. In April 2016, the Company redelivered Navios Fantastiks to Navios Partners. 136 Table of ContentsIn April 2015, the Company chartered-in from Navios Partners the Navios Sun, the Navios Orbiter, the Navios Soleil, the Navios Alegria, theNavios Harmony and the Navios Hyperion. The terms of these charters are at a net daily rate of $12,000 plus 50/50 profit sharing based on actual earnings.Any adjustment by the Company for hire expense/loss will be settled accordingly at the end of the charter period. In December 2015, in January 2016 and inApril 2016, the Company redelivered all these vessels to Navios Partners.Total charter hire expense for all vessels for the years ended December 31, 2015, 2014 and 2013 was $39.7 million, $28.2 million and $22.4million, respectively, and was included in the consolidated statements of comprehensive (loss)/income under “Time charter, voyage and logistics businessexpenses”.Management Fees: Navios Holdings provides commercial and technical management services to Navios Partners’ vessels for a daily fixed fee.The daily fees were $4,650 per owned Ultra Handymax vessel, $4,550 per owned Panamax vessel and $5,650 per owned Capesize vessel until December 31,2013. This daily fee covered all of the vessels’ operating expenses, including the cost of drydock and special surveys. In each of October 2013, August 2014and February 2015, the Company amended its existing management agreement with Navios Partners to fix the fees for ship management services of its ownedfleet at : (i) $4,000 daily rate per Ultra-Handymax vessel; (ii) $4,100 daily rate per Panamax vessel; (iii) $5,100 daily rate per Capesize vessel; (iv) $6,500daily rate per container vessel of TEU 6,800; (v) $7,200 daily rate per container vessel of more than TEU 8,000; and (vi) $8,500 daily rate per very largecontainer vessel of more than TEU 13,000 through December 31, 2015. In January 2016, the Company further amended its existing management agreementto fix the fees for ship management services of its owned fleet at: (i) $4,100 daily rate per Ultra-Handymax vessel; (ii) $4,200 daily rate per Panamax vessel;(iii) $5,250 daily rate per Capesize vessel; (iv) $6,700 daily rate per container vessel of TEU 6,800; (v) $7,400 daily rate per container vessel of more thanTEU 8,000; and (vi) $8,750 daily rate per very large container vessel of more than TEU 13,000 through December 31, 2017. Drydocking expenses under thisagreement will be reimbursed by Navios Partners at cost at occurrence. Total management fees for the years ended December 31, 2015, 2014 and 2013,amounted to $56.5 million, $50.4 million and $36.2 million, respectively, and are presented net under the caption “Direct vessel expenses”.Navios Holdings provides commercial and technical management services to Navios Acquisition’s vessels for a daily fee that was fixed untilMay 2014, of $6,000 per owned MR2 product tanker and chemical tanker vessel, $7,000 per owned LR1 product tanker vessel and $10,000 per owned VLCCvessel. This daily fee covers all of the vessels’ operating expenses, other than certain fees and costs. Actual operating costs and expenses will be determinedin a manner consistent with how the initial fixed fees were determined. Drydocking expenses until May 2014 were fixed under this agreement for up to $0.3million per LR1 and MR2 product tanker vessel and will be reimbursed at cost for VLCC vessels. In May 2014, Navios Holdings extended the duration of itsexisting management agreement with Navios Acquisition until May 2020 and fixed the fees for ship management services of Navios Acquisition owned fleetfor two additional years through May 2016 at the same rates for product tanker and chemical tanker vessels, and reduced the daily rate to $9,500 per VLCCvessel. Drydocking expenses under this agreement will be reimbursed at cost at occurrence for all vessels.Effective March 30, 2012, Navios Acquisition can, upon request to Navios Holdings, partially or fully defer the reimbursement of drydockingand other extraordinary fees and expenses under the management agreement to a later date, but not later than January 5, 2016, and if reimbursed on a laterdate, such amounts will bear interest at a rate of 1% per annum over LIBOR. Commencing September 28, 2012, Navios Acquisition can, upon request,reimburse Navios Holdings partially or fully for any fixed management fees outstanding for a period of not more than nine months under the managementagreement at a later date, but not later than January 5, 2016, and if reimbursed on a later date, such amounts will bear interest at a rate of 1% per annum overLIBOR. Total management fees for the years ended December 31, 2015, 2014 and 2013 amounted to $95.3 million, $95.8 million and $71.4 million,respectively, and are presented net under the caption “Direct vessel expenses”. 137 Table of ContentsPursuant to a management agreement dated December 13, 2013, Navios Holdings provides commercial and technical management services toNavios Europe I’s tanker and container vessels. The term of this agreement is for a period of six years. Management fees under this agreement will bereimbursed at cost at occurrence. Total management fees for the years ended December 31, 2015, 2014 and 2013 amounted to $20.4 million, $20.1 millionand $0.7, respectively, and are presented net under the caption “Direct vessel expenses”.Pursuant to a management agreement dated November 18, 2014, Navios Holdings provides commercial and technical management services toNavios Midstream’s vessels for a daily fixed fee of $9,500 per owned VLCC vessel effective through November 18, 2016. Drydocking expenses under thisagreement will be reimbursed at cost at occurrence for all vessels. The term of this agreement is for a period of five years. Total management fees for the yearsended December 31, 2015 and 2014 amounted to $17.6 million and $1.7 million, respectively, and are presented net under the caption “Direct vesselexpenses”.Pursuant to a management agreement dated June 5, 2015, Navios Holdings provides commercial and technical management services to NaviosEurope II’s dry bulker and container vessels. The term of this agreement is for a period of six years. Management fees under this agreement will be reimbursedat cost at occurrence. Total management fees for the year ended December 31, 2015 amounted to $9.6 million, and are presented net under the caption “Directvessel expenses”.Navios Partners Guarantee: In November 2012 (as amended in March 2014), the Company entered into an agreement with Navios Partners (the“Navios Partners Guarantee”) to provide Navios Partners with guarantees against counterparty default on certain existing charters, which had previously beencovered by the charter insurance for the same vessels, same periods and same amounts. The Navios Partners Guarantee provides for a maximum possiblepayout of $20.0 million by the Company to Navios Partners. Premiums that are calculated on the same basis as the restructured charter insurance are includedin the management fee that is paid by Navios Partners to Navios Holdings pursuant to the management agreement. As of December 31, 2015, Navios Partnershas submitted one claim under this agreement to the Company. As at December 31, 2015, the fair value of the claim was estimated at $18.8 million and wasrecorded as other expense in the statement of comprehensive (loss)/ income, and in “Accrued expenses and other liabilities” and “Other long-term liabilitiesand deferred income” in the consolidated balance sheet.General and Administrative Expenses incurred on behalf of affiliates/Administrative fee revenue from affiliates: Navios Holdings providesadministrative services to Navios Partners. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision ofthese services. Navios Holdings extended the duration of its existing administrative services agreement with Navios Partners until December 31, 2017,pursuant to its existing terms. Total general and administrative fees for years ended December 31, 2015, 2014 and 2013 amounted to $6.2 million, $6.1million and $4.4 million, respectively.Navios Holdings provides administrative services to Navios Acquisition. Navios Holdings extended the duration of its existing administrativeservices agreement with Navios Acquisition until May 2020, pursuant to its existing terms. Navios Holdings is reimbursed for reasonable costs and expensesincurred in connection with the provision of these services. Total general and administrative fees for the years ended December 31, 2015, 2014 and 2013amounted to $7.6 million, $7.3 million and $3.5 million, respectively.Navios Holdings provides administrative services to Navios Logistics. Navios Holdings extended the duration of its existing administrativeservices agreement with Navios Logistics until December 2021, pursuant to its existing terms. Navios Holdings is reimbursed for reasonable costs andexpenses incurred in connection with the provision of these services. In April 2016, Navios Holdings extended the duration of the agreement untilDecember 31, 2021. Total general and administrative fees for all the years ended December 31, 2015, 2014 and 2013 amounted to $0.8 million, $0.8 millionand $0.7 million, respectively. The general and administrative fees have been eliminated upon consolidation. 138 Table of ContentsPursuant to an administrative services agreement dated December 13, 2013, Navios Holdings provides administrative services to Navios EuropeI’s tanker and container vessels. The term of this agreement is for a period of six years. Navios Holdings is reimbursed for reasonable costs and expensesincurred in connection with the provision of these services. Total general and administrative fees for the years ended December 31, 2015, 2014 and 2013amounted to $0.8 million, 0.8 million and less than $0.1 million, respectively.Pursuant to an administrative services agreement dated November 18, 2014, Navios Holdings provides administrative services to NaviosMidstream. The term of this agreement is for a period of five years. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connectionwith the provision of these services. Total general and administrative fees for the years ended December 31, 2015 and 2014 amounted to $1.0 million and$0.1, respectively.Pursuant to an administrative services agreement dated June 5, 2015, Navios Holdings provides administrative services to Navios Europe II’s drybulk and container vessels. The term of this agreement is for a period of six years. Navios Holdings is reimbursed for reasonable costs and expenses incurredin connection with the provision of these services. Total general and administrative fees charged for year ended December 31, 2015, amounted to $0.6million.Balance Due from/to Affiliates (excluding Navios Europe I and Navios Europe II): Balance due from affiliates as of December 31, 2015amounted to $8.9 million (December 31, 2014: $33.4 million), and the non-current amount amounted to $0 (December 31, 2014: $9.6 million).Balance due to affiliates (excluding Navios Europe I and Navios Europe II) as of December 31, 2015 amounted to $17.8 million (December 31,2014: $0).The balances mainly consisted of management fees, administrative fees, drydocking and other expenses and amounts payable.Omnibus Agreements: Navios Holdings has entered into an omnibus agreement with Navios Partners (the “Partners Omnibus Agreement”) inconnection with the closing of Navios Partners’ IPO governing, among other things, when Navios Holdings and Navios Partners may compete against eachother as well as rights of first offer on certain dry bulk carriers. Pursuant to the Partners Omnibus Agreement, Navios Partners generally agreed not to acquireor own Panamax or Capesize dry bulk carriers under time charters of three or more years without the consent of an independent committee of Navios Partners.In addition, Navios Holdings has agreed to offer to Navios Partners the opportunity to purchase vessels from Navios Holdings when such vessels are fixedunder time charters of three or more years.Navios Holdings entered into an omnibus agreement with Navios Acquisition and Navios Partners (the “Acquisition Omnibus Agreement”) inconnection with the closing of Navios Acquisition’s initial vessel acquisition, pursuant to which, among other things, Navios Holdings and Navios Partnersagreed not to acquire, charter-in or own liquid shipment vessels, except for container vessels and vessels that are primarily employed in operations in SouthAmerica, without the consent of an independent committee of Navios Acquisition. In addition, Navios Acquisition, under the Acquisition OmnibusAgreement, agreed to cause its subsidiaries not to acquire, own, operate or charter dry bulk carriers subject to specific exceptions. Under the AcquisitionOmnibus Agreement, Navios Acquisition and its subsidiaries granted to Navios Holdings and Navios Partners, a right of first offer on any proposed sale,transfer or other disposition of any of its dry bulk carriers and related charters owned or acquired by Navios Acquisition. Likewise, Navios Holdings andNavios Partners agreed to grant a similar right of first offer to Navios Acquisition for any liquid shipment vessels it might own. These rights of first offer willnot apply to a (i) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any charter or other agreementwith a counterparty, or (ii) merger with or into, or sale of substantially all of the assets to, an unaffiliated third party. 139 Table of ContentsNavios Holdings entered into an omnibus agreement with Navios Midstream, Navios Acquisition and Navios Partners in connection with theNavios Midstream IPO, pursuant to which Navios Acquisition, Navios Holdings, Navios Partners and their controlled affiliates generally have agreed not toacquire or own any VLCCs, crude oil tankers, refined petroleum product tankers, LPG tankers or chemical tankers under time charters of five or more yearswithout the consent of Navios Midstream. The omnibus agreement contains significant exceptions that will allow Navios Acquisition, Navios Holdings,Navios Partners or any of their controlled affiliates to compete with Navios Midstream under specified circumstances.Midstream General Partner Option Agreement: Navios Holdings entered into an option agreement, with Navios Acquisition under whichNavios Acquisition, which owns and controls Midstream General Partner, granted Navios Holdings the option to acquire a minimum of 25% of theoutstanding membership interests in Midstream General Partner and the incentive distribution rights in Navios Midstream representing the right to receive anincreasing percentage of the quarterly distributions when certain conditions are met. The option shall expire on November 18, 2024. The purchase price forthe acquisition for all or part of the option interest shall be an amount equal to its fair market value. As of December 31, 2015, Navios Holdings had notexercised any part of that option.Sale of Vessels and Sale of Rights to Navios Partners: Upon the sale of vessels to Navios Partners, Navios Holdings recognizes the gainimmediately in earnings only to the extent of the interest in Navios Partners owned by third parties and defers recognition of the gain to the extent of its ownownership interest in Navios Partners (the “deferred gain”). Subsequently, the deferred gain is amortized to income over the remaining useful life of thevessel. The recognition of the deferred gain is accelerated in the event that (i) the vessel is subsequently sold or otherwise disposed of by Navios Partners or(ii) the Company’s ownership interest in Navios Partners is reduced. In connection with the public offerings of common units by Navios Partners, a pro rataportion of the deferred gain is released to income upon dilution of the Company’s ownership interest in Navios Partners. As of December 31, 2015 and 2014,the unamortized deferred gain for all vessels and rights sold totaled $13.7 million and $16.3 million, respectively. For the years ended December 31, 2015,2014 and 2013, Navios Holdings recognized $2.6 million, $5.3 million and $6.9 million of the deferred gain, respectively, in “Equity in net earnings ofaffiliated companies”.Participation in Offerings of Affiliates: Refer to “Item 4.—Information on the Company” and “Item 5.—Operating and Financial Review andProspects” for Navios Holdings’ participation in Navios Acquisition’s and Navios Partners’ offerings. On February 4, 2015, Navios Holdings entered into ashare purchase agreement with Navios Partners pursuant to which Navios Holdings made an investment in Navios Partners by purchasing common units, andgeneral partnership interests, in order to maintain its 20.0% partnership interest in Navios Partners following its equity offering in February 2015. Inconnection with this agreement, Navios Holdings entered into a registration rights agreement with Navios Partners pursuant to which Navios Partnersprovided Navios Holdings with certain rights relating to the registration of the common units.The Navios Acquisition Credit Facilities: In March 2016, Navios Holdings entered into a $50.0 million credit facility with Navios Acquisitionwhich was available for multiple drawings up to a limit of $50.0 million. The $50.0 million facility had a margin of LIBOR plus 300 bps and a maturity untilDecember 2018. On April 14, 2016, the facility was terminated. No borrowings had been made under the facility.On November 11, 2014, Navios Acquisition entered into a short-term credit facility with Navios Holdings pursuant to which Navios Acquisitioncould borrow up to $200.0 million for general corporate purposes. The facility provided for an arrangement fee of $4.0 million and bore fixed interest of 600bps. All amounts drawn under this facility were fully repaid by the maturity date of December 29, 2014.In 2010, Navios Acquisition entered into a $40.0 million credit facility with Navios Holdings, which matured in December 2015. The facilitywas available for multiple drawings up to a limit of $40.0 million and had a margin of LIBOR plus 300 basis points. As of its maturity date, December 31,2015, all amounts drawn have been fully repaid and there was no outstanding amount under this facility. 140 Table of ContentsThe Navios Partners Credit Facility: In May 2015, Navios Partners entered into a credit facility with Navios Holdings of up to $60.0 million.The Navios Partners Credit Facility bears an interest of LIBOR plus 300 bps. The final maturity date is January 2, 2017. As of December 31, 2015, there wasno outstanding amount under this facility.Balance due from Navios Europe I: Balance due from Navios Europe I as of December 31, 2015 amounted to $1.6 million (December 31, 2014:$4.1 million), which included the net current amount of $0.2 million (December 31, 2014: $3.4 million) mainly consisting of management fees, accruedinterest income earned under the Navios Revolving Loans I and other expenses and the non-current amount of $1.4 million (December 31, 2014: $0.7million) related to the accrued interest income earned under the Navios Term Loans I.The Navios Revolving Loans I and the Navios Term Loans I earn interest and an annual preferred return, respectively, at 1,270 basis points perannum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end ofeach quarter. There are no covenant requirements or stated maturity dates.As of December 31, 2015 and 2014, the outstanding amount relating to Navios Holdings’ portion under the Navios Revolving Loans I was $7.1million, under the caption “Loan receivable from affiliate companies”. As of December 31, 2015, the amount undrawn under the Revolving Loans was $9.1million, of which Navios Holdings is committed to fund $4.3 million.Balance due from Navios Europe II: Balance due from Navios Europe II as of December 31, 2015, amounted to $4.2 million (December 31,2014: $0), which included the current amount of $3.6 million (December 31, 2014: $0), mainly consisting of management fees and accrued interest incomeearned under the Navios Revolving Loans II and other expenses and the non-current amount of $0.6 million (December 31, 2014: $0) related to the accruedinterest income earned under the Navios Term Loans II.The Navios Revolving Loans II and the Navios Term Loans II earn interest and an annual preferred return, respectively, at 1,800 basis points perannum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end ofeach quarter. There are no covenant requirements or stated maturity dates.As of December 31, 2015, the outstanding amount relating to Navios Holdings’ portion under the Navios Revolving Loans II was $7.3 million(December 31, 2014: $0), under the caption “Loan receivable from affiliate companies.” As of December 31, 2015, the amount undrawn from the RevolvingLoans II was $23.1 million, of which Navios Holdings is committed to fund $11.0 million.C. Interests of experts and counsel.Not applicable.Item 8. Financial InformationA. Consolidated Statements and Other Financial InformationConsolidated Financial Statements: See Item 18.Legal Proceedings: Navios Holdings is not involved in any legal proceedings that it believes will have a significant effect on its business,financial position, results of operations or liquidity.From time to time, Navios Holdings may be subject to legal proceedings and claims in the ordinary course of business. It is expected that theseclaims would be covered by insurance if they involve liabilities such 141 Table of Contentsas arise from a collision, other marine casualty, damage to cargoes, oil pollution, death or personal injuries to crew, subject to customary deductibles. Thoseclaims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.On April 1, 2016, Navios Holdings was named as a defendant in a putative shareholder derivative lawsuit brought by two alleged shareholders ofNavios Acquisition purportedly on behalf of nominal defendant, Navios Acquisition, in the United States District Court for the Southern District of NewYork, captioned Metropolitan Capital Advisors International Ltd., et al. v. Navios Maritime Holdings, Inc. et al., No. 1:16-cv-02437. The lawsuit challengedthe March 9, 2016 loan agreement between Navios Holdings and Navios Acquisition pursuant to which Navios Acquisition agreed to provide a revolvingloan facility of up to $50.0 million to Navios Holdings (the “Loan Facility”). The lawsuit asserted that Navios Holdings is a controlling stockholder ofNavios Acquisition and that Navios Holdings breached its alleged duties to Navios Acquisition in connection with entering into the Loan Facility. Theprimary relief sought by the plaintiffs was an order from the court barring Navios Holdings from drawing down upon the Loan Facility.On April 14, 2016, Navios Holdings and Navios Acquisition announced that the Loan Facility had been cancelled, and that no borrowings hadbeen made under the Loan Facility. With the cancellation of the Loan Facility, the plaintiffs have indicated to the Court that they expect that their claimswill be dismissed as moot, with the primary issue remaining in the litigation being the plaintiffs’ anticipated request that the Court award the plaintiffs’attorneys’ fees, which request may be opposed by Navios Holdings and Navios Acquisition.Dividend Policy: Navios Holdings has announced the suspension of dividends to its common stock shareholders in November 2015 and itspreferred shareholders, including holders of the Series G and Series H in February 2016. Navios Holdings intends to retain most of its available earningsgenerated by operations to conserve cash and improve liquidity. The reinstatement, declaration and payment of any dividend remains subject to thediscretion of the Board of Directors, and will depend on, among other things, Navios Holdings’ cash requirements after taking into account marketopportunities, debt obligations, market conditions, and restrictions contained in its equity and debt instruments, including limitations on dividends under itspreferred stock. In addition, the terms and provisions of our current secured credit facilities and indentures limit our ability to declare and pay dividends inexcess of certain amounts or if certain covenants are not met. (See also Item 5.B. “Long-term Debt Obligations and Credit Arrangements”).During 2013, the Board of Directors declared cash dividends to its common stockholders of approximately $24.7 million.During 2014, the Board of Directors declared cash dividends to its common stockholders of approximately $25.2 million.On February 16, 2015, the Board of Directors declared a quarterly cash dividend of approximately $6.3 million for the fourth quarter of 2014 of$0.06 per share of common stock, paid on March 27, 2015 to stockholders of record as of March 20, 2015.On May 18, 2015, the Board of Directors declared a quarterly cash dividend of approximately $6.4 million for the first quarter of 2015 of $0.06per share of common stock, paid on June 26, 2015 to stockholders of record as of June 18, 2015.On August 17, 2015, the Board of Directors declared a quarterly cash dividend of approximately $6.5 million for the second quarter of 2015 of$0.06 per share of common stock, paid on September 25, 2015 to stockholders of record as of September 18, 2015.B. Significant ChangesNot applicable. 142 Table of ContentsItem 9. Listing DetailsAs of February 22, 2007, the Company’s common stock and warrants were no longer trading as a unit, and as of such date, the principal tradingmarket for our securities has been NYSE under the symbols “NM” for our common stock and “NMWS” for our warrants. On December 9, 2008, our publiclytraded warrants expired and ceased to be publicly traded. For the period from November 3, 2005 to February 22, 2007 our common stock, warrants and unitswere trading on the Nasdaq National Market (“NASDAQ”) under the symbols “BULK”, “BULKW” and “BULKU”, respectively. Prior to November 3, 2005,the principal trading market of our securities was the Over-The-Counter Bulletin Board (“OTCBB”). Our Series G and Series H issued in January and July2014, respectively, are trading on the NYSE under the symbols “NMPrG.” and “NMPrH.”The following table sets forth, for the periods indicated, the reported high and low market prices of our common and preferred stock (Series G andSeries H) on the NYSE.On April 22, 2016, the closing price of our common stock was $1.59. The quotations listed below reflect high and low market prices, withoutretail markup, markdown or commission, and may not necessarily represent actual transactions:(a) For the five most recent full financial years: the annual high and low market prices: Common Stock Series G Series H Year Ended High Low High Low High Low December 31, 2015 $4.68 $1.13 $26.50 $5.64 $22.45 $5.06 December 31, 2014 $12.12 $3.50 $26.49 $16.47 $25.05 $16.55 December 31, 2013 $11.73 $3.40 $— $— $— $— December 31, 2012 $4.49 $3.08 $— $— $— $— December 31, 2011 $5.99 $2.88 $— $— $— $— (b) For the two most recent full financial years and any subsequent period: the high and low closing prices for each financial quarter: Common Stock Series G Series H Quarter Ended High Low High Low High Low March 31, 2016 $1.75 $0.68 $11.68 $2.50 $11.46 $2.37 December 31, 2015 $3.26 $1.13 $18.25 $5.64 $17.56 $5.06 September 30, 2015 $4.51 $2.42 $20.47 $16.50 $19.30 $15.63 June 30, 2015 $4.31 $3.30 $22.57 $19.57 $22.45 $18.70 March 31, 2015 $4.68 $3.55 $26.50 $18.99 $22.42 $18.22 December 31, 2014 $6.34 $3.50 $25.51 $16.47 $24.58 $16.55 September 30, 2014 $10.27 $5.76 $26.00 $25.01 $25.05 $23.95 June 30, 2014 $10.58 $7.52 $26.49 $24.42 $— $— (c) For the most recent six months: the high and low closing prices for each month: Common Stock Series G Series H Month Ended High Low High Low High Low March 2016 $1.67 $0.80 $5.61 $3.14 $4.98 $2.75 February 2016 $1.00 $0.68 $6.86 $2.50 $5.75 $2.37 January 2016 $1.75 $0.69 $11.68 $2.98 $11.46 $2.65 December 2015 $1.79 $1.13 $13.83 $5.64 $13.09 $5.06 November 2015 $2.15 $1.13 $16.06 $7.76 $15.87 $7.86 October 2015 $3.26 $1.98 $18.25 $15.70 $17.56 $15.08 143 Table of ContentsItem 10. Additional InformationA. Share CapitalNot applicable.B. Memorandum of articles of associationPlease refer to Exhibit 3.1 of Form F-1, filed with the Securities and Exchange Commission (“SEC”) on November 2, 2005 with file number 333-129382; Exhibit 99.1 of Form 6-K, filed on January 17, 2007 with file number 000-51047, which the Company hereby incorporates by reference and thefollowing filings on Form 6-K or Form 8-A, as applicable, (file number 001-33311) filed with the SEC : Exhibit 99.2 of Form 6-K filed on October 6, 2008;Exhibit 3.1 of Form 6-K filed on July 7, 2009; Exhibit 3.1 of Form 6-K filed on September 22, 2009; Exhibit 3.1 of Form 6-K filed on September 24, 2009;Exhibit 3.1 of Form 6-K filed on February 4, 2010; Exhibit 1.1 of Form 6-K filed on November 15, 2010; Exhibit 1.1 of Form 6-K filed on December 22,2010; Exhibit 3.3 of Form 8-A filed on January 24, 2014 and Exhibit 3.3 of Form 8-A filed on July 7, 2014, each of which the Company hereby incorporatesby reference.C. Material ContractsRefer to “Item 4. – Information on the Company” for a discussion of various agreements relating to our business and certain vessel transactions,including Item 4.B. for a discussion of our option agreements to purchase 21 chartered-in vessels , and to Item 5. – Operating and Financial Review andProspects” for a discussion of our long-term debt, including Item 5.F for a discussion of the long-term debt, the operating lease obligations and the rentobligations. Other than these agreements, there are no material contracts, other than the contracts entered into in the ordinary course of business, to which theCompany or any of its subsidiaries is a party.D. Exchange controlsUnder the laws of the Marshall Islands, Uruguay, Liberia, Panama, Belgium, Luxembourg, Malta, Brazil, Paraguay, Cayman Islands, Hong Kongand the British Virgin Islands, the countries of incorporation of the Company and its subsidiaries, there are currently no restrictions on the export or import ofcapital, including foreign exchange controls, or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of ourcommon stock.In the case of Argentina, however, it should be noted that since the year 2001, local authorities have established certain foreign exchangerestrictions that affect the export or import of capital. Such restrictions have been progressively eased since 2003 while the newly elected Argentiniangovernment implemented certain reforms that provided greater flexibility and easier access to the foreign exchange market. As of the date of this report,almost all of these restrictions have been lifted. However, there can be no assurance that local authorities in Argentina will not modify such regulations in thenear future.E. TaxationMarshall Islands Tax ConsiderationsNavios Holdings is incorporated in the Marshall Islands. Under current Marshall Islands law, Navios Holdings will not be subject to tax onincome or capital gains, and no Marshall Islands withholding tax will be imposed upon payments.Other Tax JurisdictionsCertain of Navios Holdings’ subsidiaries are incorporated in countries which impose taxes, such as Malta and Belgium, however such taxes areimmaterial to Navios Holdings’ operations. 144 Table of ContentsCertain of the Company’s subsidiaries are registered as Law 89 companies in Greece. These Law 89 companies are exempt from Greek incometax on their income derived from certain activities related to shipping. Since all the Law 89 companies conduct only business activities that qualify for theexemption of Greek income tax, no provision has been made for Greek income tax with respect to income derived by these Law 89 companies from theirbusiness operations in Greece.In accordance with the currently applicable Greek law, foreign flagged vessels that are managed by Greek or foreign ship managementcompanies having established an office in Greece are subject to duties towards the Greek state which are calculated on the basis of the relevant vessel’stonnage. The payment of said duties exhausts the tax liability of the foreign ship owning company and the relevant manager against any tax, duty, charge orcontribution payable on income from the exploitation of the foreign flagged vessel.Additionally, under a new tax bill ratified on January 14, 2013, an annual contribution, applying only to fiscal years 2012-2015, was imposedon offices or branches of foreign enterprises that have been established in Greece and are engaged in the exploitation, chartering, insurance, average (damage)settlements, purchase, chartering or shipbuilding brokerage, or chartering or insurance of ships under Greek or foreign flag, as well as the representation ofship-owner companies or undertakings, whose object is identical to the abovementioned activities. This contribution is imposed on the total amount ofimported foreign exchange, calculated on a minimum $50,000. The impact of this new tax bill is not expected to be material to Navios Holdings’ operations.Navios Logistics subsidiaries are incorporated in countries which impose taxes, such as Argentina, Uruguay, Brazil and Paraguay. Income taxliabilities of the Argentinean subsidiaries for the current and prior periods are measured at the amount expected to be paid to the taxation authorities using atax rate of 35% on the taxable net income. Tax rates and tax laws used to assess the income tax liability are those that are effective on the close of the fiscalperiod. Additionally, at the end of the fiscal year local companies in Argentina have to calculate an assets tax (“Impuesto a la Ganancia Mínima Presunta” orMinimum Presumed Income Tax). This tax is supplementary to income tax and is calculated by applying the effective tax rate of 1% over the gross value ofthe corporate assets (based on tax law criteria). The subsidiaries’ tax liabilities will be the higher of income tax or Alternative Minimum Tax. However, if theAlternative Minimum Tax exceeds income tax during any fiscal year, such excess may be computed as a prepayment of any income tax excess over theAlternative Minimum Tax that may arise in the next ten fiscal years. Relating to the Paraguayan subsidiaries there are two possible options to determine theincome tax liability. Under the first option income tax liabilities for the current and prior periods are measured at the amount expected to be paid to thetaxation authorities, by applying the tax rate of 10% on the fiscal profit and loss. 50% of revenues derived from international freights are consideredParaguayan sourced (and therefore taxed) if carried between Paraguay and Argentina, Bolivia, Brazil or Uruguay. In any other case, only 30% of revenuesderived from international freights are considered Paraguayan sourced. Companies whose operations are considered international freights can choose to payincome taxes on their revenues at an effective tax rate of 1% on such revenues, without considering any other kind of adjustments. Fiscal losses, if any, areneither deducted nor carried forward.Material U.S. Federal Income Tax ConsiderationsThe following discussion addresses certain U.S. federal income tax considerations applicable to us and to the purchase, ownership anddisposition of our common stock. The discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), judicial decisions,administrative pronouncements, and existing and proposed regulations issued by the U.S. Treasury (the “Treasury Regulations”), all of which are subject tochange, possibly with retroactive effect. Changes in these authorities may cause the tax consequences to vary substantially from the consequences describedbelow. No party has sought or will seek any rulings from the U.S. Internal Revenue Service (the “IRS”) with respect to the U.S. federal income taxconsequences discussed below. The discussion below is not in any way binding on the IRS or the courts or in any way an assurance that the U.S. federalincome tax consequences discussed herein will be accepted by the IRS or the courts. 145 Table of ContentsThe U.S. federal income tax consequences to a beneficial owner of our common stock may vary depending on such beneficial owner’s particularsituation or status. This discussion is limited to beneficial owners of our common stock who hold our common stock as capital assets, and it does not addressaspects of U.S. federal income taxation that may be relevant to persons who are subject to special treatment under U.S. federal income tax laws, including butnot limited to: dealers in securities; banks and other financial institutions; insurance companies; tax-exempt entities, plans or accounts; persons holding ourcommon stock as part of a “hedge,” “straddle” or other risk reduction transaction; partnerships or other pass-through entities (or investors in such entities);U.S. persons whose functional currency is not the U.S. dollar; persons that actually or constructively own 10% or more (by voting power or value) of ouroutstanding stock; U.S. expatriates; and persons subject to alternative minimum tax. The following discussion is for general information purposes only anddoes not address any U.S. state or local tax matters, any non-U.S. tax matters, or any U.S. federal taxes other than income taxes (such as estate and gift taxes orthe Medicare tax on certain investment income).You are encouraged to consult your own tax advisor regarding the particular U.S. federal, state and local and non-U.S. income and other taxconsequences applicable to us and to the purchase, ownership and disposition of our common stock that may be applicable to you.U.S. Federal Income Taxation of the CompanyTaxation of Our Shipping IncomeNavios Holdings is incorporated under the laws of the Marshall Islands. Accordingly, we take the position that Navios Holdings is taxed as aforeign corporation by the United States, and the remainder of this discussion assumes the correctness of this position. If Navios Holdings were taxed as aUnited States corporation, it could be subject to substantially greater United States federal income tax than contemplated below. See “Risk Factors—TaxRisks— Navios Maritime Holdings Inc. may be taxed as a United States corporation.”Subject to the discussion of “effectively connected” income below, unless exempt from U.S. federal income tax under the rules contained inSection 883 of the Code and the Treasury Regulations promulgated thereunder, a non-U.S. corporation is subject to a 4% U.S. federal income tax in respect ofits U.S.-source gross shipping income (without allowance for deductions). For this purpose, U.S.-source gross shipping income includes 50% of the shippingincome that is attributable to transportation that begins or ends (but that does not both begin and end) in the United States. Shipping income attributable totransportation that both begins and ends in the United States is considered to be 100% U.S.-source. Shipping income attributable to transportationexclusively between non-U.S. destinations is considered to be 100% non-U.S. source and generally is not subject to U.S. federal income tax. “Shippingincome” means income that is derived from the use of vessels, the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, theparticipation in a pool, partnership, strategic alliance, joint operating agreement, code sharing agreement or other joint venture it directly or indirectly ownsor participates in that generates such income, or the performance of services directly related to these uses.Under Section 883 of the Code and the Treasury Regulations promulgated thereunder, a non-U.S. corporation will be exempt from U.S. federalincome tax on its U.S.-source shipping income if the following three requirements are satisfied: • It is organized in a jurisdiction outside the United States that grants an “equivalent exemption” from tax to corporations organized in the UnitedStates with respect to the types of U.S.-source shipping income that we earn; • Either (i) its stock is “primarily traded” and “regularly traded” on an “established securities market” in the United States, in its country oforganization, or in another country that grants an “equivalent exemption” to U.S. corporations or (ii) more than 50% of the value of its stock isowned, directly or indirectly, by (a) individuals who are “residents” of foreign countries that grants an “equivalent 146 Table of Contents exemption,” (b) non-U.S. corporations organized in foreign countries that grant an “equivalent exemption” and that meet the test described in (i),and/or (c) certain other qualified shareholders described in the Treasury Regulations promulgated under Section 883; and • It meets certain substantiation and reporting requirements.We believe that we and each of our subsidiaries qualifies and will continue to qualify for the foreseeable future for this statutory tax exemptionunder Section 883 with respect to our U.S.-source shipping income, provided that our common stock continues to be listed on the NYSE and represents morethan 50% of the total combined voting power of all classes of our stock entitled to vote and of the total value of our stock, and less than 50% of our commonstock is owned, actually or constructively under specified stock attribution rules, on more than half the number of days in the relevant year by persons whoeach own 5% or more of the vote and value of our common stock. However, no assurance can be given that we will satisfy these requirements or qualify forthis exemption.If we or our subsidiaries are not entitled to this exemption under Section 883 for any taxable year, we or our subsidiaries would be subject forthose years to the 4% U.S. federal income tax on our gross U.S.-source shipping income described above, subject to the discussion of “effectively connected”income below. We expect that no more than a small portion of our gross shipping income would be treated as U.S.-source and we expect that the effective rateof U.S. federal income tax on our gross shipping income would be significantly below 1%.To the extent exemption under Section 883 is unavailable, our U.S.-source gross shipping income that is considered to be “effectivelyconnected” with the conduct of a U.S. trade or business (net of applicable deductions) would be subject to the U.S. federal corporate income tax currentlyimposed at rates of up to 35%, but would not be subject to the 4% tax discussed above. In addition, we may be subject to the 30% U.S. “branch profits” taxon any earnings and profits effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and oncertain interest paid or deemed paid that is attributable to the conduct of such U.S. trade or business.Our U.S.-source shipping income attributable to time or voyage charters (which currently represent, and are expected to continue to represent,substantially all of our shipping income) would be considered “effectively connected” with the conduct of a U.S. trade or business only if: • we had, or were considered to have, a fixed place of business in the United States involved in the earning of such shipping income; and • Substantially all of our U.S.-source shipping were attributable to regularly scheduled transportation.We do not have, or intend to have or permit circumstances that would result in us having, such a fixed place of business in the United States orany vessel sailing to or from the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operationsand activities, we believe that none of our U.S.-source shipping income will be “effectively connected” with the conduct of a U.S. trade or business.In addition, income attributable to transportation that both begins and ends in the United States is not subject to the tax rules described above.Such income is subject to either a 30% gross-basis tax or to U.S. federal corporate income tax on net income at rates of up to 35% (and the branch profits taxdiscussed above). Although there can be no assurance, we do not expect to engage in transportation that produces shipping income of this type.Taxation of Gain on Our Sale of VesselsOn the sale of a vessel that has produced “effectively connected” income (as discussed above), we could be subject to net basis U.S. federalcorporate income tax as well as branch profits tax with respect to the 147 Table of Contentsgain recognized up to the amount of certain prior deductions for depreciation that reduced effectively connected income. Otherwise, we should not be subjectto U.S. federal income tax with respect to gain realized on the sale of a vessel, provided the sale is considered to occur outside of the United States (asdetermined under U.S. tax principles) and the gain is not attributable to an office or other fixed place of business maintained by us in the United States underU.S. federal income tax principles.Taxation of U.S. Holders of our Common StockThe following discussion is limited to persons that are “U.S. holders” of our common stock. For purposes of this discussion, a “U.S. holder” is abeneficial owner of our common stock that is: • an individual U.S. citizen or resident (as determined for U.S. federal income tax purposes); • a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) organized under the laws of the United Statesor any of its political subdivisions; • an estate the income of which is subject to U.S. federal income taxation regardless of its source; or • a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United Statespersons (as determined for U.S. federal income tax purposes) have the authority to control all substantial decisions of that trust, or if the trust hasvalidly elected to be treated as a U.S. trust.If an entity treated for U.S. federal income tax purposes as a partnership holds our common stock, the tax treatment of a partner will generallydepend upon the status of the partner, upon the activities of the partnership and certain determinations made at the partner level. If you are a partner in apartnership considering an investment in our common stock, you should consult your tax advisor.Distributions on Our Common StockSubject to the discussion of “passive foreign investment companies” below, any distributions that you receive with respect to our common stockgenerally will constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described below, to the extent of our currentor accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of our earnings and profits will betreated first as a non-taxable return of capital to the extent of your tax basis in our common stock and thereafter as gain from the sale of such stock. We do notmaintain calculations of earnings and profits under U.S. federal income tax principles. Therefore, you should expect that a distribution with respect to yourcommon stock generally will be treated as dividend income, even if that distribution might otherwise be treated as a non-taxable return of capital or as capitalgain under the rules described above.Because we are not a U.S. corporation, if you are a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes), youwill not be entitled to claim a dividends-received deduction with respect to any distributions you receive from us. Dividends paid with respect to ourcommon stock will generally be treated as “passive category income” for purposes of computing allowable foreign tax credits for U.S. foreign tax creditpurposes.If you are an individual, trust or estate, dividends you receive from us should be treated as “qualified dividend income,” provided that: (i) ourcommon stock is readily tradable on an established securities market in the United States, which we expect to be the case, provided that our common stockcontinues to be listed on the NYSE; (ii) we are not a “passive foreign investment company” for the taxable year during which the dividend is paid or theimmediately preceding taxable year (see the discussion below under “—Passive Foreign Investment Company Status”); (iii) you have owned our commonstock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock become ex-dividend (and have not enteredinto certain risk limiting transactions with respect to such common stock); (iv) you are not under an obligation to 148 Table of Contentsmake related payments with respect to positions in substantially similar or related property; and (v) you do not treat the dividends as “investment income” forpurposes of the investment interest deduction.Qualified dividend income is taxed at the preferential rates applicable to long-term capital gain, depending on the income level of the taxpayer.Dividends you receive from us that are not eligible for the preferential rates will be taxed at the ordinary income rates.Special rules may apply to any amounts received in respect of our common stock that are treated as “extraordinary dividends.” Generally, anextraordinary dividend is a dividend with respect to a share of our common stock in an amount that is equal to or in excess of 10% of your adjusted tax basis(or fair market value in certain circumstances) in such share of common stock. In addition, extraordinary dividends include dividends received within a one-year period that, in the aggregate, equal or exceed 20% of your adjusted tax basis (or fair market value in certain circumstances). If we pay an extraordinarydividend on any shares of our common stock that is treated as “qualified dividend income,” and you are an individual, estate or trust, then any loss youderive from a subsequent sale or exchange of such shares of our common stock will be treated as long-term capital loss to the extent of such dividend.Sale, Exchange or Other Disposition of Common StockProvided that we are not a passive foreign investment company for any taxable year during which you hold our common stock, you generallywill recognize capital gain or loss upon a sale, exchange or other disposition of our common stock in an amount equal to the difference, if any, between theamount realized by you from such sale, exchange or other disposition and your tax basis in such common stock. Any such gain or loss will be treated as long-term capital gain or loss if your holding period is greater than one year at the time of the sale, exchange or other disposition. Any such capital gain or losswill generally be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. If you are an individual, trust or estate, your long-term capital gains are currently subject to tax at preferential rates. Your ability to deduct capital losses against ordinary income is subject to limitationsPassive Foreign Investment Company StatusSpecial U.S. federal income tax rules apply to you if you hold stock in a non-U.S. corporation that is classified as a “passive foreign investmentcompany” (a “PFIC”) for U.S. federal income tax purposes. In general, we will be a PFIC for any taxable year in which, after applying certain look-throughrules, either: • at least 75% of our gross income for such taxable year consists of “passive income” (e.g., dividends, interest, capital gains and rents derived otherthan in the active conduct of a rental business); or • at least 50% of the quarterly average value of our assets during such taxable year consists of “passive assets” (i.e., assets that produce, or are heldfor the production of, passive income).For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets,respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary’s stock. Income we earn, or are deemed to earn,in connection with the performance of services will not constitute passive income. By contrast, rental income will generally constitute passive income (unlesswe are treated under certain special rules as deriving our rental income in the active conduct of a trade or business).Based upon our actual and projected income, assets and activities, we believe that we should not be a PFIC for our taxable year endedDecember 31, 2015 or for subsequent taxable years. However, no assurance can be given as to our current and future PFIC status, because such status requiresan annual factual determination based upon the composition of our income and assets for the entire taxable year. The PFIC determination also depends on theapplication of complex U.S. federal income tax rules concerning the classification of our income 149 Table of Contentsand assets for this purpose, and there are legal uncertainties involved in determining whether the income derived from our chartering activities and from ourlogistics activities constitutes rental income or income derived from the performance of services. In Tidewater Inc. v. United States, 565 F.2d 299 (5th Cir.2009), the Fifth Circuit held that income derived from certain time chartering activities should be treated as rental income rather than services income forpurposes of a foreign sales corporation provision of the Code. The IRS has announced, in an Action on Decision (AOD 2010-001), its nonacquiescence withthe court’s holding in the Tidewater case and, at the same time, announced the position of the IRS that the vessel time charter agreements at issue in that caseshould be treated as service contracts. The IRS’ AOD, however, is an administrative action that cannot be relied upon or otherwise cited as precedent bytaxpayers. We have not sought, and we do not expect to seek, an IRS ruling on this issue. As a result, the IRS or a court could disagree with our position. Inaddition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, wecannot assure you that the nature of our operations, or the nature or composition of our income or assets, will not change in the future, or that we can avoidPFIC status in the future.As discussed below, if we are a PFIC for a taxable year during which you actually or constructively own our common stock, you generally wouldbe subject to one of three different U.S. federal income tax regimes, depending on whether or not you make certain elections. Additionally, for each yearduring which we are treated as a PFIC and you actually or constructively own common stock you generally will be required to file IRS Form 8621 with yourU.S. federal income tax return to report certain information concerning your ownership of our common stock. In the event that a person that is required to fileIRS Form 8621 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such person for the relatedtax year may not close until three years after the date that the required information is filed.The PFIC rules are complex, and you are encouraged to consult your own tax advisor regarding the PFIC rules, including the annual PFICreporting requirement.Taxation of U.S. Holders That Make a Timely QEF ElectionIf we were treated as a PFIC for any taxable year during which you actually or constructively own our common stock, and if you make a timelyelection to treat us as a “Qualifying Electing Fund” for U.S. tax purposes (a “QEF Election”), you would be required to report each year your pro rata share ofour ordinary earnings (as ordinary income) and our net capital gain (as long-term capital gain), if any, for our taxable year that ends with or within yourtaxable year, regardless of whether we make any distributions to you. Such income inclusions would not be eligible for the preferential tax rates applicable toqualified dividend income. Your adjusted tax basis in our common stock would be increased to reflect such taxed but undistributed earnings and profits.Distributions of earnings and profits that had previously been taxed would result in a corresponding reduction in your adjusted tax basis in our commonstock and would not be taxed again once distributed. You would generally recognize capital gain or loss on the sale, exchange or other disposition of ourcommon stock. Even if you make a QEF Election for one of our taxable years, if we were a PFIC for a prior taxable year during which you held our commonstock and for which you did not make a timely QEF Election, you would also be subject to the more adverse rules described below under “—Taxation of U.S.Holders That Make No Election.” Additionally, to the extent any of our subsidiaries is a PFIC, your election to treat us as a “Qualifying Electing Fund”would not be effective with respect to your deemed ownership of the stock of such subsidiary and a separate QEF Election with respect to such subsidiarywould be required.You would make a QEF Election by completing and filing IRS Form 8621 with your U.S. federal income tax return for the year for which theelection is made in accordance with the relevant instructions. If we were to become aware that we were a PFIC for any taxable year, we would notify all U.S.holders of such treatment and would provide all necessary information to any U.S. holder who requests such information in order to make the QEF Electiondescribed above with respect to us and the relevant subsidiaries.A QEF Election generally will not have any effect with respect to any taxable year for which we are not a PFIC, but will remain in effect withrespect to any subsequent taxable year for which we are a PFIC. It 150 Table of Contentsshould be noted that the beneficial effect of a QEF Election may be substantially diminished if such election is not made in the first year of your holdingperiod in which we are a PFIC. If some instances, you may be permitted to make a QEF election that is retroactive to the beginning of your holding period ifwe unexpectedly are treated as a PFIC.Taxation of U.S. Holders That Make a Timely “Mark-to-Market” ElectionAlternatively, if we were to be treated as a PFIC for any taxable year during which you actually or constructively own our common stock and, ourcommon stock is treated as “marketable stock,” you would be allowed to make a “mark-to-market” election with respect to our common stock, provided youcomplete and file IRS Form 8621 with your U.S. federal income tax return for the year for which the election is made in accordance with the relevantinstructions. If that election is made, you generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of ourcommon stock at the end of the taxable year over your adjusted tax basis in our common stock. You also would be permitted an ordinary loss in respect of theexcess, if any, of your adjusted tax basis in our common stock over the fair market value of such common stock at the end of the taxable year (but only to theextent of the net amount of gain previously included in income as a result of the mark-to-market election). Your tax basis in our common stock would beadjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our common stock would be treated asordinary income, and any loss realized on the sale, exchange or other disposition of the common stock would be treated as ordinary loss to the extent thatsuch loss does not exceed the net mark-to-market gains you previously included. However, to the extent any of our subsidiaries is a PFIC, your “mark-to-market” election with respect to our common stock would not apply to your deemed ownership of the stock of such subsidiary. This may significantly limitthe beneficial effect of making a mark-to-market election.It should be noted that the beneficial effect of a “mark-to-market” election may be substantially diminished if such election is not made in thefirst year of your holding period in which we are a PFIC.Taxation of U.S. Holders That Make No ElectionFinally, if we were treated as a PFIC for any taxable year during which you actually or constructively own our common stock, and you do notmake either a QEF Election or a “mark-to-market” election for that year, you would be subject to special rules with respect to (a) any excess distribution (thatis, the portion of any distributions you receive on our common stock in a taxable year in excess of 125% of the average annual distributions you received inthe three preceding taxable years, or, if shorter, your holding period for our common stock) and (b) any gain realized on the sale, exchange or otherdisposition of our common stock. Under these special rules: (i) the excess distribution or gain would be allocated ratably over your aggregate holding periodfor our common stock (ii) the amount allocated to the current taxable year would be taxed as ordinary income; and (iii) the amount allocated to each of theother taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for thedeemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.If you died while owning our common stock, your successor generally would not receive a step-up in tax basis with respect to such shares forU.S. tax purposes.If we are treated as a PFIC during any taxable year during your holding period, unless you make a timely QEF Election, or a timely “mark-to-market” election, for the first taxable year in which you hold our common stock, we will continue to be treated as a PFIC for all succeeding years duringwhich you are treated as a direct or indirect U.S. holder, even if we are not a PFIC for such years. You are encouraged to consult your own tax advisor withrespect to any available elections that may be applicable in such a situation, as well as the IRS information and filing obligations that may arise as a result ofthe ownership of shares in a PFIC. 151 Table of ContentsTaxation of Non-U.S. HoldersYou are a “non-U.S. holder” if you are a beneficial owner of our common stock (other than a partnership for U.S. federal income tax purposes)and you are not a U.S. holder.Distributions on Our Common StockYou generally will not be subject to U.S. federal income or withholding taxes on a distribution with respect to our common stock, unless theincome arising from such distribution is effectively connected with your conduct of a trade or business in the United States. If you are entitled to the benefitsof an applicable income tax treaty with respect to that income, such income generally is taxable in the United States only if it is attributable to a permanentestablishment maintained by you in the United States.Sale, Exchange or Other Disposition of Our Common StockYou generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other dispositionof our common stock, unless: • the gain is effectively connected with your conduct of a trade or business in the United States (and, if you are entitled to the benefits ofan applicable income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by you in theUnited States); or • you are an individual who is present in the United States for 183 days or more during the taxable year of disposition and certain otherconditions are met.Gain that is effectively connected with your conduct of a trade or business in the United States (or so treated) generally will be subject to U.S.federal income tax, net of certain deductions, at regular U.S. federal income tax rates. If you are a corporate non-U.S. holder, your earnings and profits that areattributable to the effectively connected income (subject to certain adjustments) may be subject to an additional U.S. branch profits tax at a rate of 30% (orsuch lower rate as may be specified by an applicable income tax treaty).Gain described in clause the second bullet point above (net of certain U.S.-source losses) will be taxed at a flat rate of 30% (or such lower rate asmay be specified by an applicable tax treaty).U.S. Backup Withholding and Information ReportingIn general, if you are a non-corporate U.S. holder, distributions and proceeds from the disposition of our common stock may be subject toinformation reporting requirements. These payments to a non-corporate U.S. holder may also be subject to backup withholding tax if the non-corporate U.S.holder: (i) fails to provide an accurate taxpayer identification number; (ii) is notified by the IRS that it has become subject to backup withholding due to aprior failure to report all interest or distributions required to be shown on its federal income tax returns; or (iii) fails to comply with applicable certificationrequirements.If you are a non-U.S. holder, you may be required to establish your exemption from information reporting and backup withholding by certifyingyour non-U.S. status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable.Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholdingrules that exceed your income tax liability by accurately completing and timely filing a refund claim with the IRS. 152 Table of ContentsTax Return Disclosure RequirementsIndividual U.S. holders (and to the extent specified in applicable Treasury Regulations, certain individual non-U.S. holders and certain U.S.holders that are entities) that hold certain specified foreign assets with values in excess of certain dollar thresholds are required to report such assets on IRSForm 8938 with their U.S. federal income tax return, subject to certain exceptions (including an exception for foreign assets held in accounts maintained withU.S. financial institutions). Stock in a foreign corporation, including our common stock is a specified foreign asset for this purpose, unless such stock is heldin an account maintained with a U.S. financial institution. Substantial penalties apply for failure to properly complete and file Form 8938. You areencouraged to consult your own tax advisor regarding the filing of this form. Additionally, in the event that an individual U.S. holder (and to the extentspecified in applicable Treasury Regulations, an individual non-U.S. holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, thestatute of limitations on the assessment and collection of U.S. federal income taxes of such person for the related tax year may not close until three years afterthe date that the required information is filed. U.S. holders (including U.S. entities) and non-U.S. holders should consult their own tax advisors regarding theirreporting obligations with respect to specified foreign assets.F. Dividends and paying agentsNot applicable.G. Statement by expertsNot applicable.H. Documents on displayWe file reports and other information with the Securities and Exchange Commission (“SEC”). These materials, including this annual report andthe accompanying exhibits, may be inspected and copied at the public facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, orfrom the SEC’s website www.sec.gov. You may obtain information on the operation of the public reference room by calling 1-(800)-SEC-0330 and you mayobtain copies at prescribed rates.I. Subsidiary informationNot applicable.Item 11. Quantitative and Qualitative Disclosures about Market RisksNavios Holdings is exposed to certain risks related to interest rate, foreign currency and charter rate risks. To manage these risks, NaviosHoldings may use interest rate swaps (for interest rate risk) and FFAs (for charter rate risk).Interest Rate Risk:Debt Instruments — On December 31, 2015 and 2014, Navios Holdings had a total of $1,608.5 million and $1,644.6 million, respectively, oflong-term indebtedness. The debt is U.S. dollar-denominated and bears interest at a floating rate, except for the 2019 Notes, the 2022 Notes and the 2022Logistics Senior Notes and one Navios Logistics’ loan discussed in “Item 5.B Liquidity and Capital Resources” that bear interest at a fixed rate.The interest on the loan facilities is at a floating rate and, therefore, changes in interest rates would affect their interest rate and related interestexpense. As of December 31, 2015, the outstanding amount of the 153 Table of ContentsCompany’s floating rate loan facilities was $233.1 million. The interest rate on the 2019 Notes, the 2022 Notes, the 2022 Logistics Senior Notes and theNavios Logistics loan is fixed and, therefore, changes in interest rates affect their fair value, which as of December 31, 2015 was $735.4 million, but do notaffect their related interest expense. A change in the LIBOR rate of 100 basis points would increase interest expense for the years ended December 31, 2015,2014 and 2013 by $2.4 million, $2.4 million and $2.9 million, respectively.For a detailed discussion on Navios Holdings’ debt instruments refer to section “Long-Term Debt Obligations and Credit Arrangements”included in Item 5.B. of this Annual Report.Interest Rate Swaps — Navios Holdings enters from time to time into interest rate swap contracts to hedge its exposure to variability in itsfloating rate long-term debt. Under the terms of interest rate swaps, Navios Holdings and the banks agree to exchange, at specified intervals, the differencebetween a paying fixed rate and floating rate interest amount calculated by reference to the agreed principal amounts and maturities. The interest rate swapsallow Navios Holdings to convert long-term borrowings issued at floating rates into equivalent fixed rates.There are no swap agreements as of December 31, 2015 and 2014, as all swap agreements expired during 2010.FFAs Derivative Risk:FFAs — Navios Holdings may enter into dry bulk shipping FFAs as economic hedges relating to identifiable ship and/or cargo positions and aseconomic hedges of transactions that Navios Holdings expects to carry out in the normal course of its shipping business. By using FFAs, Navios Holdingsmanages the financial risk associated with fluctuating market conditions. In entering into these contracts, the Company has assumed the risk that might arisefrom the possible inability of counterparties to perform in accordance with the terms of their contracts. The Company records all of its derivative financialinstruments and hedges as economic hedges.Navios Holdings is exposed to market risk in relation to its FFAs and could suffer substantial losses from these activities in the eventexpectations are incorrect. Navios Holdings trades FFAs with an objective of both economically hedging the risk on the fleet, specific vessels or freightcommitments and taking advantage of short-term fluctuations in market prices. As there were no positions deemed to be open as of December 31, 2015, achange in underlying freight market indices would not have any effect on our net income/(loss).Inflation:Inflation has had a minimal impact on vessel operating expenses and general and administrative expenses. Our management does not considerinflation to be a significant risk to direct expenses in the current and foreseeable economic environment.Item 12. Description of Securities Other than Equity SecuritiesNot applicable.PART IIItem 13. Defaults, Dividend Arrearages and DelinquenciesNone.Item 14. Material Modifications to the Rights of Security Holders and Use of ProceedsNone. 154 Table of ContentsItem 15. Controls and ProceduresA. Disclosure Controls and ProceduresThe Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation,pursuant to Rule 13a-15 (e) promulgated under the Exchange Act, of the effectiveness of our disclosure controls and procedures as of December 31, 2015.Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as ofDecember 31, 2015.Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed byus in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in theSEC’s rules and forms and that such information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulatedand communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, asappropriate to allow timely decisions regarding required disclosures.B. Management’s Annual Report on Internal Control over Financial ReportingThe management of Navios Holdings is responsible for establishing and maintaining adequate internal control over financial reporting asdefined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Navios Holdings’ internal control system was designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles in the United States.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.Navios Holdings’ management assessed the effectiveness of Navios Holdings’ internal control over financial reporting as of December 31, 2015.In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in InternalControl — Integrated Framework (2013). Based on its assessment, management concluded that, as of December 31, 2015, Navios Holdings’ internal controlover financial reporting is effective based on those criteria.Navios Holdings’ independent registered public accounting firm has issued an attestation report on Navios Holdings’ internal control overfinancial reporting.C. Attestation Report of the Registered Public Accounting FirmNavios Holdings’ independent registered public accounting firm has issued an audit report on Navios Holdings’ internal control over financialreporting. This report appears on Page F-2 of the consolidated financial statements.D. Changes in Internal Control over Financial ReportingThere have been no changes in internal controls over financial reporting (identified in connection with management’s evaluation of suchinternal controls over financial reporting) that occurred during the year covered by this Annual Report that have materially affected, or are reasonably likelyto materially affect, Navios Holdings’ internal controls over financial reporting. 155 Table of ContentsItem 16. [Reserved]Item 16A. Audit Committee financial expertNavios Holdings’ Audit Committee consists of three independent directors, Spyridon Magoulas, Efstathios Loizos and George Malanga. TheBoard of Directors has determined that Efstathios Loizos qualifies as “an audit committee financial expert” as defined in the instructions of Item 16A ofForm 20-F. Mr. Loizos is independent under applicable NYSE and SEC standards.Item 16B. Code of EthicsNavios Holdings has adopted a code of ethics, the Navios Code of Corporate Conduct and Ethics, applicable to officers, directors and employeesof Navios Holdings that complies with applicable guidelines issued by the SEC. The Navios Code of Corporate Conduct and Ethics is available for review onNavios Holdings’ website at www.navios.com.Item 16C. Principal Accountant Fees and ServicesAudit FeesOur principal accountants for fiscal years 2015 and 2014 were PricewaterhouseCoopers S.A. The audit fees for the audit of the years endedDecember 31, 2015 and 2014 were $1.5 million and $1.7 million, respectively.The Audit Committee is responsible for the appointment, replacement, compensation, evaluation and oversight of the work of the independentauditors. As part of this responsibility, the audit committee pre-approves the audit and non-audit services performed by the independent auditors in order toassure that they do not impair the auditors’ independence from the Company. The Audit Committee may delegate, to one or more of its designated members,the authority to grant such pre-approvals. The decision of any member to whom such authority is delegated is be presented to the full Committee at each ofits scheduled meetings.All audit services and other services provided by PricewaterhouseCoopers S.A., after the formation of our Audit Committee in October 2005 werepre-approved by the Audit Committee.Audit-Related FeesThere were no audit-related fees billed in 2015 and 2014.Tax FeesThere were no tax fees billed in 2015 and 2014.All Other FeesThere were no other fees billed in 2015 and 2014.Item 16D. Exemptions from the Listing Standards for Audit CommitteesNot applicable.Item 16E. Purchases of Equity Securities by the Issuer and Affiliated PurchasersIn February 2008, the Board of Directors approved a share repurchase program for up to $50.0 million of Navios Holdings’ common stock. As ofOctober 20, 2008, Navios Holdings concluded this share repurchase program and 6,959,290 shares were repurchased under this program, for a totalconsideration of $50.0 million. 156 Table of ContentsIn November 2008, the Board of Directors approved a share repurchase program for up to $25.0 million of Navios Holdings’ common stock. Theprogram does not require any minimum purchase or any specific number or amount of shares and may be suspended or reinstated at any time in NaviosHoldings’ discretion and without notice. Total repurchases under the program were $1.9 million.In November 2015, the Board of Directors approved a share repurchase program for up to $25.0 million of Navios Holdings’ common stock.Share repurchases were made pursuant to a program adopted under Rule 10b5-1 under the Securities Exchange Act. Repurchases were subject to restrictionsunder the terms of the Company’s credit facilities and indenture. The program did not require any minimum purchase or any specific number or amount ofshares and may be suspended or reinstated at any time in the Navios Holdings’ discretion and without notice. In particular, Navios Holdings, pursuant to theterms of its Series G and Series H, may not redeem, repurchase or otherwise acquire its common shares or preferred shares, including the Series G and Series H(other than through an offer made to all holders of Series G and Series H) unless full cumulative dividends on the Series G and Series H, when payable, havebeen paid. In total, up until February 2016, 1,147,908 common stock were repurchased under this program, for approximately $1.1 million. Since that time,this program has been suspended by the Company.Item 16F. Changes in Registrant’s Certifying AccountantNot applicable.Item 16G. Corporate GovernancePursuant to an exception for foreign private issuers, we are not required to comply with the corporate governance practices followed by U.S.companies under the NYSE listing standards. However, we have voluntarily adopted all of the NYSE required practices, except that, as permitted underMarshall Islands law, we do not need prior shareholder’s approval to adopt or re-use equity compensation plans, including our 2015 Equity Incentive Plan.Item 16H. Mine Safety disclosuresNot applicable.PART IIIItem 17. Financial StatementsSee Item 18.Item 18. Financial StatementsThe financial information required by this Item is set forth on pages F-1 to F-76 and are filed as part of this annual report.Separate consolidated financial statements and notes thereto for Navios Partners and Navios Acquisition for each of the years endedDecember 31, 2015, 2014 and 2013 are being provided as a result of Navios Partners and Navios Acquisition meeting a significance test pursuant to Rule 3-09 of Regulation S-X and, accordingly, the financial statements of Navios Partners and Navios Acquisition for the year ended December 31, 2015 are requiredto be filed as part of this Annual Report on Form 20-F. See Exhibit 15.4 for Navios Partners and Exhibit 15.5 for Navios Acquisition to this Annual Report onForm 20-F.Item 19. Exhibits 1.1 Amended and Restated Articles of Incorporation of Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 1.1 to the Registrant’sRegistration Statement on Form F-1 (File No. 333-129382)).1.2 Bylaws of Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 1.2 to the Registrant’s Registration Statement on Form F-1 (FileNo. 333-129382)). 157 Table of Contents1.3 Articles of Amendment of Articles of Incorporation of Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 99.1 to theRegistrant’s Form 6-K, filed on January 17, 2007).2.1 Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-129382)).2.2 Specimen Common Stock Certificate. (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form F-1 (FileNo. 333-129382)).2.3 Stockholders Rights Agreement, dated as of October 6, 2008, between Navios Maritime Holdings Inc. and Continental Stock Transfer andTrust Company (Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 6-K, filed on October 6, 2008).2.4 Certificate of Designations of Rights, Preferences and Privileges of Preferred Stock of Navios Maritime Holdings Inc. (Incorporated byreference to Exhibit 99.2 to the Registrant’s Form 6-K, filed on October 6, 2008).2.5 Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated byreference to Exhibit 3.1 to the Registrant’s Form 6-K, filed on July 7, 2009).2.6 Form of $20.0 million 6% Bond Due 2012 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on August 5, 2009).2.7 Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated byreference to Exhibit 3.1 to the Registrant’s Form 6-K, filed on September 22, 2009).2.8 Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated byreference to Exhibit 3.1 to the Registrant’s Form 6-K, filed on September 24, 2009).2.9 Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated byreference to Exhibit 3.1 to the Registrant’s Form 6-K, filed on February 4, 2010).2.10 Certificate of Designation, Preferences and Rights of Series E Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated byreference to Exhibit 1.1 to the Registrant’s Form 6-K, filed on November 15, 2010).2.11 Certificate of Designation, Preferences and Rights of Series F Convertible Preferred Stock of Navios Maritime Holdings Inc. (Incorporated byreference to Exhibit 1.1 to the Registrant’s Form 6-K, filed on December 22, 2010).2.12 Indenture relating to the 8 1/8% Senior Notes due 2019, dated as of January 28, 2011, among Navios Maritime Holdings Inc., NaviosMaritime Finance II (US) Inc., the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (Incorporated by referenceto Exhibit 4.1 to the Registrant’s Form 6-K, filed on February 1, 2011).2.12.1 First Supplemental Indenture relating to the 81/8% Senior Notes due 2019, dated as of June 24, 2011 (Incorporated by reference to Exhibit10.1 to the Registrant’s Form 6-K, filed on July 22, 2011).2.12.2 Second Supplemental Indenture relating to the 8 1/8% Senior Notes due 2019, dated as of December 29, 2011 (Incorporated by reference toExhibit 10.2 to the Registrant’s Form 6-K, filed on January 26, 2012).2.12.3 Third Supplemental Indenture relating to the 81/8% Senior Notes due 2019, dated April 18, 2012 (Incorporated by reference to Exhibit 10.1to the Registrant’s Form 6-K, filed on May 21, 2012). 158 Table of Contents2.12.4 Fourth Supplemental Indenture relating to the 8 1/8% Senior Notes due 2019, dated as of December 13, 2013 (Incorporated by reference toExhibit 99.5 to the Registrant’s Form 6-K, filed on December 13, 2013).2.12.5 Fifth Supplemental Indenture relating to the 81/8% Senior Notes due 2019, dated as of February 20, 2014 (Incorporated by reference toExhibit 10.4 to the Registrant’s Form 6-K, filed on March 3, 2014).2.12.6 Sixth Supplemental Indenture relating to the 8 1/8% Senior Notes due 2019, dated as of June 24, 2014 (Incorporated by reference to Exhibit10.3 to the Registrant’s Form 6-K, filed on July 23, 2014).2.12.7 Seventh Supplemental Indenture relating to the 81/8% Senior Notes due 2019, dated as of October 24, 2014 (Incorporated by reference toExhibit 10.3 to the Registrant’s Form 6-K, filed on December 8, 2014).2.12.8 Eighth Supplemental Indenture relating to the 81/8% Senior Notes due 2019, dated as of December 22, 2015 (Incorporated by reference toExhibit 10.4 to the Registrant’s Form 6-K, filed on February 25, 2016).2.13 Registration Rights Agreement, dated as of July 10, 2012, among Navios Maritime Holdings Inc., Navios Maritime Finance (US) Inc. andMorgan Stanley & Co. LLC, J.P. Morgan Securities LLC, S. Goldman Capital LLC, Commerz Markets LLC, DVB Capital Markets LLC, DNBMarkets, Inc. and ABN AMRO Securities (USA) LLC (Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 6-K, filed on July 18,2012).2.14 Indenture relating to the 7.375% First Priority Ship Mortgage Notes due 2022, dated as of November 29, 2013, among Navios MaritimeHoldings Inc., Navios Logistics Finance II (US) Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee andcollateral trustee (Incorporated by reference to Exhibit 99.2 to the Registrant’s Form 6-K, filed on December 13, 2013).2.14.1 First Supplemental Indenture relating to the 7.375% First Priority Ship Mortgage Notes due 2022, dated as of February 20, 2014(Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 6-K, filed on March 3, 2014).2.14.2 Second Supplemental Indenture relating to the 7.375% First Priority Ship Mortgage Notes due 2022, dated as of June 24, 2014 (Incorporatedby reference to Exhibit 10.2 to the Registrant’s Form 6-K, filed on July 23, 2014).2.14.3 Third Supplemental Indenture relating to the 7.375% First Priority Ship Mortgage Notes due 2022, dated as of October 24, 2014(Incorporated by reference to Exhibit 10.2 to the Registrant’sForm 6-K, filed on December 8, 2014).2.14.4 Fourth Supplemental Indenture relating to the 7.375% First Priority Ship Mortgage Notes due 2022, dated as of October 24, 2014(Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 6-K, filed on February 25, 2016).2.15 Deposit Agreement, dated as of January 21, 2014, by and among Navios Maritime Holdings Inc., The Bank of New York Mellon, and theholders from time to time of the American depositary receipts described therein (incorporated by reference to Exhibit 4.1 to the Registrant’sRegistration Statement on Form 8-A (File No. 001-33311), filed on January 24, 2014).2.16 Certificate of Designation of 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock of Navios Maritime Holdings Inc.(Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A (File No. 001-33311), filed on January 24,2014). 159 Table of Contents2.17 Form of American Depositary Receipt representing the American Depositary Shares (Incorporated by reference to Exhibit A to Exhibit 4.1 tothe Registrant’s Registration Statement on Form 8-A (File No. 001-33311), filed on January 24, 2014).2.18 Form of Certificate representing the 8.75% Series G Cumulative Redeemable Perpetual Preferred Stock (Incorporated by reference to Exhibit4.3 to the Registrant’s Registration Statement on Form 8-A (File No. 001-33311), filed on January 24, 2014).2.19 Certificate of Designation of 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock of Navios Maritime Holdings Inc.(Incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A (File No. 001-33311), filed on July 7, 2014).2.20 Form of Certificate representing the 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock (Incorporated by reference to Exhibit4.3 to the Registrant’s Registration Statement on Form 8-A (File No. 001-33311), filed on July 7, 2014).4.1 2006 Employee, Director and Consultant Stock Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on May 16,2007).4.2 Financial Agreement relating to a loan facility of up to $70.0 million, dated as of March 31, 2008, between Nauticler S.A. and Marfin EgnatiaBank, S.A. (Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 6-K, filed on June 13, 2008).4.3 Facility Agreement for a loan amount up to $133.0 million, dated as of June 24, 2008, by and between Shikhar Ventures S.A., SizzlingVentures Inc. and DnB NOR Bank ASA (Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 6-K, filed on July 14, 2008).4.4 Third Supplemental Agreement in relation to the Facility Agreement dated February 1, 2007 for a loan facility of up to $280.0 million and arevolving credit facility of up to $120.0 million, dated March 23, 2009, between Navios Maritime Holdings Inc., Commerzbank AG and HSHNordbank AG (Incorporated by reference to Exhibit 99.4 to the Registrant’s Form 6-K, filed on May 18, 2009).4.5 Amendment to Share Purchase Agreement, dated June 29, 2009, by and between Anemos Maritime Holdings Inc. and Navios Maritime PartnersL.P. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on July 7, 2009).4.6 Amendment to Omnibus Agreement, dated June 29, 2009, by and among Navios Maritime Holdings Inc., Navios GP L.L.C., Navios MaritimeOperating L.L.C. and Navios Maritime Partners L.P. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 6-K, filed on July 7,2009).4.7 Facility Agreement for a $240.0 million term loan facility, dated June 24, 2009, by and between Floral Marine Ltd., Nostos ShipmanagementCorp., Pandora Marine Inc., Red Rose Shipping Corp. and Commerzbank AG (Incorporated by reference to Exhibit 10.3 to the Registrant’sForm 6-K, filed on July 7, 2009).4.8 Supplemental Agreement in relation to the Facility Agreement dated December 11, 2007 for a loan facility of up to $154.0 million, datedJuly 10, 2009, among Chilali Corp., Rumer Holding Ltd. and Credit Agricole Corporate and Investment Bank (formerly Emporiki Bank ofGreece S.A.) (Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 6-K, filed on August 5, 2009).4.9 Second Supplemental Agreement in relation to the Facility Agreement dated December 11, 2007 for a loan facility of up to $130.0 million,dated August 28, 2009, between Chilali Corp, Rumer Holding Ltd. and Credit Agricole Corporate and Investment Bank (formerly EmporikiBank of Greece S.A.) (Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 6-K, filed on October 8, 2009). 160 Table of Contents4.10 Facility Agreement in respect of a loan of up to $75.0 million, dated August 28, 2009, between Kohylia Shipmanagement S.A., Ducale MarineInc. and Credit Agricole Corporate and Investment Bank (formerly Emporiki Bank of Greece S.A.) (Incorporated by reference to Exhibit 99.5 tothe Registrant’s Form 6-K, filed on October 8, 2009).4.11 Loan Agreement relating to a revolving credit facility of up to $110.0 million, dated October 23, 2009, between Navios Shipmanagement Inc.and Marfin Egnatia Bank S.A. (Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 6-K, filed on November 10, 2009).4.12 Facility Agreement for a $150.0 million term loan facility, dated as of April 7, 2010, by and between Amorgos Shipping Corporation, AndrosShipping Corporation, Antiparos Shipping Corporation, Ikaria Shipping Corporation, Kos Shipping Corporation, Mytilene ShippingCorporation, Deutsche Schiffsbank AG, Alpha Bank AE and Credit Agricole Corporate and Investment Bank (Incorporated by reference toExhibit 10.1 to the Registrant’s Form 6-K, filed on April 8, 2010).4.13 Facility Agreement for a $75.0 million term loan facility, dated as of April 8, 2010, by and between Sifnos Corporation, Skiathos ShippingCorporation, Syros Shipping Corporation, Fortis Bank and DVB Bank SE (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 6-K, filed on April 8, 2010).4.14 Fourth Supplemental Facility Agreement in relation to a term loan of $280.0 million and a reducing revolving credit facility of up to $120.0million, dated as of January 8, 2010, by and between Navios Maritime Holdings Inc., Commerzbank AG and HSH Nordbank AG (Incorporatedby reference to Exhibit 10.2 to the Registrant’s Form 6-K, filed on May 18, 2010).4.15 Fifth Supplemental Agreement in relation to a Facility Agreement dated February 1, 2007 (as amended) for a term loan facility of up to $280.0million and a reducing revolving credit facility of up to $120.0 million, dated as of April 28, 2010, by and between Navios Maritime HoldingsInc., Commerzbank AG and HSH Nordbank AG (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on May 18,2010).4.16 Facility Agreement for a $40.0 million term loan facility, dated as of August 20, 2010, by and between Faith Marine Ltd. and DnB NOR BankASA (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on September 1, 2010).4.17 Loan Agreement for a loan up to$40.0 million, dated as of September 7, 2010, by and between Navios Maritime Acquisition Corporation andNavios Maritime Holdings Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on October 14, 2010).4.18 Facility Agreement in respect of a loan of up to $40.0 million, dated as of September 30, 2010, between Aramis Navigation Inc. and CreditAgricole Corporate and Investment Bank (formerly Emporiki Bank of Greece S.A.) (Incorporated by reference to Exhibit 10.3 to theRegistrant’s Form 6-K, filed on October 14, 2010).4.19 Amended and Restated Loan Agreement relating to a facility of up to $120.0 million, by and between Portorosa Marine Corp., Floral MaritimeLtd., the banks and financial institutions listed therein and Dekabank Deutsche Girozentrale (Incorporated by reference to Exhibit 10.1 to theRegistrant’s Form 6-K, filed on November 15, 2010).4.20 Supplemental Agreement relating to the Facility Agreement dated as of June 24, 2009 for a term loan facility of up to $240.0 million, datedJanuary 28, 2011, between Nostos Shipmanagement Corp, Red Rose Shipping Corp. and Commerzbank AG (Incorporated by reference toExhibit 10.1 to the Registrant’s Form 6-K, filed on February 4, 2011). 161 Table of Contents4.21 Supplemental Agreement relating to the Facility Agreement dated as of September 30, 2010 for a term loan facility of up to $40.0 million,dated January 28, 2011, between Aramis Navigation Inc. and Credit Agricole Corporate and Investment Bank (formerly Emporiki Bank ofGreece S.A.) (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 6-K, filed on February 4, 2011).4.22 Supplemental Agreement relating to the Facility Agreement dated as of December 11, 2007 (as amended) for a term loan facility of up to$154.0 million, dated January 28, 2011, between Rumer Holding Ld. and Credit Agricole Corporate and Investment Bank (formerly EmporikiBank of Greece S.A.) (Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 6-K, filed on February 4, 2011).4.23 Supplemental Agreement relating to the Facility Agreement dated as of August 28, 2009 (as amended) for a term loan facility of up to $75.0million, dated January 28, 2011, between Kohylia Shipmanagement S.A., Ducale Marine Inc. and Credit Agricole Corporate and InvestmentBank (formerly Emporiki Bank of Greece S.A.) (Incorporated by reference to Exhibit 10.4 to the Registrant’s Form 6-K, filed on February 4,2011).4.24 Supplemental Agreement relating to the Amended and Restated Loan Agreement dated as of October 27, 2010 in respect of a loan facility of upto $120.0 million, dated January 28, 2011, between Portorosa Marine Corp., Floral Marine Ltd., the banks and financial institutions listedthereto and Dekabank Deutsche Girozentrale (Incorporated by reference to Exhibit 10.5 to the Registrant’s Form 6-K, filed on February 4,2011).4.25 Supplemental Agreement in relation to the Loan Agreement dated as of October 23, 2009 (as amended) for a revolving credit facility of up to$110.0 million, dated January 28, 2011, between Navios Shipmanagement Inc. and Marfin Egnatia Bank S.A. (Incorporated by reference toExhibit 10.6 to the Registrant’s Form 6-K, filed on February 4, 2011).4.26 Sixth Supplemental Agreement in relation to the Facility Agreement dated February 1, 2007 (as amended) for a term loan facility of up to$280.0 million and a reducing revolving credit facility of up to $120.0 million, dated January 28, 2011, between Navios Maritime HoldingsInc., Commerzbank AG and HSH Nordbank AG (Incorporated by reference to Exhibit 10.7 to the Registrant’s Form 6-K, filed on February 4,2011).4.27 Supplemental Agreement in relation to the Facility Agreement dated as of August 20, 2010 for a term loan facility of up to $40.0 million, datedJanuary 28, 2011, between Faith Marine Ltd. and DnB NOR Bank ASA (Incorporated by reference to Exhibit 10.8 to the Registrant’s Form 6-K,filed on February 4, 2011).4.28 Supplemental Agreement No. 2 relating to a Loan Agreement dated October 23, 2009 (as amended) in respect of a revolving credit facility ofup to $110.0 million, dated May 6, 2011, between Marfin Popular Bank Public Co Ltd, Navios Shipmanagement Inc., Navios MaritimeHoldings Inc. and Astra Maritime Corporation (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 6-K, filed on May 25, 2011).4.29 Administrative Services Agreement, dated April 12, 2011, between Navios South American Logistics Inc. and Navios Maritime Holdings Inc.(Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 6-K, filed on May 25, 2011).4.30 Letter of Amendment No. 1 to the Loan Agreement dated September 7, 2010, dated October 21, 2010, between Navios Maritime AcquisitionCorporation and Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Form 6-K, filed on May 25,2011). 162 Table of Contents4.31 Facility Agreement No. 242 in respect of a loan up to $23.0 million, dated August 19, 2011, between Solange Shipping Ltd. and CreditAgricole Corporate and Investment Bank (formerly Emporiki Bank of Greece S.A.) (Incorporated by reference to Exhibit 10.1 to theRegistrant’s Form 6-K, filed on August 25, 2011).4.32 Letter Agreement No. 2 to the Loan Agreement dated September 7, 2010, dated November 8, 2011, between Navios Maritime AcquisitionCorporation and Navios Maritime Holdings Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on November 28,2011).4.33 Facility agreement in respect of a loan of up to $23.0 million, dated December 29, 2011, between Mandora Shipping Ltd. and Credit AgricoleCorporate and Investment Bank (formerly Emporiki Bank of Greece S.A.) (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on January 26, 2012).4.34 Shareholders’ Agreement, dated as of June 17, 2010, between Navios South American Logistics Inc., Navios Corporation and GrandallInvestment S.A (Incorporated by reference to Exhibit 4.1 to Navios South American Logistics Inc.’s Registration Statement on Form F-4(Registration No. 333-179250), filed on January 31, 2012).4.35 Facility agreement for a $42.0 million term loan facility, dated March 23, 2012, by and between Astra Maritime Corporation, SerenityShipping Enterprises Inc., DVB Bank SE, Credit Agricole Corporate and Investment Bank (formerly Emporiki Bank of Greece S.A.) andNorddeutsche Landesbank Girozentrale (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on April 6, 2012).4.36 Fifth Supplemental Agreement relating to the Loan Agreement dated December 11, 2007 (as amended) for a term loan facility of up to $154.0million, dated March 28, 2012, between Rumer Holding Ltd. and Credit Agricole Corporate and Investment Bank (formerly Emporiki Bank ofGreece S.A.) (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 6-K, filed on April 6, 2012).4.37 Second Supplemental Agreement relating to the Facility Agreement dated June 24, 2009 (as amended) for a term loan facility of up to $240.0million, dated March 30, 2012, between Notros Shipmanagement Corp., Red Rose Shipping Corp. and Commerzbank AG (Incorporated byreference to Exhibit 10.3 to the Registrant’s Form 6-K, filed on April 6, 2012).4.38 Facility Agreement for a $40.0 million term loan facility, dated September 19, 2013, between Kleimar NV and DVB Bank SE (Incorporated byreference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on October 8, 2013).4.39 Facility Agreement for a $22.5 million term loan facility, dated December 20, 2013, between Iris Shipping Corporation, Jasmine ShippingCorporation and Credit Agricole Corporate and Investment Bank (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filedon March 3, 2014).4.40 Loan Agreement, dated December 13, 2013, between Navios Europe Inc., Navios Partners Europe Finance Inc., Navios Acquisition EuropeFinance Inc. and Navios Holdings Europe Finance Inc. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 6-K, filed on March3, 2014).4.41 Facility Agreement for a $65.5 million term loan facility, dated June 27, 2014, between Astra Maritime Corporation, Emery ShippingCorporation, Serenity Shipping Enterprises Inc., DVB Bank SE, Credit Agricole Corporate and Investment Bank and NorddeutscheLandesbank Girozentrale (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on July 23, 2014).4.42 Loan Agreement in respect of a loan of up to $31.0 million, dated November 6, 2014, between Lavender Shipping Corporation and AlphaBank A.E. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on December 8, 2014). 163 Table of Contents4.43 Fourth Supplemental Agreement relating to the Facility Agreement dated as of June 24, 2009 (as amended) for a term loan facility of up to$240.0 million, dated March 31, 2015 between Nostos Shipmanagement Corp, Red Rose Shipping Corp. and Commerzbank AG (Incorporatedby reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on April 14, 2015).4.44 Facility Agreement for a $41.0 million term loan facility, dated January 5, 2016, Triangle Shipping Corporation, Esmeralda ShippingCorporation, Navios Maritime Holdings Inc. and DVB Bank SE. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filedon February 25, 2016).4.45 Third Supplemental Agreement related to the Facility Agreement (as amended) dated December 20, 2013 for a $22.5 million term loan facility,dated December 30, 2015, between Iris Shipping Corporation, Jasmine Shipping Corporation and Credit Agricole Corporate and InvestmentBank (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 6-K, filed on February 25, 2016).4.46 Loan Agreement for a Revolving Loan Facility of up to $50.0 million, dated as of March 9, 2016, between Navios Maritime Holdings Inc. andNavios Maritime Acquisition Corporation (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 6-K, filed on March 9, 2016).4.47 Termination of Loan Agreement, dated as of April 14, 2016, among Navios Maritime Holdings Inc. and Navios Maritime AcquisitionCorporation.8.1 List of subsidiaries.12.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.12.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.13.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.15.1 Consent of PricewaterhouseCoopers S.A.15.2 Consent of PricewaterhouseCoopers S.A.15.3 Consent of PricewaterhouseCoopers S.A.15.4 Financial Statements of Navios Maritime Partners L.P. for the year ended December 31, 2015.15.5 Financial Statements of Navios Maritime Acquisition Corporation for the year ended December 31, 2015.101 The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, formatted ineXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at December 31, 2015 and 2014; (ii) ConsolidatedStatements of Comprehensive (Loss)/Income for each of the years ended December 31, 2015, 2014 and 2013; (iii) Consolidated Statements ofCash Flows for each of the years ended December 31, 2015, 2014 and 2013; (iv) Consolidated Statements of Changes in Equity for each of theyears ended December 31, 2015, 2014 and 2013; and (v) the Notes to Consolidated Financial Statements. 164 Table of ContentsSIGNATURENavios Maritime Holdings Inc. hereby certifies that it meets all of the requirements for filing its Annual Report on Form 20-F and that it has dulycaused and authorized the undersigned to sign this Annual Report on its behalf. Navios Maritime Holdings Inc.By: /s/ Angeliki FrangouName: Angeliki FrangouTitle: Chairman and Chief Executive OfficerDate: April 25, 2016 165 Table of ContentsINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page NAVIOS MARITIME HOLDINGS INC. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2015 AND 2014 F-3 CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME FOR EACH OF THE YEARS ENDED DECEMBER 31, 2015, 2014 AND2013 F-4 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 F-5 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR EACH OF THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 F-7 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS F-8 F-1 Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Shareholders and the Board of Directors ofNavios Maritime Holdings Inc.:In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of comprehensive (loss)/income, changes inequity and cash flows present fairly, in all material respects, the financial position of Navios Maritime Holdings Inc. and its subsidiaries (the “Company”) atDecember 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 inconformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all materialrespects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for thesefinancial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control overfinancial reporting, included in “Management’s annual report on internal control over financial reporting”, appearing in Item 15(b) of the Company’s 2015Annual Report on Form 20-F. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financialreporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financialstatements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control overfinancial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, andtesting and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such otherprocedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate./s/ PricewaterhouseCoopers S.A.Athens, GreeceApril 25, 2016 F-2 Table of ContentsNAVIOS MARITIME HOLDINGS INC.CONSOLIDATED BALANCE SHEETS(Expressed in thousands of U.S. dollars — except share data) Notes December 31,2015 December 31,2014 ASSETS Current assets Cash and cash equivalents 3, 11 $163,412 $247,556 Restricted cash 10, 11 13,480 2,564 Accounts receivable, net 4 64,813 85,581 Due from affiliate companies 15 12,669 27,196 Inventories 24,443 32,521 Prepaid expenses and other current assets 5 24,142 21,713 Total current assets 302,959 417,131 Deposits for vessels, port terminals and other fixed assets 6 73,949 45,365 Vessels, port terminals and other fixed assets, net 6 1,823,961 1,911,143 Deferred dry dock and special survey costs, net 40,216 28,630 Loan receivable from affiliate companies 11, 15 16,474 7,791 Long-term receivable from affiliate companies 11, 15 — 9,625 Investments in affiliates 8 381,746 344,453 Investments in available-for-sale securities 11, 22 5,173 6,701 Other long-term assets 3,542 7,030 Intangible assets other than goodwill 7 150,457 189,492 Goodwill 2, 18 160,336 160,336 Total non-current assets 2,655,854 2,710,566 Total assets $2,958,813 $3,127,697 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $72,605 $53,837 Accrued expenses and other liabilities 7, 9, 15 103,095 107,320 Deferred income and cash received in advance 15 13,492 12,445 Due to affiliate companies 15 17,791 — Current portion of capital lease obligations 6, 11 2,929 1,449 Current portion of long-term debt, net 10, 11 16,944 23,283 Total current liabilities 226,856 198,334 Senior and ship mortgage notes, net 10, 11 1,350,941 1,347,316 Long-term debt, net of current portion 10, 11 213,423 242,291 Capital lease obligations, net of current portion 6, 11 17,720 20,911 Unfavorable lease terms 7 7,526 22,141 Other long-term liabilities and deferred income 15 20,878 17,459 Deferred tax liability 20 10,917 12,735 Total non-current liabilities 1,621,405 1,662,853 Total liabilities 1,848,261 1,861,187 Commitments and contingencies 13 — — Stockholders’ equity Preferred Stock — $0.0001 par value, authorized 1,000,000 shares, 73,935 and 75,069 issued and outstanding as ofDecember 31, 2015 and 2014, respectively. 16 — — Common stock — $0.0001 par value, authorized 250,000,000 shares, 110,468,753 and 105,831,718 issued andoutstanding, as of December 31, 2015 and 2014, respectively. 16 11 11 Additional paid-in capital 726,791 721,465 Accumulated other comprehensive loss (445) (578)Retained earnings 262,603 432,065 Total Navios Holdings stockholders’ equity 988,960 1,152,963 Noncontrolling interest 21 121,592 113,547 Total stockholders’ equity 1,110,552 1,266,510 Total liabilities and stockholders’ equity $2,958,813 $3,127,697 See notes to consolidated financial statements. F-3 Table of ContentsNAVIOS MARITIME HOLDINGS INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME(Expressed in thousands of U.S. dollars — except share and per share data) Note Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Revenue 18 $480,820 $569,016 $512,279 Administrative fee revenue from affiliates 15 16,177 14,300 7,868 Time charter, voyage and logistics business expenses 15 (247,882) (263,304) (244,412)Direct vessel expenses 15 (128,168) (130,064) (114,074)General and administrative expenses incurred on behalf of affiliates 15 (16,177) (14,300) (7,868) General and administrative expenses (34,183) (45,590) (44,634)Depreciation and amortization 6, 7 (120,310) (104,690) (98,124)Provision for losses on accounts receivable 4 (59) (792) (630)Interest income 15 2,370 5,515 2,299 Interest expense and finance cost 17 (113,151) (113,660) (110,805)Loss on derivatives 11 — — (260)Gain on sale of assets — — 18 Loss on bond and debt extinguishment 10 — (27,281) (37,136)Other income 23 4,840 15,639 17,031 Other expense 22 (34,982) (24,520) (10,447)Loss before equity in net earnings of affiliated companies $(190,705) $(119,731) $(128,895)Equity in net earnings of affiliated companies 8, 15, 18 61,484 57,751 19,344 Loss income before taxes $(129,221) $(61,980) $(109,551)Income tax benefit/(expense) 20 3,154 (84) 4,260 Net loss $(126,067) $(62,064) $(105,291)Less: Net (income)/loss attributable to the noncontrolling interest 21 (8,045) 5,861 (3,772)Net loss attributable to Navios Holdings common stockholders $(134,112) $(56,203) $(109,063)Loss attributable to Navios Holdings common stockholders, basic 19 $(150,314) $(66,976) $(110,990)Loss attributable to Navios Holdings common stockholders, diluted 19 $(150,314) $(66,976) $(110,990)Basic net loss per share attributable to Navios Holdings common stockholders $(1.42) $(0.65) $(1.09)Weighted average number of shares, basic 19 105,896,235 103,476,614 101,854,415 Diluted net loss per share attributable to Navios Holdings common stockholders $(1.42) $(0.65) $(1.09)Weighted average number of shares, diluted 19 105,896,235 103,476,614 101,854,415 Other comprehensive income/(loss) Unrealized holding loss on investments in-available-for-sale securities 22 (1,649) (959) (10,614)Reclassification to earnings 22 1,782 11,553 — Total other comprehensive income/(loss) $133 $10,594 $(10,614)Total comprehensive loss (125,934) (51,470) (115,905)Comprehensive (income)/ loss attributable to noncontrolling interest $(8,045) $5,861 $(3,772)Total comprehensive loss attributable to Navios Holdings common stockholders $(133,979) $(45,609) $(119,677)See notes to consolidated financial statements. F-4 Table of ContentsNAVIOS MARITIME HOLDINGS INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in thousands of U.S. dollars) Note Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 OPERATING ACTIVITIES: Net loss $(126,067) $(62,064) $(105,291)Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 6, 7 120,310 104,690 98,124 Amortization and write-off of deferred financing costs 17 4,524 4,061 5,384 Amortization of deferred drydock and special survey costs 13,340 12,263 9,581 Provision for losses on accounts receivable 4 59 792 630 Unrealized loss on FFA derivatives 11 — — 69 Share based compensation 12 5,591 7,719 5,021 Gain on sale of assets — — (18)Loss on bond and debt extinguishment 10 — 4,786 12,142 Income tax (benefit)/ expense 20 (3,154) 84 (4,260)Realized holding loss on investments in-available-for-sale-securities 22 1,782 11,553 — Equity in affiliates, net of dividends received 8, 15 (30,398) (22,179) 19,781 Changes in operating assets and liabilities: Decrease/ (increase) in restricted cash 198 (168) 430 Decrease/ (increase) in accounts receivable 20,588 (107) (1,110)Decrease/ (increase) in inventories 8,079 (5,933) 4,966 Decrease/(increase) in prepaid expenses and other assets 375 6,446 (26,653)Decrease/ (increase) in due from affiliate companies 13,802 (18,263) 80,159 Increase/(decrease) in accounts payable 17,606 1,738 (12,916)Increase/(decrease) in accrued expenses and other liabilities 3,104 31,154 (12,156)Increase in due to affiliate companies 14,142 — — Increase/(decrease) in deferred income and cash received in advance 1,046 (770) (2,112)Increase/(decrease) in other long-term liabilities and deferred income 3,391 (8,509) (1,109)Increase in derivative assets and liabilities — — 1,206 Payments for drydock and special survey costs (24,840) (10,970) (12,119)Net cash provided by operating activities $43,478 $56,323 $59,749 INVESTING ACTIVITIES: Acquisition of intangible assets 7 — (10,200) (2,092)Loan to affiliate company 15 (7,327) (4,465) (2,660)Loan repayment from affiliate company 15 — — 35,000 Decrease/(increase) in long-term receivable from affiliate companies 15 10,351 (5,087) 14,908 Dividends from affiliate companies 8 18,244 14,595 10,126 Deposits for vessels, port terminals and other fixed assets 6 (26,713) (45,337) (31,398)Acquisition of investments in affiliates 8 (22,846) (2,233) (167,919)Acquisition of vessels 6 — (123,541) (85,699)Purchase of property, equipment and other fixed assets 6 (8,208) (68,620) (28,837)Net cash used in investing activities $(36,499) $(244,888) $(258,571) F-5 Table of ContentsNAVIOS MARITIME HOLDINGS INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in thousands of U.S. dollars) Note Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 FINANCING ACTIVITIES: Proceeds from long-term loans 10 $— $72,250 $51,250 Proceeds from issuance of senior and ship mortgage notes including premium, net ofdebt issuance costs 10 — 365,668 725,486 Repayment of long-term debt and payment of principal 10 (36,056) (20,761) (157,228)Repayment of senior and ship mortgage notes 10 — (290,000) (488,000)Payments of obligations under capital leases 6 (1,501) (1,399) (1,353)Debt issuance costs (50) (1,223) (905)Net proceeds from issuance of preferred stock 16 — 163,602 — (Increase)/ decrease in restricted cash (11,114) (355) 22,234 Payment for acquisition of intangible asset 7 (6,800) — — Acquisition of treasury stock 16 (252) — — Acquisition of noncontrolling interest 21 — (10,889) (750)Contribution from noncontrolling shareholders 6, 21 — 3,484 3,905 Issuance of common stock 16 — 643 551 Dividends paid (35,350) (32,730) (26,405)Net cash (used in)/ provided by financing activities $(91,123) 248,290 128,785 (Decrease)/increase in cash and cash equivalents (84,144) 59,725 (70,037)Cash and cash equivalents, beginning of year 247,556 187,831 257,868 Cash and cash equivalents, end of year $163,412 $247,556 $187,831 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest, net of capitalized interest $108,461 $92,776 $147,405 Cash paid for income taxes $139 $694 $586 Non-cash investing and financing activities Purchase of property, equipment and other fixed assets 6 $(710) $(624) $— Acquisition of intangible assets 7 $— $(6,800) $— Deposits for vessels, port terminals and other fixed assets 6 $1,871 — — Debt issuance costs $— $(225) $— Revaluation of vessels due to restructuring of capital lease obligations 6 $210 $— $— Decrease in capital lease obligations due to restructuring $(210) $— $— Dividends payable $3,081 $3,081 $— Investments in available-for-sale securities 22 $— $— $17,715 Accrued interest on loan receivable from affiliate company 15 $1,356 $645 $— See notes to consolidated financial statements. F-6 Table of ContentsNAVIOS MARITIME HOLDINGS INC.CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(Expressed in thousands of U.S. dollars — except share data) Number ofPreferredShares PreferredStock Number ofCommonShares CommonStock AdditionalPaid-inCapital RetainedEarnings AccumulatedOtherComprehensiveIncome/(Loss) TotalNavios Holdings’Stockholders’Equity NoncontrollingInterest TotalStockholders‘Equity Balance December 31,2012 8,479 $— 103,255,409 $10 $547,377 $659,547 $(558) $1,206,376 $116,663 $1,323,039 Net (loss)/income — — — — — (109,063) — (109,063) 3,772 (105,291) Total othercomprehensive loss — — — — — — (10,614) (10,614) — (10,614)Navios Logisticsacquisition ofnoncontrolling interest(Note 21) — — — — (50) — — (50) (700) (750) Contribution fromnoncontrollingshareholders (Note 6and 21) — — — — — — — — 3,905 3,905 Stock-basedcompensation expenses(Note 16) — — 1,031,456 — 5,451 — — 5,451 — 5,451 Cancellation of shares(Note 16) — — (25,836) — — — — — — — Dividends declared/ paid — — — — — (26,405) — (26,405) — (26,405)Balance December 31,2013 8,479 $— 104,261,029 $10 $552,778 $524,079 $(11,172) $1,065,695 $123,640 $1,189,335 Net loss — — — — — (56,203) — (56,203) (5,861) (62,064) Total othercomprehensive income — — — — — — 10,594 10,594 — 10,594 Issuance of preferredstock, net of expenses(Note 16) 68,000 — — — 163,602 — — 163,602 — 163,602 Conversion of preferredstock to common stock(Note 16) (1,410) — 1,410,000 1 — — — 1 — 1 Contribution fromnoncotrollingshareholders (Note 6and 21) — — — — — — — — 3,484 3,484 Acquisition ofnoncontrolling interest(Note 21) — — — — (3,173) — — (3,173) (7,716) (10,889) Stock-basedcompensation expenses(Note 16) — — 184,937 — 8,258 — — 8,258 — 8,258 Cancellation of shares(Note 16) — — (24,248) — — — — — — — Dividends declared/ paid — — — — — (35,811) — (35,811) — (35,811) Balance December 31,2014 75,069 $— 105,831,718 $11 $721,465 $432,065 $(578) $1,152,963 $113,547 $1,266,510 Net loss — — — — — (134,112) — (134,112) 8,045 (126,067) Total othercomprehensive income — — — — — — 133 133 — 133 Conversion of preferredstock to common stock(Note 16) (1,134) — 1,134,000 — — — — — — — Stock-basedcompensation expenses(Note 16) — — 3,711,678 — 5,578 — — 5,578 — 5,578 Cancellation of shares(Note 16) — — (9,319) — — — — — — — Acquisition of treasurystock (Note 16) — — (199,324) — (252) — — (252) — (252) Dividends declared/ paid — — — — — (35,350) — (35,350) — (35,350) Balance December 31,2015 73,935 $ — 110,468,753 $11 $726,791 $262,603 $(445) $988,960 $121,592 $1,110,552 See notes to consolidated financial statements. F-7 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data)NOTE 1: DESCRIPTION OF BUSINESSNavios Maritime Holdings Inc. (“Navios Holdings” or the “Company”) (NYSE:NM) is a global, vertically integrated seaborne shipping andlogistics company focused on the transport and transshipment of dry bulk commodities, including iron ore, coal and grain.Navios LogisticsNavios South American Logistics Inc. (“Navios Logistics”), a consolidated subsidiary of the Company, is one of the largest logistics companiesin the Hidrovia region of South America, focusing on the Hidrovia river system, the main navigable river system in the region, and on cabotage trades alongthe eastern coast of South America. Navios Logistics is focused on providing its customers integrated transportation, storage and related services through itsport 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 SouthAmerican industries, including mineral and grain commodity providers as well as users of refined petroleum products. As of December 31, 2015, NaviosHoldings owns 63.8% of Navios Logistics.Navios PartnersNavios Maritime Partners L.P. (“Navios Partners”) (NYSE:NMM) is an international owner and operator of dry cargo vessels and is engaged inseaborne transportation services of a wide range of dry cargo commodities including iron ore, coal, grain, fertilizer and also containers, chartering its vesselsunder medium to long-term charters.As of December 31, 2015, Navios Holdings owned a 20.1% interest in Navios Partners, including a 2.0% general partner interest.Navios AcquisitionNavios Maritime Acquisition Corporation (“Navios Acquisition”) (NYSE: NNA), an affiliate of the Company, is an owner and operator of tankervessels focusing in the transportation of petroleum products (clean and dirty) and bulk liquid chemicals.As of December 31, 2015, Navios Holdings’ ownership of the outstanding voting stock of Navios Acquisition was 43.6% and its economicinterest was 46.6%.Navios MidstreamNavios Maritime Midstream Partners L.P. (“Navios Midstream”) (NYSE: NAP) is a publicly traded master limited partnership which owns andoperates crude oil tankers under long-term employment contracts.As of December 31, 2015, Navios Holdings owned no direct equity interest in Navios Midstream.Navios Europe IOn October 9, 2013, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe Inc. (“Navios Europe I”) and hadeconomic interest of 47.5%, 47.5% and 5.0%, respectively. Navios Europe I is engaged in the marine transportation industry through the ownership of fivetanker and five container vessels. Effective November 2014, Navios Holdings, Navios Acquisition and Navios Partners have voting interest of 50%, 50% and0%, respectively. F-8 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Navios Europe IIOn February 18, 2015, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe (II) Inc. (“Navios Europe II”) andhad economic interests of 47.5%, 47.5% and 5.0%, respectively and voting interests of 50%, 50% and 0%, respectively. Navios Europe II is engaged in themarine transportation industry through the ownership of seven dry bulkers and seven container vessels.NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a)Basis of presentation: The accompanying consolidated financial statements are prepared in accordance with accounting principles generally acceptedin the United States of America (U.S. GAAP).Change in Accounting PrincipleThe Company historically presented deferred debt issuance costs, or fees related to directly issuing debt, as long-term assets on the consolidatedbalance sheets. During the first quarter of 2015, the Company adopted the guidance codified in ASU 2015-03 “Interest - Imputation of Interest(Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). The guidance simplifies the presentation of debt issuancecosts by requiring debt issuance costs to be presented as a deduction from the corresponding liability, consistent with debt discounts. The recognitionand measurement guidance for debt issuance costs is not affected. Therefore, these costs will continue to be amortized as interest expense using theeffective interest method pursuant to ASC 835-30-35-2 through 35-3. The Company elected to adopt early the requirements of ASU 2015-03 effectivebeginning the first quarter of 2015 and applied this guidance retrospectively to all prior periods presented in the Company’s financial statements.The reclassification does not impact net income as previously reported or any prior amounts reported on the statements of comprehensive income, orthe consolidated statements of cash flows. The effect of the retrospective application of this change in accounting principle on the Company’sconsolidated balance sheets as of December 31, 2014 resulted in a reduction of Total non-current assets and Total assets in the amount of $31,692, witha corresponding decrease of $30,789 in Long-term debt, net and Total non-current liabilities and a decrease of $903 in Current portion of long-termdebt, net and Total current liabilities. (b)Principles of consolidation: The accompanying consolidated financial statements include the accounts of Navios Holdings, a Marshall Islandscorporation, and both its majority and wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in theconsolidated statements.The Company also consolidates entities that are determined to be variable interest entities (“VIE”) as defined in the accounting guidance, if theCompany determines that it is the primary beneficiary. A VIE is defined as a legal entity where either (i) equity interest holders as a group lack thecharacteristics of a controlling financial interest, including decision making ability and an interest in the entity’s residual risks and rewards, or (ii) theequity interest holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinatedfinancial support, or (iii) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, theirrights to receive the expected residual returns of the entity, or both and substantially all of the entity’s activities either involve or are conducted onbehalf of an investor that has disproportionately few voting rights.Subsidiaries: Subsidiaries are those entities in which the Company has an interest of more than one half of the voting rights or otherwise has power togovern the financial and operating policies of the entity. The acquisition method of accounting is used to account for the acquisition of subsidiaries.The cost of an F-9 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) 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 costof acquisition over the fair value of the net assets acquired and liabilities assumed is recorded as goodwill. All subsidiaries included in theconsolidated financial statements are 100% owned, except for Navios Logistics, which is 63.8% owned by Navios Holdings and Navios Asia LLC(“Navios Asia”) and its wholly-owned subsidiaries, which were 51.0% owned by Navios Holdings, until May 2014, when Navios Holdings became thesole shareholder.Investments in Affiliates: Affiliates are entities over which the Company generally has between 20% and 50% of the voting rights, or over which theCompany has significant influence, but it does not exercise control. Investments in these entities are accounted for under the equity method ofaccounting. Under this method, the Company records an investment in the stock of an affiliate at cost, and adjusts the carrying amount for its share ofthe earnings or losses of the affiliate subsequent to the date of investment and reports the recognized earnings or losses in income. Dividends receivedfrom an affiliate reduce the carrying amount of the investment. The Company recognizes gains and losses in earnings for the issuance of shares by itsaffiliates, provided that the issuance of shares qualifies as a sale of shares. When the Company’s share of losses in an affiliate equals or exceeds itsinterest in the affiliate, the Company does not recognize further losses, unless the Company has incurred obligations or made payments on behalf of theaffiliate.Affiliates included in the financial statements accounted for under the equity methodIn the consolidated financial statements of Navios Holdings, the following entities are included as affiliates and are accounted for under the equitymethod for such periods: (i) Navios Partners and its subsidiaries (ownership interest as of December 31, 2015 was 20.1%, which includes a 2.0% generalpartner interest); (ii) Navios Acquisition and its subsidiaries (economic interest as of December 31, 2015 was 46.6%); (iii) Acropolis Chartering andShipping Inc. (“Acropolis”) (economic interest as of December 31, 2015 was 35.0%), (iv) Navios Europe I and its subsidiaries (economic interest as ofDecember 31, 2015 was 47.5%); and (v) Navios Europe II and its subsidiaries (economic interest as of December 31, 2015 was 47.5%).Subsidiaries Included in the Consolidation: Statement of Operations Company Name Nature OwnershipInterest Country ofIncorporation 2015 2014 2013 Navios Maritime Holdings Inc. Holding Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Navios Corporation Sub-Holding Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Navios International Inc. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Navimax Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Navios Handybulk Inc. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Hestia Shipping Ltd. Operating Company 100% Malta 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Anemos Maritime Holdings Inc. Sub-Holding Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Navios Shipmanagement Inc. Management Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 NAV Holdings Limited Sub-Holding Company 100% Malta 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Kleimar N.V. Operating Company/ Vessel OwningCompany/ Management Company 100% Belgium 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Kleimar Ltd. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Bulkinvest S.A. Operating Company 100% Luxembourg 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 F-10 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Statement of Operations Company Name Nature OwnershipInterest Country ofIncorporation 2015 2014 2013 Primavera Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Ginger Services Co. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Aquis Marine Corp. Sub-Holding Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Navios Tankers Management Inc. Management Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Astra Maritime Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Achilles Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Apollon Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Herakles Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Hios Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Ionian Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Kypros Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Meridian Shipping Enterprises Inc. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Mercator Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Arc Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Horizon Shipping Enterprises Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Magellan Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Aegean Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Star Maritime Enterprises Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Corsair Shipping Ltd. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Rowboat Marine Inc. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Beaufiks Shipping Corporation Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Nostos Shipmanagement Corp. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Portorosa Marine Corp. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Shikhar Ventures S.A. Vessel Owning Company 100% Liberia 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Sizzling Ventures Inc. Operating Company 100% Liberia 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Rheia Associates Co. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Taharqa Spirit Corp. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Rumer Holding Ltd. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Pharos Navigation S.A. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Pueblo Holdings Ltd. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Quena Shipmanagement Inc. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Aramis Navigation Inc. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 White Narcissus Marine S.A. Vessel Owning Company 100% Panama 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Navios GP L.L.C. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Red Rose Shipping Corp. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 F-11 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Statement of OperationsCompany Name Nature OwnershipInterest Country ofIncorporation 2015 2014 2013Highbird Management Inc. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Ducale Marine Inc. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Vector Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Faith Marine Ltd. Vessel Owning Company 100% Liberia 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Navios Maritime Finance (US) Inc. Operating Company 100% Delaware 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Navios Maritime Finance II (US) Inc. Operating Company 100% Delaware 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Tulsi Shipmanagement Co. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Cinthara Shipping Ltd. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Rawlin Services Company Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Mauve International S.A. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Serenity Shipping Enterprises Inc. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Mandora Shipping Ltd Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Solange Shipping Ltd. Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31Diesis Ship Management Ltd. Operating Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 5/14 - 12/31Navios Holdings Europe Finance Inc. Sub-Holding Company 100% Marshall Is. 1/1 - 12/31 1/1 - 12/31 6/4 - 12/31Navios Asia LLC Sub-Holding Company 100% Marshall Is. 1/1 - 12/31 5/19 - 12/31 — Iris Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 5/19 - 12/31 — Jasmine Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 5/19 - 12/31 — Emery Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 6/4 - 12/31 — Lavender Shipping Corporation Vessel Owning Company 100% Marshall Is. 1/1 - 12/31 11/24 - 12/31 — Esmeralda Shipping Corporation Vessel Owning Company 100% Marshall Is. — — — Triangle Shipping Corporation Vessel Owning Company 100% Marshall Is. — — — Roselite Shipping Corporation Operating Company 100% Marshall Is. 10/09 - 12/31 — — Smaltite Shipping Corporation Operating Company 100% Marshall Is. 10/09 - 12/31 — — (c)Use of Estimates: The preparation of consolidated financial statements in conformity with U.S.GAAP requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financialstatements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimatesand judgments, including those related to uncompleted voyages, future drydock dates, the carrying value of investments in affiliates, the selection ofuseful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, impairment test for goodwill, provisionsnecessary for accounts receivables and demurrages, provisions for legal disputes, pension benefits, contingencies and guarantees. Management basesits estimates and judgments on historical F-12 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for makingjudgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from thoseestimates under different assumptions and/or conditions. (d)Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand, deposits held on call with banks, and other short-term liquidinvestments with original maturities of three months or less. (e)Restricted Cash: As of December 31, 2015 and 2014, restricted cash included $1,890 and $1,974, respectively, which related to amounts held in aretention account in order to service debt and interest payments, and $11,000 and $0, respectively, which related to additional security, as required bycertain of Navios Holdings’ credit facilities. Also included in restricted cash as of December 31, 2015 and 2014 are amounts held as security in the formof letters of guarantee or letters of credit totaling $590 for both reporting periods. (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 an accrual basis and represent the claimable expenses, net of applicable deductibles, incurred throughDecember 31 of each reporting period, which are probable to be recovered from insurance companies. Any remaining costs to complete the claims areincluded in accrued liabilities. The classification of insurance claims into current and non-current assets is based on management’s expectations as totheir collection dates. (g)Inventories: Inventories, which are comprised of lubricants, bunkers (when applicable) and stock provisions on board of the vessels, as well aspetroleum products held by Navios Logistics, are valued at cost as determined on the first-in, first-out basis. (h)Vessels, Port Terminals, Tanker Vessels, Barges, Pushboats and Other Fixed Assets, net: Vessels, port terminals, tanker vessels, barges, pushboats andother fixed assets acquired as parts of business combinations are recorded at fair value on the date of acquisition, and if acquired as an asset acquisition,are recorded at cost (including transaction costs). Vessels constructed by the company would be stated at historical cost, which consists of the contractprice, capitalized interest and any material expenses incurred upon acquisition (improvements and delivery expenses). Subsequent expenditures formajor improvements and upgrades are capitalized, provided they appreciably extend the life, increase the earnings capability or improve the efficiencyor safety of the vessels. The cost and related accumulated depreciation of assets retired or sold are removed from the accounts at the time of sale orretirement and any gain or loss is included in the accompanying consolidated statements of comprehensive (loss)/income.Expenditures for routine maintenance and repairs are expensed as incurred.Depreciation is computed using the straight line method over the useful life of the vessels, port terminals, tanker vessels, barges, push boats and otherfixed assets, after considering the estimated residual value.Annual depreciation rates used, which approximate the useful life of the assets are: Vessels 25 yearsPort terminals 5 to 40 yearsTanker vessels, barges and push boats 15 to 45 yearsFurniture, fixtures and equipment 3 to 10 yearsComputer equipment and software 5 yearsLeasehold improvements shorter of lease term or 6 yearsManagement estimates the residual values of the Company’s dry bulk vessels based on a scrap value cost of steel times the weight of the ship noted inlightweight tons (“LWT”). Residual values are periodically F-13 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) reviewed and revised to recognize changes in conditions, new regulations or other reasons. Revisions of residual values affect the depreciable amountof the vessels and the depreciation expense in the period of the revision and future periods. Management estimates the residual values of theCompany’s vessels based on a scrap rate of $340 per LWT after considering current market trends for scrap rates and ten-year average historical scraprates of the residual values of the Company’s vessels.Management estimates the useful life of its vessels to be 25 years from the vessel’s original construction. However, when regulations place limitationson 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 inthe 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)Deposits for Vessels, Port Terminals and Other Fixed Assets: This represents amounts paid by the Company in accordance with the terms of thepurchase agreements for the construction of vessels, port terminals and other long-lived fixed assets. Deposits for vessels, port terminals and other fixedassets also include pre-delivery expenses. Pre-delivery expenses represent any direct costs to bring the asset to the location and condition necessary forit to be capable of operating in the manner intended by management. Interest costs incurred during the construction (until the asset is substantiallycomplete and ready for its intended use) are capitalized. Capitalized interest for the years ended December 31, 2015, 2014 and 2013 amounted to$5,154, $2,334 and $1,831, respectively. (j)Assets Held for Sale: It is the Company’s policy to dispose of vessels and other fixed assets when suitable opportunities occur and not necessarily tokeep them until the end of their useful life. The Company classifies assets and disposal groups as being held for sale when the following criteria aremet: management has committed to a plan to sell the asset (disposal group); the asset (disposal group) is available for immediate sale in its presentcondition; an active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated; thesale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale withinone year; the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actionsrequired to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long-lived assets or disposal groups classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. These assetsare not depreciated once they meet the criteria to be held for sale. No assets were classified as held for sale in any of the periods presented. (k)Impairment of Long Lived Assets: Vessels, other fixed assets and other long-lived assets held and used by Navios Holdings are reviewed periodicallyfor potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fullyrecoverable. Navios Holdings’ management evaluates the carrying amounts and periods over which long-lived assets are depreciated to determine ifevents or changes in circumstances have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives andcarrying values of long-lived assets, certain indicators of potential impairment are reviewed, such as undiscounted projected operating cash flows,vessel sales and purchases, business plans and overall market conditions.Undiscounted projected net operating cash flows are determined for each asset group and compared to the carrying value of the vessel, the unamortizedportion of deferred drydock and special survey costs related to the vessel and the related carrying value of the intangible assets with respect to the timecharter agreement attached to that vessel or the carrying value of deposits for newbuildings. Within the shipping industry, vessels are customarilybought and sold with a charter attached. The value of the charter may be favorable F-14 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) or unfavorable when comparing the charter rate to then-current market rates. The loss recognized either on impairment (or on disposition) will reflectthe excess of carrying value over fair value (selling price) for the vessel asset group.During the fourth quarter of fiscal year 2015, management concluded that events occurred and circumstances had changed, which indicated thatpotential impairment of Navios Holdings’ long-lived assets might exist. These indicators included continued deterioration in the spot market, and therelated impact of the current dry bulk sector has on management’s expectation for future revenues. As a result, an impairment assessment of long-livedassets (step one) was performed.The Company determined undiscounted projected net operating cash flows for each vessel and compared it to the vessel’s carrying value together withthe carrying value of deferred drydock and special survey costs related to the vessel and the carrying value of the related intangible assets, ifapplicable. The significant factors and assumptions used in the undiscounted projected net operating cash flow analysis included: determining theprojected net operating cash flows by considering the charter revenues from existing time charters for the fixed fleet days (the Company’s remainingcharter agreement rates) and an estimated daily time charter equivalent for the unfixed days (based on a combination of one-year average historicaltime charter rates for the first two years and 10-year average historical one-year time charter rates for the remaining period, adjusted for outliers) overthe remaining economic life of each vessel, net of brokerage and address commissions excluding days of scheduled off-hires, running cost based oncurrent year actual, assuming an annual increase of 2.0% after 2016 and a utilization rate of 98.9% based on the fleet’s historical performance.For the deposits for new building vessels, the net cash flows also included the future cash out flows to make vessels ready for use, all remainingprogress payments to shipyards and other pre-delivery expenses (e.g. capitalized interest).The assessment concluded that step two of the impairment analysis was not required and no impairment of vessels, deposits for vessel acquisitions andthe related intangible assets existed as of December 31, 2015 and 2014, as the undiscounted projected net operating cash flows exceeded the carryingvalue.In the event that impairment would occur, the fair value of the related asset would be determined and an impairment charge would be recorded tooperations calculated by comparing the asset’s carrying value to its fair value. Fair value is typically estimated primarily through the use of third-partyvaluations performed on an individual vessel basis.Although management believes the underlying assumptions supporting this assessment are reasonable, if the charter rate trends and the length of themarket downturn vary significantly from our forecasts, Navios Holdings may be exposed to material impairment 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, barges and push boats are subject to regularly scheduled drydocking and specialsurveys which are carried out every 30 and 60 months, respectively, for ocean-going vessels, and every 84 months for push boats and barges, tocoincide with the renewal of the related certificates issued by the classification societies, unless a further extension is obtained in rare cases and undercertain conditions. The costs of drydocking and special surveys are deferred and amortized over the above periods or to the next drydocking or specialsurvey date if such date has been determined. Unamortized drydocking or special survey costs of vessels, barges and push boats sold are written-off toincome in the year the vessel, barge or push boat is sold.Costs capitalized as part of the drydocking or special survey consist principally of the actual costs incurred at the yard, and expenses relating to spareparts, paints, lubricants and services incurred solely during the F-15 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) drydocking or special survey period. For each of the years ended December 31, 2015, 2014 and 2013, the amortization of deferred drydock and specialsurvey costs was $13,340, $12,263, and $9,581, respectively. (m)Deferred Financing Costs: Deferred financing costs include fees, commissions and legal expenses associated with obtaining or modifying loanfacilities. These costs are amortized over the life of the related debt using the effective interest rate method, and are included in interest expense.Amortization and write-off of deferred financing costs for each of the years ended December 31, 2015, 2014 and 2013 were $4,524, $4,061 and $5,384,respectively. See Note 17. (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 itscarrying amount, including goodwill (step one). The Company determines the fair value of the reporting unit based on a combination of the incomeapproach (i.e. discounted cash flows) and market approach (i.e. comparative market multiples) and believes that the combination of these twoapproaches is the best indicator of fair value for its individual reporting units. If the fair value of a reporting unit exceeds the carrying amount, noimpairment exists. If the carrying amount of the reporting unit exceeds the fair value, then the Company must perform the second step (step two) todetermine the implied fair value of the reporting unit’s goodwill and compare it with its carrying amount. The implied fair value of goodwill isdetermined 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 beenacquired in a business combination and the fair value of the reporting unit was the purchase price. If the carrying amount of the goodwill exceeds theimplied fair value, then goodwill impairment is recognized by writing the goodwill down to its implied fair value.As of December 31, 2015, the Company performed its impairments test for its reporting units within: the Dry Bulk Vessel Operations and the LogisticsBusiness. During the fourth quarter 2015, the overall shipping market continued to experience significant deteriorating market conditions, especiallyin the dry bulk sector with sharp declines in freight rates, charter rates and vessel values. Additionally, the Company’s market capitalization continuedto deteriorate to levels well below the carrying value of its total net assets.While step one revealed an excess of fair value over carrying value for the Dry Bulk Vessel Operations reporting unit based on the income and marketapproaches, the Company’s management considered it necessary to proceed to step two of the goodwill impairment test to determine the impairmentamount of the Dry Bulk Vessel Operations reporting unit, if any, as discussed further below.The fair value of the Dry Bulk Vessel Operations reporting unit was estimated using a combination of income and market approaches. For the incomeapproach, the expected present value of future cash flows used judgments and assumptions that management believes were appropriate in thecircumstances. The significant factors and assumptions the Company used in its discounted cash flow analysis included: EBITDA, the discount rateused to calculate the present value of future cash flows and future capital expenditures. EBITDA assumptions included revenue assumptions, generaland administrative expense growth assumptions, and direct vessel expense growth assumptions. The future cash flows were determined by consideringthe charter revenues from existing time charters for the fixed fleet days (the Company’s remaining charter agreement rates) and an estimated daily timecharter equivalent for the non-fixed days (based on a combination of one-year average historical time charter rates and the 10-year average historicalone-year time charter rates adjusted for outliers and/or an assumed hair cut), which the Company believes is an objective approach for forecastingcharter rates over an extended time period for long-lived assets. In addition, a weighted average cost of capital (“WACC”) was used to discount futureestimated cash flows to F-16 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) their present values. The WACC was based on externally observable data considering market participants’ and the Company’s cost of equity and debt,optimal capital structure and risk factors specific to the Company. The market approach estimated the fair value of the Company’s business based oncomparable publicly-traded companies in its industry. In assessing the fair value, the Company utilized the results of the valuations and considered therange of fair values determined under all methods which indicated that the fair value exceeded the carrying value of net assets.Step two of the goodwill impairment test for the Dry Bulk Vessel Operations reporting unit involved performing a hypothetical purchase priceallocation to determine the implied fair value of the Dry Bulk Vessel Operations reporting unit’s goodwill. This process required judgment in thedevelopment of assumptions that affected the determination of the fair value of the Dry Bulk Vessel Operations reporting unit’s individual assets andliabilities, including previously unrecognized intangible assets and unfavorable intangible liabilities. The fair value adjustments primarily impactedthe following assets and liabilities: vessels, investments in publicly listed affiliates, publicly traded bonds, and other intangibles. The Company’s fleetof dry bulk vessels was valued with the assistance of third-party valuations. The Company’s investments in publicly listed affiliates and publiclytraded bonds were valued using a one-month look back at publicly available market prices (i.e. a monthly mean) and intangibles were valued using theincome approach. As a result of a significant step-down in the value of the Company’s dry bulk vessels, this created headroom for implied goodwillwhen comparing the fair value of the Dry Bulk Vessel Operations reporting unit to the value of the Company’s net assets under a hypothetical purchaseprice allocation. Upon completion of step two, the implied fair value of goodwill exceeded the carrying value of the Dry Bulk Vessel Operationsreporting unit’s goodwill (totaling $56,240). Consequently, the Company did not recognize any impairment loss for the year ended December 31,2015.As of December 31, 2015, the Company performed step one of the impairment test for the Logistics Business, which is allocated goodwill of $104,096.Step one impairment test used the income method and revealed that the fair value exceeded the carrying amount of its net assets. Accordingly, no steptwo analysis was required. The future cash flows from the Logistics Business were determined principally by combining revenues from existingcontracts and estimated revenues based on the historical performance of the segment, including utilization rates and actual storage capacity. TheLogistics Business has not been affected by the same deteriorating industry and market conditions as experienced in the Dry Bulk Vessel Operationsreporting unit. In addition, the cash flows of the long-lived assets in the Logistics Business have not experienced a significant decline.No impairment loss was recognized for any of the periods presented.(ii) Intangibles Other Than Goodwill: Navios Holdings’ intangible assets and liabilities consist of favorable lease terms, unfavorable lease terms,customer relationships, trade name and port terminal operating rights. The fair value of the trade name was determined based on the “relief fromroyalty” method which values the trade name based on the estimated amount that a company would have to pay in an arm’s length transaction to usethat trade name. The asset is being amortized under the straight line method over 32 years. Navios Logistics’ trade name is being amortized under thestraight line method over 10 years.The fair value of customer relationships of Navios Logistics was determined based on the “excess earnings” method, which relies upon the future cashflow generating ability of the asset. The asset is amortized under the straight line method.Other intangibles that are being amortized, such as customer relationships and port terminal operating rights, would be considered impaired if theircarrying value could not be recovered from the future undiscounted cash flows associated with the asset. F-17 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) When intangible assets or liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value is determinedby reference to market data and the discounted amount of expected future cash flows. Where charter rates are higher than market charter rates, an assetis recorded, being the difference between the acquired charter rate and the market charter rate for an equivalent vessel. Where charter rates are less thanmarket 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 the Company to make significant assumptions and estimates ofmany variables including market charter rates, expected future charter rates, the level of utilization of the Company’s vessels and the Company’sweighted 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 amaterial impact on the Company’s financial position and results of operations.The amortizable value of favorable and unfavorable leases is amortized over the remaining life of the lease term and the amortization expense isincluded in the consolidated statements of comprehensive (loss)/income in the “Depreciation and amortization” line item.The amortizable value of favorable leases would be considered impaired if its fair market value could not be recovered from the future undiscountedcash flows associated with the asset. Vessel purchase options that have not been exercised, which are included in favorable lease terms, are notamortized and would be considered impaired if the carrying value of an option, when added to the option price of the vessel, exceeded the fair value ofthe vessel. No impairment loss was recognized for any the periods presented.Vessel purchase options that are included in favorable leases are not amortized and when the purchase option is exercised, the asset is capitalized aspart of the cost of the vessel and depreciated over the remaining useful life of the vessel and if not exercised, the intangible asset is written off. Vesselpurchase options that are included in unfavorable lease terms are not amortized and when the purchase option is exercised by the charterer and theunderlying vessel is sold, it will be recorded as part of gain/loss on sale of the assets. If the option is not exercised at the expiration date it is written-offin the consolidated statements of comprehensive (loss)/income.The weighted average amortization periods for intangibles are: Intangible assets/liabilities Years Trade name 21.0 Favorable lease terms 11.5 Unfavorable lease terms 9.3 Port terminal operating rights 32.5 Customer relationships 20.0-45.0 See also Note 7. (o)Foreign Currency Translation: The Company’s functional and reporting currency is the U.S. dollar. The Company engages in worldwide commercewith a variety of entities. Although its operations may expose it to certain levels of foreign currency risk, its transactions are predominantly U.S. dollardenominated. The Company’s subsidiaries in Uruguay, Argentina, Brazil and Paraguay transact a nominal amount of their operations in Uruguayanpesos, Argentinean pesos, Brazilian reales and Paraguayan guaranies, whereas the Company’s wholly-owned vessel subsidiaries and the vesselmanagement subsidiaries transact a nominal amount of their operations in Euros; however, all of the subsidiaries’ primary cash flows are U.S. dollardenominated. The financial statements of the foreign operations are translated using the exchange rate at the balance sheet date except for property andequipment and equity, which are translated at historical rates. Transactions in currencies other than the functional currency are translated at theexchange rate in effect at F-18 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency isconsummated and the date on which it is either settled or translated, are recognized in the statements of comprehensive (loss)/income. The foreigncurrency gains/(losses) recognized under the caption “Other income” and “Other expense”, respectively, in the consolidated statements ofcomprehensive (loss)/income for each of the years ended December 31, 2015, 2014 and 2013, were $1,646, $1,945 and $184, respectively. (p)Provisions: The Company, in the ordinary course of business, is subject to various claims, suits and complaints. Management, in consultation withinternal and external advisers, will provide for a contingent loss in the financial statements if the contingency had occurred at the date of the financialstatements and the likelihood of loss was probable and the amount can be reasonably estimated. If the Company has determined that the reasonableestimate of the loss is a range and there is no best estimate within the range, the Company will provide for the lower amount within the range. See Note13, “Commitments and Contingencies” for further discussion.The Company participates in Protection and Indemnity (P&I) insurance plans provided by mutual insurance associations known as P&I clubs. Underthe terms of these plans, participants may be required to pay additional premiums (supplementary calls) to fund operating deficits incurred by the clubs(“back calls”). Obligations for back calls are accrued annually based on information provided by the P&I clubs.Provisions for estimated losses on uncompleted voyages and vessels under time charter are provided for in the period in which such losses aredetermined. As of December 31, 2015 and 2014, the balance for provision for loss making voyages in progress was $2,157 and $1,893, respectively. (q)Segment Reporting: Operating segments, as defined, are components of an enterprise about which separate financial information is available that isevaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Based on theCompany’s methods of internal reporting and management structure, the Company currently has two reportable segments: the Dry Bulk VesselOperations segment and the Logistics Business segment. (r)Revenue and Expense Recognition:Revenue Recognition: Revenue is recorded when services are rendered, the Company has a signed charter agreement or other evidence of anarrangement, the price is fixed or determinable, and collection is reasonably assured. The Company generates revenue from transportation of cargo,time charter of vessels, port terminal operations, bareboat charters, contracts of affreightment/voyage contracts, demurrages and contracts covering dryor liquid port terminal operations.Voyage revenues for the transportation of cargo are recognized ratably over the estimated relative transit time of each voyage. A voyage is deemed tocommence when a vessel is available for loading and is deemed to end upon the completion of the discharge of the current cargo. Estimated losses onvoyages are provided for in full at the time such losses become evident. Under a voyage charter, the Company agrees to provide a vessel for thetransportation of specific goods between specific ports in return for payment of an agreed upon freight rate per ton of cargo.Revenues are recorded net of address commissions. Address commissions represent a discount provided directly to the charterers based on a fixedpercentage of the agreed upon charter rate. Since address commissions represent a discount (sales incentive) on services rendered by the Company andno identifiable benefit is received in exchange for the consideration provided to the charterer, these commissions are presented as a reduction ofrevenue. F-19 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Revenue from time chartering and bareboat chartering is earned and recognized on a daily basis as the service is delivered. Revenue from contracts ofaffreightment (“COA”)/voyage contracts relating to our barges is recognized based upon the percentage of voyage completion. A voyage is deemed tocommence upon the departure of the barge after discharge under the previous voyage and is deemed to end upon the completion of discharge under thecurrent voyage. The percentage of voyage completion is based on the days traveled as of the balance sheet date divided by the total days expected forthe 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 ofthe pushboat having the barge in tow. Revenue arising from contracts that provide our customers with continuous access to convoy capacity isrecognized 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 thevoyage charter and is recognized as it is earned.Revenues arising from contracts that provide our customers with continuous access to convoy capacity are recognized ratably over the period of thecontracts.Profit-sharing revenues are calculated at an agreed percentage of the excess of the charterer’s average daily income (calculated on a quarterly or half-yearly basis) over an agreed amount and accounted for on an accrual basis based on provisional amounts and for those contracts that provisionalaccruals cannot be made due to the nature of the profit sharing elements, these are accounted for on the actual cash settlement.Revenues from time chartering of vessels are accounted for as operating leases and are thus recognized on a straight line basis as the average revenueover the rental periods of such charter agreements as service is performed, except for loss generating time charters, in which case the loss is recognizedin the period when such loss is determined. A time charter involves placing a vessel at the charterer’s disposal for a period of time during which thecharterer uses the vessel in return for the payment of a specified daily hire rate. Short period charters for less than three months are referred to as spot-charters. Charters extending three months to a year are generally referred to as medium-term charters. All other charters are considered long-term. Undertime charters, operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel.Revenues from port terminal operations consist of an agreed flat fee per ton and cover the services performed to unload barges (or trucks), transfer theproduct into silos for temporary storage and then loading the ocean-going vessels. Revenues are recognized upon completion of loading the ocean-going vessels. Additionally, fees are charged for vessel dockage and for storage time in excess of contractually specified terms. Dockage revenues arerecognized ratably up to completion of loading. Storage fees are assessed and recognized when the product remains in the silo storage beyond thecontractually agreed time allowed. Storage fee revenue is recognized ratably over the storage period and ends when the product is loaded onto theocean-going vessel.Revenues from liquid port terminal operations consist mainly of sales of petroleum products in the Paraguayan market. Additionally, revenues consistof an agreed flat fee per cubic meter to cover the services performed to unload barges, transfer the products into the tanks for temporary storage andthen loading the trucks. Revenues are recognized upon completion of loading the trucks. Additionally, fees are charged for storage time in excess ofcontractually specified terms. Storage fee revenue is recognized ratably over the storage period and ends when the product is loaded onto the trucks.Recovery of lost revenue under credit default insurance for charterers is accounted for as gain contingency and is recognized when all contingenciesare resolved. The amount of recovery of lost revenue is recorded within the caption “Revenue” and any amount recovered in excess of the lost revenueis recorded within the caption “Other income”.Expenses related to our revenue-generating contracts are recognized as incurred. F-20 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Administrative fee revenue from affiliates: Administrative fee revenue from affiliates consists of fees earned on the provision of administrativeservices pursuant to administrative services agreements with our affiliates (Refer to Note 15). Administrative services include: bookkeeping, audit andaccounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client andinvestor relations and other general and administrative services. These revenues are recognized as the services are provided to affiliates.The general and administrative expenses incurred on behalf of affiliates are determined based on a combination of actual expenses incurred on behalfof the affiliates as well as a reasonable allocation of expenses that are not affiliate specific but incurred on behalf of all affiliates.Forward Freight Agreements (“FFAs”): Realized gains or losses from FFAs are recognized monthly concurrent with cash settlements. In addition,FFAs are “marked to market” quarterly to determine the fair values which generate unrealized gains or losses. Trading of FFAs could lead to materialfluctuations in the Company’s reported results from operations on a period to period basis.Deferred Income and Cash Received In Advance: Deferred voyage revenue primarily relates to cash received from charterers prior to it being earned.These amounts are recognized as revenue over the voyage or charter period.Time Charter, Voyage and Logistics Business Expenses: Time charter, voyage and logistics business expenses comprise all expenses related to eachparticular voyage, including time charter hire paid and voyage freight paid, bunkers, port charges, canal tolls, cargo handling, agency fees andbrokerage commissions. Also included in time charter, voyage and logistics business expenses are charterers’ liability insurances, provision for losseson time charters and voyages in progress at year-end, direct port terminal expenses and other miscellaneous expenses.Direct Vessel Expenses: Direct vessel expenses consist of all expenses relating to the operation of vessels, including crewing, repairs and maintenance,insurance, stores and lubricants and miscellaneous expenses such as communications and amortization of drydocking and special survey costs net ofrelated party management fees.Prepaid Voyage Costs: Prepaid voyage costs relate to cash paid in advance for expenses associated with voyages. These amounts are recognized asexpenses over the voyage or charter period. (s)Employee benefits:Pension and Retirement Obligations-Crew: The Company’s ship-owning subsidiaries employ the crew on board under short-term contracts (usuallyup to nine months) and, accordingly, they are not liable for any pension or post-retirement benefits.Provision for Employees’ Severance and Retirement Compensation: The employees in the Company’s office in Greece are protected by Greek laborlaw. According to the law, the Company is required to pay retirement indemnities to employees upon dismissal or upon leaving with an entitlement toa full security retirement pension. The amount of compensation is based on the number of years of service and the amount of remuneration at the dateof dismissal or retirement up to a maximum of two years’ salary. If the employees remain in the employment of the Company until normal retirementage, they are entitled to retirement compensation which is equal to 40% of the compensation amount that would be payable if they were dismissed atthat time. The number of employees that will remain with the Company until retirement age is not known. The Company considers this plan equivalentto a lump sum defined benefit pension plan and accounts for it under relevant guidance on employer’s accounting for pensions. The Company isrequired to annually value the statutory terminations indemnities liability. Management obtains a valuation F-21 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) from independent actuaries to assist in the calculation of the benefits. The Company provides, in full, for the employees’ termination indemnitiesliability. This liability amounted to $952 and $819 at December 31, 2015 and 2014, respectively.U.S. Retirement Savings Plan: The Company sponsors a 401(k) retirement savings plan, which is categorized as a defined contribution plan. The planis available to full time employees who meet the plan’s eligibility requirements. The plan permits employees to make contributions up to 15% of theirannual salary with the Company matching up to the first 6%. The Company makes monthly contributions (matching contributions) to the plan basedon amounts contributed by employees. Subsequent to making the matching contributions, the Company has no further obligations. The Company maymake an additional discretionary contribution annually if such a contribution is authorized by the Board of Directors. The plan is administered by anindependent professional firm that specializes in providing such services. See Note 12.Other Post-Retirement Obligations: The Company has a legacy pension arrangement for certain Bahamian, Uruguayan and former NaviosCorporation employees. The entitlement to these benefits is only to these former employees. The expected costs of these benefits are accrued each year,using an accounting methodology similar to that for defined benefit pension plans. These obligations are valued annually by independent actuaries.Stock-Based Compensation: In December 2015, 2014 and 2013, the Company authorized the issuance of shares of restricted common stock, restrictedstock units and stock options in accordance with the Company’s stock option plan for its employees, officers and directors. These awards of restrictedcommon stock, restricted stock units and stock options are based on service conditions only and vest over three years. In December 2014 and 2013, theCompany also authorized the issuance of shares of restricted common stock, restricted stock units and stock options for its employees, officers anddirectors that vest upon achievement of certain internal performance criteria including certain targets on operational performance and cost efficiency.See Note 12.The fair value of stock option grants is determined with reference to option pricing model and principally adjusted Black-Scholes models. The fairvalue of restricted stock and restricted stock units is determined by reference to the quoted stock price on the date of grant. Compensation expense, netof estimated forfeitures, is recognized based on a graded expense model over the vesting period. Compensation expense for the awards that vest uponachievement of the performance criteria is recognized when it is probable that the performance criteria will be met and are being accounted for asequity. (t)Financial Instruments: Financial instruments carried on the balance sheet include cash and cash equivalents, restricted cash, trade receivables andpayables, other receivables and other liabilities, long-term debt, capital leases and available-for-sale securities. The particular recognition methodsapplicable to each class of financial instrument are disclosed in the applicable significant policy description of each item, or included below asapplicable.Financial Risk Management: The Company’s activities expose it to a variety of financial risks including fluctuations in future freight rates, timecharter hire rates, fuel prices and credit and interest rates risk. Risk management is carried out under policies approved by executive management.Guidelines are established for overall risk management, as well as specific areas of operations.Credit Risk: The Company closely monitors its credit exposure to customers and counterparties for credit risk. The Company has policies in place toensure that it trades with customers and counterparties with an appropriate credit history.Interest Rate Risk: Any differential to be paid or received on an interest rate swap agreement is recognized as a component of gain/loss on derivativesover the period of the agreement. Gains and losses on early F-22 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) termination of interest rate swaps are reflected in the consolidated statements of comprehensive (loss)/income. The effective portion of changes in thefair value of interest rate swap agreements that are designated and qualify as cash flow hedges are recognized in equity.Liquidity Risk: Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding throughan adequate amount of committed credit facilities and the ability to close out market positions. The Company monitors cash balances appropriately tomeet working capital needs.Foreign Exchange Risk: Foreign currency transactions are translated into the measurement currency at rates prevailing on the dates of the relevanttransactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets andliabilities denominated in foreign currencies are recognized in the consolidated statements of comprehensive (loss)/income.Accounting for Derivative Financial Instruments and Hedging Activities: The Company may enter into dry bulk shipping FFAs as economic hedgesrelating to identifiable ship and/or cargo positions and as economic hedges of transactions the Company expects to carry out in the normal course of itsshipping business. By utilizing certain derivative instruments, including dry bulk shipping FFAs, the Company manages the financial risk associatedwith fluctuating market conditions. In entering into these contracts, the Company has assumed the risks that might arise from the possible inability ofcounterparties to perform in accordance with the terms of their contracts.The Company also trades dry bulk shipping FFAs which are cleared through LCH, the London clearing house. LCH calls for both base and margincollateral, which are funded by Navios Holdings, and which in turn substantially eliminate counterparty risk. Certain portions of these collateral fundsmay be restricted at any given time as determined by LCH.At the end of each calendar quarter, the fair value of dry bulk shipping FFAs traded over-the-counter are determined from an index published inLondon, United Kingdom and the fair value of those FFAs traded with LCH is determined from the LCH valuations.The Company records all of its derivative financial instruments and hedges as economic hedges.The Company classifies cash flows related to derivative financial instruments within cash provided by operating activities in the consolidatedstatements of cash flows. (u)(Loss)/Earnings Per Share: Basic (losses)/earnings per share are computed by dividing net (loss)/income attributable to Navios Holdings commonstockholders by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings per share reflectthe potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted. Dilution has been computedby the treasury stock method whereby all of the Company’s dilutive securities (stock options and warrants) are assumed to be exercised and theproceeds are used to repurchase common shares at the weighted average market price of the Company’s common stock during the relevant periods. Theincremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in thedenominator of the diluted earnings per share computation. Restricted stock and restricted stock units (vested and unvested) are included in thecalculation of the diluted earnings per share, based on the weighted average number of restricted stock and restricted stock units assumed to beoutstanding during the period. Convertible shares are included in the calculation of the diluted earnings per share, based on the weighted averagenumber of convertible shares assumed to be outstanding during the period. See also Note 19. (v)Income Taxes: The Company is a Marshall Islands Corporation. Pursuant to various treaties and the United States Internal Revenue Code, theCompany believes that substantially all its operations are exempt from F-23 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) income taxes in the Marshall Islands and the United States of America. The tax expense reflected in the Company’s consolidated financial statementsfor the years ended December 31, 2015, 2014 and 2013 was mainly attributable to its subsidiaries in South America, which are subject to theArgentinean and Paraguayan income tax regimes.The asset and liability method is used to account for future income taxes. Under this method, future income tax assets and liabilities are recognized forthe estimated future tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of assets andliabilities. Future income tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences areexpected 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 periodthat includes the enactment date. A deferred tax asset is recognized for temporary differences that will result in deductible amounts in future years. Avaluation 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 taxasset will not be realized. (w)Dividends: Dividends are recorded in the Company’s financial statements in the period in which they are declared. Navios Holdings paid $19,325,$25,228 and $24,710 to its common stockholders during the years ended December 31, 2015, 2014 and 2013, respectively, and $16,025, $7,502 and$1,695 to its preferred stockholders during the years ended December 31, 2015, 2014 and 2013, respectively. (x)Guarantees: A liability for the fair value of an obligation undertaken in issuing the guarantee is recognized. The recognition of fair value is notrequired for certain guarantees such as the parent’s guarantee of a subsidiary’s debt to a third party or guarantees on product warranties. For thoseguarantees excluded from the above guidance requiring the fair value recognition provision of the liability, financial statement disclosures of theirterms are made.On November 15, 2012, the Company agreed to provide Navios Partners with guarantees against counterparty default on certain existing charters (seealso Notes 15 and 23). (y)Leases: Vessel leases where Navios Holdings is regarded as the lessor are classified as either finance leases or operating leases based on an assessmentof the terms of the lease.For charters classified as finance leases the minimum lease payments are recorded as the gross investment in the lease. The difference between the grossinvestment in the lease and the sum of the present values of the two components of the gross investment is recorded as unearned income which isamortized to income over the lease term as finance lease interest income to produce a constant periodic rate of return on the net investment in the lease.For charters classified as operating leases where Navios Holdings is regarded as the lessor, refer to Note 2(r) “Revenue and Expense Recognition”.For charters classified as operating leases where Navios Holdings is regarded as the lessee, the expense is recognized on a straight line basis over therental periods of such charter agreements. The expense is included under the line item “Time charter, voyage and logistics business expenses”. (z)Treasury Stock: Treasury stock is accounted for using the cost method. Excess of the purchase price of the treasury stock acquired, plus directacquisition costs over its par value is recorded in additional paid-in capital. (aa)Trade Accounts Receivable: The amount shown as accounts receivable, trade, at each balance sheet date, includes receivables from charterers for hire,freight and demurrage billings and FFA counterparties, net of a provision for doubtful accounts. At each balance sheet date, all potentiallyuncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. F-24 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) (ab)Convertible Preferred Stock: The Company’s 2% Mandatorily Convertible Preferred Stock (“Preferred Stock”) is recorded at fair market value on thedate of issuance. The fair market value is determined using a binomial valuation model. The model which is used takes into account the credit spreadof the Company, the volatility of its stock, as well as the price of its stock at the issuance date. Each preferred share has a par value of $0.0001. Eachholder of Preferred Stock is entitled to receive an annual dividend equal to 2.0% on the nominal value of the Preferred Stock, payable quarterly, untilsuch time as the Preferred Stock converts into common stock. Five years after the issuance date, 30.0% of the then-outstanding shares of Preferred Stockshall automatically convert into shares of common stock at a conversion price equal to $10.00 per share of common stock with the remaining balanceof the then-outstanding shares of Preferred Stock being converted into shares of common stock under the same terms 10 years after their issuance date.At any time following the third anniversary from their issuance date, if the closing price of the common stock has been at least $20.00 per share, for 10consecutive business days, the remaining balance of the then-outstanding preferred shares shall automatically convert at a conversion price equal to$14.00 per share of common stock. The holders of Preferred Stock are entitled, at their option, at any time following their issuance date and prior totheir final conversion date, to convert all or any such then-outstanding preferred shares into common stock at a conversion price equal to $14.00 percommon stock (see also Note 16). (ac)Cumulative Redeemable Perpetual Preferred Stock: The Company’s 2,000,000 American Depositary Shares, Series G Cumulative RedeemablePerpetual Preferred Stock (the “Series G”) and the 4,800,000 American Depositary Shares, Series H Cumulative Redeemable Perpetual Preferred Stock(the “Series H”) are recorded at fair market value on issuance. Each of the shares represents 1/100th of a share of the Series G, with a liquidationpreference of $2,500.00 per share ($25.00 per American Depositary Share). Dividends are payable quarterly in arrears on the Series G at a rate of8.75% per annum and on the Series H at a rate of 8.625% per annum of the stated liquidation preference. At any time on or after January 28, 2019, theSeries G may be redeemed at the Company’s option and at any time on or after July 8, 2019, the Series H may be redeemed at the Company’s option(and the American Depositary Shares can be caused to be redeemed), in whole or in part, out of amounts legally available therefore, at a redemptionprice of $2,500.00 per share (equivalent to $25.00 per American Depositary Share) plus an amount equal to all accumulated and unpaid dividendsthereon to the date of redemption, whether or not declared. The Company has accounted for these shares as equity. (ad)Investment in Available-for-Sale Securities: The Company classifies its existing marketable equity securities as available-for-sale. These securities arecarried at fair value, with unrealized gains and losses excluded from earnings and reported directly in stockholders’ equity as a component of othercomprehensive (loss)/income unless an unrealized loss is considered “other-than-temporary,” in which case it is transferred to the consolidatedstatements of comprehensive (loss)/income. Management evaluates securities for other than temporary impairment (“OTTI”) on a quarterly basis.Consideration is given to (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-termprospects of the investee, and (iii) the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allowfor any anticipated recovery in fair value.Investment in Equity Securities: Navios Holdings evaluates its investments in Navios Acquisition, Navios Partners, Navios Europe I and NaviosEurope II for OTTI on a quarterly basis. Consideration is given to (i) the length of time and the extent to which the fair value has been less than thecarrying value, (ii) the financial condition and near-term prospects of Navios Partners, Navios Acquisition, Navios Europe I and Navios Europe II, and(iii) the intent and ability of the Company to retain its investment in Navios Acquisition, Navios Partners, Navios Europe I and Navios Europe II, for aperiod of time sufficient to allow for any anticipated recovery in fair value. F-25 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) (ae)Financial Instruments and Fair Value: Guidance on Fair Value Measurements provides a fair value hierarchy that prioritizes the inputs to valuationtechniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets orliabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements).A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to guidance on Fair ValueMeasurements. (af)Recent Accounting Pronouncements:In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Leases (Topic 842)”. ASU 2016-02 will apply to bothcapital (or finance) leases and operating leases. According to ASU 2016-02, lessees will be required to recognize assets and liabilities on the balancesheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016 – 02 is effective for fiscal years beginning afterDecember 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company is currently assessing the impactthat adopting this new accounting guidance will have on its consolidated financial statements and footnotes disclosures.In January 2016, FASB issued ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10)- Recognition and Measurement of Financial Assetsand Financial Liabilities”. The amendments in this ASU require an entity (i) to measure equity investments (except those accounted for under theequity method of accounting or those that result in consolidation of the investee) at fair value with changes in fair value recognized in net income;(ii) to perform a qualitative assessment to identify impairment in equity investments without readily determinable fair values; (iii) to present separatelyin other comprehensive income the fair value of a liability resulting from a change in the instrument-specific credit risk; and (iv) to present separatelyfinancial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balancesheet. The amendments also eliminate the requirement, for public business entities, to disclose the methods and significant assumptions used toestimate the fair value of financial instruments measured at amortized cost on the balance sheet and clarify that an entity should evaluate the need for avaluation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For publicbusiness entities, ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Theadoption of this new standard is not expected to have a material impact on the Company’s results of operations, financial position or cash flows.In November 2015, FASB issued ASU 2015-17, “Income Taxes (Topic 740)- Balance Sheet Classification of Deferred Taxes”, which requires thatdeferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred taxliabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU.For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periodswithin those fiscal years. The adoption of this new standard is not expected to have a material impact on the Company’s results of operations, financialposition or cash flows.In July 2015, FASB issued ASU 2015-11, “Inventory (Topic 330)- Simplifying the Measurement of Inventory”, which requires an entity to measureinventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normalprofit margin. The amendments in this ASU require an entity to measure inventory within the scope of this ASU at the lower of cost and net realizablevalue. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interimperiods within those fiscal F-26 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) years. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annualreporting period. The adoption of this new standard is not expected to have a material impact on the Company’s results of operations, financialposition or cash flows.In February 2015, FASB issued ASU 2015-02, “Consolidation (Topic 810)—Amendments to the Consolidation Analysis”, which amends the criteriafor determining which entities are considered VIEs, amends the criteria for determining if a service provider possesses a variable interest in a VIE andends the deferral granted to investment companies for application of the VIE consolidation model. The ASU is effective for interim and annual periodsbeginning after December 15, 2015. The adoption of this ASU is not expected to have a material impact on the Company’s results of operations,financial position or cash flows.In January 2015, FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items. This standard eliminates the concept ofextraordinary and unusual items from U.S. GAAP. The new standard is effective for annual and interim periods after December 15, 2015. NaviosHoldings has adopted this standard effective January 1, 2016. The adoption of the new standard is not expected to have a material impact on theCompany’s results of operations, financial position or cash flows.In August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of UncertaintiesAbout an Entity’s Ability to Continue as a Going Concern”. This standard requires management to assess an entity’s ability to continue as a goingconcern, and to provide related footnote disclosures in certain circumstances. Before this new standard, no accounting guidance existed formanagement on when and how to assess or disclose going concern uncertainties. The amendments are effective for annual periods ending afterDecember 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. We plan to adoptthis standard effective January 1, 2017. The adoption of the new standard is not expected to have a material impact on the Company’s results ofoperations, financial position or cash flows.In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, clarifying the method used to determine the timing andrequirements for revenue recognition on the statements of income. Under the new standard, an entity must identify the performance obligations in acontract, 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 uncertaintyof revenue and cash flow arising from contracts. The new accounting guidance was originally effective for interim and annual periods beginning afterDecember 15, 2016. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 for all entities by one year. Thestandard will be effective for public entities for annual reporting periods beginning after December 15, 2017 and interim periods therein. The Companyis currently reviewing the effect of ASU No. 2014-09 on its revenue recognition.NOTE 3: CASH AND CASH EQUIVALENTSCash and cash equivalents consisted of the following: December 31,2015 December 31,2014 Cash on hand and at banks $85,570 $157,975 Short-term deposits and highly liquid funds 77,842 89,581 Cash and cash equivalents $163,412 $247,556 F-27 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Short-term deposits and highly liquid funds relate to amounts held in banks for general financing purposes and represent deposits with anoriginal maturity of less than three months.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 Holdings does maintain cash deposits and equivalents in excess of government provided insurance limits.Navios Holdings reduces exposure to credit risk by dealing with a diversified group of major financial institutions.NOTE 4: ACCOUNTS RECEIVABLE, NETAccounts receivable consisted of the following: December 31,2015 December 31,2014 Accounts receivable $83,091 $104,045 Less: provision for doubtful receivables (18,278) (18,464)Accounts receivable, net $64,813 $85,581 Changes to the provisions for doubtful accounts are summarized as follows: Allowance for doubtful receivables Balance atBeginning ofPeriod Charges toCosts andExpenses AmountUtilized Balance atEnd ofPeriod Year ended December 31, 2013 $(25,936) $(630) $109 $(26,457)Year ended December 31, 2014 $(26,457) $(792) $8,785 $(18,464) Year ended December 31, 2015 $(18,464) $(59) $245 $(18,278) Concentration of credit risk with respect to accounts receivable is limited due to the Company’s large number of customers, who areinternationally dispersed and have a variety of end markets in which they sell. Due to these factors, management believes that no additional credit riskbeyond amounts provided for collection losses is inherent in the Company’s trade receivables. For the year ended December 31, 2015, one customeraccounted for 15.1% of the Company’s revenue. For the year ended December 31, 2014, one customer accounted for 11.9% of the Company’s revenue and forthe year ended December 31, 2013, none of the Company’s customers accounted for more than 10% of the Company’s revenue.NOTE 5: PREPAID EXPENSES AND OTHER CURRENT ASSETSPrepaid expenses and other current assets consisted of the following: December 31,2015 December 31,2014 Prepaid voyage and operating costs $8,700 $8,996 Claims receivable 11,078 5,186 Prepaid other taxes 3,664 5,090 Other 700 2,441 Total prepaid expenses and other current assets $24,142 $21,713 Claims receivable mainly represents claims against vessels’ insurance underwriters in respect of damages arising from accidents or other insuredrisks, as well as claims under charter contracts including F-28 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) off-hires. 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 theattendant process of settlement. Nonetheless, amounts are classified as current as they represent amounts currently due to the Company. All amounts areshown net of applicable deductibles.NOTE 6: VESSELS, PORT TERMINALS AND OTHER FIXED ASSETS, NET Vessels Cost AccumulatedDepreciation Net BookValue Balance December 31, 2012 $1,631,900 $(245,174) $1,386,726 Additions 85,699 (63,287) 22,412 Balance December 31, 2013 1,717,599 (308,461) 1,409,138 Additions 123,541 (68,333) 55,208 Balance December 31, 2014 1,841,140 (376,794) 1,464,346 Additions — (70,894) (70,894)Balance December 31, 2015 $1,841,140 $(447,688) $1,393,452 Port Terminals (Navios Logistics) Cost AccumulatedDepreciation Net BookValue Balance December 31, 2012 $78,489 $(14,251) $64,238 Additions 24,563 (2,853) 21,710 Disposals (22) 22 — Balance December 31, 2013 103,030 (17,082) 85,948 Additions 3,369 (3,385) (16) Balance December 31, 2014 106,399 (20,467) 85,932 Additions 2,287 (3,431) (1,144) Balance December 31, 2015 $108,686 $(23,898) $84,788 Tanker vessels, barges and push boats (Navios Logistics) Cost AccumulatedDepreciation Net BookValue Balance December 31, 2012 $355,625 $(77,398) $278,227 Additions 9,971 (16,384) (6,413) Transfers 3,030 — 3,030 Balance December 31, 2013 368,626 (93,782) 274,844 Additions 96,387 (17,355) 79,032 Write-off (47) — (47)Balance December 31, 2014 464,966 (111,137) 353,829 Additions 6,188 (20,007) (13,819)Restructure of capital lease (210) — (210)Balance December 31, 2015 $470,944 $(131,144) $339,800 F-29 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Other fixed assets Cost AccumulatedDepreciation Net BookValue Balance December 31, 2012 $12,893 $(4,125) $8,768 Additions 2,837 (1,048) 1,789 Transfers (3,030) — (3,030)Balance December 31, 2013 12,700 (5,173) 7,527 Additions 887 (1,378) (491) Write-off (161) 161 — Balance December 31, 2014 13,426 (6,390) 7,036 Additions 443 (1,558) (1,115) Balance December 31, 2015 $13,869 $(7,948) $5,921 Total Cost AccumulatedDepreciation Net BookValue Balance December 31, 2012 $2,078,907 $(340,948) $1,737,959 Additions 123,070 (83,572) 39,498 Write-off (22) 22 — Balance December 31, 2013 2,201,955 (424,498) 1,777,457 Additions 224,184 (90,451) 133,733 Write-off (208) 161 (47)Balance December 31, 2014 2,425,931 (514,788) 1,911,143 Additions 8,918 (95,890) (86,972)Restructure of capital lease (210) — (210)Balance December 31, 2015 $2,434,639 $(610,678) $1,823,961 Deposits for Vessels and Port Terminals AcquisitionsOn January 26, 2014, Navios Holdings entered into agreements to purchase two bulk carrier vessels, one 84,000 deadweight tons (“dwt”)Panamax vessel and one 180,600 dwt Capesize vessel, to be built in Japan. The vessels’ acquisition prices are $31,800 and $52,000, respectively, and weredelivered in January 2016. As of December 31, 2015 and 2014, Navios Holdings had paid deposits for both vessels totaling $29,695 and $22,140,respectively.On February 11, 2014, Navios Logistics entered into an agreement for the construction of three new pushboats with a purchase price of $7,552for each pushboat. As of December 31, 2015 and December 31, 2014, Navios Logistics had paid $14,770 and $6,920, respectively, for the construction of thenew pushboats, which are expected to be delivered in the second quarter of 2016.As of December 31, 2015 and December 31, 2014, Navios Logistics paid $29,484 and $16,305, respectively, for the expansion of its dry port inUruguay, which is currently an asset under construction.Capitalized interest included in deposits for vessels, port terminals and other fixed assets amounted to $5,847 and $1,851, as of December 31,2015 and December 31, 2014, respectively. F-30 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Vessel AcquisitionsOn August 26, 2013, September 10, 2013, September 17, 2013 and September 19, 2013, Navios Holdings took delivery of the Navios Galileo(2006-built 76,596 dwt), the Navios Amitie (2005-built 75,395 dwt), the Navios Taurus (2005-built 76,596 dwt) and the Northern Star (2005-built 75,395dwt). The total purchase price for the four vessels was $67,795, of which $27,795 was paid from existing cash and $40,000 was financed through a loan.On October 25, 2013, Navios Asia took delivery of the N Amalthia, a 2006-built 75,318 dwt Panamax vessel for a purchase price of $17,904, ofwhich $2,750 was paid from the Company’s cash, $3,905 from the noncontrolling shareholders’ cash and $11,250 was financed through a loan.On January 27, 2014, Navios Asia took delivery of the N Bonanza, a 2006-built 76,596 dwt Panamax vessel for a purchase price of $17,634, ofwhich $2,900 was paid from the Company’s cash, $3,484 from the noncontrolling shareholders’ cash and $11,250 was financed through a loan.On June 4, 2014, Navios Holdings took delivery of the Navios Gem, a 2014-built 181,336 dwt Capesize vessel for a purchase price of $54,368,of which $24,368 was paid in cash and $30,000 was financed through a loan.On November 24, 2014, Navios Holdings took delivery of the Navios Ray, a 2012-built 179,515 dwt Capesize vessel for a purchase price of$51,539, of which $20,539 was paid in cash and $31,000 was financed through a loan.Navios LogisticsOn June 30, 2015, Navios Logistics entered into an agreement for the restructuring of its capital leases for the Ferni H and the San San H, byextending their duration until January 2020 and April 2020, respectively, and amending the purchase price obligation to $5,325 and $5,150, respectively,payable at the end of the extended period. As of December 31, 2015, the obligations for these vessels were accounted for as capital leases and the leasepayments during each of the years ended December 31, 2015, 2014 and 2013 for both vessels were $1,501, $1,399 and $1,353, respectively.On August 22, 2014, Navios Logistics entered into an agreement for the acquisition of a second-hand bunker vessel, which was delivered to itscore fleet in September 2014. As of December 31, 2014, Navios Logistics paid $5,504, representing full purchase price and other costs, including relocationexpenses.On August 5, 2013, Navios Logistics entered into an agreement for the construction of 36 dry barges for a total purchase price of $19,080. Thesebarges were delivered in the second quarter of 2014. During the year ended December 31, 2013, Navios Logistics paid $11,632 and the respective amountwas presented under deposits for vessels, port terminals and other fixed assets in the accompanying consolidated balance sheets. On October 8, 2013, NaviosLogistics exercised the option for the construction of additional 36 dry barges based on the same terms of the initial agreement. These barges were deliveredin the third quarter of 2014. During the year ended December 31, 2014 and December 31, 2015, Navios Logistics had paid $52,672 and $800, respectively,for both sets of barges, representing the balance of the purchase price and other acquisition costs, including transportation.On June 26, 2013, NaviosLogistics acquired three pushboats for a total purchase price of $20,250. These pushboats were delivered in the first quarter of 2014. During the year endedDecember 31, 2013, Navios Logistics paid $19,766 and the respective amount was presented under deposits for vessels, port terminals and F-31 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) other fixed assets in the accompanying consolidated balance sheets. During the year ended December 31, 2014, Navios Logistics paid $3,710, representingthe balance of the purchase price and other acquisition costs, including transportation.NOTE 7: INTANGIBLE ASSETS/LIABILITIES OTHER THAN GOODWILLNet Book Value of Intangible Assets/Liabilities other than Goodwill as at December 31, 2015 AcquisitionCost AccumulatedAmortization Additions /Write off Net Book ValueDecember 31,2015 Trade name $100,420 $(37,401) $— $63,019 Port terminal operating rights(***) 53,152 (9,456) — 43,696 Customer relationships 35,490 (14,196) — 21,294 Favorable lease terms(*) 158,179 (60,037) (75,694) 22,448 Total Intangible assets 347,241 (121,090) (75,694) 150,457 Unfavorable lease terms(**) (56,419) 17,195 31,698 (7,526) Total $290,822 $(103,895) $(43,996) $142,931 Net Book Value of Intangible Assets/Liabilities other than Goodwill as at December 31, 2014 AcquisitionCost AccumulatedAmortization Additions /Write off Net Book ValueDecember 31,2014 Trade name $100,420 $(33,591) $— $66,829 Port terminal operating rights(***) 36,152 (8,450) 17,000 44,702 Customer relationships 35,490 (12,421) — 23,069 Favorable lease terms(*) 207,055 (103,287) (48,876) 54,892 Total Intangible assets 379,117 (157,749) (31,876) 189,492 Unfavorable lease terms(**) (121,028) 98,887 — (22,141) Total $258,089 $(58,862) $(31,876) $167,351 (*)As of December 31, 2015 and 2014, intangible assets associated with the favorable lease terms included an amount of $10,575 and $21,782,respectively related to purchase options for the vessels (see Note 2(n)). During the years ended December 31, 2015 and 2014, acquisition costs andaccumulated amortization of $75,694 and $48,876, respectively, of fully amortized favorable lease terms were written off, as a result of earlyredeliveries of vessels.(**)As of December 31, 2015 and 2014, the intangible liability associated with the unfavorable lease terms included an amount of $(467) and $9,405,respectively, related to purchase options held by third parties (see Note 2(n)). During the year ended December 31, 2015, $31,698 of unfavorablelease terms were written off. During the year ended December 31, 2015, acquisition cost and accumulated amortization of $64,609, of fully amortizedunfavorable lease terms were written off. These write- offs resulted from early redelivery of vessels. As of December 31, 2015 and 2014, no purchaseoptions held by third parties have been exercised.(***)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 toNavios Logistics’ existing port. During the year ended December 31, 2015, Navios Logistics paid $6,800, representing the balance of the purchaseprice. F-32 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) AmortizationExpense andWrite OffsYear EndedDecember 31,2015 AmortizationExpense andWrite OffsYear EndedDecember 31,2014 AmortizationExpense andWrite OffsYear EndedDecember 31,2013 Trade name $3,811 $3,853 $3,853 Port terminal operating rights 1,006 1,006 983 Customer relationships 1,775 1,774 1,774 Favorable lease terms 32,444 12,539 12,876 Unfavorable lease terms (14,615) (4,933) (4,933)Total $24,420 $14,239 $14,553 The remaining aggregate amortization of acquired intangibles as of December 31, 2015 was as follows: Description Within oneyear Year Two Year Three Year Four Year Five Thereafter Total Trade name $3,860 $3,853 $2,811 $2,811 $2,818 $46,866 $63,019 Favorable lease terms 5,457 3,049 641 641 641 1,444 11,873 Unfavorable lease terms (1,102) (1,102) (1,102) (1,102) (1,102) (2,483) (7,993) Port terminal operating rights 1,006 1,483 1,483 1,483 1,483 36,758 43,696 Customer relationships 1,775 1,775 1,775 1,775 1,775 12,419 21,294 Total amortization $10,996 $9,058 $5,608 $5,608 $5,615 $95,004 $131,889 NOTE 8: INVESTMENTS IN AFFILIATESNavios PartnersOn August 7, 2007, Navios Holdings formed Navios Partners under the laws of Marshall Islands. Navios GP L.L.C. (the “General Partner”), awholly owned subsidiary of Navios Holdings, was also formed on that date to act as the general partner of Navios Partners and received a 2.0% generalpartner interest.In February and September 2013, Navios Partners completed two public offerings in an aggregate amount of 10,925,000 common units. NaviosHoldings paid $3,168 in order to retain its 2.0% general partner interest. Following these offerings Navios Holdings’ interest in Navios Partners decreased.The Company determined that the issuance of shares qualified as sales of shares by the equity method investee. As a result, gains of $15,991 were recognizedin “Equity in net earnings of affiliated companies” for the year ended December 31, 2013.In February 2014, Navios Partners completed a public offering of 6,325,000 common units. Navios Holdings paid $2,233 in order to retain its2.0% general partner interest. The Company determined, under the equity method, that the issuance of shares qualified as sales of shares by the investee. As aresult, a gain of $11,230 was recognized in “Equity in net earnings of affiliated companies” for the year ended December 31, 2014.In February 2015, Navios Partners completed a public offering of 4,600,000 common units, raising gross proceeds of $60,214. In addition,Navios Partners completed a private placement of 1,120,547 common units and 22,868 general partner units to Navios Holdings raising additional grossproceeds of $14,967. F-33 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) As of December 31, 2015, Navios Holdings held a total of 15,344,310 common units and 1,695,509 general partners units, representing a 20.1%interest in Navios Partners, including the 2.0% general partner interest, and the entire investment in Navios Partners is accounted for under the equity method.As of December 31, 2015 and 2014, the unamortized difference between the carrying amount of the investment in Navios Partners and theamount of the Company’s underlying equity in net assets of Navios Partners was $32,300 and $35,745, respectively. This difference is amortized through“Equity in net earnings of affiliated companies” over the remaining life of Navios Partners tangible and intangible assets.Total equity method income and amortization of deferred gain of $15,462, $36,959 and $39,738 were recognized in “Equity in net earnings ofaffiliated companies” for the years ended December 31, 2015, 2014 and 2013, respectively.As of December 31, 2015 and 2014, the carrying amount of the investment in Navios Partners was $115,432 and $114,387, respectively.Dividends received during the year ended December 31, 2015, 2014 and 2013 were $27,993, $30,043 and $29,461, respectively.As of December 31, 2015, the market value of the investment in Navios Partners was $51,460.AcropolisNavios Holdings has a 50% interest in Acropolis, a brokerage firm for freight and shipping charters. Although Navios Holdings owns 50% ofAcropolis’ stock, Navios Holdings agreed with the other shareholder that the earnings and amounts declared by way of dividends will be allocated 35% tothe Company with the balance to the other shareholder. As of December 31, 2015 and 2014, the carrying amount of the investment was $175 and $525,respectively. Dividends received for each of the years ended December 31, 2015, 2014 and 2013 were $454, $271 and $433, respectively.Navios AcquisitionIn February, May and September 2013, Navios Acquisition completed multiple offerings, including registered direct offerings and privateplacements to Navios Holdings and certain members of the management of Navios Acquisition, Navios Partners and Navios Holdings. A total of 94,097,529shares were issued. As part of these offerings, Navios Holdings purchased in private placements an aggregate of 46,969,669 shares of Navios Acquisitioncommon stock for $160,001. The Company determined that the issuance of shares qualified as sales of shares by the equity method investee. As a result,losses of $6,171 were recognized in “Equity in net earnings of affiliated companies” for the year ended December 31, 2013.In February 2014, Navios Acquisition completed a public offering of 14,950,000 shares of its common stock. In October 2014, 699,994 NaviosAcquisition’s restricted stock awards vested. The Company determined, under the equity method, that the issuance of shares and the vesting of restrictedstock awards qualified as a sale of shares by the investee. As a result, an income of $4,675 was recognized in “Equity in net earnings of affiliated companies”for the year ended December 31, 2014.As of December 31, 2015, Navios Holdings had a 43.6% voting and a 46.6% economic interest in Navios Acquisition. F-34 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) As of December 31, 2015 and 2014, the unamortized difference between the carrying amount of the investment in Navios Acquisition and theamount of the Company’s underlying equity in net assets of Navios Acquisition was $1,480 and $1,293, respectively. This difference is amortized through“Equity in net earnings of affiliated companies” over the remaining life of Navios Acquisition tangible and intangible assets.Total equity method income of $43,299, $19,513 and losses of $20,759 were recognized in “Equity in net earnings of affiliated companies” forthe years ended December 31, 2015, 2014 and 2013, respectively.As of December 31, 2015 and 2014, the carrying amount of the investment in Navios Acquisition was $253,286 and $224,582, respectively.Dividends received for each of the years ended December 31, 2015, 2014 and 2013 were $18,244, $14,595 and $10,126, respectively.As of December 31, 2015, the market value of the investment in Navios Acquisition was $219,661.Navios Europe IOn December 18, 2013, Navios Europe I acquired ten vessels for aggregate consideration consisting of (i) cash (which was funded with theproceeds of senior loan facilities (the “Senior Loans I”) and loans aggregating to $10,000 from Navios Holdings, Navios Acquisition and Navios Partners (ineach case, in proportion to their economic interests in Navios Europe I) (collectively, the “Navios Term Loans I”) and (ii) the assumption of a juniorparticipating loan facility (the “Junior Loan I”). In addition to the Navios Term Loans I, Navios Holdings, Navios Acquisition and Navios Partners will alsomake available to Navios Europe I (in each case, in proportion to their economic interests in Navios Europe I) revolving loans up to $24,100 to fund workingcapital requirements (collectively, the “Navios Revolving Loans I”).On an ongoing basis, Navios Europe I is required to distribute cash flows (after payment of operating expenses and amounts due pursuant to theterms of the Senior Loans I) according to a defined waterfall calculation.The Navios Term Loans I will be repaid from the future sale of vessels owned by Navios Europe I and is deemed to be the initial investment byNavios Holdings. Navios Holdings evaluated its investment in Navios Europe I under ASC 810 and concluded that Navios Europe I is a VIE and that they arenot the party most closely associated with Navios Europe I and, accordingly, is not the primary beneficiary of Navios Europe I.Navios Holdings further evaluated its investment in the common stock of Navios Europe I under ASC 323 and concluded that it has the abilityto exercise significant influence over the operating and financial policies of Navios Europe I and, therefore, its investment in Navios Europe I is accountedfor under the equity method.The initial investment in Navios Europe I of $4,750 at the inception included the Company’s share of the basis difference between the fair valueand the underlying book value of the assets of Navios Europe I, which amounted to $6,763. This difference is amortized through “Equity in net earnings ofaffiliated companies” over the remaining life of Navios Europe I. As of December 31, 2015 and December 31, 2014, the unamortized basis difference ofNavios Europe I was $5,386, and $6,063, respectively.As of December 31, 2015 and 2014, the estimated maximum potential loss by Navios Holdings in Navios Europe I would have been $15,763 and$13,415, respectively, which represents the Company’s carrying F-35 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) value of its investment of $6,895 and $5,602, respectively, including accrued interest, plus the Company’s balance of the Navios Revolving Loans I of$8,868 and $7,813, respectively, including accrued interest, and does not include the undrawn portion of the Navios Revolving Loans I.Income of $1,293 and $831 was recognized in “Equity in net earnings of affiliated companies” for the years ended December 31, 2015 and 2014,respectively, whilst for the year ended December 31, 2013, Navios Europe I had minimal operations and therefore, the Company did not record any equitymethod investee income/(loss).As of December 31, 2015 and 2014, the carrying amount of the investment in Navios Europe I was $5,497 and $4,936, respectively.Navios Europe IIOn February 18, 2015, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe II. From June 8, 2015 throughDecember 31, 2015, Navios Europe II acquired 14 vessels for aggregate consideration consisting of: (i) cash consideration of $145,550 (which was fundedwith the proceeds of a $131,550 senior loan facility (the “Senior Loans II”) and loans aggregating to $14,000 from Navios Holdings, Navios Acquisition andNavios Partners (in each case, in proportion to their economic interests in Navios Europe II) (collectively, the “Navios Term Loans II”) and (ii) the assumptionof a junior participating loan facility (the “Junior Loan II”) with a face amount of $182,150 and fair value of $99,147, at the acquisition date. In addition tothe Navios Term Loans II, Navios Holdings, Navios Acquisition and Navios Partners will also make available to Navios Europe II (in each case, in proportionto their economic interests in Navios Europe II) revolving loans up to $38,500 to fund working capital requirements (collectively, the “Navios RevolvingLoans II”).On an ongoing basis, Navios Europe II is required to distribute cash flows (after payment of operating expenses, amounts due pursuant to theterms of the Senior Loans II) according to a defined waterfall calculation.The Navios Term Loans II will be repaid from the future sale of vessels owned by Navios Europe II and is deemed to be the initial investment byNavios Holdings. Navios Holdings evaluated its investment in Navios Europe II under ASC 810 and concluded that Navios Europe II is a VIE and that theyare not the party most closely associated with Navios Europe II and, accordingly, is not the primary beneficiary of Navios Europe II.Navios Holdings further evaluated its investment in the common stock of Navios Europe II under ASC 323 and concluded that it has the abilityto exercise significant influence over the operating and financial policies of Navios Europe II and, therefore, its investment in Navios Europe II is accountedfor under the equity method.The initial investment in Navios Europe II recorded under the equity method of $6,650, at the inception included the Company’s share of thebasis difference between the fair value and the underlying book value of the assets of Navios Europe II, which amounted to $9,419. This difference isamortized through “Equity in net earnings of affiliated companies” over the remaining life of Navios Europe II. As of December 31, 2015, the unamortizedbasis difference of Navios Europe II was $8,895.As of December 31, 2015, the estimated maximum potential loss by Navios Holdings in Navios Europe II would have been $15,858, includingaccrued interest, which represents the Company’s carrying value of its investment of $7,958 plus the Company’s balance of the Navios Revolving Loans II of$7,900, including accrued interest, and does not include the undrawn portion of the Navios Revolving Loans II. F-36 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Income of $1,308 was recognized in “Equity in net earnings of affiliated companies” for the year ended December 31, 2015.As of December 31, 2015, the carrying amount of the investment in Navios Europe II was $7,333.Summarized financial information of the affiliated companies is presented below: December 31, 2015 December 31, 2014 Balance Sheet NaviosPartners NaviosAcquisition Acropolis NaviosEurope I NaviosEuropeII NaviosPartners NaviosAcquisition Acropolis NaviosEurope I Cash and cash equivalents, including restrictedcash $34,539 $61,645 $668 $11,839 $17,366 $100,449 $61,162 $1,719 $12,042 Current assets 39,835 97,349 1,117 14,782 22,539 115,197 89,528 2,126 13,764 Non-current assets 1,310,456 1,676,742 73 179,023 245,154 1,223,512 1,607,486 21 190,638 Current liabilities 41,528 82,798 447 15,377 16,897 30,072 71,598 450 15,649 Long- term debt including current portion, net 598,078 1,197,583 — 96,580 129,185 575,974 1,142,002 — 107,034 Financial liabilities at fair value* — — — 68,535 23,568 — — — 68,764 Non-current liabilities 576,548 1,143,922 — 182,537 173,543 559,539 1,122,623 — 191,744 (*)representing the fair value of Junior Loan I and Junior Loan II, respectively. Year December 31, 2015 Year December 31, 2014 Year December 31, 2013 Income Statement NaviosPartners NaviosAcquisition Acropolis NaviosEurope I NaviosEurope II NaviosPartners NaviosAcquisition Acropolis NaviosEurope I NaviosPartners NaviosAcquisition Acropolis NaviosEurope I Revenue $223,676 $313,396 $1,760 $41,437 $20,767 $227,356 $264,877 $2,825 $35,119 $198,159 $202,397 $2,230 $1,152 Net income/ (loss) before non-cash change in fair value of Junior Loan I and JuniorLoan II 41,805 84,796 244 (1,347) 1,673 74,853 11,371 1,298 (5,061) 59,006 (55,690) 775 (355) Net Income/(loss) 41,805 84,796 244 (1,118) 77,252 74,853 11,371 1,298 (1,896) 59,006 (55,690) 775 (1,096) F-37 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) NOTE 9: ACCRUED EXPENSES AND OTHER LIABILITIESAccrued expenses and other liabilities as of December 31, 2015 and 2014 consisted of the following: December 31,2015 December 31,2014 Payroll $11,021 $12,175 Accrued interest 37,628 37,846 Accrued voyage expenses 3,311 10,289 Accrued running costs 22,705 23,022 Provision for losses on voyages in progress 2,157 1,893 Audit fees and related services 519 458 Accrued taxes 4,162 4,792 Professional fees 518 1,087 Dividends 3,081 3,081 Navios Partners Guarantee (Note 15) 8,752 — Other accrued expenses 9,241 5,877 Other liability — 6,800 Total accrued expenses $103,095 $107,320 F-38 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) NOTE 10: BORROWINGSBorrowings as of December 31, 2015 and 2014 consisted of the following: Navios Holdings borrowings December 31,2015 December 31,2014 Commerzbank A.G. ($240,000) $40,476 $59,216 Loan Facility Credit Agricole ($40,000) 21,291 23,702 Loan Facility Credit Agricole ($23,000) 16,117 17,479 Loan Facility Credit Agricole ($23,000) 16,550 17,950 Loan Facility DVB Bank SE ($72,000) 58,939 63,339 Loan Facility Credit Agricole ($22,500) 18,563 20,812 Loan Facility DVB Bank SE ($40,000) 32,000 35,625 Alpha Bank ($31,000) 29,200 31,000 2019 Notes 350,000 350,000 2022 Notes 650,000 650,000 Total Navios Holdings borrowings $1,233,136 $1,269,123 Navios Logistics borrowings December 31,2015 December 31,2014 2022 Logistics Senior Notes $375,000 $375,000 Other long-term loans 390 459 Total Navios Logistics borrowings $375,390 $375,459 Total December 31,2015 December 31,2014 Total borrowings $1,608,526 $1,644,582 Less: current portion, net (16,944) (23,283)Less: deferred finance costs, net (27,218) (31,692)Total long-term borrowings $1,564,364 $1,589,607 Navios Holdings loansSenior NotesOn January 28, 2011, the Company and its wholly owned subsidiary, Navios Maritime Finance II (US) Inc. (together with the Company, the“2019 Co-Issuers”) completed the sale of $350,000 of 8.125% Senior Notes due 2019 (the “2019 Notes”).The 2019 Notes are fully and unconditionally guaranteed, jointly and severally and on an unsecured senior basis, by all of the Company’ssubsidiaries, other than Navios Maritime Finance II (US) Inc., Navios Maritime Finance (US) Inc., Navios Logistics and its subsidiaries and Navios GP L.L.C.The subsidiary guarantees are “full and unconditional”, except that the indenture provides for an individual subsidiary’s guarantee to be automaticallyreleased in certain customary circumstances, such as when a subsidiary is sold or all of the assets of the subsidiary are sold, the capital stock is sold, when thesubsidiary is designated as an “unrestricted subsidiary” for purposes of the indenture, upon liquidation or dissolution of the subsidiary or upon legal orcovenant defeasance or satisfaction and discharge of the 2019 Notes. The 2019 Co-Issuers have the option to redeem the 2019 Notes in whole or in part, at afixed price of 104.063% of the principal amount, which F-39 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) price declines ratably until it reaches par in 2017, plus accrued and unpaid interest, if any. In addition, upon the occurrence of certain change of controlevents, the holders of the 2019 Notes will have the right to require the 2019 Co-Issuers to repurchase some or all of the 2019 Notes at 101% of their faceamount, plus accrued and unpaid interest to the repurchase date.The 2019 Notes contain covenants which, among other things, limit the incurrence of additional indebtedness, issuance of certain preferredstock, the payment of dividends, redemption or repurchase of capital stock or making restricted payments and investments, creation of certain liens, transferor sale of assets, entering in transactions with affiliates, merging or consolidating or selling all or substantially all of the 2019 Co-Issuers’ properties andassets and creation or designation of restricted subsidiaries. The 2019 Co-Issuers were in compliance with the covenants as of December 31, 2015.Ship Mortgage NotesIn November 2009, the Company and its wholly-owned subsidiary, Navios Maritime Finance (US) Inc. (together, the “Mortgage Notes Co-Issuers”) issued $400,000 of first priority ship mortgage notes due on November 1, 2017 at a fixed rate of 8.875% (the “2017 Notes”). In July 2012, theMortgage Notes Co-Issuers issued an additional $88,000 of the 2017 Notes at par value. On November 29, 2013, Navios Holdings completed the sale of$650,000 of its 7.375% First Priority Ship Mortgage Notes due 2022 (the “2022 Notes”). The net proceeds of the offering of the 2022 Notes have been used:(i) to repay, in full, the 2017 Notes; and (ii) to repay in full indebtedness of $123,257 relating to six vessels added as collateral under the 2022 Notes. Theremainder has been used for general corporate purposes. The effect of this transaction was the recognition of a $37,136 loss in the consolidated statement ofcomprehensive (loss)/income under “Loss on bond and debt extinguishment”, which comprises a $12,142 loss relating to the accelerated amortization ofunamortized deferred finance costs and a $24,994 loss relating to cash payments for transaction fees and expenses in connection with the 2017 Notesextinguishment.The 2022 Notes are senior obligations of Navios Holdings and Navios Maritime Finance II (US) Inc. (the “2022 Co- Issuers”) and are secured byfirst priority ship mortgages on 23 dry bulk vessels owned by certain subsidiary guarantors and certain other associated property and contract rights. The2022 Notes are unregistered and fully and unconditionally guaranteed, jointly and severally by all of the Company’s direct and indirect subsidiaries thatguarantee the 2019 Notes and Navios Maritime Finance II (US) Inc. The guarantees of the Company’s subsidiaries that own mortgaged vessels are seniorsecured guarantees and the guarantees of the Company’s subsidiaries that do not own mortgaged vessels are senior unsecured guarantees. In addition, the2022 Co-Issuers have the option to redeem the 2022 Notes in whole or in part, at any time (i) before January 15, 2017, at a redemption price equal to 100% ofthe principal amount plus a make whole price which is based on a formula calculated using a discount rate of treasury bonds plus 50 basis points, and (ii) onor after January 15, 2017, at a fixed price of 105.531%, which price declines ratably until it reaches par in 2020.Furthermore, upon occurrence of certain change of control events, the holders of the 2022 Notes may require the 2022 Co-Issuers to repurchasesome or all of the notes at 101% of their face amount. The 2022 Notes contain covenants, which among other things, limit the incurrence of additionalindebtedness, issuance of certain preferred stock, the payment of dividends, redemption or repurchase of capital stock or making restricted payments andinvestments, creation of certain liens, transfer or sale of assets, entering into certain transactions with affiliates, merging or consolidating or selling all orsubstantially all of the 2022 Co-Issuers’ properties and assets and creation or designation of restricted subsidiaries. The 2022 Co-Issuers were in compliancewith the covenants as of December 31, 2015. F-40 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Secured credit facilitiesThe majority of the Company’s senior secured credit facilities include maintenance covenants, including (i) loan-to-value ratio covenants, basedon either charter-adjusted valuations, or charter-free valuations, (ii) minimum liquidity and (iii) net total debt divided by total assets, as defined in eachsenior secured credit facility. As of December 31, 2015, the Company and its subsidiaries were in compliance with all of the covenants under each of its creditfacilities outlined below.HSH/Commerzbank Facility: In February 2007, Navios Holdings entered into a secured loan facility with HSH Nordbank and Commerzbank AG.The facility was initially composed of a $280,000 term loan facility and a $120,000 reducing revolving facility.The interest rate of the loan facility was based on a margin ranging from 115 basis points to 175 basis points depending on the specified securityvalue.On November 29, 2013, the Company repaid the loan and revolving credit facility in full using a portion of the proceeds of the 2022 Notesissued in November 2013.Credit Agricole (formerly Emporiki) Facilities: In December 2012, the Emporiki Bank of Greece’s facilities were transferred to Credit AgricoleCorporate and Investment Bank.In September 2010, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece for an amount of up to $40,000 in order topartially finance the construction of Navios Azimuth. As of December 31, 2015, the outstanding amount under the loan facility was repayable in 11 semi-annual equal installments of $1,206 with a final balloon payment of $8,030 on the last payment date. The loan bears interest at a rate of LIBOR plus 275basis points. The loan facility requires compliance with certain financial covenants. In December 2015, Navios Azimuth was added as collateral to the NaviosAsia facility. As of December 31, 2015, the outstanding amount under this facility was $21,291.In August 2009, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece for an amount of up to $75,000 to partiallyfinance the acquisition costs of two Capesize vessels. The loan bore interest at a rate of LIBOR plus 175 basis points. On November 29, 2013, the Companyrepaid the loan in full using a portion of the proceeds of the 2022 Notes.In August 2011, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece for an amount of up to $23,000 in order topartially finance the construction of one newbuilding bulk carrier. As of December 31, 2015, the facility is repayable in 13 semi-annual equal installments of$681, with a final balloon payment of $7,264 on the last payment date. The loan bears interest at a rate of LIBOR plus 275 basis points. The loan facilityrequires compliance with certain covenants. As of December 31, 2015, the outstanding amount under this facility was $16,117.In December 2011, Navios Holdings entered into a facility agreement with Emporiki Bank of Greece for an amount of up to $23,000 in order topartially finance the construction of one newbuilding bulk carrier. As of December 31, 2015, the outstanding amount under the loan facility was repayable in13 semi-annual equal installments of $700 after the drawdown date, with a final balloon payment of $7,450 on the last payment date. The loan bears interestat a rate of LIBOR plus 325 basis points. The loan facility requires compliance with certain covenants. As of December 31, 2015, the outstanding amountunder this facility was $16,550. F-41 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) On December 20, 2013, Navios Asia entered into a facility with Credit Agricole Corporate and Investment Bank for an amount of up to $22,500in two equal tranches, in order to finance the acquisition of the N Amalthia, which was delivered in October 2013, and the N Bonanza, which was delivered inJanuary 2014. The two tranches bear interest at a rate of LIBOR plus 300 basis points. Each tranche is repayable in ten equal semi-annual installments of$563, with a final balloon payment of $5,625 on the last repayment date. The loan facility requires compliance with certain financial covenants. As ofDecember 31, 2015, the outstanding amount of the loan was $18,563.DNB Facilities: In August 2010, Navios Holdings entered into a facility agreement with DNB NOR BANK ASA for an amount of up to $40,000in order to partially finance the construction of one Capesize bulk carrier. The loan bore interest at a rate of LIBOR plus 275 basis points. On November 29,2013, the Company repaid the loan in full using a portion of the proceeds of the 2022 Notes.Commerzbank Facility: In June 2009, Navios Holdings entered into a facility agreement for an amount of up to $240,000 (divided into fourtranches of $60,000) with Commerzbank AG in order to partially finance the acquisition of a Capesize vessel and the construction of three Capesize vessels.Following the delivery of two Capesize vessels, Navios Holdings cancelled two of the four tranches and in October 2010 fully repaid their outstanding loanbalances of $53,600 and $54,500, respectively. As of December 31, 2015, the third tranche of the facility is repayable in 10 quarterly installments of $882,with a final balloon payment of $9,145 on the last payment date; and the fourth tranche of the facility is repayable in 16 quarterly installments of $835, witha final balloon payment of $9,145 on the last payment date. The loan bears interest at a rate based on a margin of 225 basis points. The loan facility requirescompliance with certain covenants. As of December 31, 2015, the outstanding amount was $40,476.DVB Bank SE Facilities: On March 23, 2012, Navios Holdings entered into a facility agreement with a syndicate of banks led by DVB Bank SEfor an amount of up to $42,000 in two tranches: (i) the first tranche is for an amount of up to $26,000 in order to finance the acquisition of Navios Serenity;and (ii) the second tranche is for an amount of up to $16,000 to refinance the Navios Astra loan facility with Cyprus Popular Bank Public Co. Ltd. The twotranches bear interest at a rate of LIBOR plus 285 and 360 basis points, respectively. On June 27, 2014, Navios Holdings refinanced the existing facility,entering into a new tranche for an amount of $30,000 in order to finance the acquisition of the Navios Gem, which was delivered in June 2014. The newtranche bears interest at a rate of LIBOR plus 275 basis points. As of December 31, 2015, the first tranche is repayable in 17 quarterly installments of $362,with a final balloon payment of $14,400 on the last repayment date, the second tranche is repayable in 18 quarterly installments of $269, with a final balloonpayment of $6,354 on the last repayment date and the third tranche is repayable in 18 quarterly installments of $469, with a final balloon payment of$18,750 on the last repayment date. On January 28, 2016, Navios Holdings prepaid the installments due in 2016, amounting to $4,131. The loan facilityrequires compliance with certain financial covenants, which have been amended to exclude Navios Serenity until December 31, 2016 in the loan-to-valueratio covenants. As of December 31, 2015, the total outstanding amount was $58,939.In September 2013, Navios Holdings entered into a facility agreement with DVB Bank SE for an amount of up to $40,000 in order to finance theacquisition of four Panamax vessels, delivered in August and September 2013. The facility bears interest at a rate of LIBOR plus 325 basis points. As ofDecember 31, 2015, the facility is repayable in 12 quarterly installments of $1,000, with a final balloon payment of $20,000 payable on the last repaymentdate. The loan facility requires compliance with certain financial covenants. In December 2015, Navios Sphera and Navios Mars were added as collateral tothis facility and certain financial covenants were tested upon delivery of the two vessels. As of December 31, 2015, the outstanding amount was $32,000. F-42 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) In January 2016, Navios Holdings entered into a facility agreement with DVB Bank SE for an amount of up to $41,000, to be drawn in twotranches, to finance the acquisition of Navios Mars and Navios Sphera. The facility bears interest at a rate of LIBOR plus 255 basis points. The first tranche isrepayable in eight quarterly installments of $500 each, followed by 16 quarterly (except in respect of the last such installment) installments of $375 each, anda final balloon payment of $15,000 on the last payment day. The second tranche is repayable in eight quarterly installments of approximately $394 each,followed by 16 quarterly (except in respect of the last such installment) installments of $230 each, and a final balloon payment of $9,165 on the last paymentday. The loan facility also requires compliance with certain covenants.Alpha Bank A.E.: On November 6, 2014, Navios Holdings entered into a facility agreement with Alpha Bank A.E. for an amount of $31,000 inorder to finance part of the acquisition of a 2012-built 179,515 dwt Capesize vessel. The loan bears interest at a rate of LIBOR plus 300 basis points. As ofDecember 31, 2015, the facility is repayable in 28 quarterly installments of $450, with a final balloon payment of $16,600 on the last repayment date. OnJanuary 13, 2016, Navios Holdings prepaid the installments due in 2016, amounting to $1,800. The loan facility requires compliance with certain financialcovenants, of which the loan-to-value ratio will be tested on December 31, 2016. As of December 31, 2015, the outstanding amount was $29,200.The facilities are secured by first priority mortgages on certain of Navios Holdings’ vessels and other collateral.The credit facilities contain a number of restrictive covenants that limit Navios Holdings and/or certain of its subsidiaries from, among otherthings: incurring or guaranteeing indebtedness; entering into affiliate transactions; charging, pledging or encumbering the vessels securing such facilities;changing the flag, class, management or ownership of certain Navios Holdings’ vessels; changing the commercial and technical management of certainNavios Holdings’ vessels; selling or changing the ownership of certain Navios Holdings’ vessels; and subordinating the obligations under the credit facilitiesto any general and administrative costs relating to the vessels. The credit facilities also require the vessels to comply with the ISM Code and ISPS Code andto maintain valid safety management certificates and documents of compliance at all times. Additionally, the credit facilities require compliance with thecovenants contained in the indentures governing the 2019 Notes and the 2022 Notes. Among other events, it will be an event of default under the creditfacilities if the financial covenants are not complied with or if Angeliki Frangou and her affiliates, together, own less than 20% of the outstanding sharecapital of Navios Holdings.Navios Logistics loans2019 Logistics Senior NotesOn April 12, 2011, Navios Logistics and its wholly-owned subsidiary Navios Logistics Finance (US) Inc. (“Logistics Finance” and, together, the“Logistics Co-Issuers”) issued $200,000 in aggregate principal amount of senior notes due on April 15, 2019 at a fixed rate of 9.25% (the “Existing 2019Logistics Senior Notes”). On March 12, 2013, the Logistics Co-Issuers issued $90,000 in aggregate principal amount of 9.25% Logistics Senior Notes due2019 (the “Additional 2019 Logistics Senior Notes”, and together with the Existing 2019 Logistics Senior Notes, the “2019 Logistics Senior Notes”) at apremium, with a price of 103.750%.On May 5, 2014, the Logistics Co-Issuers completed a cash tender offer (the “Tender Offer”) and related solicitation of consents for certainproposed amendments to the indenture governing the 2019 Logistics Senior Notes, for any and all of their outstanding 2019 Logistics Senior Notes. After thepurchase by the Logistics Co-Issuers of all of the 2019 Logistics Senior Notes validly tendered and not validly withdrawn prior to F-43 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) the consent payment deadline, the Logistics Co-Issuers redeemed for cash all the 2019 Logistics Senior Notes that remained outstanding after the completionof 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 consolidated statement of comprehensive (loss)/ income under “Loss on bond and debt extinguishment”, consisting of a $7,881 lossrelating to the accelerated amortization of the unamortized deferred finance costs, a $3,095 gain relating to the accelerated amortization of unamortizedAdditional 2019 Logistics Senior Notes premium and a $22,495 loss relating to tender premium fees and expenses.2022 Logistics Senior NotesOn April 22, 2014, the Logistics Co-Issuers completed the sale of $375,000 in aggregate principal amount of senior notes due on May 1, 2022 ata fixed rate of 7.25% (the “2022 Logistics Senior Notes”). The net proceeds from the sale of 2022 Logistics Senior Notes were partially used to redeem anyand all of 2019 Logistics Senior Notes and pay related transaction fees and expenses. The 2022 Logistics Senior Notes are unregistered and fully andunconditionally guaranteed, jointly and severally, by all of Navios Logistics’ direct and indirect subsidiaries except for Horamar do Brasil Navegação Ltda(“Horamar do Brasil”), Naviera Alto Parana S.A. (“Naviera Alto Parana”), and Terra Norte S.A. (“Terra Norte”), which are deemed to be immaterial, andLogistics Finance, which is the co-issuer of the 2022 Logistics Senior Notes. The subsidiary guarantees are “full and unconditional”, except that theindenture provides for an individual subsidiary’s guarantee to be automatically released in certain customary circumstances, such as in connection with a saleor 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, ifthe subsidiary is designated as an “unrestricted subsidiary” in accordance with the indenture, upon liquidation or dissolution of the subsidiary or upon legalor covenant defeasance or satisfaction and discharge of the 2022 Logistics Senior Notes.The Logistics Co-Issuers have the option to redeem the 2022 Logistics Senior Notes in whole or in part, at their option, at any time (i) beforeMay 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 timebefore May 1, 2017, the Logistics Co-Issuers may redeem up to 35% of the aggregate principal amount of the 2022 Logistics Senior Notes with the netproceeds of an equity offering at 107.250% of the principal amount of the 2022 Logistics Senior Notes, plus accrued and unpaid interest, if any, to theredemption date so long as at least 65% of the originally issued aggregate principal amount of the 2022 Logistics Senior Notes remains outstanding aftersuch redemption. In addition, upon the occurrence of certain change of control events, the holders of the 2022 Logistics Senior Notes will have the right torequire the Logistics Co-Issuers to repurchase some or all of the 2022 Logistics Senior Notes at 101% of their face amount, plus accrued and unpaid interestto the repurchase date.The indenture governing the 2022 Logistics Senior Notes contains covenants which, among other things, limit the incurrence of additionalindebtedness, issuance of certain preferred stock, the payment of dividends in excess of 6% per annum of the net proceeds received by or contributed toNavios Logistics in or from any public offering, redemption or repurchase of capital stock or making restricted payments and investments, creation of certainliens, transfer or sale of assets, entering into transactions with affiliates, merging or consolidating or selling all or substantially all of Navios Logisticsproperties and assets and creation or designation of restricted subsidiaries.The indenture governing the 2022 Logistics Senior Notes include customary events of default, including failure to pay principal and interest onthe 2022 Logistics Senior Notes, a failure to comply with F-44 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) covenants, a failure by Navios Logistics or any significant subsidiary or any group of restricted subsidiaries that, taken together, would constitute asignificant subsidiary to pay material judgments or indebtedness and bankruptcy and insolvency events with respect to us or any significant subsidiary orany group of restricted subsidiaries that, taken together, would constitute a significant subsidiary.As of December 31, 2015, all subsidiaries, including Logistics Finance, Horamar do Brasil, Naviera Alto Parana and Terra Norte are 100% owned.Logistics Finance, Horamar do Brasil, Naviera Alto Parana and Terra Norte 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 ofthe 2022 Logistics Senior Notes to obtain funds by dividend or loan from any of their subsidiaries or (ii) the ability of any subsidiaries to transfer funds to theissuer (or co-issuer) or any guarantor subsidiaries.The Logistics Co-Issuers were in compliance with the covenants as of December 31, 2015.Other indebtednessIn connection with the acquisition of Hidronave South American Logistics S.A. (“Hidronave”) on October 29, 2009, Navios Logistics assumed a$817 loan facility that was entered into by Hidronave in 2001, in order to finance the construction of the pushboat Nazira. As of December 31, 2015, theoutstanding loan balance was $390. The loan facility bears interest at a fixed rate of 600 basis points. The loan is repayable in monthly installments of $6each and the final repayment must occur prior to August 10, 2021. The loan also requires compliance with certain covenants.During the year ended December 31, 2015, the Company paid $35,987, of which $24,117 related to installments for the year 2015, $6,870 toinstallments for the year 2016 and $5,000 to balloon payments due in 2019 and 2020.The annual weighted average interest rates of the Company’s total borrowings were 6.98%, 7.18% and 7.75% for the year ended December 31,2015, 2014 and 2013, respectively.The maturity table below reflects the principal payments for the next five years and thereafter of all borrowings of Navios Holdings (includingNavios Logistics) outstanding as of December 31, 2015, based on the repayment schedules of the respective loan facilities and the outstanding amount dueunder the debt securities. Year 2016 $17,691 2017 24,561 2018 50,186 2019 381,879 2020 60,869 2021 and thereafter 1,073,340 Total $1,608,526 F-45 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) NOTE 11: FAIR VALUE OF FINANCIAL INSTRUMENTSFair value of financial instrumentsThe 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 and money marketfunds approximate their fair value because of the short maturity of these investments.Restricted cash: The carrying amounts reported in the consolidated balance sheets for interest bearing deposits approximate their fair valuebecause of the short maturity of these investments.Borrowings: The book value has been adjusted to reflect the net presentation of deferred financing costs. The outstanding balance of thefloating rate loans continues to approximate their fair value, excluding the effect of any deferred finance costs. The 2019 Notes, the 2022 Notes, the 2022Logistics Senior Notes and the Navios Logistics loan are fixed rate borrowings and their fair value was determined based on quoted market prices.Capital leases: The capital leases are fixed rate obligations and their carrying amounts approximate their fair value.Loan receivable from affiliate companies: The carrying amount of the fixed rate loan approximates its fair value.Long-term receivable from affiliate companies: The carrying amount of the floating rate receivable approximates its fair value.Investments in available-for-sale securities: The carrying amount of the investments in available-for-sale securities reported in the consolidatedbalance sheets represents unrealized gains and losses on these securities, which are reflected directly in equity unless an unrealized loss is considered “other-than-temporary”, in which case it is transferred to the consolidated statements of comprehensive income/(loss).The estimated fair values of the Company’s financial instruments were as follows: December 31, 2015 December 31, 2014 Book Value Fair Value Book Value Fair Value Cash and cash equivalents $163,412 $163,412 $247,556 $247,556 Restricted cash $13,480 $13,480 $2,564 $2,564 Investments in available-for-sale-securities $5,173 $5,173 $6,701 $6,701 Loan receivable from affiliate companies $16,474 $16,474 $7,791 $7,791 Long-term receivable from affiliate companies $— $— $9,625 $9,625 Capital lease obligations, including current portion $(20,649) $(20,649) $(22,360) $(22,360) Senior and ship mortgage notes, net $(1,350,941) $(735,002) $(1,347,316) $(1,300,021) Long-term debt, including current portion $(230,367) $(233,526) $(265,574) $(269,582) F-46 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) The following tables set forth our assets that are measured at fair value on a recurring basis categorized by fair value hierarchy level. As requiredby the fair value guidance, assets are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. Fair Value Measurements as of December 31, 2015 Assets Total Quoted Prices inActive Markets forIdentical Assets(Level I) Significant OtherObservableInputs(Level II) SignificantUnobservableInputs(Level III) Investments in available-for-sale securities $5,173 $5,173 $— $— Total $5,173 $5,173 $— $— Fair Value Measurements as of December 31, 2014 Assets Total Quoted Prices inActive Markets forIdentical Assets(Level I) Significant OtherObservableInputs(Level II) SignificantUnobservableInputs(Level III) Investments in available-for-sale securities $6,701 $6,701 $— $— Total $6,701 $6,701 $— $— Fair Value MeasurementsThe estimated fair value of our financial instruments that are not measured at fair value on a recurring basis, categorized based upon the fairvalue 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 ofthese 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 dataat the measurement date.Level III: Inputs that are unobservable. Fair Value Measurements at December 31, 2015 Total (Level I) (Level II) (Level III) Cash and cash equivalents $163,412 $163,412 $— $— Restricted cash $13,480 $13,480 $— $— Senior and ship mortgage notes $(735,002) $(735,002) $— $— Capital lease obligations, including current portion(1) $(20,649) $— $(20,649) $— Long-term debt, including current portion(1) $(233,526) $— $(233,526) $— Loan receivable from affiliate companies(2) $16,474 $— $16,474 $— Fair Value Measurements at December 31, 2014 Total (Level I) (Level II) (Level III) Cash and cash equivalents $247,556 $247,556 $— $— Restricted cash $2,564 $2,564 $— $— Senior and ship mortgage notes $(1,300,021) $(1,300,021) $— $— Capital lease obligations, including current portion(1) $(22,360) $— $(22,360) $— Long-term debt, including current portion(1) $(269,582) $— $(269,582) $— Loan receivable from affiliate companies(2) $7,791 $— $7,791 $— Long-term receivable from affiliate companies(2) $9,625 $— $9,625 $— F-47 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) (1)The fair value of the Company’s long-term debt is estimated based on currently available debt with similar contract terms, interest rates and remainingmaturities, published quoted market prices as well as taking into account the Company’s creditworthiness.(2)The fair value of the Company’s loan receivable from affiliate companies and long-term receivable from affiliate companies is estimated based oncurrently available debt with similar contract terms, interest rate and remaining maturities as well as taking into account the counterparty’screditworthiness.NOTE 12: EMPLOYEE BENEFIT PLANSRetirement Saving PlanThe Company sponsors an employee saving plan covering all of its employees in the United States. The Company’s contributions to theemployee saving plan during the years ended December 31, 2015, 2014 and 2013, were approximately $96, $101 and $97, respectively, which included adiscretionary contribution of $14, $17, and $14, respectively.Defined Benefit Pension PlanThe Company sponsors a legacy unfunded defined benefit pension plan that covers certain Bahamian and Uruguayan nationals and formerNavios Corporation employees. The liability related to the plan is recognized based on actuarial valuations. The current portion of the liability is included inaccrued expenses and the non-current portion of the liability is included in other long-term liabilities. There are no pension plan assets.The Greek office employees are protected by the Greek Labor Law. According to the law, the Company is required to pay retirement indemnitiesto employees on dismissal, or on leaving with an entitlement to a full security retirement pension. Please refer to Note 2(s).Stock PlanThe Company has awarded shares of restricted stock and restricted stock units to its employees, officers and directors. The restriction lapses intwo or three equal tranches, over the requisite service periods, of one, two and three years from the grant date. The Company has also awarded stock optionsto its officers and directors only, based on service conditions, which vest in three equal tranches over the requisite service periods of one, two and three yearsfrom the grant date. Each option expires seven years after its grant date. Please refer to Note 2(s).On December 11, 2013, the Company awarded shares of restricted stock and restricted stock units to its employees, officers and directors andstock options to its officers and directors, which vested all at once upon achievement of the internal performance criteria and completion of a service periodon April 30, 2015. As of December 31, 2014, the Company determined that the performance criteria of these awards were provisionally met and recognized acompensation expense of $3,753.On December 15, 2014, the Company awarded shares of restricted stock and restricted stock units to its employees, officers and directors andstock options to its officers and directors, which vest all at once upon achievement of the internal performance criteria and completion of a service period onJune 2, 2016. As of December 31, 2015, the Company determined that it is probable that the performance criteria of these awards would be met andrecognized a compensation expense of $2,615.During the year ended December 31, 2015, the Company did not award any restricted stock, restricted stock units or stock options, which vestupon achievement of certain performance conditions. F-48 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) The fair value of all stock option awards has been calculated based on the modified Black-Scholes method. A description of the significantassumptions used to estimate the fair value of the stock option awards is set out below: • Expected term: The Company began granting stock options in October 2007. The first stock option exercise was in 2010 and the number ofoptions exercised during each of the years ended December 31, 2014 (143,189), 2013 (153,556), 2012 (29,251), 2011 (130,578) and 2010(130,577) was small in relation to the total number of options granted. No stock options were exercised during the year ended December 31,2015. Therefore, due to limited historical share option exercise experience to provide for a reasonable basis upon which to estimate expectedterm, the Company opted to apply the simplified method.The “simplified method” used includes taking the average of the weighted average time to vesting and the contractual term of the option award.The service conditions option awards vest over three years at 33.3%, 33.3% and 33.4% respectively, resulting in a weighted average time to vest ofapproximately 2 years. The contractual term of the award is 7 years. Utilizing the simplified approach formula, the derived expected term estimate for theCompany’s service conditions option award is 4.5 years. • Expected volatility: The historical volatility of Navios Holdings’ shares was used in order to estimate the volatility of the stock option awards.The final expected volatility estimate, which equals the historical estimate, for the service conditions option awards is 55.17%, 47.06% and42.62% for 2015, 2014 and 2013, respectively, and for the performance conditions option awards is 58.78% and 41.48% for 2014 and 2013,respectively. • Expected dividends: The expected dividend is based on the current dividend, our historical pattern of dividend increases and the market price ofour stock. • Risk-free rate: Navios Holdings has selected to employ the risk-free yield-to-maturity rate to match the expected term estimated under the“simplified method”. For the service conditions option awards, the 4.5 year yield-to-maturity rate as of the grant date is 1.46%, 1.44% and 1.28%for 2015, 2014 and 2013, respectively. For the performance conditions option awards, the one year yield-to-maturity rate as of the grant date is0.22% and 0.13% for 2014 and 2013, respectively.The fair value of restricted stock and restricted stock unit grants excludes dividends to which holders of restricted stock and restricted stock unitsare not entitled. The expected dividend assumption used in the valuation of restricted stock and restricted stock units grant is $0 for 2015 and $0.06 perquarter for 2014 and 2013.The weighted average grant date fair value of stock options and restricted stock granted during the year ended December 31, 2015 was $0.55 and$1.20, respectively.The weighted average grant date fair value of stock options, restricted stock and restricted stock units granted during the year endedDecember 31, 2014 was $1.14, $3.64 and $3.64, respectively.The weighted average grant date fair value of stock options, restricted stock and restricted stock units granted during the year endedDecember 31, 2013 was $2.11, $8.63 and $8.63, respectively.The effect of compensation expense arising from the stock-based arrangements described above amounted to $5,591, $7,719 and $5,021 for theyears ended December 31, 2015, 2014 and 2013, respectively and F-49 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) it was reflected in general and administrative expenses on the consolidated statements of comprehensive (loss)/income. The recognized compensationexpense for the year is presented as adjustment to reconcile net income to net cash provided by operating activities on the consolidated statements of cashflows.The summary of stock-based awards is summarized as follows (in thousands except share and per share data): Shares Weightedaverageexerciseprice Weightedaverageremainingterm Aggregatefair value Options Outstanding as of December 31, 2012 4,617,777 4.93 5.42 7,981 Vested at December 31, 2012 901,520 — — — Exercisable at December 31, 2012 841,644 — — — Exercised (153,556) — — (216)Granted 674,809 8.63 — 1,444 Outstanding as of December 31, 2013 5,139,030 5.50 4.81 9,209 Vested at December 31, 2013 911,493 — — — Exercisable at December 31, 2013 753,562 — — — Exercised (143,189) — — (273)Forfeited or expired (314,250) — — (1,610) Granted 1,123,003 3.64 — 1,084 Outstanding as of December 31, 2014 5,804,594 4.57 4.64 8,410 Vested at December 31, 2014 1,643,665 — — — Exercisable at December 31, 2014 1,500,476 — — — Forfeited or expired (159,828) — — (193) Granted 1,000,000 1.2 — 552 Outstanding as of December 31, 2015 6,644,766 4,09 4.23 8,769 Restricted stock and restricted stock units Non Vested as of December 31, 2012 1,556,192 — 1.81 5,908 Granted 886,437 — — 7,650 Vested (546,194) — — (2,287)Forfeited or expired (12,452) — — (51) Non Vested as of December 31, 2013 1,883,983 — 1.40 11,220 Granted 1,175,353 — — 4,278 Vested (1,058,903) — — (4,580)Forfeited or expired (3,089) — — (19)Non Vested as of December 31, 2014 1,997,344 — 2.00 10,899 Granted 2,540,000 — — 3,048 Vested (812,847) — — (5,746) Forfeited or expired (3,538) — — (15) Non Vested as of December 31, 2015 3,720,959 $— 2.45 $8,186 The estimated compensation cost relating to service conditions of non-vested (i) stock options and (ii) restricted stock and restricted stock unitawards, not yet recognized was $877 and $4,434, respectively, as of December 31, 2015 and is expected to be recognized over the weighted average period of3.73 years. F-50 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) NOTE 13: COMMITMENTS AND CONTINGENCIESAs of December 31, 2015, the Company was contingently liable for letters of guarantee and letters of credit amounting to $590 (December 31,2014: $590) issued by various banks in favor of various organizations and the total amount was collateralized by cash deposits, which were included as acomponent of restricted cash.Navios Logistics has issued a guarantee and indemnity letter that guarantees the performance by Petrolera San Antonio S.A. (a consolidatedsubsidiary) of all its obligations to Vitol S.A. up to $12,000. This guarantee expires on March 1, 2017.The Company is involved in various disputes and arbitration proceedings arising in the ordinary course of business. Provisions have beenrecognized in the financial statements for all such proceedings where the Company believes that a liability may be probable, and for which the amounts canbe reasonably estimated, based upon facts known on the date the financial statements were prepared. Although the Company cannot predict with certaintythe ultimate resolutions of these matters, in the opinion of management, the ultimate disposition of these matters is not expected to have a material adverseeffect on the Company’s financial position, results of operations or liquidity.The Company, in the normal course of business, entered into contracts to time charter-in vessels for various periods through 2026.As of December 31, 2015, the Company had future remaining contractual deposits for two newbuilding owned vessels, which were delivered inJanuary 2016, of $58,660. As of December 31, 2015, Navios Logistics had obligations related to the acquisition of three new pushboats, the expansion of itsdry port facility and the remaining installments for the acquisition of the chartered-in fleet consisting of one pushboat and three liquid barges of $11,557,$93,976 and $3,825, respectively, until December 31, 2016.NOTE 14: LEASESChartered-in vessels, barges, pushboats and office space:As of December 31, 2015, the Company’s future minimum commitments, net of commissions under chartered-in vessels, barges, pushboats andoffice space were as follows: Charter-invesselsin operation Charter-invesselsto be delivered Office space 2016 $92,811 $8,383 $3,086 2017 84,619 23,013 2,721 2018 79,137 23,433 1,770 2019 71,460 23,433 864 2020 60,039 23,497 104 2021 and thereafter 77,171 101,109 — Total $465,237 $202,868 $8,545 Charter hire expense for Navios Holdings chartered-in vessels amounted to $136,920, $111,337 and $116,962, for each of the years endedDecember 31, 2015, 2014 and 2013, respectively. Charter hire expense for logistics business chartered-in vessels amounted to $1,307, $2,468 and $1,286, foreach of the years ended December 31, 2015, 2014 and 2013, respectively. F-51 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Rent expense for office space amounted to $2,508, $2,804, and $2,899 for each of the years ended December 31, 2015, 2014 and 2013,respectively. The Company leases office space at 825 3rd Avenue, New York, New York, pursuant to a lease that expires in April 2019. The Company alsoleases office space at 85 Akti Miaouli, Piraeus, Greece, pursuant to lease agreements that expire in 2017 and 2019. The Company also leases office space inMonaco pursuant to a lease that expires in June 2018. The Company also leases office space in Antwerp, Belgium pursuant to a lease that expires in 2019.Navios Logistics’ subsidiaries lease various premises in Argentina and Paraguay that expire on various dates through 2020. The above tableincorporates the lease commitments on all offices as disclosed above.Chartered-out vessels, barges and pushboats:The future minimum revenue, net of commissions, (i) for dry bulk vessels, expected to be earned on non-cancelable time charters and (ii) for theCompany’s logistics business, expected to be earned on non-cancelable time charters, COA’s with minimum guaranteed volumes and contracts withminimum guaranteed throughput in Navios Logistics’ ports, are as follows: Dry bulkvessels Logisticsbusiness 2016 $88,724 $148,102 2017 17,691 57,771 2018 10,715 23,235 2019 10,715 22,515 2020 9,893 11,088 Total minimum revenue, net of commissions $137,738 $262,711 Revenues from time charters are not generally received when a vessel is off-hire, which includes time required for scheduled maintenance of thevessel.NOTE 15: TRANSACTIONS WITH RELATED PARTIESOffice rent: The Company has entered into lease agreements with Goldland Ktimatiki-Ikodomiki-Touristiki Xenodohiaki Anonimos Eteria andEmerald Ktimatiki-Ikodomiki Touristiki Xenodohiaki Anonimos Eteria, both of which are Greek corporations that are currently majority-owned by AngelikiFrangou, Navios Holdings’ Chairman and Chief Executive Officer. The lease agreements provide for the leasing of facilities located in Piraeus, Greece tohouse the operations of most of the Company’s subsidiaries. The total annual lease payments are in aggregate €943 (approximately $1,046) and the leaseagreements expire in 2017 and 2019. These payments are subject to annual adjustments, which are based on the inflation rate prevailing in Greece as reportedby the Greek State at the end of each year.Purchase of services: The Company utilizes its affiliate company, Acropolis, as a broker. Commissions charged from Acropolis for each of theyears ended December 31, 2015, 2014 and 2013 were $6, $2 and $41, respectively. Included in the trade accounts payable at December 31, 2015 and 2014was an amount due to Acropolis of $76 and $78, respectively.Vessels charter hire: From 2012, Navios Holdings has entered into charter-in contracts for certain of Navios Partners’ vessels, all of which havebeen redelivered by April 2016.In February 2012, the Company chartered-in from Navios Partners the Navios Apollon, a 2000-built Ultra-Handymax vessel. The term of thischarter was approximately two years at a net daily rate of $12.5 for the F-52 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) first year and $13.5 for the second year, plus 50/50 profit sharing based on actual earnings. In January 2014, the Company extended this charter forapproximately six months at a net daily rate of $13.5 plus 50/50 profit sharing based on actual earnings and in October 2014, the Company further extendedthis charter for approximately one year at a net daily rate of $12.5 plus 50/50 profit sharing based on actual earnings. In April 2015, this charter was furtherextended for approximately one year at a net daily rate of $12.5 plus 50/50 profit sharing based on actual earnings at the end of the period. Any adjustmentby the charterers for hire expense/loss will be settled accordingly at the end of the charter period. In April 2016, the Company redelivered Navios Apollon toNavios Partners.In May 2012, the Company chartered-in from Navios Partners the Navios Prosperity, a 2007-built Panamax vessel. The term of this charter wasapproximately one year with two six-month extension options granted to the Company at a net daily rate of $12.0 plus profit sharing. In April 2014, theCompany extended this charter for approximately one year and the owners received 100% of the first $1.5 in profits above the base rate, and thereafter allprofits were split 50/50 to each party. Effective from March 5, 2015, Navios Holdings and Navios Partners entered into a novation agreement with therespective owners of Navios Prosperity whereby the rights to the time charter contracts of the Navios Prosperity were transferred to Navios Holdings. OnJuly 2, 2015, Navios Prosperity was redelivered to headowners.In September 2012, the Company chartered-in from Navios Partners the Navios Libra II, a 1995-built Panamax vessel. The term of this charterwas approximately three years at a net daily rate of $12.0 plus 50/50 profit sharing based on actual earnings. In April 2015, this charter was further extendedfor approximately one year at a net daily rate of $12.0 plus 50/50 profit sharing based on actual earnings, at the end of the period. Any adjustment by thecharterers for hire expense/loss will be settled accordingly at the end of the charter period. In April 2016, the Company redelivered Navios Libra II to NaviosPartners.In May 2013, the Company chartered-in from Navios Partners the Navios Felicity, a 1997-built Panamax vessel. The term of this charter wasapproximately one year, at a net daily rate of $12.0 plus profit sharing, with two six-month extension options granted to the Company. The owners willreceive 100% of the first $1.5 in profits above the base rate, and thereafter all profits will be split 50/50 to each party. In February 2014, the Companyexercised its first option to extend this charter, and in August 2014, the Company exercised its second option. In April 2015, this charter was further extendedfor approximately one year at a net daily rate of $12.0 plus 50/50 profit sharing based on actual earnings, at the end of the period. Any adjustment by thecharterers for hire expense/loss will be settled accordingly at the end of the charter period. In April 2016, the Company redelivered Navios Felicity to NaviosPartners.In May 2013, the Company chartered-in from Navios Partners the Navios Aldebaran, a 2008-built Panamax vessel, at a net daily rate of $11.0plus profit sharing, for six months with a six-month extension option. In December 2013, the Company exercised its option to extend this charter. The ownerswill receive 100% of the first $2.5 in profits above the base rate, and thereafter all profits will be split 50/50 to each party. In July 2014, the Company furtherextended this charter for approximately six to nine months. Effective from February 28, 2015, Navios Holdings and Navios Partners entered into a novationagreement with the respective owners of Navios Aldebaran whereby the rights to the time charter contracts of the Navios Aldebaran were transferred to NaviosHoldings.In July 2013, the Company chartered-in from Navios Partners the Navios Hope, a 2005-built Panamax vessel. The term of this charter wasapproximately one year at a net daily rate of $10.0. In December 2013, the Company extended this charter for approximately six months, and in January2015, the Company extended this charter for approximately one year at a net daily rate of $10.0 plus 50/50 profit sharing based on actual earnings. Anyadjustment by the Company for hire expense/loss will be settled accordingly at the end of the charter period. In December 2015, the Company redeliveredNavios Hope to Navios Partners. F-53 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) In July 2013, the Company chartered-in from Navios Partners the Navios Pollux, a 2009-built Capesize vessel, under a voyage charter which wascompleted in August 2013. In August 2014, the Company chartered-in the Navios Pollux, for approximately three months at a net daily rate of $21.3. Thecontract was completed in November 2014. In February 2015, the Company chartered-in the Navios Pollux, for approximately one year at a daily rate of$11.4 net per day plus 50/50 profit sharing based on actual earnings. Any adjustment by the Company for hire expense/loss will be settled accordingly at theend of the charter period. In February 2016, the Company redelivered Navios Pollux to Navios Partners.In March 2015, the Company chartered-in from Navios Partners the Navios Gemini, a 1994-built Panamax vessel. The term of this charter isapproximately nine months at a net daily rate of $7.6 plus 50/50 profit sharing based on actual earnings. Any adjustment by the Company for hireexpense/loss will be settled accordingly at the end of the charter period. In January 2016, the Company redelivered Navios Gemini to Navios Partners.In April 2015, the Company chartered-in from Navios Partners the Navios Fantastiks, a 2005-built Capesize vessel. The terms of this charter isapproximately ten months at a net daily rate of $12.5 plus 50/50 profit sharing based on actual earnings. Any adjustment by the Company for hireexpense/loss will be settled accordingly at the end of the charter period. In April 2016, the Company redelivered Navios Fantastiks to Navios Partners.In April 2015, the Company chartered-in from Navios Partners the Navios Sun, the Navios Orbiter, the Navios Soleil, the Navios Alegria, theNavios Harmony and the Navios Hyperion. The terms of these charters are at a net daily rate of $12.0 plus 50/50 profit sharing based on actual earnings. Anyadjustment by the Company for hire expense/loss will be settled accordingly at the end of the charter period. In December 2015, in January 2016 and in April2016, the Company redelivered all these vessels to Navios Partners.Total charter hire expense for all vessels for the years ended December 31, 2015, 2014 and 2013 was $39,727, $28,162 and $22,386,respectively, and was included in the consolidated statements of comprehensive (loss)/income under “Time charter, voyage and logistics business expenses”.Management fees: Navios Holdings provides commercial and technical management services to Navios Partners’ vessels for a daily fixed fee.The daily fees were $4.7 per owned Ultra Handymax vessel, $4.6 per owned Panamax vessel and $5.7 per owned Capesize vessel until December 31, 2013.This daily fee covered all of the vessels’ operating expenses, including the cost of drydock and special surveys. In each of October 2013, August 2014, andFebruary 2015, the Company amended its existing management agreement with Navios Partners to fix the fees for ship management services of its ownedfleet at: (i) $4.0 daily rate per Ultra-Handymax vessel; (ii) $4.1 daily rate per Panamax vessel; (iii) $5.1 daily rate per Capesize vessel; (iv) $6.5 daily rate percontainer vessel of TEU 6,800; (v) $7.2 daily rate per container vessel of more than TEU 8,000; and (vi) $8.5 daily rate per very large container vessel of morethan TEU 13,000 through December 31, 2015. In January 2016, the Company further amended its existing management agreement to fix the fees for shipmanagement services of its owned fleet at: (i) $4.1 daily rate per Ultra-Handymax vessel; (ii) $4.2 daily rate per Panamax vessel; (iii) $5.25 daily rate perCapesize vessel; (iv) $6.7 daily rate per container vessel of TEU 6,800; (v) $7.4 daily rate per container vessel of more than TEU 8,000; and (vi) $8.75 dailyrate per very large container vessel of more than TEU 13,000 through December 31, 2017. Drydocking expenses under this agreement will be reimbursed byNavios Partners at cost at occurrence. Total management fees for the years ended December 31, 2015, 2014 and 2013 amounted to $56,504, $50,359 and$36,173, respectively, and are presented net under the caption “Direct vessel expenses”. F-54 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Navios Holdings provides commercial and technical management services to Navios Acquisition’s vessels for a daily fee that was fixed untilMay 2014, of $6.0 per owned MR2 product tanker and chemical tanker vessel, $7.0 per owned LR1 product tanker vessel and $10.0 per owned VLCC vessel.This daily fee covers all of the vessels’ operating expenses, other than certain fees and costs. Actual operating costs and expenses will be determined in amanner consistent with how the initial fixed fees were determined. Drydocking expenses until May 2014 were fixed under this agreement for up to $300 perLR1 and MR2 product tanker vessel and will be reimbursed at cost for VLCC vessels. In May 2014, Navios Holdings extended the duration of its existingmanagement agreement with Navios Acquisition until May 2020 and fixed the fees for ship management services of Navios Acquisition owned fleet for twoadditional years through May 2016 at the same rates for product tanker and chemical tanker vessels, and reduced the daily rate to $9.5 per VLCCvessel. Drydocking expenses under this agreement will be reimbursed at cost at occurrence for all vessels.Effective March 30, 2012, Navios Acquisition can, upon request to Navios Holdings, partially or fully defer the reimbursement of drydockingand other extraordinary fees and expenses under the management agreement to a later date, but not later than January 5, 2016, and if reimbursed on a laterdate, such amounts will bear interest at a rate of 1% per annum over LIBOR. Commencing September 28, 2012, Navios Acquisition can, upon request,reimburse Navios Holdings partially or fully for any fixed management fees outstanding for a period of not more than nine months under the managementagreement at a later date, but not later than January 5, 2016, and if reimbursed on a later date, such amounts will bear interest at a rate of 1% per annum overLIBOR. Total management fees for the years ended December 31, 2015, 2014 and 2013 amounted to $95,336, $95,827 and $71,392, respectively, and arepresented net under the caption “Direct vessel expenses”.Pursuant to a management agreement dated December 13, 2013, Navios Holdings provides commercial and technical management services toNavios Europe I’s tanker and container vessels. The term of this agreement is for a period of six years. Management fees under this agreement will bereimbursed at cost at occurrence. Total management fees for the years ended December 31, 2015, 2014 and 2013 amounted to $20,383, $20,098 and $645,respectively, and are presented net under the caption “Direct vessel expenses”.Pursuant to a management agreement dated November 18, 2014, Navios Holdings provides commercial and technical management services toNavios Midstream’s vessels for a daily fixed fee of $9.5 per owned VLCC vessel effective through November 18, 2016. Drydocking expenses under thisagreement will be reimbursed at cost at occurrence for all vessels. The term of this agreement is for a period of five years. Total management fees for the yearsended December 31, 2015 and 2014 amounted to $17,613 and $1,672, respectively, and are presented net under the caption “Direct vessel expenses”.Pursuant to a management agreement dated June 5, 2015, Navios Holdings provides commercial and technical management services to NaviosEurope II’s dry bulker and container vessels. The term of this agreement is for a period of six years. Management fees under this agreement will be reimbursedat cost at occurrence. Total management fees for the year ended December 31, 2015 amounted to $9,581, and are presented net under the caption “Directvessel expenses”.Navios Partners Guarantee: In November 2012 (as amended in March 2014), the Company entered into an agreement with Navios Partners (the“Navios Partners Guarantee”) to provide Navios Partners with guarantees against counterparty default on certain existing charters, which had previously beencovered by the charter insurance for the same vessels, same periods and same amounts. The Navios Partners Guarantee provides for a maximum possiblepayout of $20,000 by the Company to Navios Partners. Premiums that are calculated on the same basis as the restructured charter insurance are included inthe management fee that is paid by Navios Partners to Navios Holdings pursuant to the management agreement. As of December 31, 2015, Navios Partnershas submitted one claim under this agreement to the Company. As at December 31, 2015, the fair value of the F-55 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) claim was estimated at $18,851 and was recorded as “Other expense”, in the consolidated statement of comprehensive (loss)/ income and in “Accruedexpenses and other liabilities” and “Other long-term liabilities and deferred income” in the consolidated balance sheet.General and administrative expenses incurred on behalf of affiliates/Administrative fee revenue from affiliates: Navios Holdings providesadministrative services to Navios Partners. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision ofthese services. Navios Holdings extended the duration of its existing administrative services agreement with Navios Partners until December 31, 2017,pursuant to its existing terms. Total general and administrative fees for the years ended December 31, 2015, 2014 and 2013 amounted to $6,205, $6,090 and$4,366, respectively.Navios Holdings provides administrative services to Navios Acquisition. Navios Holdings extended the duration of its existing administrativeservices agreement with Navios Acquisition until May 2020 pursuant to its existing terms. Navios Holdings is reimbursed for reasonable costs and expensesincurred in connection with the provision of these services. Total general and administrative fees for the years ended December 31, 2015, 2014 and 2013amounted to $7,608, $7,314 and $3,477, respectively.Navios Holdings provides administrative services to Navios Logistics. In April 2016, Navios Holdings extended the duration of its existingadministrative services agreement with Navios Logistics until December 2021 pursuant to its existing terms. Navios Holdings is reimbursed for reasonablecosts and expenses incurred in connection with the provision of these services. Total general and administrative fees for the years ended December 31, 2015,2014 and 2013 amounted to $760, $760 and $740, respectively. The general and administrative fees have been eliminated upon consolidation.Pursuant to an administrative services agreement dated December 13, 2013, Navios Holdings provides administrative services to Navios EuropeI’s tanker and container vessels. The term of this agreement is for a period of six years. Navios Holdings is reimbursed for reasonable costs and expensesincurred in connection with the provision of these services. Total general and administrative fees for the years ended December 31, 2015, 2014 and 2013amounted to $800, $800 and $25, respectively.Pursuant to an administrative services agreement dated November 18, 2014, Navios Holdings provides administrative services to NaviosMidstream. The term of this agreement is for a period of five years. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connectionwith the provision of these services. Total general and administrative fees for the years ended December 31, 2015 and 2014 amounted to $1,014 and $96,respectively.Pursuant to an administrative services agreement dated June 5, 2015, Navios Holdings provides administrative services to Navios Europe II’s drybulk and container vessels. The term of this agreement is for a period of six years. Navios Holdings is reimbursed for reasonable costs and expenses incurredin connection with the provision of these services. Total general and administrative fees charged for the year ended December 31, 2015, amounted to $550.Balance due from/to affiliates (excluding Navios Europe I and Navios Europe II): Balance due from affiliates as of December 31, 2015amounted to $8,887 (December 31, 2014: $33,400) and the non-current amount amounted to $0 (December 31, 2014: $9,625).Balance due to affiliates (excluding Navios Europe I and Navios Europe II) as of December 31, 2015 amounted to $17,791 (December 31, 2014:$0). F-56 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) The balances mainly consisted of management fees, administrative fees, drydocking and other expenses and amounts payable.Omnibus agreements: Navios Holdings has entered into an omnibus agreement with Navios Partners (the “Partners Omnibus Agreement”) inconnection with the closing of Navios Partners’ IPO governing, among other things, when Navios Holdings and Navios Partners may compete against eachother as well as rights of first offer on certain dry bulk carriers. Pursuant to the Partners Omnibus Agreement, Navios Partners generally agreed not to acquireor own Panamax or Capesize dry bulk carriers under time charters of three or more years without the consent of an independent committee of Navios Partners.In addition, Navios Holdings has agreed to offer to Navios Partners the opportunity to purchase vessels from Navios Holdings when such vessels are fixedunder time charters of three or more years.Navios Holdings entered into an omnibus agreement with Navios Acquisition and Navios Partners (the “Acquisition Omnibus Agreement”) inconnection with the closing of Navios Acquisition’s initial vessel acquisition, pursuant to which, among other things, Navios Holdings and Navios Partnersagreed not to acquire, charter-in or own liquid shipment vessels, except for container vessels and vessels that are primarily employed in operations in SouthAmerica, without the consent of an independent committee of Navios Acquisition. In addition, Navios Acquisition, under the Acquisition OmnibusAgreement, agreed to cause its subsidiaries not to acquire, own, operate or charter dry bulk carriers subject to specific exceptions. Under the AcquisitionOmnibus Agreement, Navios Acquisition and its subsidiaries granted to Navios Holdings and Navios Partners, a right of first offer on any proposed sale,transfer or other disposition of any of its dry bulk carriers and related charters owned or acquired by Navios Acquisition. Likewise, Navios Holdings andNavios Partners agreed to grant a similar right of first offer to Navios Acquisition for any liquid shipment vessels it might own. These rights of first offer willnot apply to a (i) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any charter or other agreementwith a counterparty, or (ii) merger with or into, or sale of substantially all of the assets to, an unaffiliated third party.Navios Holdings entered into an omnibus agreement with Navios Midstream, Navios Acquisition and Navios Partners in connection with theNavios Midstream IPO, pursuant to which Navios Acquisition, Navios Holdings, Navios Partners and their controlled affiliates generally have agreed not toacquire or own any VLCCs, crude oil tankers, refined petroleum product tankers, LPG tankers or chemical tankers under time charters of five or more yearswithout the consent of Navios Midstream. The omnibus agreement contains significant exceptions that will allow Navios Acquisition, Navios Holdings,Navios Partners or any of their controlled affiliates to compete with Navios Midstream under specified circumstances.Midstream General Partner Option Agreement: Navios Holdings entered into an option agreement, with Navios Acquisition under whichNavios Acquisition, which owns and controls Navios Maritime Midstream Partners GP LLC (“Midstream General Partner”), granted Navios Holdings theoption to acquire a minimum of 25% of the outstanding membership interests in Midstream General Partner and the incentive distribution rights in NaviosMidstream representing the right to receive an increasing percentage of the quarterly distributions when certain conditions are met. The option shall expireon November 18, 2024. The purchase price for the acquisition for all or part of the option interest shall be an amount equal to its fair market value. As ofDecember 31, 2015, Navios Holdings had not exercised any part of that option.Sale of Vessels and Sale of Rights to Navios Partners: Upon the sale of vessels to Navios Partners, Navios Holdings recognizes the gainimmediately in earnings only to the extent of the interest in Navios Partners owned by third parties and defers recognition of the gain to the extent of its ownownership interest in Navios F-57 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Partners (the “deferred gain”). Subsequently, the deferred gain is amortized to income over the remaining useful life of the vessel. The recognition of thedeferred gain is accelerated in the event that (i) the vessel is subsequently sold or otherwise disposed of by Navios Partners or (ii) the Company’s ownershipinterest in Navios Partners is reduced. In connection with the public offerings of common units by Navios Partners, a pro rata portion of the deferred gain isreleased to income upon dilution of the Company’s ownership interest in Navios Partners. As of December 31, 2015 and 2014, the unamortized deferred gainfor all vessels and rights sold totaled $13,680 and $16,301, respectively. For the years ended December 31, 2015, 2014 and 2013, Navios Holdingsrecognized $2,621, $5,278 and $6,881 of the deferred gain, respectively, in “Equity in net earnings of affiliated companies”.Participation in offerings of affiliates: Refer to Note 8 for Navios Holdings’ participation in Navios Acquisition’s and Navios Partners’offerings. On February 4, 2015, Navios Holdings entered into a share purchase agreement with Navios Partners pursuant to which Navios Holdings made aninvestment in Navios Partners by purchasing common units, and general partnership interests, in order to maintain its 20.0% partnership interest in NaviosPartners following its equity offering in February 2015. In connection with this agreement, Navios Holdings entered into a registration rights agreement withNavios Partners pursuant to which Navios Partners provided Navios Holdings with certain rights relating to the registration of the common units.The Navios Acquisition Credit Facilities:On November 11, 2014, Navios Acquisition entered into a short-term credit facility with Navios Holdings pursuant to which Navios Acquisitioncould borrow up to $200,000 for general corporate purposes. The facility provided for an arrangement fee of $4,000, and bore fixed interest of 600 bps. Allamounts drawn under this facility were fully repaid by the maturity date of December 29, 2014.In 2010, Navios Acquisition entered into a $40,000 credit facility with Navios Holdings, which matured in December 2015. The facility wasavailable for multiple drawings up to a limit of $40,000 and had a margin of LIBOR plus 300 basis points. As of its maturity date, December 31, 2015, allamounts drawn have been fully repaid and there was no outstanding amount under this facility.The Navios Partners Credit Facility: In May 2015, Navios Partners entered into a credit facility with Navios Holdings of up to $60,000. TheNavios Partners Credit Facility bears an interest of LIBOR plus 300 bps. The final maturity date is January 2, 2017. As of December 31, 2015, there was nooutstanding amount under this facility.Balance due from Navios Europe I: Balance due from Navios Europe I as of December 31, 2015 amounted to $1,609 (December 31, 2014:$4,087) which included the net current amount of $211 (December 31, 2014: $3,421) mainly consisting of management fees, accrued interest income earnedunder the Navios Revolving Loans I (as defined in Note 8) and other expenses and the non-current amount of $1,398 (December 31, 2014: $666) related tothe accrued interest income earned under the Navios Term Loans I (as defined in Note 8).The Navios Revolving Loans I and the Navios Term Loans I earn interest and an annual preferred return, respectively, at 1,270 basis points perannum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end ofeach quarter. There are no covenant requirements or stated maturity dates.As of December 31, 2015 and 2014, the outstanding amount relating to Navios Holdings’ portion under the Navios Revolving Loans I was$7,125, under the caption “Loan receivable from affiliate companies”. As of December 31, 2015, the amount undrawn under the Revolving Loans I was$9,100, of which Navios Holdings is committed to fund $4,323. F-58 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Balance due from Navios Europe II: Balance due from Navios Europe II as of December 31, 2015, amounted to $4,196 (December 31, 2014:$0), which included the current amount of $3,571 (December 31, 2014: $0), mainly consisting of management fees and accrued interest income earned underthe Navios Revolving Loans II (as defined in Note 8) and other expenses and the non-current amount of $625 (December 31, 2014: $0) related to the accruedinterest income earned under the Navios Term Loans II (as defined in Note 8).The Navios Revolving Loans II and the Navios Term Loans II earn interest and an annual preferred return, respectively, at 1,800 basis points perannum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end ofeach quarter. There are no covenant requirements or stated maturity dates.As of December 31, 2015, the outstanding amount relating to Navios Holdings’ portion under the Navios Revolving Loans II was $7,327(December 31, 2014: $0), under the caption “Loan receivable from affiliate companies.” As of December 31, 2015, the amount undrawn from the RevolvingLoans II was $23,075, of which Navios Holdings is committed to fund $10,961.NOTE 16: PREFERRED AND COMMON STOCKIssuances to Employees and Exercise of OptionsDuring 2015, pursuant to the stock plan approved by the Board of Directors, no options were exercised.On December 11, 2015, pursuant to the stock plan approved by the Board of Directors, Navios Holdings granted to its employees 2,540,000shares of restricted common stock and 1,000,000 stock options.During 2014, pursuant to the stock plan approved by the Board of Directors, 15,000, 30,303, 19,626, 55,860 and 22,400 shares were issuedfollowing the exercise of options for cash at an exercise price of $3.18, $3.81, $5.87, $5.15 and $3.44 per share, respectively, for a total of $643.On December 15, 2014, pursuant to the stock plan approved by the Board of Directors, Navios Holdings granted to its employees 1,151,052shares of restricted common stock, 24,301 restricted stock units and 1,123,003 stock options.Vested, Surrendered and ForfeitedDuring 2015, 16,960 restricted stock units, issued to the Company’s employees in 2013 and 2012, vested.During 2014, 41,748 restricted stock units, issued to the Company’s employees in 2013, 2012 and 2011, vested.During the year ended December 31, 2015 and 2014, 9,319 and 24,248 restricted shares of common stock, respectively, were forfeited upontermination of employment.As of December 31, 2015 and 2014, 159,828 and 314,250 stock options expired.Issuance of Cumulative Perpetual Preferred StockOn January 28, 2014, the Company completed the sale of the Series G raising net proceeds of $47,846 (after deducting underwriting discountsand offering expenses). F-59 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) On July 8, 2014, the Company completed the sale of the Series H raising net proceeds of $115,756 (after deducting underwriting discounts andoffering expenses).Conversion of Preferred StockDuring the year ended December 31, 2015, 1,134 shares of convertible preferred stock were automatically converted into 1,134,000 shares ofcommon stock. The shares of convertible preferred stock were converted pursuant to their original terms.Navios Holdings had outstanding as of December 31, 2015 and 2014, 110,468,753 and 105,831,718 shares of common stock, respectively, andpreferred stock 73,935 (20,000 Series G, 48,000 Series H and 5,935 shares of convertible preferred stock) and 75,069 (20,000 Series G, 48,000 Series H and7,069 shares of convertible preferred stock), respectively.Acquisition of Treasury StockIn November 2015, the Board of Directors approved a share repurchase program for up to $25,000 of the Navios Holdings’ common stock. Sharerepurchases were made pursuant to a program adopted under Rule 10b5-1 under the Securities Exchange Act. Repurchases were subject to restrictions underthe terms of the Company’s credit facilities and indenture. The program did not require any minimum purchase or any specific number or amount of sharesand may be suspended or reinstated at any time in the Company’s discretion and without notice. In particular, Navios Holdings, pursuant to the terms of itsSeries G and Series H, may not redeem, repurchase or otherwise acquire its common stock or preferred shares, including the Series G and Series H (other thanthrough an offer made to all holders of Series G and Series H) unless full cumulative dividends on Series G and Series H, when payable, have been paid. As ofDecember 31, 2015, 199,324 shares were repurchased under this program, for a total consideration of $252. In total, up until February 2016, 1,147,908common stock were repurchased under this program, for $1,071. Since that time, this program has been suspended by the Company.NOTE 17: INTEREST EXPENSE AND FINANCE COSTInterest expense and finance cost consisted of the following: For the YearEndedDecember 31,2015 For the YearEndedDecember 31,2014 For the YearEndedDecember 31,2013 Interest expense $108,488 $109,550 $105,421 Amortization and write-off of deferred financing costs 4,524 4,061 5,384 Other 139 49 — Interest expense and finance cost $113,151 $113,660 $110,805 NOTE 18: SEGMENT INFORMATIONThe Company currently has two reportable segments from which it derives its revenues: Dry bulk Vessel Operations and Logistics Business. Thereportable segments reflect the internal organization of the Company and are strategic businesses that offer different products and services. The Dry bulkVessel Operations F-60 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) consists of the transportation and handling of bulk cargoes through the ownership, operation, and trading of vessels, freight, and FFAs. The LogisticsBusiness consists of operating ports and transfer station terminals, handling of vessels, barges and push boats as well as upriver transport facilities in theHidrovia region.The Company measures segment performance based on net income/(loss) attributable to Navios Holdings common stockholders. Inter-segmentsales and transfers are not significant and have been eliminated and are not included in the following tables. Summarized financial information concerningeach of the Company’s reportable segments is as follows: Dry Bulk VesselOperationsfor theYear EndedDecember 31,2015 Logistics Businessfor theYear EndedDecember 31,2015 Totalfor theYear EndedDecember 31,2015 Revenue $229,772 $251,048 $480,820 Administrative fee revenue from affiliates 16,177 — 16,177 Interest income 1,801 569 2,370 Interest expense and finance cost (86,069) (27,082) (113,151) Depreciation and amortization (92,341) (27,969) (120,310) Equity in net earnings of affiliated companies 61,484 — 61,484 Net (loss)/ income attributable to Navios Holdingscommon stockholders (148,306) 14,194 (134,112) Total assets 2,359,299 599,514 2,958,813 Goodwill 56,240 104,096 160,336 Capital expenditures (7,882) (27,039) (34,921) Investment in affiliates 381,746 — 381,746 Cash and cash equivalents 81,905 81,507 163,412 Restricted cash 13,480 — 13,480 Long-term debt, net (including current and noncurrentportion) $1,213,740 $367,568 $1,581,308 F-61 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Dry Bulk VesselOperationsfor theYear EndedDecember 31,2014 Logistics Businessfor theYear EndedDecember 31,2014 Totalfor theYear EndedDecember 31,2014 Revenue $300,242 $268,774 $569,016 Administrative fee revenue from affiliates 14,300 — 14,300 Interest income 5,224 291 5,515 Interest expense and finance cost (85,823) (27,837) (113,660) Depreciation and amortization (79,603) (25,087) (104,690) Equity in net earnings of affiliated companies 57,751 — 57,751 Net loss attributable to Navios Holdings commonstockholders (45,541) (10,662) (56,203) Total assets 2,525,103 602,594 3,127,697 Goodwill 56,240 104,096 160,336 Capital expenditures (145,840) (91,658) (237,498) Investment in affiliates 344,453 — 344,453 Cash and cash equivalents 175,625 71,931 247,556 Restricted cash 2,564 — 2,564 Long-term debt, net (including current and noncurrentportion) $1,246,181 $366,709 $1,612,890 Dry Bulk VesselOperationsfor theYear EndedDecember 31,2013 Logistics Businessfor theYear EndedDecember 31,2013 Totalfor theYear EndedDecember 31,2013 Revenue $275,195 $237,084 $512,279 Administrative fee revenue from affiliates 7,868 — 7,868 Interest income 2,080 219 2,299 Interest expense and finance cost (85,657) (25,148) (110,805)Depreciation and amortization (74,770) (23,354) (98,124)Equity in net earnings of affiliated companies 19,344 — 19,344 Net income attributable to Navios Holdings commonstockholders (115,264) 6,201 (109,063)Total assets 2,366,212 520,241 2,886,453 Goodwill 56,240 104,096 160,336 Capital expenditures (86,538) (59,396) (145,934)Investment in affiliates 335,303 — 335,303 Cash and cash equivalents 101,263 86,568 187,831 Restricted cash 2,041 — 2,041 Long-term debt, net (including current and noncurrentportion) $1,192,442 $285,647 $1,478,089 F-62 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) The following table sets out the Company’s revenue by geographic region. Dry bulk Vessel Operations (excluding administrative fee revenuefrom affiliates) and Logistics Business revenue are allocated on the basis of the geographic region in which the customer is located. Dry bulk vessels operateworldwide. Logistics business operates different types of tanker vessels, pushboats, and wet and dry barges for delivering a wide range of products betweenports in the Paraná, Paraguay and Uruguay River systems in South America (commonly known as the “Hidrovia” or the “waterway”).Revenues from specific geographic regions which contribute over 10% of revenue are disclosed separately.Revenue by Geographic Region Year endedDecember 31,2015 Year endedDecember 31,2014 Year endedDecember 31,2013 North America $22,317 $30,299 $17,487 Europe 109,347 173,100 141,464 Asia 87,658 84,766 99,636 South America 253,746 275,327 241,852 Other 7,752 5,524 11,840 Total $480,820 $569,016 $512,279 Vessels operate on a worldwide basis and are not restricted to specific locations. Accordingly, it is not possible to allocate the assets of theseoperations to specific countries. The total net book value of long-lived assets for dry bulk vessels amounted to $1,423,147 and $1,486,486 at December 31,2015 and 2014, respectively. For Logistics Business, all long-lived assets are located in South America. The total net book value of long-lived assets for theLogistics Business amounted to $468,842 and $462,986 at December 31, 2015 and 2014, respectively.NOTE 19: LOSS PER COMMON SHARELoss per share is calculated by dividing net loss by the weighted average number of shares of Navios Holdings outstanding during the period.For the year ended December 31, 2015, 1,698,569 potential common shares and 6,522,556 potential shares of convertible preferred stock havean anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) and are therefore excluded from the calculation of diluted net lossper share.For the year ended December 31, 2014, 3,437,148 potential common shares and 7,950,425 potential shares of convertible preferred stock havean anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) and are therefore excluded from the calculation of diluted net lossper share.For the year ended December 31, 2013, 2,649,796 potential common shares and 8,479,000 potential shares of convertible preferred stock havean anti-dilutive effect (i.e. those that increase income per share or decrease loss per share), and are therefore excluded from the calculation of diluted net lossper share. F-63 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Year endedDecember 31,2015 Year endedDecember 31,2014 Year endedDecember 31,2013 Numerator: Net loss attributable to Navios Holdings commonstockholders $(134,112) $(56,203) $(109,063)Less: Dividend on Preferred Stock and on unvestedrestricted shares (16,202) (10,773) (1,927)Loss available to Navios Holdings commonstockholders, basic and diluted $(150,314) $(66,976) $(110,990)Denominator: Denominator for basic and diluted net loss per shareattributable to Navios Holdings stockholders —adjusted weighted shares 105,896,235 103,476,614 101,854,415 Basic and diluted net loss per share attributable toNavios Holdings stockholders $(1.42) $(0.65) $(1.09)NOTE 20: INCOME TAXESMarshall Islands, Greece, Liberia, Panama and Malta do not impose a tax on international shipping income. Under the laws of Marshall Islands,Greece, Malta, Liberia and Panama, the countries of incorporation of the Company and its subsidiaries and the vessels’ registration, the companies are subjectto registration and tonnage taxes which have been included in direct vessel expenses in the accompanying consolidated statements of comprehensive(loss)/income.Certain of the Company’s subsidiaries are registered as Law 89 companies in Greece. These Law 89 companies are exempt from Greek incometax on their income derived from certain activities related to shipping. Since all the Law 89 companies conduct only business activities that qualify for theexemption of Greek income tax, no provision has been made for Greek income tax with respect to income derived by these Law 89 companies from theirbusiness operations in Greece.In accordance with the currently applicable Greek law, foreign flagged vessels that are managed by Greek or foreign ship managementcompanies having established an office in Greece are subject to duties towards the Greek state which are calculated on the basis of the relevant vessel’stonnage. The payment of said duties exhausts the tax liability of the foreign ship owning company and the relevant manager against any tax, duty, charge orcontribution payable on income from the exploitation of the foreign flagged vessel. Additionally, under a new tax bill ratified on January 14, 2013, anannual contribution, applying only to fiscal years 2012-2015, was imposed on offices or branches of foreign enterprises that have been established in Greeceand are engaged in the exploitation, chartering, insurance, average (damage) settlements, purchase, chartering or shipbuilding brokerage, or chartering orinsurance of ships under Greek or foreign flag, as well as the representation of ship-owner companies or undertakings, whose object is identical to theabovementioned activities. This contribution is imposed on the total amount of imported foreign exchange, calculated on a minimum $50. F-64 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) In Belgium, profit from ocean shipping is taxable based on the tonnage of the sea-going vessels from which the profit is obtained (“tonnagetax”).Pursuant to Section 883 of the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operation ofships is generally exempt from U.S. federal income tax if the company that is treated for U.S. federal income tax purposes as earning such income meetscertain requirements set forth in Section 883 of the Code and the U.S. Treasury regulations thereunder. Among other things, in order to qualify for thisexemption, each relevant company must be incorporated in a country outside the United States which grants an “equivalent exemption” from income taxes toU.S. corporations. In addition, either (i) the stock of each relevant company must be treated under Section 883 of the Code and the U.S. Treasury regulationsthereunder as “primarily traded” and “regularly traded” on an “established securities market” in the United States or in another country that grants an“equivalent exemption” or (ii) more than 50% of the value of the stock of each relevant company must be owned, directly or indirectly, by (a) individualswho are residents in countries that grant an “equivalent exemption,” (b) foreign corporations organized in countries that grant an “equivalent exemption”and that meet the test described in (i) and/or (c) certain other shareholders described in Section 883 of the Code and the U.S. Treasury regulations thereunder.The management of the Company believes that the Company and each of its relevant subsidiaries qualifies for the tax exemption under Section 883 of theCode, provided that the Company’s common stock continues to be listed on the NYSE and represents more than 50% of the total combined voting power ofall classes of the Company’s stock entitled to vote and of the total value of the Company’s stock, and less than 50% of the Company’s common stock isowned, actually or constructively under specified stock attribution rules, on more than half the number of days in the relevant year by persons who each own5% or more of the vote and value of the Company’s common stock, but no assurance can be given that the Company will satisfy these requirements or qualifyfor this exemption.The tax benefit/ (expense) reflected in the Company’s consolidated financial statements for the years ended December 31, 2015, 2014 and 2013is mainly attributable to Navios Holdings’ subsidiaries in South America, which are subject to the Argentinean, Brazilian and Paraguayan income tax regime.Corporacion Navios S.A. (“CNSA”) is located in a tax free zone and is not liable to income or other tax. Navios Logistics’ operations in Uruguayare exempted from income taxes.Income tax liabilities of the Argentinean companies for the current and prior periods are measured at the amount expected to be paid to thetaxation authorities, using a tax rate of 35% on the taxable net income. Tax rates and tax laws used to assess the income tax liability are those that areeffective on the close of the fiscal period. Additionally, at the end of the fiscal year, local companies in Argentina have to calculate an assets tax (“Impuesto ala Ganancia Minima Presunta” or Minimum Presumed Income Tax). This tax is supplementary to income tax and is calculated by applying the effective taxrate of 1% over the gross value of the corporate assets (based on tax law criteria). The subsidiaries’ tax liabilities will be the higher of income tax orAlternative Minimum Tax. However, if the Alternative Minimum Tax exceeds income tax during any fiscal year, such excess may be computed as aprepayment of any income tax excess over the Alternative Minimum Tax that may arise in the next ten fiscal years.Under the tax laws of Argentina, the subsidiaries of the Company in that country are subject to taxes levied on gross revenues. Rates differdepending on the jurisdiction where revenues are earned for tax purposes. Average rates were approximately 5.0% for the year ended December 31, 2015(5.0% and 4.9% for 2014 and 2013, respectively).There are two possible options to determine the income tax liability of Paraguayan companies. Under the first option income tax liabilities forthe current and prior periods are measured at the amount expected to be F-65 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) paid to the taxation authorities, by applying the tax rate of 10% on the fiscal profit and loss. 50% of revenues derived from international freights areconsidered Paraguayan sourced (and therefore taxed) if carried between Paraguay and Argentina, Bolivia, Brazil or Uruguay. Alternatively, only 30% ofrevenues derived from international freights are considered Paraguayan sourced. Companies whose operations are considered international freights canchoose to pay income taxes on their revenues at an effective tax rate of 1% on such revenues, without considering any other kind of adjustments. Fiscallosses, if any, are neither deducted nor carried forward.The corporate income tax rate in Brazil and Paraguay is 34% and 10%, respectively, for the year ended December 31, 2015.During the year ended December 31, 2013, Navios Logistics decided to merge certain subsidiaries in Paraguay. As a result of the merger, NaviosLogistics distributed specifically identified earnings, which were offset by retained net losses of $43,475. Navios Logistics’ decision to merge thesubsidiaries resulted in a one-off income tax benefit in deferred income tax of $4,333 in 2013.The Company’s deferred taxes as of December 31, 2015 and 2014, relate primarily to deferred tax liabilities on acquired intangible assetsrecognized in connection with the Horamar do Brasil acquisition.As of January 1, 2007, the Company adopted the provisions of FASB for Accounting for Uncertainty in Income Taxes. This guidance requiresapplication of a more likely than not threshold to the recognition and derecognition of uncertain tax positions. This guidance permits the Company torecognize the amount of tax benefit that has a greater that 50% likelihood of being ultimately realized upon settlement. It further requires that a change injudgment related to the expected ultimate resolution of uncertain tax positions be recognized in earnings in the quarter of such change. Kleimar’s open taxyears are 2007 and onwards. Argentinean companies have open tax years ranging from 2007 and onwards and Paraguayan and Brazilian companies haveopen 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.NOTE 21: NONCONTROLLING INTERESTNavios LogisticsOn July 10, 2013, Navios Logistics became the sole shareholder of Hidronave by acquiring the remaining 49.0% noncontrolling interestfor a total cash consideration of $750. The transaction was considered a step acquisition (with control maintained by Navios Logistics) and was accounted foras an equity transaction.Navios AsiaOn May 14, 2013, Navios Holdings formed Navios Asia. As of December 31, 2013, Navios Asia was owned 51.0% by DiesisShipmanagement Ltd., a wholly owned subsidiary of Navios Holdings. During the years ended December 31, 2013 and 2014, the Company recorded incomeof $145 and $182, respectively, in the statement of comprehensive (loss)/income within the caption “Net loss/(income) attributable to the noncontrollinginterest”. The noncontrolling shareholders’ contribution for the acquisition of the N Amalthia, including working capital needs, and N Bonanza in December2013 and January 2014 was $3,905 and 3,484, respectively. In May 2014, Navios Holdings became the sole shareholder of Navios Asia by acquiring theremaining 49.0% for a total cash consideration of $10,889. F-66 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) NOTE 22: INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIESDuring the year ended December 31, 2013, the Company received shares of Korea Line Corporation (“KLC”), and during the year endedDecember 31, 2015, the Company received shares of Pan Ocean Co. Ltd (“STX”) as partial compensation for the claims filed under the Korean court for allunpaid amounts in respect of the employment of the Company’s vessels. The shares were valued at fair value upon the day of issuance. As of December 31,2015 and 2014, the Company retained a total of 344,649 and 314,077 KLC and STX shares, respectively.The shares received from KLC and STX were accounted for under the guidance for available-for-sale securities (the “AFS Securities”). TheCompany has no other types of available-for-sale securities.As of December 31, 2015 and 2014, the carrying amount of the available-for-sale securities related to KLC and STX was $5,173 and $6,701,respectively. The unrealized holding losses related to these AFS Securities included in “Accumulated other comprehensive loss” were $445, $578 and$11,172 as of December 31, 2015, 2014 and 2013, respectively. As of September 30, 2015 and June 30, 2014, the Company considered the decline in fairvalue of the KLC shares as “other-than-temporary” and therefore, recognized a loss out of accumulated other comprehensive income /(loss) of $1,783 and$11,553, respectively. The respective loss was included within the caption “Other expense” in the accompanying consolidated statement of comprehensive(loss)/ income/. There were no OTTI losses recognized during the year ended December 31, 2013.NOTE 23: OTHER INCOME – OTHER EXPENSEDuring the year ended December 31, 2013, the Company received shares of KLC as discussed in Note 22 above, which were valued at fair valueupon the day of issuance. As a result of the valuation of the KLC shares and settlement in full of KLC’s claims, the Company also recorded income of$14,995 in the statement of comprehensive (loss)/income within the caption “Other income”.As of March 25, 2014, the Company terminated the amended credit default insurance policy, it had in place with a credit default insurer. Inconnection with the termination, Navios Holdings received compensation of $4,044. From the total compensation, $3,551 was recorded immediately in thestatement of other comprehensive (loss)/income within the caption “Other income” and the remaining amount within the caption “Revenue”, representingreimbursements for insurance claims submitted for the period prior to the date of the termination of the credit default insurance policy. The Company has nofuture requirement to repay any of the lump sum cash payment back to the insurance company or provide any further services.In May 2014, Navios Holdings received cash compensation of $7,203 from the sale of a defaulted counterparty claim to an unrelated third party.Navios Holdings has no continuing obligation to provide any further services to the counterparty and has therefore recognized the entire compensationreceived immediately in the statement of comprehensive (loss)/income within the caption of “Other income”.See also Note 15, for details on the claim submitted under Navios Partners Guarantee.During the years ended December 31, 2015, 2014 and 2013, taxes other than income taxes of Navios Logistics amounted to $11,976, $9,275 and$7,912, respectively, and were included in the statements of comprehensive (loss)/income within the caption “Other expense”. F-67 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) NOTE 24: OTHER FINANCIAL INFORMATIONThe Company’s 2019 Notes, are fully and unconditionally guaranteed on a joint and several basis by all of the Company’s subsidiaries with theexception of Navios Maritime Finance II (US) Inc., Navios Maritime Finance (US) Inc., Navios Logistics and its subsidiaries and Navios GP L.L.C. Thesubsidiary guarantees are “full and unconditional”, except that the indenture provides for an individual subsidiary’s guarantee to be automatically releasedin certain customary circumstances, such as when a subsidiary is sold or all of the assets of the subsidiary are sold, the capital stock is sold, when thesubsidiary is designated as an “unrestricted subsidiary” for purposes of the indenture, upon liquidation or dissolution of the subsidiary or upon legal orcovenant defeasance or satisfaction and discharge of the 2019 Notes. All subsidiaries, except for the non-guarantor Navios Logistics and its subsidiaries, are100% owned.The Company revised the classification of certain amounts in its consolidated balance sheet, for the year ended December 31, 2014. See Note2(a) “Change in Accounting Principle” for amounts reclassified.These condensed consolidated statements of Navios Holdings, the guarantor subsidiaries and the non-guarantor subsidiaries have been preparedin accordance on an equity basis as permitted by U.S. GAAP. NaviosMaritimeHoldings Inc.Issuer GuarantorSubsidiaries NonGuarantorSubsidiaries Eliminations Total Statement of comprehensive (loss)/income for the year ended December 31,2015 Revenue $— $229,772 $251,048 $— $480,820 Administrative fee revenue from affiliates — 16,177 — — 16,177 Time charter, voyage and logistics business expenses — (177,507) (70,375) — (247,882) Direct vessel expenses — (46,142) (82,026) — (128,168) General and administrative expenses incurred on behalf of affiliates — (16,177) — — (16,177) General and administrative expenses (7,435) (12,740) (14,008) — (34,183) Depreciation and amortization (2,769) (89,572) (27,969) — (120,310) Interest expense and finance cost, net (72,924) (11,344) (26,513) — (110,781) Other expense, net (60) (18,671) (11,470) — (30,201) Loss before equity in net earnings of affiliated companies (83,188) (126,204) 18,687 — (190,705) Loss from subsidiaries (105,102) 14,194 — 90,908 — Equity in net earnings of affiliated companies 54,178 5,326 1,980 — 61,484 Loss before taxes (134,112) (106,684) 20,667 90,908 (129,221) Income tax benefit/ (expense) — (397) 3,551 — 3,154 Net loss (134,112) (107,081) 24,218 90,908 (126,067) Less: Net income attributable to the noncontrolling interest — — (8,045) — (8,045) Net loss attributable to Navios Holdings common stockholders $(134,112) $(107,081) $16,173 $90,908 $(134,112) Other Comprehensive income Unrealized holding loss on investments in available-for-sale securities $(1,649) $(1,649) $— $1,649 $(1,649) Reclassification to earnings 1,782 1,782 — (1,782) 1,782 Total other comprehensive income $133 $133 $— $(133) $133 Total comprehensive loss $(133,979) $(106,948) $24,218 $90,775 $(125,934) Comprehensive (income)/loss attributable to noncontrolling interest — — (8,045) — (8,045) Total comprehensive loss attributable to Navios Holdings commonstockholders $(133,979) $(106,948) $16,173 $90,775 $(133,979) F-68 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) NaviosMaritimeHoldings Inc.Issuer GuarantorSubsidiaries NonGuarantorSubsidiaries Eliminations Total Statement of comprehensive (loss)/income for the year endedDecember 31, 2014 Revenue $— $300,242 $268,774 $— $569,016 Administrative fee revenue from affiliates — 14,300 — — 14,300 Time charter, voyage and logistics business expenses — (157,640) (105,664) — (263,304) Direct vessel expenses — (52,039) (78,025) — (130,064) General and administrative expenses incurred on behalf of affiliates — (14,300) — — (14,300) General and administrative expenses (10,343) (20,483) (14,764) — (45,590) Depreciation and amortization (2,811) (76,792) (25,087) — (104,690) Interest expense and finance cost, net (73,272) (7,327) (27,546) — (108,145) Loss on bond extinguishment — — (27,281) — (27,281) Other income/(expense), net 72 (2,357) (7,388) — (9,673) Loss before equity in net earnings of affiliated companies (86,354) (16,396) (16,981) — (119,731) Loss from subsidiaries (17,418) (10,662) — 28,080 — Equity in net earnings of affiliated companies 47,569 6,555 3,627 — 57,751 Loss before taxes (56,203) (20,503) (13,354) 28,080 (61,980) Income tax (expense)/benefit — (360) 276 — (84) Net loss (56,203) (20,863) (13,078) 28,080 (62,064) Less: Net (income)/loss attributable to the noncontrolling interest — (182) 6,043 — 5,861 Net loss attributable to Navios Holdings common stockholders $(56,203) $(21,045) $(7,035) $28,080 $(56,203) Other Comprehensive loss Unrealized holding loss on investments in available-for-salesecurities $(959) $(959) $— $959 $(959) Reclassification to earnings 11,553 11,553 — (11,553) 11,553 Total other comprehensive income $10,594 $10,594 $— $(10,594) $10,594 Total comprehensive loss $(45,609) $(10,269) $(13,078) $17,486 $(51,470) Comprehensive (income)/loss attributable to noncontrollinginterest — (182) 6,043 — 5,861 Total comprehensive loss attributable to Navios Holdingscommon stockholders $(45,609) $(10,451) $(7,035) $17,486 $(45,609) F-69 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) NaviosMaritimeHoldings Inc.Issuer GuarantorSubsidiaries NonGuarantorSubsidiaries Eliminations Total Statement of comprehensive (loss)/income for the year endedDecember 31, 2013 Revenue $— $275,195 $237,084 $— $512,279 Administrative fee revenue from affiliates — 7,868 — — 7,868 Time charter, voyage and logistics business expenses — (159,225) (85,187) — (244,412)Direct vessel expenses — (37,969) (76,105) — (114,074)General and administrative expenses incurred on behalf of affiliates — (7,868) — — (7,868) General and administrative expenses (8,261) (21,756) (14,617) — (44,634)Depreciation and amortization (2,811) (71,959) (23,354) — (98,124)Interest expense and finance cost, net (76,227) (7,350) (24,929) — (108,506)Loss on bond and debt extinguishment (37,136) — — — (37,136) Loss on derivatives — (260) — — (260) Gain on sale of assets — — 18 — 18 Other income/(expense), net 10 13,578 (7,634) — 5,954 (Loss)/income before equity in net earnings of affiliated companies (124,425) (9,746) 5,276 — (128,895)Income from subsidiaries 6,320 6,202 — (12,522) — Equity in net earnings of affiliated companies 9,042 7,245 3,057 — 19,344 (Loss)/income before taxes (109,063) 3,701 8,333 (12,522) (109,551)Income tax (expense)/benefit — (294) 4,554 — 4,260 Net (loss)/income (109,063) 3,407 12,887 (12,522) (105,291)Less: Net income attributable to the noncontrolling interest — (145) (3,627) — (3,772)Net (loss)/income attributable to Navios Holdings commonstockholders $(109,063) $3,262 $9,260 $(12,522) $(109,063)Other Comprehensive loss Unrealized holding loss on investments in available-for-sale securities $(10,614) $(10,614) $— $10,614 $(10,614)Total other comprehensive loss $(10,614) $(10,614) $— $10,614 $(10,614)Total comprehensive (loss)/income $(119,677) $(7,207) $12,887 $(1,908) $(115,905)Comprehensive income attributable to noncontrolling interest — (145) (3,627) — (3,772)Total comprehensive (loss)/income attributable to Navios Holdingscommon stockholders $(119,677) $(7,352) $9,260 $(1,908) $(119,677) F-70 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Balance Sheet as of December 31, 2015 NaviosMaritimeHoldings Inc.Issuer GuarantorSubsidiaries Non GuarantorSubsidiaries Eliminations Total Current assets Cash and cash equivalents $34,152 $47,753 $81,507 $— $163,412 Restricted cash — 13,480 — — 13,480 Accounts receivable, net — 38,716 26,097 — 64,813 Intercompany receivables 10,360 38,108 74,573 (123,041) — Due from affiliate companies 4,833 7,836 — — 12,669 Prepaid expenses and other current assets 3 36,580 12,002 — 48,585 Total current assets 49,348 182,473 194,179 (123,041) 302,959 Deposits for vessels, port terminals and other fixed assets — 29,695 44,254 — 73,949 Vessels, port terminals and other fixed assets, net — 1,396,101 427,860 — 1,823,961 Investments in subsidiaries 1,636,433 285,726 — (1,922,159) — Investments in available-for-sale securities — 5,173 — — 5,173 Investments in affiliates 356,797 13,028 11,921 — 381,746 Loan receivable from affiliate companies — 16,474 — — 16,474 Other long-term assets — 21,325 22,433 — 43,758 Goodwill and other intangibles 86,793 52,829 171,171 — 310,793 Total non-current assets 2,080,023 1,820,351 677,639 (1,922,159) 2,655,854 Total assets $2,129,371 $2,002,824 $871,818 $(2,045,200) $2,958,813 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $363 $45,913 $26,329 $— $72,605 Accrued expenses and other liabilities (including related party) 33,244 54,451 15,400 — 103,095 Deferred income and cash received in advance — 6,267 7,225 — 13,492 Intercompany payables 123,041 — — (123,041) — Due to affiliate companies — 17,791 — — 17,791 Current portion of capital lease obligations — — 2,929 — 2,929 Current portion of long-term debt — 16,875 69 — 16,944 Total current liabilities 156,648 141,297 51,952 (123,041) 226,856 Long-term debt, net of current portion 983,763 213,102 367,499 — 1,564,364 Capital lease obligations, net of current portion — — 17,720 — 17,720 Unfavorable lease terms — 7,526 — — 7,526 Other long-term liabilities (including related party) and deferredincome — 19,360 1,518 — 20,878 Deferred tax liability — — 10,917 — 10,917 Total non-current liabilities 983,763 239,988 397,654 — 1,621,405 Total liabilities 1,140,411 381,285 449,606 (123,041) 1,848,261 Noncontrolling interest — — 121,592 — 121,592 Total Navios Holdings stockholders’ equity 988,960 1,621,539 300,620 (1,922,159) 988,960 Total liabilities and stockholders’ equity $2,129,371 $2,002,824 $871,818 $(2,045,200) $2,958,813 F-71 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Balance Sheet as of December 31, 2014 NaviosMaritimeHoldings Inc.Issuer GuarantorSubsidiaries NonGuarantorSubsidiaries Eliminations Total Current assets Cash and cash equivalents $98,539 $77,085 $71,932 $— $247,556 Restricted cash — 2,564 — — 2,564 Accounts receivable, net — 56,265 29,316 — 85,581 Intercompany receivables 23,567 — 71,442 (95,009) — Due from affiliate companies 4,638 22,558 — — 27,196 Prepaid expenses and other current assets 2 31,179 23,053 — 54,234 Total current assets 126,746 189,651 195,743 (95,009) 417,131 Deposits for vessels, port terminals and other fixed assets — 22,140 23,225 — 45,365 Vessels, port terminals and other fixed assets, net — 1,467,518 443,625 — 1,911,143 Investments in subsidiaries 1,622,239 271,532 — (1,893,771) — Investments in available-for-sale securities — 6,701 — — 6,701 Investments in affiliates 331,130 548 12,775 — 344,453 Long-term receivable from affiliate companies — 9,625 — — 9,625 Loan receivable from affiliate companies — 7,791 — — 7,791 Other long-term assets — 6,920 28,740 — 35,660 Goodwill and other intangibles 89,562 85,273 174,993 — 349,828 Total non-current assets 2,042,931 1,878,048 683,358 (1,893,771) 2,710,566 Total assets $2,169,677 $2,067,699 $879,101 $(1,988,780) $3,127,697 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $591 $18,399 $34,847 $— $53,837 Accrued expenses and other liabilities 33,099 49,363 24,858 — 107,320 Deferred income and cash received in advance — 6,263 6,182 — 12,445 Intercompany payables — 93,226 1,783 (95,009) — Current portion of capital lease obligations — — 1,449 — 1,449 Current portion of long-term debt — 23,214 69 — 23,283 Total current liabilities 33,690 190,465 69,188 (95,009) 198,334 Long-term debt, net of current portion 983,024 231,193 375,390 — 1,589,607 Capital lease obligations, net of current portion — — 20,911 — 20,911 Unfavorable lease terms — 22,141 — — 22,141 Other long-term liabilities and deferred income — 14,574 2,885 — 17,459 Deferred tax liability — — 12,735 — 12,735 Total non-current liabilities 983,024 267,908 411,921 — 1,662,853 Total liabilities 1,016,714 458,373 481,109 (95,009) 1,861,187 Noncontrolling interest — — 113,547 — 113,547 Total Navios Holdings stockholders’ equity 1,152,963 1,609,326 284,445 (1,893,771) 1,152,963 Total liabilities and stockholders’ equity $2,169,677 $2,067,699 $879,101 $(1,988,780) $3,127,697 F-72 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Cash flow statement for the year ended December 31, 2015 NaviosMaritimeHoldings Inc.Issuer GuarantorSubsidiaries NonGuarantorSubsidiaries Eliminations Total Net cash (used in)/provided by operating activities $(49,544) $48,038 $44,984 $— $43,478 Cash flows from investing activities Acquisition of investments in affiliates (14,668) (6,650) (1,528) — (22,846) Loan to affiliate company — (7,327) — — (7,327) Decrease in long-term receivable from affiliate companies — 10,351 — — 10,351 Dividends from affiliate companies 18,244 — — — 18,244 Deposits for vessels, port terminals and other fixed assets — (7,555) (19,158) — (26,713) Purchase of property, equipment and other fixed assets — (327) (7,881) — (8,208) Net cash provided by/(used in) in investing activities 3,576 (11,508) (28,567) — (36,499) Cash flows from financing activities Transfer (to)/from other group subsidiaries 17,183 (18,711) 1,528 — — Debt issuance costs — (50) — — (50) Repayment of long-term debt and payment of principal — (35,987) (69) — (36,056) Acquisition of treasury stock (252) — — — (252) Dividends paid (35,350) — — — (35,350) Increase in restricted cash — (11,114) — — (11,114) Payment for acquisition of intangible asset — — (6,800) — (6,800) Payments of obligations under capital leases — — (1,501) — (1,501) Net cash used in financing activities (18,419) (65,862) (6,842) — (91,123) Increase/(decrease) in cash and cash equivalents (64,387) (29,332) 9,575 — (84,144) Cash and cash equivalents, beginning of year 98,539 77,085 71,932 — 247,556 Cash and cash equivalents, end of year $34,152 $47,753 $81,507 $— $163,412 F-73 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Cash flow statement for the year ended December 31, 2014 NaviosMaritimeHoldings Inc.Issuer GuarantorSubsidiaries NonGuarantorSubsidiaries Eliminations Total Net cash (used in)/provided by operating activities $(9,357) $52,664 $13,016 $— $56,323 Cash flows from investing activities Acquisition of investments in affiliates — — (2,233) — (2,233) Loan to affiliate company — (4,465) — — (4,465) Increase in long-term receivable from affiliate companies — (5,087) — — (5,087) Dividends from affiliate companies 14,595 — — — 14,595 Deposits for vessels, port terminals and other fixed assets — (22,112) (23,225) — (45,337) Acquisition of intangible assets — — (10,200) — (10,200) Acquisition of vessels — (123,541) — — (123,541) Purchase of property, equipment and other fixed assets (15) (172) (68,433) — (68,620) Net cash provided by/(used in) in investing activities 14,580 (155,377) (104,091) — (244,888) Cash flows from financing activities Transfer (to)/from other group subsidiaries (71,968) 69,731 2,237 — — Issuance of common stock 643 — — — 643 Net proceeds from issuance of preferred stock 163,602 — — — 163,602 Proceeds from long-term loans, net of debt issuance costs — 71,027 — — 71,027 Proceeds from issuance of senior notes, net of debt issuance costs — — 365,668 — 365,668 Repayment of long-term debt and payment of principal — (20,692) (69) — (20,761) Repayment of senior notes — — (290,000) — (290,000) Contribution from noncontrolling shareholders — 3,484 — — 3,484 Dividends paid (32,730) — — — (32,730) Increase in restricted cash — (355) — — (355) Acquisition of noncontrolling interest — (10,889) — — (10,889) Payments of obligations under capital leases — — (1,399) — (1,399) Net cash provided by financing activities 59,547 112,306 76,437 — 248,290 Increase/(decrease) in cash and cash equivalents 64,770 9,593 (14,638) — 59,725 Cash and cash equivalents, beginning of year 33,769 67,492 86,570 — 187,831 Cash and cash equivalents, end of year $98,539 $77,085 $71,932 $— $247,556 F-74 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) Cash flow statement for the year ended December 31, 2013 NaviosMaritimeHoldings Inc.Issuer GuarantorSubsidiaries NonGuarantorSubsidiaries Eliminations Total Net cash (used in)/provided by operating activities $(58,695) $105,317 $13,127 $— $59,749 Cash flows from investing activities Acquisition of investments in affiliates (160,001) (4,750) (3,168) — (167,919) Acquisition of intangible assets — — (2,092) — (2,092)(Increase)/decrease in long-term receivable from affiliate companies (4,065) 18,973 — — 14,908 Loan to affiliate company — (2,660) — — (2,660)Loan repayment from affiliate company 35,000 — — — 35,000 Dividends from affiliate companies 10,126 — — — 10,126 Deposits for vessels, port terminals and other fixed assets — — (31,398) — (31,398) Acquisition of vessels — (85,699) — — (85,699) Purchase of property, equipment and other fixed assets — (839) (27,998) — (28,837)Net cash used in investing activities (118,940) (74,975) (64,656) — (258,571)Cash flows from financing activities Transfer from/(to) other group subsidiaries 42,562 (47,099) 4,537 — — Issuance of common stock 551 — — — 551 Proceeds from issuance of ship mortgage and senior notes includingpremium, net of debt issuance costs 635,291 — 90,195 — 725,486 Proceeds from long-term loans, net of debt issuance costs — 50,345 — — 50,345 Repayment of long-term debt and payment of principal (46,086) (111,073) (69) — (157,228)Repayment of ship mortgage notes (488,000) — — — (488,000) Contribution from noncontrolling shareholders — 3,905 — — 3,905 Acquisition of noncontrolling interest — — (750) — (750) Decrease in restricted cash 14,278 7,956 — — 22,234 Payments of obligations under capital leases — — (1,353) — (1,353)Dividends paid (26,405) — — — (26,405)Net cash provided by/(used in) financing activities 132,191 (95,966) 92,560 — 128,785 (Decrease)/increase in cash and cash equivalents (45,444) (65,624) 41,031 — (70,037)Cash and cash equivalents, beginning of year 79,213 133,116 45,539 — 257,868 Cash and cash equivalents, end of year $33,769 $67,492 $86,570 $— $187,831 F-75 Table of ContentsNAVIOS MARITIME HOLDINGS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. dollars — except share data) NOTE 25: SUBSEQUENT EVENTS a)On January 12, 2016, Navios Holdings took delivery of the Navios Sphera, a 2016-Japanese built 84,872 dwt Panamax vessel, and Navios Mars, a2016-Japanese built 181,259 dwt Capesize vessel, for a remaining purchase price of $58,660, of which $39,900 was financed through a new loan withDVB Bank, and the balance with available cash. See Note 8. b)In January 2016, the Company prepaid installments due in 2016 under certain of its senior secured credit facilities amounting to $5,931. See Note 8. c)On March 23, 2016, Navios Holdings received a dividend of $3,649 from Navios Acquisition for the fourth quarter of 2015. d)In March 2016, Navios Holdings entered into a $50,000 credit facility with Navios Acquisition which was available for multiple drawings up to a limitof $50,000. The facility had a margin of LIBOR plus 300 bps and a maturity until December 2018. On April 14, 2016, the facility was terminated. Noborrowings had been made under the facility. e)On March 30, 2016, Navios Logistics received a message from Vale International stating that Vale International will not be performing the servicecontract entered into between CNSA and Vale International on September 27, 2013 for the iron ore port facility currently under construction in NuevaPalmira, Uruguay. While Navios Logistics believes that Vale International’s position is without merit and that the contract remains in force, noassurances can be provided that Vale International will finally perform the contract, failing which, Navios Logistics will take legal measures to enforceits entitlement to damages in accordance with the contract terms. If Vale International fails to perform the contract, there may be a significant impact onNavios Logistics’ business. F-76 Exhibit 4.47TERMINATION OF LOAN AGREEMENTTERMINATION OF LOAN AGREEMENT, dated as of April 14, 2016 (this “Termination”), among Navios Maritime Holdings Inc., a Marshall Islandscorporation (the “Borrower”) and Navios Maritime Acquisition Corporation, a Marshall Islands corporation, as lender (in such capacity, the “Lender”).W I T N E S S E T H:WHEREAS, the Borrower and Lender entered into that certain agreement, dated as of March 9, 2016 (the “Loan Agreement”), pursuant to which theLender agreed to make loans under a $50,000,000 revolving loan facility to the Borrower upon the terms and subject to the conditions set forth therein;WHEREAS, Clause 15.1 of the Loan Agreement provides that any term of the Loan Agreement may be amended with the agreement of the Lender andthe Borrower;WHEREAS, the Board of Directors of each of the Borrower and Lender have determined that it is in the best interest of its respective companies toterminate the Loan Agreement;NOW, THEREFORE, the Borrower and the Lender each hereby agrees as follows: 1.Amendment to Clause 5.3. Clause 5.3 of the Loan Agreement is hereby amended to add the following sentence to the end of Clause 5.3:“The Borrower and NNA may immediately terminate this Agreement at any time by written agreement between the parties.” 2.Agreement to Terminate. The Borrower and the Lender hereby agree to terminate the Loan Agreement as of the date hereof. 3.Counterparts. This Termination may be executed by one or more of the parties hereto on any number of separate counterparts and all ofsaid counterparts taken together shall be deemed to constitute one and the same instrument.Unless otherwise defined herein, terms that are defined in the Loan Agreement and used herein are so used as so defined. IN WITNESS WHEREOF, the undersigned have caused this Termination to be duly executed and delivered as of the date first above written.NAVIOS MARITIME HOLDINGS INC., as BorrowerBy: /s/ Vasiliki Papaefthymiou Name: Vasiliki Papaefthymiou Title: Executive Vice President-LegalNAVIOS MARITIME ACQUISITIONCORPORATION, as LenderBy: /s/ Leonidas Korres Name: Leonidas Korres Title: Chief Financial Officer Exhibit 8.1List of Subsidiaries Navios Maritime Holdings Inc.Subsidiaries included in the consolidation: Company Name Nature OwnershipInterest Country ofIncorporationNavios Maritime Holdings Inc. Holding Company Marshall Is.Navios Corporation Sub-Holding Company 100% Marshall Is.Navios International Inc. Operating Company 100% Marshall Is.Navimax Corporation Operating Company 100% Marshall Is.Navios Handybulk Inc. Operating Company 100% Marshall Is.Hestia Shipping Ltd. Operating Company 100% MaltaAnemos Maritime Holdings Inc. Sub-Holding Company 100% Marshall Is.Navios ShipManagement Inc. Management Company 100% Marshall Is.NAV Holdings Limited Sub-Holding Company 100% MaltaKleimar N.V. Operating Company/Vessel Owning Company/Management Company 100% BelgiumKleimar Ltd. Operating Company 100% Marshall Is.Bulkinvest S.A. Operating Company 100% LuxembourgPrimavera Shipping Corporation Operating Company 100% Marshall Is.Ginger Services Co. Operating Company 100% Marshall Is.Aquis Marine Corp. Sub-Holding Company 100% Marshall Is.Navios Tankers Management Inc. Management Company 100% Marshall Is.Astra Maritime Corporation Vessel Owning Company 100% Marshall Is.Achilles Shipping Corporation Operating Company 100% Marshall Is.Apollon Shipping Corporation Operating Company 100% Marshall Is.Herakles Shipping Corporation Operating Company 100% Marshall Is.Hios Shipping Corporation Operating Company 100% Marshall Is.Ionian Shipping Corporation Operating Company 100% Marshall Is.Kypros Shipping Corporation Operating Company 100% Marshall Is.Meridian Shipping Enterprises Inc. Vessel Owning Company 100% Marshall Is.Mercator Shipping Corporation Vessel Owning Company 100% Marshall Is.Arc Shipping Corporation Vessel Owning Company 100% Marshall Is.Horizon Shipping Enterprises Corporation Vessel Owning Company 100% Marshall Is.Magellan Shipping Corporation Vessel Owning Company 100% Marshall Is.Aegean Shipping Corporation Operating Company 100% Marshall Is.Star Maritime Enterprises Corporation Vessel Owning Company 100% Marshall Is.Corsair Shipping Ltd. Vessel Owning Company 100% Marshall IsRowboat Marine Inc. Operating Company 100% Marshall IsBeaufiks Shipping Corporation Operating Company 100% Marshall IsNostos Shipmanagement Corp. Vessel Owning Company 100% Marshall Is.Portorosa Marine Corp. Operating Company 100% Marshall Is.Shikhar Ventures S.A. Vessel Owning Company 100% LiberiaSizzling Ventures Inc. Operating Company 100% LiberiaRheia Associates Co. Operating Company 100% Marshall Is.Taharqa Spirit Corp. Operating Company 100% Marshall Is.Rumer Holding Ltd. Vessel Owning Company 100% Marshall Is.Pharos Navigation S.A. Vessel Owning Company 100% Marshall Is.Pueblo Holdings Ltd. Vessel Owning Company 100% Marshall Is.Quena Shipmanagement Inc. Operating Company 100% Marshall Is.Aramis Navigation Inc. Vessel Owning Company 100% Marshall Is.White Narcissus Marine S.A. Vessel Owning Company 100% Panama Company Name Nature OwnershipInterest Country ofIncorporationNavios GP L.L.C. Operating Company 100% Marshall Is.Red Rose Shipping Corp. Vessel Owning Company 100% Marshall Is.Highbird Management Inc. Vessel Owning Company 100% Marshall Is.Ducale Marine Inc. Vessel Owning Company 100% Marshall Is.Vector Shipping Corporation Vessel Owning Company 100% Marshall Is.Faith Marine Ltd. Vessel Owning Company 100% LiberiaNavios Maritime Finance (US) Inc. Operating Company 100% DelawareNavios Maritime Finance II (US) Inc. Operating Company 100% DelawareTulsi Shipmanagement Co. Operating Company 100% Marshall Is.Cinthara Shipping Ltd. Operating Company 100% Marshall Is.Rawlin Services Co. Operating Company 100% Marshall Is.Mauve International S.A. Operating Company 100% Marshall Is.Serenity Shipping Enterprises Inc. Vessel Owning Company 100% Marshall Is.Mandora Shipping Ltd Vessel Owning Company 100% Marshall Is.Solange Shipping Ltd. Vessel Owning Company 100% Marshall Is.Diesis Ship Management Ltd. Operating Company 100% Marshall Is.Navios Holdings Europe Finance Inc. Sub-Holding Company 100% Marshall Is.Navios Asia LLC Sub-Holding Company 100% Marshall Is.Iris Shipping Corporation Vessel Owning Company 100% Marshall Is.Jasmine Shipping Corporation Vessel Owning Company 100% Marshall Is.Emery Shipping Corporation Vessel Owning Company 100% Marshall Is.Lavender Shipping Corporation Vessel Owning Company 100% Marshall Is.Esmeralda Shipping Corporation Vessel Owning Company 100% Marshall Is.Triangle Shipping Corporation Vessel Owning Company 100% Marshall Is.Roselite Shipping Corporation Operating Company 100% Marshall Is.Smaltite Shipping Corporation Operating Company 100% Marshall Is.All subsidiaries included in the consolidated financial statements are 100% owned, except for Navios Logistics and its subsidiaries, which is 63.8% owned.Affiliates included in the financial statements accounted for under the equity methodIn the consolidated financial statements of Navios Holdings, the following entities are included as affiliates and are accounted for under the equity methodfor such periods: (i) Navios Partners and its subsidiaries (ownership interest as of December 31, 2015 was 20.1%, which includes a 2.0% general partnerinterest); (ii) Navios Acquisition and its subsidiaries (economic interest as of December 31, 2015 was 46.6%); (iii) Acropolis Chartering and Shipping Inc.(“Acropolis”) (economic interest as of December 31, 2015 was 35.0%); (iv) Navios Europe I and its subsidiaries (economic interest as of December 31, 2015was 47.5%); and (v) Navios Europe II and its subsidiaries (economic interest as of December 31, 2015 was 47.5%) . Exhibit 12.1CERTIFICATION OF CHIEF EXECUTIVE OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Angeliki Frangou, certify that:1. I have reviewed this annual report on Form 20-F of Navios Maritime Holdings Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; andd) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annualreport that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: April 25, 2016 /s/ Angeliki FrangouAngeliki FrangouChief Executive Officer(Principal Executive Officer) Exhibit 12.2CERTIFICATION OF CHIEF FINANCIAL OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, George Achniotis, certify that:1. I have reviewed this annual report on Form 20-F of Navios Maritime Holdings Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; andd) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annualreport that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: April 25, 2016 /s/ George AchniotisGeorge AchniotisChief Financial Officer(Principal Financial Officer) Exhibit 13.1CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICERPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each ofthe undersigned officers of Navios Maritime Holdings Inc. (the “Company”) does hereby certify, to such officers’ knowledge, that:(i) the Annual Report on Form 20-F for the year ended December 31, 2015 (the “Report”) of the Company fully complies with the requirements ofSection 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 25, 2016 /s/ Angeliki Frangou Angeliki Frangou Chief Executive OfficerDate: April 25, 2016 /s/ George Achniotis George Achniotis Chief Financial Officer Exhibit 15.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-189231) and S-8 (Nos. 333-147186 and 333-202141) of Navios Maritime Holdings Inc. of our report dated April 25, 2016 relating to the financial statements and the effectiveness of internal control overfinancial reporting, which appears in this Form 20-F./s/ PricewaterhouseCoopers S.A.Athens, GreeceApril 25, 2016 Exhibit 15.2CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-189231) and S-8 (Nos. 333-147186 and 333-202141) of Navios Maritime Holdings Inc. of our report dated March 22, 2016 related to the financial statements of Navios Maritime AcquisitionCorporation, which appears in this Form 20-F. /s/ PricewaterhouseCoopers S.A.Athens, GreeceApril 25, 2016 Exhibit 15.3CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-189231) and S-8 (Nos. 333-147186 and 333-202141) of Navios Maritime Holdings Inc. of our report dated March 23, 2016 related to the financial statements of Navios Maritime Partners L.P., whichappears in this Form 20-F./s/ PricewaterhouseCoopers S.A.Athens, GreeceApril 25, 2016 Exhibit 15.4INDEX Page NAVIOS MARITIME PARTNERS L.P. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2015 AND DECEMBER 31, 2014 F-3 CONSOLIDATED STATEMENTS OF INCOME FOR EACH OF THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 F-4 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 F-5 CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL FOR EACH OF THE YEARS ENDED DECEMBER 31, 2015, 2014AND 2013 F-6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS F-7 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Partners ofNavios Maritime Partners L.P.:In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, changes in partners’ capital, and cash flowspresent fairly, in all material respects, the financial position of Navios Maritime Partners L.P. and its subsidiaries (the “Company”) at December 31, 2015 and2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accountingprinciples generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with thestandards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting 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./s/ PricewaterhouseCoopers S.A.Athens, GreeceMarch 23, 2016 F-2 NAVIOS MARITIME PARTNERS L.P.CONSOLIDATED BALANCE SHEETS(Expressed in thousands of U.S. Dollars except unit data) Notes December 31,2015 December 31,2014 ASSETS Current assets Cash and cash equivalents 3 $26,750 $99,495 Restricted cash 3 7,789 954 Accounts receivable, net 4 3,999 13,278 Prepaid expenses and other current assets 5 1,297 1,470 Total current assets 39,835 115,197 Vessels, net 6 1,230,049 1,139,426 Deposits for vessels acquisitions 6 — 10 Deferred drydock and special survey costs, net and other long-term assets 22,232 8,750 Investment in affiliates 18 1,315 521 Loans receivable from affiliates 17 1,521 750 Intangible assets 7 55,339 74,055 Total non-current assets 1,310,456 1,223,512 Total assets $1,350,291 $1,338,709 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities Accounts payable 8 $2,706 $3,824 Accrued expenses 9 2,516 3,623 Deferred revenue 4,290 4,310 Current portion of long-term debt 10 23,336 16,435 Amounts due to related parties 17 8,680 1,880 Total current liabilities 41,528 30,072 Long-term debt, net of current portion and discount 10 574,742 559,539 Deferred revenue 1,806 — Total non-current liabilities 576,548 559,539 Total liabilities 618,076 589,611 Commitments and contingencies 15 — — Partners’ capital: Common Unitholders (83,079,710 and 77,359,163 units issued and outstanding at December 31, 2015 andDecember 31, 2014, respectively) 12 728,046 744,075 General Partner (1,695,509 and 1,578,763 units issued and outstanding at December 31, 2015 andDecember 31, 2014, respectively) 12 4,169 5,023 Total partners’ capital 732,215 749,098 Total liabilities and partners’ capital $1,350,291 $1,338,709 See notes to consolidated financial statements F-3 NAVIOS MARITIME PARTNERS L.P.CONSOLIDATED STATEMENTS OF INCOME(Expressed in thousands of U.S. Dollars except unit and per unit data) Notes Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Time charter and voyage revenues (includes related party revenue of $38,809,$27,444 and $23,738 for the years ended December 31, 2015, 2014 and 2013,respectively) 13,17 $223,676 $227,356 $198,159 Time charter and voyage expenses (7,199) (15,390) (14,943)Direct vessel expenses (4,043) (761) — Management fees (entirely through related parties transactions) 17 (56,504) (50,359) (36,173)General and administrative expenses 17 (7,931) (7,839) (6,305)Depreciation and amortization 6,7 (75,933) (95,822) (77,505)Interest expense and finance cost, net 10 (31,720) (28,761) (16,910)Interest income 222 243 50 Other income 20 5,232 47,935 13,730 Other expense (3,995) (1,749) (1,097)Net income $41,805 $74,853 $59,006 Earnings per unit (see note 19): Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Earnings per unit: Common unit (basic and diluted) $0.48 $0.93 $0.84 See notes to consolidated financial statements F-4 NAVIOS MARITIME PARTNERS L.P.CONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in thousands of U.S. Dollars) Notes Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 OPERATING ACTIVITIES Net income $41,805 $74,853 $59,006 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,7 75,933 95,822 77,505 Amortization and write-off of deferred financing cost and discount 3,727 3,091 4,035 Amortization of deferred drydock and special survey costs 4,043 761 — Changes in operating assets and liabilities: Net increase/(decrease) in restricted cash (426) 223 (2) Decrease/(increase) in accounts receivable 9,279 3,020 (8,520)Decrease/(increase) in prepaid expenses and other current assets 173 193 (1,069) Decrease/(increase) in other long-term assets 20 (9) 188 Payments for dry dock and special survey costs (17,545) (9,429) — (Decrease)/increase in accounts payable (1,118) 653 1,081 (Decrease)/increase in accrued expenses (1,107) (253) 277 Increase/(decrease) in deferred revenue 1,786 1,313 (6,115) Increase/(decrease) in amounts due to related parties 6,800 1,423 (21,544) Net cash provided by operating activities 123,370 171,661 104,842 INVESTING ACTIVITIES: Acquisition of vessels 6 (147,830) (156,221) (341,193) Deposits for acquisition of vessels, net of transfers to vessel acquisitions — (10) (7,271) Investment in affiliates (794) — (500) Loans receivable from affiliates (771) (470) (280) Increase in restricted cash — — (98,179) Release of restricted cash for vessel acquisitions — 33,429 64,750 Net cash used in investing activities (149,395) (123,272) (382,673) FINANCING ACTIVITIES: Cash distributions paid 19 (132,306) (138,994) (122,382) Net proceeds from issuance of general partner units 12 1,528 2,233 3,167 Proceeds from issuance of common units, net of offering costs 12 72,090 104,499 148,022 Proceeds from long-term debt 10 79,819 56,000 434,500 Net (increase)/decrease in restricted cash 10 (6,409) — 28,354 Repayment of long-term debt and payment of principal 10 (60,696) (7,060) (201,412) Debt issuance costs (746) (918) (9,204) Net cash (used in)/provided by financing activities (46,720) 15,760 281,045 (Decrease)/increase in cash and cash equivalents (72,745) 64,149 3,214 Cash and cash equivalents, beginning of period 99,495 35,346 32,132 Cash and cash equivalents, end of period $26,750 $99,495 $35,346 Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Supplemental disclosures of cash flow information Cash interest paid $26,787 $25,870 $13,324 Non-cash financing activities Due to related parties $— $253 $— Acquisition of vessels $— $(253) $— F-5 NAVIOS MARITIME PARTNERS L.P.CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL(Expressed in thousands of U.S. Dollars except unit data) Limited Partners General Partner CommonUnitholders Total Partners’Capital Units Units Balance December 31, 2012 1,226,721 $2,090 60,109,163 $616,604 $618,694 Cash distribution paid — (4,285) — (118,097) (122,382)Proceeds from issuance of common units, net of offering costs(see note12) — — 10,925,000 148,022 148,022 Net proceeds from issuance of general partners units (see note 12) 222,960 3,167 — — 3,167 Net income — 3,057 — 55,949 59,006 Balance December 31, 2013 1,449,681 $4,029 71,034,163 $702,478 $706,507 Cash distribution paid — (4,867) — (134,127) (138,994)Proceeds from issuance of common units, net of offering costs (seenote 12) — — 6,325,000 104,499 104,499 Net proceeds from issuance of general partner units (see note 12) 129,082 2,233 — — 2,233 Net income — 3,628 — 71,225 74,853 Balance December 31, 2014 1,578,763 $5,023 77,359,163 $744,075 $749,098 Cash distribution paid — (4,362) — (127,944) (132,306) Proceeds from issuance of common units, net of offering costs (seenote 12) — — 5,720,547 72,090 72,090 Net proceeds from issuance of general partner units (see note 12) 116,746 1,528 — — 1,528 Net income — 1,980 — 39,825 41,805 Balance December 31, 2015 1,695,509 $4,169 83,079,710 $728,046 $732,215 F-6 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data)NOTE 1 – DESCRIPTION OF BUSINESSNavios Maritime Partners L.P. (“Navios Partners” or the “Company”), is an international owner and operator of dry cargo and container vessels, formed onAugust 7, 2007 under the laws of the Republic of the Marshall Islands. Navios GP L.L.C. (the “General Partner”), a wholly owned subsidiary of NaviosMaritime Holdings Inc. (“Navios Holdings”), was also formed on that date to act as the general partner of Navios Partners and received a 2.0% general partnerinterest in Navios Partners.Navios Partners is engaged in the seaborne transportation services of a wide range of dry cargo commodities including iron ore, coal, grain, fertilizer and alsocontainers, chartering its vessels under medium to long-term charters. The operations of Navios Partners are managed by Navios ShipManagement Inc., asubsidiary of Navios Holdings (the “Manager”), from its offices in Piraeus, Greece, Singapore and Monaco.Pursuant to the initial public offering (“IPO”) on November 16, 2007, Navios Partners entered into the following agreements:(a) a management agreement with the Manager (the “Management Agreement”), pursuant to which the Manager provides Navios Partners commercial andtechnical management services;(b) an administrative services agreement with the Manager (the “Administrative Services Agreement”), pursuant to which the Manager provides NaviosPartners administrative services; and(c) an omnibus agreement with Navios Holdings (the “Omnibus Agreement”), governing, among other things, when Navios Partners and Navios Holdingsmay compete against each other as well as rights of first offer on certain drybulk carriers.As of December 31, 2015, there were outstanding: 83,079,710 common units and 1,695,509 general partnership units. As of December 31, 2015, NaviosHoldings owned a 20.1% interest in Navios Partners, which included a 2.0% general partner interest.NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a)Basis of presentation: The accompanying consolidated financial statements are prepared in accordance with accounting principles generally acceptedin the United States of America (GAAP).Change in Accounting Principle: The Company historically presented deferred debt issuance costs, or fees related to directly issuing debt, as long-term assets on the consolidated balance sheets. During the first quarter of 2015, the Company adopted guidance codified in ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. The guidance simplifies the presentation of debtissuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding liability, consistent with debt discounts. Therecognition and measurement guidance for debt issuance costs is not affected. Therefore, these costs will continue to be amortized as interest expenseusing the effective interest method pursuant to ASC 835-30-35-2 through 35-3. Upon adoption, the Company applied the new guidanceretrospectively to all prior periods presented in the financial statements. The Company elected to early adopt the requirements of ASU 2015-03effective beginning the first quarter ending March 31, 2015 and applied this guidance retrospectively to all prior periods presented in the Company’sfinancial statements. F-7 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) The reclassification does not impact net income as previously reported or any prior amounts reported on the Statements of Income, or the ConsolidatedStatements of Cash Flows. The effect of the retrospective application of this change in accounting principle on the Company’s Consolidated BalanceSheets as of December 31, 2014 resulted in a reduction of Total non-current assets and Total assets in the amount of $7,305, with a correspondingdecrease of $5,102 in Long-term debt, net and Total non-current liabilities and a decrease of $2,203 in Current portion of long-term debt net and Totalcurrent liabilities. (b)Principles of consolidation: The accompanying consolidated financial statements include Navios Partners’ wholly owned subsidiaries incorporatedunder the laws of Marshall Islands, Malta, and Liberia from their dates of incorporation or, for chartered-in vessels, from the dates charter-in agreementswere in effect. All significant inter-company balances and transactions have been eliminated in Navios Partners’ consolidated financial statements.Navios Partners also consolidates entities that are determined to be variable interest entities as defined in the accounting guidance, if it determines thatit is the primary beneficiary. A variable interest entity is defined as a legal entity where either (a) equity interest holders as a group lack thecharacteristics of a controlling financial interest, including decision making ability and an interest in the entity’s residual risks and rewards, (b) theequity holders have not provided sufficient equity investment to permit the entity to finance its activities without additional subordinated financialsupport, or (c) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights toreceive 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 aninvestor that has disproportionately few voting rights.Subsidiaries: Subsidiaries are those entities in which Navios Partners has an interest of more than one half of the voting rights or otherwise has powerto govern the financial and operating policies of each subsidiary.The accompanying consolidated financial statements include the following entities and chartered-in vessels: Country ofincorporation Statements of incomeCompany name Vessel name 2015 2014 2013Libra Shipping Enterprises Corporation Navios Libra II Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Alegria Shipping Corporation Navios Alegria Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Felicity Shipping Corporation Navios Felicity Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Gemini Shipping Corporation Navios Gemini S Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Galaxy Shipping Corporation Navios Galaxy I Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Aurora Shipping Enterprises Ltd. Navios Hope Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Palermo Shipping S.A. Navios Apollon Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Fantastiks Shipping Corporation Navios Fantastiks Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Sagittarius Shipping Corporation Navios Sagittarius Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Hyperion Enterprises Inc. Navios Hyperion Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Chilali Corp. Navios Aurora II Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Surf Maritime Co. Navios Pollux Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Pandora Marine Inc. Navios Melodia Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Customized Development S.A. Navios Fulvia Liberia 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Kohylia Shipmanagement S.A. Navios Luz Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Orbiter Shipping Corp. Navios Orbiter Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Floral Marine Ltd. Navios Buena Ventura Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Golem Navigation Limited Navios Soleil Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Kymata Shipping Co. Navios Helios Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31 F-8 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) Joy Shipping Corporation Navios Joy Marshall Is. 1/01 – 12/31 1/01 – 12/31 9/11 – 12/31Micaela Shipping Corporation Navios Harmony Marshall Is. 1/01 – 12/31 1/01 – 12/31 10/11 –12/31Pearl Shipping Corporation Navios Sun Marshall Is. 1/01 – 12/31 1/18 – 12/31 —Velvet Shipping Corporation Navios La Paix Marshall Is. 1/01 – 12/31 1/07 – 12/31 —Rubina Shipping Corporation Hyundai Hongkong Marshall Is. 1/01 – 12/31 1/01 – 12/31 12/4 – 12/31Topaz Shipping Corporation Hyundai Singapore Marshall Is. 1/01 – 12/31 1/01 – 12/31 12/4 – 12/31Beryl Shipping Corporation Hyundai Tokyo Marshall Is. 1/01 – 12/31 1/01 – 12/31 12/10 –12/31Cheryl Shipping Corporation Hyundai Shanghai Marshall Is. 1/01 – 12/31 1/01 – 12/31 12/13 –12/31Christal Shipping Corporation Hyundai Busan Marshall Is. 1/01 – 12/31 1/01 – 12/31 12/16 –12/31Fairy Shipping Corporation YM Utmost Marshall Is. 1/01 – 12/31 8/29 – 12/31 —Limestone Shipping Corporation YM Unity Marshall Is. 1/01 – 12/31 10/28 –12/31 —Dune Shipping Corp. MSC Cristina Marshall Is. 4/22 – 12/31 — —Citrine Shipping Corporation — Marshall Is. — — —Chartered-in vessels Prosperity Shipping Corporation Navios Prosperity Marshall Is. 1/01 – 03/05 1/01 – 12/31 1/01 – 12/31Aldebaran Shipping Corporation Navios Aldebaran Marshall Is. 1/01 – 02/28 1/01 – 12/31 1/01 – 12/31Other JTC Shipping and Trading Ltd (*) Holding Company Malta 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Navios Maritime Partners L.P. N/A Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Navios Maritime Operating LLC N/A Marshall Is. 1/01 – 12/31 1/01 – 12/31 1/01 – 12/31Navios Partners Finance (US) Inc. Co-Borrower Delaware 1/01 – 12/31 1/01 – 12/31 6/19 –12/31Navios Partners Europe Finance Inc. Sub-Holding Company Marshall Is. 1/01 – 12/31 1/01 – 12/31 6/04 –12/31 (*)Not a vessel-owning subsidiary and only holds right to a charter-in contract. (c)Equity method investments: Affiliates are entities over which the Company generally has between 20% and 50% of the voting rights, or over whichthe Company has significant influence, but it does not exercise control. Investments in these entities are accounted for under the equity method ofaccounting. Under this method, the Company records an investment in the stock of an affiliate at cost, and adjusts the carrying amount for its share ofthe earnings or losses of the affiliate subsequent to the date of investment and reports the recognized earnings or losses in income. Dividends receivedfrom an affiliate reduce the carrying amount of the investment. The Company recognizes gains and losses in earnings for the issuance of shares by itsaffiliates, provided that the issuance of such shares qualifies as a sale of such shares. When the Company’s share of losses in an affiliate equals orexceeds its interest in the affiliate, the Company does not recognize further losses, unless the Company has incurred obligations or made payments onbehalf of the affiliate.Navios Partners evaluates its investments with equity method, for other than temporary impairment, on a quarterly basis. Consideration is given to (1) thelength of time and the extent to which the fair value has been less than the carrying value, (2) the financial condition and near-term prospects and (3) theintent and ability of the Company to retain its investments for a period of time sufficient to allow for any anticipated recovery in fair value. (d)Use of Estimates: The preparation of consolidated financial statements in conformity with the accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reportingperiods. On an on-going basis, management evaluates the estimates and judgments, including those related to future drydock dates, the selection ofuseful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, provisions necessary for accounts F-9 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) receivables, provisions for legal disputes, and contingencies. Management bases its estimates and judgments on historical experience and on variousother factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carryingvalues of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under differentassumptions and/or conditions. (e)Cash and Cash equivalents: Cash and cash equivalents consist of cash on hand, deposits held on call with banks, and other short-term liquidinvestments with original maturities of three months or less. (f)Restricted Cash: Restricted cash includes an amount of $4,184 held in retention and pledged accounts as required by Navios Partners’ credit facilities.As of December 31, 2015 and 2014, the restricted cash held in retention accounts was $7,789 and $954, respectively. (g)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 assessedindividually for purposes of determining the appropriate provision for doubtful accounts. The allowance for doubtful accounts as of December 31,2015 and 2014 was $0 and $49, respectively. (h)Vessels, net: Vessels are stated at historical cost, which consists of the contract price and any material expenses incurred upon acquisition(improvements and delivery expenses). Vessels acquired in an asset acquisition or in a business combination are recorded at fair value. Subsequentexpenditures for major improvements and upgrading are capitalized, provided they appreciably extend the life, increase the earning capacity orimprove the efficiency or safety of the vessels. Expenditures for routine maintenance and repairs are expensed as incurred.Depreciation is computed using the straight line method over the useful life of the vessels, after considering the estimated residual value. Managementestimates the residual values of our drybulk vessels based on a scrap value cost of steel times the weight of the ship noted in lightweight ton (LWT). Residualvalues are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons. Revisions of residual values affect thedepreciable amount of the vessels and affects depreciation expense in the period of the revision and future periods. Prior to December 31, 2012, managementestimated the residual values of its vessels based on a scrap rate of $285 per LWT. Effective January 1, 2013, following management’s reassessment afterconsidering current market trends for scrap rates and ten-year average historical scrap rates of the residual values of the Company’s vessels, the estimatedscrap value per LWT was increased to $340. This change in accounting estimate of scrap value did not materially affect the statement of income and theearnings per unit of the Company for the year ended December 31, 2013.Management estimates the useful life of drybulk and container vessels to be 25 and 30 years, respectively, from the vessel’s original construction. However,when regulations place limitations over the ability of a vessel to trade on a worldwide basis, its useful life is re-estimated to end at the date such regulationsbecome effective. (i)Deferred Drydock and Special Survey costs: Navios Partners’ vessels are subject to regularly scheduled drydocking and special surveys which aregenerally carried out every 30 or 60 months, depending on the vessels’ ages to coincide with the renewal of the related certificates issued by theclassification societies, unless a further extension is obtained in rare cases and under certain conditions. The cost of drydocking and special surveys aredeferred and amortized over the above periods or to the next drydocking or special survey date if such date has been determined. F-10 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) Costs capitalized as part of the drydocking or special survey consist principally of the actual costs incurred at the yard and expenses relating to spare parts,paints, lubricants and services incurred solely during the drydocking or special survey period. For the years ended December 31, 2015, 2014 and 2013, theamortization expense was $4,043, $761 and $0, respectively.The costs of drydocking and special surveys was included in the daily management fee of $4.65 per owned Ultra-Handymax vessel, $4.55 per ownedPanamax vessel and $5.65 per owned Capesize vessel through December 31, 2013. In each of October 2013, August 2014 and February 2015, Navios Partnersamended its existing Management Agreement with the Manager, a subsidiary of Navios Holdings, to fix the fees for ship management services of its ownedfleet at: (a) $4.00 daily rate per Ultra-Handymax vessel; (b) $4.10 daily rate per Panamax vessel; (c) $5.10 daily rate per Capesize vessel; (d) $6.50 daily rateper Container vessel of TEU 6,800; (e) $7.20 daily rate per Container vessel of more than TEU 8,000; and (f) $8.50 daily rate per very large Container vesselof more than TEU 13,000 through December 31, 2015. Drydocking expenses under this agreement are reimbursed by Navios Partners at cost at occurrence. (j)Impairment of long lived assets: Vessels, other fixed assets and other long lived assets held and used by Navios Partners are reviewed periodically forpotential 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 the “impairment or disposal of long-lived assets”, Navios Partners’ management evaluates the carrying amounts andperiods over which long-lived assets are depreciated to determine if events or changes in circumstances have occurred that would require modificationto their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, certain indicators of potential impairment,are reviewed such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions.Undiscounted projected net operating cash flows are determined for each vessel and compared to the vessel carrying value of the vessel and related carryingvalue of the intangible with respect to the time charter agreement attached to that vessel. Within the shipping industry, vessels are customarily bought andsold with a charter attached. The value of the charter may be favorable or unfavorable when comparing the charter rate to then current market rates. The lossrecognized either on impairment (or on disposition) will reflect the excess of carrying value over fair value (selling price) for the vessel asset group.During the fourth quarter of fiscal 2015, management concluded that events occurred and circumstances had changed, which indicated that potentialimpairment of Navios Partners’ long-lived assets may exist. These indicators included continued deterioration in the spot market, and the related impact ofthe current drybulk and container sector has on management’s expectation for future revenues. As a result, an impairment assessment of long-lived assets wasperformed.Navios Partners determined undiscounted projected net operating cash flows for each vessel and compared it to the vessel’s carrying value together with thecarrying value of the related intangible. The significant factors and assumptions used in the undiscounted projected net operating cash flow analysisincluded: determining the projected net operating cash flows by considering the charter revenues from existing time charters for the fixed fleet days (NaviosPartners’ remaining charter agreement rates) and an estimated daily time charter equivalent for the unfixed days (based on a combination of the NaviosPartners’ remaining charter agreement rates and the 10-year average historical one year time charter rates adjusted for outliers) over the remaining economiclife of each vessel, net of brokerage and address commissions and excluding days of scheduled off-hires, management fees fixed until December 2015 andthereafter assuming an annual increase of 3.0% and utilization rate of 98.6% based on the fleet’s historical performance. The assessment concluded that steptwo of the impairment analysis F-11 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) was not required and no impairment of vessels and the intangible assets existed as of December 31, 2015, as the undiscounted projected net operating cashflows exceeded the carrying value.In the event that impairment would occur, the fair value of the related asset would be determined and an impairment charge would be recorded to operationscalculated by comparing the asset’s carrying value to its fair value. Fair value is estimated primarily through the use of third-party valuations performed on anindividual vessel basis.Although management believes the underlying assumptions supporting this assessment are reasonable, if charter rate trends and the length of the currentmarket downturn, vary significantly from our forecasts, management may be required to perform step two of the impairment analysis in the future that couldexpose Navios Partners to material impairment charges in the future.No impairment loss was recognized for any of the periods presented. (k)Deferred Financing Cost: Deferred financing costs include fees, commissions and legal expenses associated with obtaining credit facilities. Thesecosts are amortized over the life of the related facility using the effective interest rate method, and are included in interest expense. Amortizationexpense and write-offs of deferred financing cost, including amortization of debt discount, for each of the years ended December 31, 2015, 2014 and2013 were $3,727, $3,091 and $4,035, respectively. (l)Intangible assets and liabilities: Navios Partners’ intangible assets and liabilities consist of favorable lease terms and unfavorable lease terms. Whenintangible assets or liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value is determined byreference to market data and the discounted amount of expected future cash flows. Where charter rates are higher than market charter rates, an asset isrecorded, being the difference between the acquired charter rate and the market charter rate for an equivalent vessel. Where charter rates are less thanmarket charter rates, a liability is recorded, being the difference between the assumed charter rate and the market charter rate for an equivalent vessel.The determination of the fair value of acquired assets and assumed liabilities requires Navios Partners to make significant assumptions and estimates ofmany variables including market charter rates, expected future charter rates, the level of utilization of its vessels and its weighted average cost ofcapital. The use of different assumptions could result in a material change in the fair value of these items, which could have a material impact onNavios Partners’ financial position and results of operations.The amortizable value of favorable and unfavorable leases is amortized over the remaining life of the lease term and the amortization expense is included inthe statement of income in the depreciation and amortization line item. The amortizable value of favorable leases would be considered impaired if their fairmarket values could not be recovered from the future undiscounted cash flows associated with the asset. Management, after considering various indicators,performed on impairment test which included intangible assets as described in paragraph (j) above. As of December 31, 2015, there was no impairment ofintangible assets. (m)Foreign currency translation: Navios Partners’ functional and reporting currency is the U.S. Dollar. Navios Partners engages in worldwide commercewith a variety of entities. Although, its operations may expose it to certain levels of foreign currency risk, its transactions are predominantly U.S. dollardenominated. Additionally, Navios Partners’ wholly-owned vessel subsidiaries transacted a nominal amount of their operations in Euros; however, allof the subsidiaries’ primary cash flows are U.S. dollar denominated. Transactions in currencies other than the functional currency are translated at theexchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in aforeign currency is consummated and the date on which it is either F-12 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) settled or translated, are recognized in the statement of operations. The foreign currency gains/(losses) recognized in the accompanying consolidatedstatements of income, in other income or expense, for each of the years ended December 31, 2015, 2014 and 2013 were $19, $13 and $(13),respectively. (n)Provisions: Navios Partners, in the ordinary course of its business, is subject to various claims, suits and complaints. Management, in consultation withinternal and external advisors, will provide for a contingent loss in the financial statements if the contingency had been incurred and the likelihood ofloss is deemed to be probable at the date of the financial statements and the amount of the loss can be reasonably estimated. In accordance with theaccounting for contingencies, if Navios Partners has determined that the reasonable estimate of the loss is a range and there is no best estimate withinthe range, Navios Partners will accrue the lower amount of the range. Navios Partners, through the management agreement, participates in Protectionand Indemnity (P&I) insurance coverage plans provided by mutual insurance societies known as P&I clubs. Under the terms of these plans, participantsmay be required to pay additional premiums to fund operating deficits incurred by the clubs (“additional calls”). Obligations for additional calls areaccrued annually based on announcements made by the board of Directors of each Club at the end of each policy year pertaining to collection of anyadditional calls for the ‘closed’ policy year/s. (o)Segment Reporting: Navios Partners reports financial information and evaluates its operations by charter revenues and not by the length of shipemployment for its customers. Navios Partners does not use discrete financial information to evaluate operating results for each type of charter.Management does not identify expenses, profitability or other financial information by charter type. As a result, management reviews operating resultssolely by revenue per day and operating results of the fleet and thus Navios Partners has determined that it operates under one reportable segment. (p)Revenue and Expense Recognition:Revenue Recognition: Revenue is recorded when services are rendered, under a signed charter agreement or other evidence of an arrangement, the price isfixed or determinable, and collection is reasonably assured. Revenue is generated from time charter of vessels.Voyage revenues for the transportation of cargo are recognized ratably over the estimated relative transit time of each voyage. Voyage expenses arerecognized as incurred. A voyage is deemed to commence when a vessel is available for loading and is deemed to end upon the completion of the dischargeof the current cargo. Estimated losses on voyages are provided for in full at the time such losses become evident. Under a voyage charter, a vessel is providedfor the transportation of specific goods between specific ports in return for payment of an agreed upon freight per ton of cargo.Revenues from time chartering of vessels are accounted for as operating leases and are thus recognized on a straight line basis as the average minimum leaserevenue over the rental periods of such charter agreements, as service is performed. A time charter involves placing a vessel at the charterers’ disposal for aperiod of time during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Under time charters, operating costs such asfor crews, maintenance and insurance are typically paid by the owner of the vessel.Revenues from profit-sharing are calculated at an agreed percentage of the excess of the charterer’s average daily income over an agreed amount andaccounted for on an accrual basis based on provisional amounts.Revenues are recorded net of address commissions. Address commissions represent a discount provided directly to the charterers based on a fixed percentageof the agreed upon charter rate. Since address commissions F-13 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) represent a discount (sales incentive) on services rendered by Navios Partners and no identifiable benefit is received in exchange for the considerationprovided to the charterer, these commissions are presented as a reduction of revenue.Time Charter and Voyage Expenses: Time charter and voyage expenses comprise all expenses related to each particular voyage, including time charter hirepaid and bunkers, port charges, canal tolls, cargo handling, agency fees and brokerage commissions. Time charter expenses are expensed over the period ofthe time charter and voyage expenses are recognized as incurred.Management fees: Pursuant to the amended Management Agreement, in each of October 2013, August 2014 and February 2015, the Manager, a whollyowned subsidiary of Navios Holdings, provides commercial and technical management services to Navios Partners’ vessels for a daily fee of: (a) $4.00 dailyrate per Ultra-Handymax vessel; (b) $4.10 daily rate per Panamax vessel; (c) $5.10 daily rate per Capesize vessel; (d) $6.50 daily rate per Container vessel ofTEU 6,800; (e) $7.20 daily rate per Container vessel of TEU 8,000; and (f) $8.50 daily rate per very large Container vessel of more than TEU 13,000 throughDecember 31, 2015. Drydocking expenses under this agreement are reimbursed by Navios Partners at cost at occurrence.General and administrative expenses: Pursuant to the Administrative Services Agreement dated November 16, 2007, the Manager also providesadministrative services to Navios Partners, which include bookkeeping, audit and accounting services, legal and insurance services, administrative andclerical services, banking and financial services, advisory services, client and investor relations and other. The Manager is reimbursed for reasonable costsand expenses incurred in connection with the provision of these services. Navios Partners extended the duration of its existing Administrative ServicesAgreement with the Manager pursuant to the same terms, until December 31, 2017.Deferred Revenue: Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as revenue overthe voyage or charter period.Prepaid Voyage Costs: Prepaid voyage costs relate to cash paid in advance for expenses associated with voyages. These amounts are recognized as expenseover the charter period.Inventory: Inventories, which are comprised of bunkers due to freight voyages, are valued at cost as determined on the first-in, first-out basis. (q)Financial Instruments: Financial instruments carried on the balance sheet include cash and cash equivalents, restricted cash, accounts receivables andaccounts payables, other receivables and other liabilities and long-term debt. The particular recognition methods applicable to each class of financialinstrument are disclosed in the applicable significant policy description of each item, or included below as applicable.Financial risk management: Navios Partners’ activities expose it to a variety of financial risks including fluctuations in future freight rates, time charter hirerates, and fuel prices, credit and interest rates risk. Risk management is carried out under policies approved by executive management. Guidelines areestablished for overall risk management, as well as specific areas of operations.Credit risk: Navios Partners closely monitors its exposure to customers and counter-parties for credit risk. Navios Partners has entered into the managementagreement with the Manager, pursuant to which the Manager agreed to provide commercial and technical management services to Navios Partners. Whennegotiating on F-14 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) behalf of Navios Partners’ various vessel employment contracts, the Manager has policies in place to ensure that it trades with customers and counterpartieswith an appropriate credit history.Financial instruments that potentially subject Navios Partners to concentrations of credit risk are accounts receivable and cash and cash equivalents. NaviosPartners does not believe its exposure to credit risk is likely to have a material adverse effect on its financial position, results of operations or cash flows.For the year ended December 31, 2015, our most significant counterparties were Hyundai Merchant Marine Co., Ltd., Navios Corporation and Yang MingMarine Transport Corporation, which accounted for approximately 24.0%, 17.4% and 11.4%, respectively, of total revenues. For the year endedDecember 31, 2014, Navios Partners’ customers representing 10% or more of total revenues were Hyundai Merchant Marine Co., Ltd and Navios Corporation,which accounted for 24.4% and 11.0%, respectively of total revenues. For the year ended December 31, 2013, Navios Partners’ customers representing 10%or more of total revenues were Cosco Bulk Carrier Co. Ltd., Hanjin Shipping Co. Ltd, Navios Corporation and Samsun Logix, which accounted for 23.4%,11.3%, 10.4% and 10.2%, respectively, of total revenues. No other customers accounted for 10% or more of total revenues for any of the years presented.Foreign exchange risk: Foreign currency transactions are translated into the measurement currency rates prevailing at the dates of transactions. Foreignexchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated inforeign currencies are recognized in the consolidated statements of income. (r)Cash Distribution: As per the Partnership Agreement, within 45 days following the end of each quarter, to the extent and as may be declared by theBoard, an amount equal to 100% of Available Cash with respect to such quarter shall be distributed to the partners as of the record date selected by theBoard of Directors.Available Cash: Generally means, for each fiscal quarter, all cash on hand at the end of the quarter: • less the amount of cash reserves established by the board of directors to: • provide for the proper conduct of the business (including reserve for Maintenance and Replacement Capital Expenditures) • comply with applicable law, any of Navios Partners’ debt instruments, or other agreements; or • provide funds for distributions to the unitholders and to the general partner for any one or more of the next four quarters; • plus all cash on hand on the date of determination of Available Cash for the quarter resulting from working capital borrowings made after the end of thequarter. Working capital borrowings are generally borrowings that are made under any revolving credit or similar agreement used solely for workingcapital purposes or to pay distributions to partners.Available Cash is a quantitative measure used in the publicly traded partnership investment community to assist in evaluating a partnership’s ability to makequarterly cash distributions. Available Cash is not required by US GAAP and should not be considered as an alternative to net income or any other indicatorof Navios Partners’ performance required by US GAAP.Maintenance and Replacement Capital Expenditures: Maintenance and Replacement capital expenditures are those capital expenditures required tomaintain over the long-term the operating capacity of or the revenue generated by Navios Partners’ capital assets, and expansion capital expenditures arethose capital expenditures F-15 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) that increase the operating capacity of or the revenue generated by the capital assets. To the extent, however, that capital expenditures associated withacquiring a new vessel increase the revenues or the operating capacity of our fleet, those capital expenditures would be classified as expansion capitalexpenditures. As at December 31, 2015, 2014 and 2013, Maintenance and Replacement capital expenditures reserve approved by the Board of Directors was$13,811, $24,047 and $14,593, respectively.Recent Accounting PronouncementsIn February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 will apply to bothtypes of leases – capital (or finance) leases and operating leases. According to the new Accounting Standard, lessees will be required to recognize assets andliabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016 – 02 is effective for fiscalyears beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company is currentlyassessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnotes disclosures.In February 2015, the FASB issued the ASU 2015-02, “Consolidation (Topic 810)—Amendments to the Consolidation Analysis”, which amends the criteriafor determining which entities are considered VIEs, amends the criteria for determining if a service provider possesses a variable interest in a VIE and ends thedeferral granted to investment companies for application of the VIE consolidation model. The ASU is effective for interim and annual periods beginning afterDecember 15, 2015. Early application is permitted. We do not expect the adoption of this ASU to have a material impact on the Company’s results ofoperations, financial position or cash flows, except if Navios Partners were to enter into new arrangements in 2015 that fall into the scope prior to adoption ofthis standard.In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items. This standard eliminates the concept of extraordinaryand unusual items from U.S. GAAP. The new standard is effective for annual and interim periods after December 15, 2015. Early adoption is permitted. NaviosPartners adopted this standard with effect as of January 1, 2016. The adoption of the new standard is not expected to have a material impact on NaviosPartners’ results of operations, financial position or cash flows.In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of UncertaintiesAbout an Entity’s Ability to Continue as a Going Concern. This standard requires management to assess an entity’s ability to continue as a going concern,and to provide related footnote disclosures in certain circumstances. Before this new standard, no accounting guidance existed for management on when andhow to assess or disclose going concern uncertainties. The amendments are effective for annual periods ending after December 15, 2016, and interim periodswithin annual periods beginning after December 15, 2016. Early application is permitted. We plan to adopt this standard effective January 1, 2017. Theadoption of the new standard is not expected to have a material impact on Navios Partners’ results of operations, financial position or cash flows.In May 2014, The FASB issued ASU 2014-09, Revenue from Contracts with Customers, clarifying the method used to determine the timing and requirementsfor revenue recognition on the statements of income. Under the new standard, an entity must identify the performance obligations in a contract, thetransaction price and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. The amendments inthis update also require disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cash flowarising from contracts. The new accounting guidance is effective for interim and annual periods beginning after December 15, 2016. Early adoption is notpermitted. We are currently reviewing the effect of ASU No. 2014-09 on our revenue recognition. F-16 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements and Property, Plant and Equipment changing the presentation ofdiscontinued operations on the statements of income and other requirements for reporting discontinued operations. Under the new standard, a disposal of acomponent 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 (orwill 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 ofan entity that does not qualify for discontinued operations. The new accounting guidance is effective for interim and annual periods beginning afterDecember 15, 2014. The adoption of the new standard is not expected to have a material impact on Navios Partners’ results of operations, financial positionor cash flows.NOTE 3 – CASH AND CASH EQUIVALENTSCash and cash equivalents consisted of the following: December 31,2015 December 31,2014 Cash on hand and at banks $26,332 $79,103 Short-term deposits and highly liquid funds 418 20,392 Total cash and cash equivalents $26,750 $99,495 Short-term deposits and highly liquid funds relate to amounts held in banks for general financing purposes. As of December 31, 2015, Navios Partners heldmoney market funds of $418 with duration of less than three months. As of December 31, 2014, Navios Partners held time deposits of $19,000 and moneymarket funds of $1,392 with duration of less than three months.Cash deposits and cash equivalents in excess of amounts covered by government-provided insurance are exposed to loss in the event of non-performance byfinancial institutions. Navios Partners does maintain cash deposits and equivalents in excess of government-provided insurance limits. Navios Partners alsoreduces exposure to credit risk by dealing with a diversified group of major financial institution.Restricted cash, at each of December 31, 2015 and December 31, 2014, included $7,789 and $954, respectively, which related to amounts held in retentionaccounts as required by certain of Navios Partners’ credit facilities.NOTE 4 – ACCOUNTS RECEIVABLE, NETAccounts receivable consisted of the following: December 31,2015 December 31,2014 Accounts receivable $3,999 $13,327 Less: Provision for doubtful receivables — (49) Accounts receivable, net $3,999 $13,278 F-17 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) Charges to provisions for doubtful accounts are summarized as follows: Allowance for doubtful receivables Balanceatbeginningof period Chargesto costsandexpenses Amountutilized Balanceat endofperiod Year ended December 31, 2015 $(49) $— $49 $— Year ended December 31, 2014 $(613) $— $564 $(49)Year ended December 31, 2013 $(458) $(155) $— $(613)NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETSPrepaid expenses and other current assets consisted of the following: December 31,2015 December 31,2014 Prepaid voyage costs $137 $634 Inventory 1,160 826 Other — 10 Total prepaid expenses and other current assets $1,297 $1,470 Inventories, which are comprised of bunkers due to freight voyages, are valued at cost as determined on the first-in, first-out basis.NOTE 6 – VESSELS, NET Vessels Cost AccumulatedDepreciation Net BookValue Balance December 31, 2013 $1,194,603 $(168,450) $1,026,153 Additions 163,745 (50,472) 113,273 Balance December 31, 2014 $1,358,348 $(218,922) $1,139,426 Additions 147,840 (57,217) 90,623 Balance December 31, 2015 $1,506,188 $(276,139) $1,230,049 To date, for each of the vessels purchased from Navios Holdings, the vessel acquisition was effected through the acquisition of all of the capital stock of thevessel-owning companies, which held the ownership and other contractual rights and obligations related to each of the acquired vessels, including the vesseland a charter-out contract. Management accounted for each acquisition as an asset acquisition. At the transaction date, the purchase price approximated thefair value of the assets acquired, which was determined based on a combination of methodologies including discounted cash flow analyses and independentvaluation analyses. The consideration paid, for each of these transactions, was allocated between the intangible assets (favorable lease term) and the vesselvalue.On April 22, 2015, Navios Partners acquired from an unrelated third party the MSC Cristina, a 2011 South Korean-built Container vessel of 13,100 TEU, foran acquisition cost of $147,840, of which $14,802 relates to vessel deposits paid and transferred during the year. F-18 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) On October 28, 2014, Navios Partners acquired from an unrelated third party the YM Unity, a 2006-built Container vessel of 8,204 TEU, for an acquisitioncost of $59,095.On August 29, 2014, Navios Partners acquired from an unrelated third party the YM Utmost, a 2006-built Container vessel of 8,204 TEU, for an acquisitioncost of $59,092.On January 18, 2014, Navios Partners acquired from an unrelated third party the Navios Sun, a 2005-built Panamax vessel of 76,619 dwt, for an acquisitioncost of $16,176, of which $1,583 was transferred from vessel deposits.On January 7, 2014, Navios Partners acquired from an unrelated third party the Navios La Paix, a 2014-built Ultra-Handymax vessel of 61,485 dwt, for anacquisition cost of $28,478, of which $5,688 was transferred from vessel deposits.In December 2013, Navios Partners acquired from an unrelated third party five 2006 South Korean-built Container vessels of 6,800 TEU each, consisting ofthe Hyundai Hongkong, the Hyundai Singapore, the Hyundai Tokyo, the Hyundai Shanghai and the Hyundai Busan for an acquisition cost of $276,478.Navios Partners allocated the total consideration to the fair value of the vessels, as these were the only assets acquired. There was no existing debt, charters ortechnical and commercial management agreements assumed, therefore, Navios Partners concluded that the acquisition of the Container vessels was an assetacquisition under ASC 805.On October 11, 2013, Navios Partners acquired from an unrelated third party the Navios Harmony, an 82,790 dwt 2006 Japanese-built Panamax vessel, for anacquisition cost of $17,955.On September 11, 2013, Navios Partners acquired from an unrelated third party the Navios Joy, an 181,389 dwt 2013 Japanese-built Capesize vessel, for anacquisition cost of $47,467.NOTE 7 – INTANGIBLE ASSETSIntangible assets as of December 31, 2015 and 2014 consisted of the following: Cost AccumulatedAmortization Net Book Value Favorable lease terms December 31, 2013 $248,528 $(129,123) $119,405 Additions — (23,287) (23,287)Accelerated amortization (89,541) 67,478 (22,063)Favorable lease terms December 31, 2014 $158,987 $(84,932) $74,055 Additions — (18,716) (18,716)Write-off (31,199) 31,199 — Favorable lease terms December 31, 2015 $127,788 $(72,449) $55,339 F-19 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) Amortization expense of favorable lease terms for the years ended December 31, 2015, 2014 and 2013 is presented in the following table: Year Ended December 31,2015 December 31,2014 December 31,2013 Favorable lease terms $(18,716) $(23,287) $(37,869) Acceleration of favorable lease terms — (22,063) (3,205) Total $(18,716) $(45,350) $(41,074) The aggregate amortization of the intangibles as of December 31 is estimated to be as follows: Year Amount 2016 $17,329 2017 15,809 2018 8,686 2019 6,103 2020 5,411 2021 and thereafter 2,001 $55,339 As of December 31, 2015, acquisition cost and accumulated amortization, each amounting $31,199, was written-off as the intangible asset associated with thefavorable lease that was fully amortized of the Navios Fulvia.During the year ended December 31, 2014, Navios Partners’ accelerated $22,010 of amortization of the Navios Pollux favorable lease intangible due to achange in its useful life following the termination of the credit default insurance policy (Refer to Note 20 “Other Income” for further details). The additionalamount of $53 of accelerated amortization incurred through December 31, 2014, related to the expiration of the intangible assets associated with two vesselsof our fleet.In relation to Navios Partners’ new suspension agreement, entered into in June 2013, the amount of $3,205 of the Navios Melodia favorable lease term thatcorresponded to the suspension period until April 2016 was written-off in the statement of income under the caption of “Depreciation and amortization”.Intangible assets subject to amortization are amortized using straight line method over their estimated useful lives to their estimated residual value of zero.The weighted average useful lives are 9.6 years for favorable lease terms charter out.NOTE 8 – ACCOUNTS PAYABLEAccounts payable as of December 31, 2015 and 2014 consisted of the following: December 31,2015 December 31,2014 Creditors $329 $1,571 Brokers 2,112 1,935 Insurances 149 151 Professional and legal fees 116 167 Total accounts payable $2,706 $3,824 F-20 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) NOTE 9 – ACCRUED EXPENSESAccrued expenses as of December 31, 2015 and 2014 consisted of the following: December 31,2015 December 31,2014 Accrued voyage expenses $1,411 $2,620 Accrued loan interest 864 380 Accrued legal and professional fees 241 623 Total accrued expenses $2,516 $3,623 NOTE 10 – BORROWINGSBorrowings as of December 31, 2015 and 2014 consisted of the following: December 31,2015 December 31,2014 Term Loan B facility $411,292 $433,389 Credit facilities 194,569 153,349 Total borrowings $605,861 $586,738 Less: Long-term unamortized discount (2,464) (3,459) Less: Current portion of long-term debt, net (23,336) (16,435) Less: Deferred financing costs, net (5,319) (7,305)Long-term debt, net $574,742 $559,539 In June 2013, Navios Partners completed the issuance of the $250,000 Term Loan B facility. The Term Loan B facility bears an interest rate of LIBOR plus425 basis points (“bps”) and has a five-year term with 1.0% amortization profile and was issued at 98.0% (at a discount of $5,000). Navios Partners used thenet proceeds of the Term Loan B facility to: (i) prepay $101,614 of the facility with Commerzbank AG and DVB Bank AG (the “July 2012 Credit Facility”);(ii) fully repay the outstanding balance of $41,225 of the credit facility entered with DVB Bank AG on August 8, 2012 (the “August 2012 Credit Facility”);(iii) deposit $98,179 to be held in escrow, to partially finance part of the acquisition of four new vessels, of which $47,000 was released in September 2013for the acquisition of the Navios Joy, $17,750 was released in October 2013 for the acquisition of the Navios Harmony and $33,429 was released in January2014 to finance a portion of the purchase prices of the Navios Sun and the Navios La Paix, which were delivered in January 2014; and (iv) cover fees andexpenses. The refinancing of the August 2012 Credit Facility was accounted for as a debt extinguishment in accordance with ASC470 Debt and theremaining unamortized balance of $707 was written-off from the deferred financing fees.On November 1, 2013, Navios Partners completed the issuance of a $189,500 add-on to its existing Term Loan B facility. The add-on to the Term Loan Bfacility bears the same terms as Term Loan B facility and was issued at 100%. Navios Partners used the net proceeds to partially finance the acquisition of fiveContainer vessels.On March 30, 2015 and on March 23, 2016, Navios Partners prepaid $21,000 and $3,000, respectively, of the Term Loan B facility. These prepayments werefully applied to the balloon payment. Following the prepayment of March 2015, an amount of $256 was written-off from the deferred financing fees. F-21 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) The Term Loan B facility is secured by first priority mortgages covering certain vessels owned by subsidiaries of Navios Partners, in addition to othercollateral and is guaranteed by each subsidiary of Navios Partners. The Term Loan B Agreement requires maintenance of a loan to value ratio of 0.8 to 1.0,and other restrictive covenants customary for facilities of this type (subject to negotiated exceptions and baskets), including restrictions on indebtedness,liens, acquisitions and investments, restricted payments and dispositions. The Term Loan B Agreement also provides for customary events of default,prepayment and cure provisions.As of December 31, 2015, the outstanding balance of the Term Loan B facility including the add-on was $408,828, net of discount of $2,464, and it isrepayable with a final payment of $411,292, in June 2018.On September 22, 2014, Navios Partners entered into a credit facility with ABN AMRO Bank N.V. (the “September 2014 Credit Facility”) of up to $56,000(divided into two tranches) in order to finance a portion of the purchase price payable in connection with the acquisition of the YM Utmost and the YMUnity. Each tranche of the September 2014 Credit Facility was repayable in 20 equal quarterly installments of approximately $688, with a final balloonpayment of $14,250 on the last repayment date. The maturity date of each tranche was five years after the drawdown date of such tranche. The tranches of theSeptember 2014 Credit Facility bear interest at LIBOR plus 300 bps per annum. On March 30, 2015, Navios Partners prepaid $21,312 out of $53,938outstanding on that date. Following this prepayment, an amount of $314 was written-off from the deferred financing fees. On April 8, 2015, Navios Partnersentered into a supplemental agreement (the “First Supplemental Agreement”) to its September 2014 Credit Facility with ABN AMRO Bank N.V. followingthe release and discharge of Fairy Shipping Corporation and the YM Utmost from its obligations and liabilities under the September 2014 Credit Facilitypursuant to a deed of release dated March 30, 2015. As of December 31, 2015, the outstanding balance of the loan was $29,424, and is repayable in 16consecutive quarterly installments, the first 11 of which are $1,067 and the next five are $688, with a final balloon payment of $14,250 on the last repaymentdate.On March 27, 2015, Navios Partners prepaid $2,346 of the July 2012 Credit facility and the prepayment was applied to 2015 installments. As ofDecember 31, 2015, the outstanding balance of the July 2012 Credit facility was $88,282, and it was repayable in seven installments of $3,456 and oneinstallment of $5,868, with a final balloon payment of $58,223. On January 8, 2016, Navios Partners prepaid the 2016 installments in the amount of $16,235of the July 2012 Credit facility. This payment of this facility was accounted for as debt modification in accordance with ASC470 Debt.On April 16, 2015, Navios Partners, through certain of its wholly-owned subsidiaries, entered into a term loan facility agreement of up to $164,000 (dividedinto two tranches) with HSH Nordbank AG (the “April 2015 Credit Facility”), in order to finance a portion of the purchase price payable in connection withthe acquisition of the MSC Cristina and one more super-post-panamax 13,100 TEU container vessel. In September 30, 2015, the second tranche of April 2015Credit Facility of $83,000 was cancelled. As of December 31, 2015, the outstanding balance of the April 2015 Credit facility of $76,863 was drawn onApril 20, 2015, is repayable in 26 equal consecutive quarterly installments of $1,478, with a final balloon payment of $38,431 on the last repayment date.The final maturity date is April 20, 2022. The April 2015 Credit Facility bears interest at LIBOR plus 275 bps per annum. The April 2015 Credit Facility alsorequires compliance with certain financial covenants. Among other events, it will be an event of default under this credit facility if the financial covenants arenot complied with.In May 2015, Navios Partners entered into a term loan facility with Navios Holdings of up to $60,000 (the “Navios Holdings Credit Facility”). The NaviosHoldings Credit Facility has a margin of LIBOR plus 300 bps. The final maturity date is January 2, 2017. As of December 31, 2015, there was no outstandingamount under this facility and all $60,000 remained to be drawn. F-22 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) As of December 31, 2015, the total amount available to be drawn from all Navios Partners’ credit facilities was $60,000.As of December 31, 2015, the total borrowings, net under the Navios Partners’ credit facilities were $598,078.Amounts drawn under the July 2012 Credit Facility are secured by first preferred mortgages on certain Navios Partners’ vessels and other collateral and areguaranteed by the respective vessel-owning subsidiary. Amounts drawn under the September 2014 Credit Facility and the April 2015 Credit Facility aresecured by first preferred mortgages on certain Navios Partners’ vessels and other collateral and are guaranteed by Navios Partners. The July 2012 CreditFacility, the September 2014 Credit Facility and April 2015 Credit Facility contain a number of restrictive covenants that prohibit or limit Navios Partnersfrom, among other things: incurring or guaranteeing indebtedness; entering into affiliate transactions; charging, pledging or encumbering the vessels;changing the flag, class, management or ownership of Navios Partners’ vessels; changing the commercial and technical management of Navios Partners’vessels; selling or changing the beneficial ownership or control of Navios Partners’ vessels; not maintaining Navios Holdings’ (or its affiliates) ownership inNavios Partners of at least 15.0%; and subordinating the obligations under the credit facilities to any general and administrative costs relating to the vessels,including the fixed daily fee payable under the management agreement.The July 2012 Credit Facility, the September 2014 Credit Facility and April 2015 Credit Facility also require compliance with a number of financialcovenants, including: (i) maintain a required security amount ranging over 117% to 140%; (ii) minimum free consolidated liquidity of at least the higher of$25,000 and the aggregate of interest and principal falling due during the previous six months; (iii) maintain a ratio of EBITDA to interest expense of at least2.00 : 1.00; (iv) maintain a ratio of total liabilities to total assets (as defined in our credit facilities) of less than 0.75 : 1.00; and (v) maintain a minimum networth to $135,000 for the periods prior to any distributions by the Company, whilst during the last quarter prior to any distribution declaration shouldmaintain: (a) a ratio of EBITDA to interest expense of at least 5.00 : 1.00; (b) a ratio of total liabilities to total assets (as defined in our credit facilities) of lessthan 0.65 : 1.00; and (c) a minimum net worth to $250,000. It is an event of default under the credit facilities if such covenants are not complied with inaccordance with the terms and subject to the prepayment or cure provision of each facility.As of December 31, 2015, Navios Partners was in compliance with the financial covenants of all of its credit facilities.The maturity table below reflects the principal payments due under its credit facilities for the 12-month periods ended December 31: Year Amount 2016 $26,416 2017 82,227 2018 421,093 2019 8,663 2020 20,162 2021 and thereafter 47,300 $605,861 F-23 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) NOTE 11 – FAIR VALUE OF FINANCIAL INSTRUMENTSThe carrying value amounts of many of Navios Partners’ financial instruments, including cash and cash equivalents, restricted cash, accounts receivable andaccounts payable and amounts due to related parties approximate their fair value due primarily to the short-term maturity of the related instruments.The following methods and assumptions were used to estimate the fair value of each class of financial instrument:Cash and cash equivalents and restricted cash: The carrying amounts reported in the consolidated balance sheets for interest bearing deposits and moneymarket funds approximate their fair value because of the short maturity of these investments.Other long-term debt: The book value has been adjusted to reflect the net presentation of deferred financing costs. The outstanding balance of floating rateloans continues to approximate its fair value, excluding the effect of any deferred finance costs.Term Loan B facility: The fair value of the Company’s debt is estimated based on currently available debt with similar contract terms, interest rate andremaining maturities, as well as taking into account our creditworthiness. The book value has been adjusted to reflect the net presentation of deferred financecosts.The estimated fair values of the Navios Partners’ financial instruments are as follows: December 31, 2015 December 31, 2014 Book Value Fair Value Book Value Fair Value Cash and cash equivalents $26,750 $26,750 $99,495 $99,495 Restricted cash $7,789 $7,789 $954 $954 Loans receivable from affiliates $1,521 $1,521 $750 $750 Amounts due to related parties $(8,680) $(8,680) $(1,880) $(1,880) Term Loan B facility, net $(404,977) $(406,410) $(424,252) $(431,764) Other long-term debt, net $(193,102) $(194,569) $(151,722) $(153,349) Fair Value MeasurementsThe 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 itemsdoes 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 themeasurement date. F-24 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) Level III: Inputs that are unobservable. The Company did not use any Level 3 inputs as of December 31, 2015 and December 31, 2014. Fair Value Measurements at December 31, 2015 Total Level I Level II Level III Cash and cash equivalents $26,750 $26,750 $— $— Restricted cash $7,789 $7,789 $— $— Loans receivable from affiliates $1,521 $— $1,521 $— Term Loan B facility, net(1) $(406,410) $— $(406,410) $— Other long-term debt, net(1) $(194,569) $— $(194,569) $— Fair Value Measurements at December 31, 2014 Total Level I Level II Level III Cash and cash equivalents $99,495 $99,495 $— $— Restricted cash $954 $954 $— $— Loans receivable from affiliates $750 $— $750 $— Term Loan B facility, net(1) $(431,764) $— $(431,764) $— Other long-term debt, net(1) $(153,349) $— $(153,349) $— (1)The fair value of the Company’s debt is estimated based on currently available debt with similar contract terms, interest rate and remaining maturitiesas well as taking into account our creditworthiness.NOTE 12 – ISSUANCE OF UNITSOn February 11, 2015, Navios Partners completed its public offering of 4,000,000 common units at $13.09 per unit and raised gross proceeds ofapproximately $52,360 to fund its fleet expansion. The net proceeds of this offering, including the underwriting discount and excluding offering costs of$216 were approximately $50,120. Pursuant to this offering, Navios Partners issued 81,633 general partnership units to its general partner. The net proceedsfrom the issuance of the general partnership units were $1,069. On the same date, Navios Partners completed the exercise of the option previously granted tothe underwriters in connection with the offering and issued 600,000 additional common units at the public offering price less the underwriting discount. As aresult of the exercise of the option, Navios Partners raised additional gross proceeds of $7,854 and net proceeds, including the underwriting discount, ofapproximately $7,518 and issued 12,245 additional general partnership units to its general partner. The net proceeds from the issuance of the generalpartnership units were $160. In addition, Navios Partners completed a private placement of 1,120,547 common units and 22,868 general partner units at$13.09 per unit to Navios Holdings, raising additional gross proceeds of $14,967. Following the public offering and the private placement, Navios Holdingscurrently owns a 20.1% interest in Navios Partners, which includes the 2.0% interest through Navios Partners’ general partner which Navios Holdings ownsand controls.On February 14, 2014, Navios Partners completed its public offering of 5,500,000 common units at $17.30 per unit and raised gross proceeds ofapproximately $95,150 to fund its fleet expansion. The net proceeds of this offering, including the underwriting discount and excluding offering costs of$306 were approximately $91,135. Pursuant to this offering, Navios Partners issued 112,245 general partnership units to its general partner. The net proceedsfrom the issuance of the general partnership units were $1,942. On February 18, 2014, Navios Partners completed the exercise of the option previouslygranted to the underwriters in connection with the offering and issued 825,000 additional common units at the public offering price less the underwritingdiscount. As a result of the exercise of the option, Navios Partners raised additional gross proceeds of $14,273 and net proceeds, including the underwritingdiscount, of approximately $13,670 and issued 16,837 additional general partnership units to its general partner. The net proceeds from the issuance of thegeneral partnership units were $291. F-25 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) On September 25, 2013, Navios Partners completed its public offering of 5,000,000 common units at $14.26 per unit and raised gross proceeds ofapproximately $71,300 to fund its fleet expansion. The net proceeds of this offering, including the underwriting discount and excluding offering costs of$179 were approximately $68,200. Pursuant to this offering, Navios Partners issued 102,041 general partnership units to its general partner. The net proceedsfrom the issuance of the general partnership units were $1,455. On the same date, Navios Partners completed the exercise of the option previously granted tothe underwriters in connection with the offering and issued 750,000 additional common units at the public offering price less the underwriting discount. As aresult of the exercise of the option, Navios Partners raised additional gross proceeds of $10,695. The net proceeds, including the underwriting discount, wereapproximately $10,230 and issued 15,306 additional general partnership units to its general partner. The net proceeds from the issuance of the generalpartnership units were $218.On February 6, 2013, Navios Partners completed its public offering of 4,500,000 common units at $14.15 per unit and raised gross proceeds of approximately$63,675 to fund its fleet expansion. The net proceeds of this offering, including the underwriting discount and excluding offering costs of $195 wereapproximately $60,840. Pursuant to this offering, Navios Partners issued 91,837 general partnership units to its general partner. The net proceeds from theissuance of the general partnership units were $1,299. On the same date, Navios Partners completed the exercise of the option previously granted to theunderwriters in connection with the offering and issued 675,000 additional common units at the public offering price less the underwriting discount. As aresult of the exercise of the option, Navios Partners raised additional gross proceeds of $9,551. The net proceeds, including the underwriting discount, wereapproximately $9,126 and issued 13,776 additional general partnership units to its general partner. The net proceeds from the issuance of the generalpartnership units were $195.NOTE 13 – SEGMENT INFORMATIONNavios Partners reports financial information and evaluates its operations by charter revenues. Navios Partners does not use discrete financial information toevaluate operating results for each type of charter or by sector. As a result, management reviews operating results solely by revenue per day and operatingresults of the fleet and thus Navios Partners has determined that it operates under one reportable segment.The following table sets out operating revenue by geographic region for Navios Partners’ reportable segment. Revenue is allocated on the basis of thegeographic region in which the customer is located. Drybulk and container vessels operate worldwide. Revenues from specific geographic region whichcontribute over 10% of total revenue are disclosed separately.Revenue by Geographic RegionVessels operate on a worldwide basis and are not restricted to specific locations. Accordingly, it is not possible to allocate the assets of these operations tospecific countries. Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Asia $133,542 $125,572 $119,776 Europe 70,121 64,858 48,906 North America 10,557 19,943 21,334 Australia 9,456 16,983 8,143 Total $223,676 $227,356 $198,159 F-26 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) NOTE 14 – INCOME TAXESMarshall Islands, Malta and Liberia do not impose a tax on international shipping income. Under the laws of Marshall Islands, Malta and Liberia, thecountries of the vessel-owning subsidiaries’ incorporation and vessels’ registration, the vessel-owning subsidiaries are subject to registration and tonnagetaxes which have been included in vessel operating expenses in the accompanying consolidated statements of income.In accordance with the currently applicable Greek law, foreign flagged vessels that are managed by Greek or foreign ship management companies havingestablished an office in Greece are subject to duties towards the Greek state which are calculated on the basis of the relevant vessel’s tonnage. The payment ofsaid duties exhausts the tax liability of the foreign ship owning company and the relevant manager against any tax, duty, charge or contribution payable onincome from the exploitation of the foreign flagged vessel.Pursuant to Section 883 of the Internal Revenue Code of the United States, U.S. source income from the international operation of ships is generally exemptfrom U.S. income tax if the company operating the ships meets certain incorporation and ownership requirements. Among other things, in order to qualify forthis exemption, the company operating the ships must be incorporated in a country which grants an equivalent exemption from income taxes toU.S. corporations. All the vessel-owning subsidiaries satisfy these initial criteria.In addition, these companies must meet an ownership test. The management of Navios Partners believes that this ownership test was satisfied prior to the IPOby virtue of a special rule applicable to situations where the ship operating companies are beneficially owned by a publicly traded company. Although notfree from doubt, management also believes that the ownership test will be satisfied based on the trading volume and ownership of Navios Partners’ units, butno assurance can be given that this will remain so in the future.NOTE 15 – COMMITMENTS AND CONTINGENCIESNavios Partners is involved in various disputes and arbitration proceedings arising in the ordinary course of business. Provisions have been recognized in thefinancial statements for all such proceedings where Navios Partners believes that a liability may be probable, and for which the amounts are reasonablyestimable, based upon facts known at the date the financial statements were prepared. Management believes, the ultimate disposition of these matters will beimmaterial individually and in the aggregate to Navios Partners’ financial position, results of operations or liquidity.In January 2011, Korea Line Corporation (“KLC”) which is the charterer of the Navios Melodia filed for receivership. The charter contract was affirmed andwill be performed by KLC on its original terms, following an interim suspension period until April 2016 during which Navios Partners trades the vesseldirectly.As of December 31, 2015, Navios Partners did not have any further commitments. F-27 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) NOTE 16 – LEASESThe future minimum contractual lease income (charter-out rates are presented net of commissions and assume no off–hires days) as of December 31, 2015, isas follows: Amount 2016 $187,199 2017 157,484 2018 151,472 2019 122,315 2020 106,211 2021 and thereafter 318,716 $1,043,397 NOTE 17 – TRANSACTIONS WITH RELATED PARTIES AND AFFILIATESThe Navios Holdings Credit facility: In May 2015, Navios Partners entered into the Navios Holdings Credit Facility of up to $60,000. The Navios HoldingsCredit Facility has a margin of LIBOR plus 300 bps. The final maturity date is January 2, 2017. As of December 31, 2015, there was no outstanding amountunder this facility and all $60,000 remained to be drawn.Management fees: Pursuant to the amended Management Agreement, in each of October 2013, August 2014 and February 2015, the Manager, a whollyowned subsidiary of Navios Holdings, provides commercial and technical management services to Navios Partners’ vessels for a daily fee of: (a) $4.00 dailyrate per Ultra-Handymax vessel; (b) $4.10 daily rate per Panamax vessel; (c) $5.10 daily rate per Capesize vessel; (d) $6.50 daily rate per Container vessel ofTEU 6,800; (e) $7.20 daily rate per Container vessel of more than TEU 8,000; and (f) $8.50 daily rate per very large Container vessel of more than TEU13,000 through December 31, 2015. In January 2016, Navios Partners amended its existing management agreement with the Manager to fix the fees for shipmanagement services of its owned fleet at: (a) $4.10 daily rate per Ultra-Handymax vessel; (b) $4.20 daily rate per Panamax vessel; (c) $5.25 daily rate perCapesize vessel; (d) $6.70 daily rate per Container vessel of TEU 6,800; (e) $7.40 daily rate per Container vessel of more than TEU 8,000; and (f) $8.75 dailyrate per very large Container vessel of more than TEU 13,000 through December 31, 2017. Drydocking expenses under this agreement are reimbursed byNavios Partners at cost at occurrence. Total drydocking expenses reimbursed during the year ended December 31, 2015, 2014 and 2013 were $4,043, $761and $0, respectively.Total management fees for the year ended December 31, 2015, 2014 and 2013 amounted to $56,504, $50,359 and $36,173, respectively.General and administrative expenses: Pursuant to the Administrative Services Agreement, the Manager also provides administrative services to NaviosPartners, which include bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financialservices, advisory services, client and investor relations and other. The Manager is reimbursed for reasonable costs and expenses incurred in connection withthe provision of these services. Navios Partners extended the duration of its existing Administrative Services Agreement with the Manager pursuant to thesame terms, until December 31, 2017.Total general and administrative expenses charged by Navios Holdings for the year ended December 31, 2015, 2014 and 2013 amounted to $6,205, $6,089and $4,366, respectively. F-28 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) Balance due to related parties: Included in the current liabilities as of December 31, 2015 was an amount of $8,680, which represented the current accountpayable to Navios Holdings and its subsidiaries. The balance mainly consisted of payables for drydock and special survey expenses of $5,714, managementfees outstanding of $1,203 and other receivables of $1,763. Amounts due to related parties as of December 31, 2014 was $1,880 mainly consisted of otherpayables for drydock and special survey expenses of $2,155 mitigated by other receivables of $275.Vessel Chartering: In February 2012, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Apollon, a 2000-built Ultra-Handymax vessel. The term of this charter was approximately two years, at a net daily rate of $12.50 for the first year and $13.50 for the second year, plus50/50 profit sharing based on actual earnings. In January 2014, this charter was extended for approximately six months at a net daily rate of $13.50 plus50/50 profit sharing based on actual earnings and in October 2014, this charter was further extended for approximately one year at a net daily rate of $12.50plus 50/50 profit sharing based on actual earnings. In April 2015, this charter was further extended for approximately one year at a net daily rate of $12.50plus 50/50 profit sharing based on actual earnings at the end of the period. Any adjustment by the charterers for hire expense/loss will be settled accordinglyat the end of the charter period. For this charter, for the years ended December 31, 2015, 2014 and 2013, the total revenue of Navios Partners from NaviosHoldings amounted to $4,281, $4,768 and $4,625, respectively.In May 2012, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Prosperity, a 2007-built Panamax vessel. The term ofthis charter was approximately one year with two six-month extension options granted to Navios Holdings, at a net daily rate of $12.00 plus profit sharing. InApril 2014, this charter was extended for approximately one year and the owners will receive 100% of the first $1.50 in profits above the base rate, andthereafter all profits will be split 50/50 to each party. On February 11, 2015, Navios Partners and Navios Holdings entered into a novation agreement wherebythe rights to the time charter contract of Navios Prosperity were transferred to Navios Holdings on March 5, 2015. For this charter, for the years endedDecember 31, 2015, 2014 and 2013, the total revenue of Navios Partners from Navios Holdings amounted to $771, $4,317 and $4,401, respectively.In September 2012, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Libra, a 1995-built Panamax vessel. The termof this charter is approximately three years commencing in October 2012, at a net daily rate of $12.00 plus 50/50 profit sharing based on actual earnings. InApril 2015, this charter was further extended for approximately one year at a net daily rate of $12.00 plus 50/50 profit sharing based on actual earnings at theend of the period. Any adjustment by the charterers for hire expense/loss will be settled accordingly at the end of the charter period. For this charter, for theyears ended December 31, 2015, 2014 and 2013 the total revenue of Navios Partners from Navios Holdings amounted to $4,346, $4,034 and $4,471,respectively.In May 2013, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Felicity, a 1997-built Panamax vessel. The term ofthis charter was approximately one year with two six-month extension options, at a net daily rate of $12.00 plus profit sharing. The owners will receive 100%of the first $1.50 in profits above the base rate, and thereafter all profits will be split 50/50 to each party. In February 2014, Navios Holdings exercised its firstoption to extend this charter, and in August 2014, Navios Holdings exercised its second option. In April 2015, this charter was further extended forapproximately one year at a net daily rate of $12.00 plus 50/50 profit sharing based on actual earnings at the end of the period. Any adjustment by thecharterers for hire expense/loss will be settled accordingly at the end of the charter period. For this charter, for the years ended December 31, 2015, 2014 and2013, the total revenue of Navios Partners from Navios Holdings amounted to $3,987, $4,383 and $2,848, respectively. F-29 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) In May 2013, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Aldebaran, a 2008-built Panamax vessel. The term ofthis charter was approximately six months commencing in June 2013, at a net daily rate of $11.00 plus profit sharing, with a six-month extension option. InDecember 2013, Navios Holdings exercised its option to extend this charter, at a net daily rate of $11.00 plus profit sharing. The owners will receive 100% ofthe first $2.50 in profits above the base rate, and thereafter all profits will be split 50/50 to each party. In July 2014, the Company further extended thischarter for approximately six to nine months.On February 11, 2015, Navios Partners and Navios Holdings entered into a novation agreement whereby the rights to the time charter contract of NaviosAldebaran were transferred to Navios Holdings on February 28, 2015. For this charter, for the years ended December 31, 2015, 2014 and 2013, the totalrevenue of Navios Partners from Navios Holdings amounted to $640, $4,036 and $2,293, respectively.In July 2013, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Hope, a 2005-built Panamax vessel. The term of thischarter was approximately one year, at a net daily rate of $10.00. In December 2013, Navios Holdings extended this charter for approximately six months at anet daily rate of $10.00 plus 50/50 profit sharing based on actual earnings. In January 2015, this charter was further extended for approximately one year at anet daily rate of $10.00 plus 50/50 profit sharing based on actual earnings at the end of the period. The vessel was redelivered in December 2015. Anyadjustment by the charterers for hire expense/loss will be settled accordingly at the end of the charter period. For this charter, for the years endedDecember 31, 2015, 2014 and 2013, the total revenue of Navios Partners from the subsidiary of Navios Holdings amounted to $3,139, $3,395 and $1,874,respectively.In July 2013, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Pollux, a 2009-built Capesize vessel, which wascompleted in August 2013. In August 2014, Navios Partners entered into another charter with a subsidiary of Navios Holdings for the Navios Pollux. Theterm of this charter was approximately three months which commenced in August 2014, at a daily rate of $21.3 net per day. The charter contract wascompleted in November 2014. In February 2015, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Pollux, a 2009-built Capesize vessel. The term of this charter is approximately for twelve months at a daily rate of $11.40 net per day plus 50/50 profit sharing based onactual earnings at the end of the period. Any adjustment by the charterers for hire expense/loss will be settled accordingly at the end of the charter period. Forthe years ended December 31, 2015, 2014 and 2013, the total revenue of Navios Partners from the subsidiary of Navios Holdings amounted to $3,315, $2,496and $1,509, respectively.In March 2015, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Gemini, a 1994-built Panamax vessel. The term ofthis charter is approximately nine months that commenced in March 2015, at a net daily rate of $7.60 plus 50/50 profit sharing based on actual earnings atthe end of the period. Any adjustment by the charterers for hire expense/loss will be settled accordingly at the end of the charter period. For the years endedDecember 31, 2015, 2014 and 2013, the total revenue of Navios Partners from the subsidiary of Navios Holdings amounted to $1,903, $0 and $0,respectively.In April 2015, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Hyperion, a 2004-built Panamax vessel. The term ofthis charter is approximately ten months that commenced in April 2015, at a net daily rate of $12.00 plus 50/50 profit sharing based on actual earnings at theend of the period. Any adjustment by the charterers for hire expense/loss will be settled accordingly at the end of the charter period. For the years endedDecember 31, 2015, 2014 and 2013, the total revenue of Navios Partners from the subsidiary of Navios Holdings amounted to $2,115, $0 and $0,respectively. F-30 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) In April 2015, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Soleil, a 2009-built Ultra-Handymax vessel. Theterm of this charter is approximately ten months that commenced in May 2015, at a net daily rate of $12.00 plus 50/50 profit sharing based on actual earningsat the end of the period. The vessel was redelivered in December 2015. Any adjustment by the charterers for hire expense/loss will be settled accordingly atthe end of the charter period. For the years ended December 31, 2015, 2014 and 2013, the total revenue of Navios Partners from the subsidiary of NaviosHoldings amounted to $1,892, $0 and $0, respectively.In April 2015, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Harmony, a 2006-built Panamax vessel. The term ofthis charter is approximately twelve months that commenced in May 2015, at a net daily rate of $12.00 plus 50/50 profit sharing based on actual earnings atthe end of the period. Any adjustment by the charterers for hire expense/loss will be settled accordingly at the end of the charter period. The vessel wasredelivered in December 2015. For the years ended December 31, 2015, 2014 and 2013, the total revenue of Navios Partners from the subsidiary of NaviosHoldings amounted to $2,905, $0 and $0, respectively.In April 2015, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Orbiter, a 2004-built Panamax vessel. The term ofthis charter is approximately twelve months that commenced in June 2015, at a net daily rate of $12.00 plus 50/50 profit sharing based on actual earnings atthe end of the period. Any adjustment by the charterers for hire expense/loss will be settled accordingly at the end of the charter period. For the years endedDecember 31, 2015, 2014 and 2013, the total revenue of Navios Partners from the subsidiary of Navios Holdings amounted to $2,571, $0 and $0,respectively.In April 2015, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Fantastiks, a 2005-built Capesize vessel. The term ofthis charter is approximately ten months that commenced in June 2015, at a net daily rate of $12.50 plus 50/50 profit sharing based on actual earnings at theend of the period. Any adjustment by the charterers for hire expense/loss will be settled accordingly at the end of the charter period. For the years endedDecember 31, 2015, 2014 and 2013, the total revenue of Navios Partners from the subsidiary of Navios Holdings amounted to $2,569, $0 and $0,respectively.In April 2015, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Alegria, a 2004-built Panamax vessel. The term ofthis charter is approximately twelve months that commenced in June 2015, at a net daily rate of $12.00 plus 50/50 profit sharing based on actual earnings atthe end of the period. Any adjustment by the charterers for hire expense/loss will be settled accordingly at the end of the charter period. For the years endedDecember 31, 2015, 2014 and 2013, the total revenue of Navios Partners from the subsidiary of Navios Holdings amounted to $2,203, $0 and $0,respectively.In April 2015, Navios Partners entered into a charter with a subsidiary of Navios Holdings for the Navios Sun, a 2005-built Panamax vessel. The term of thischarter is approximately ten months that commenced in July 2015, at a net daily rate of $12.00 plus 50/50 profit sharing based on actual earnings at the endof the period. Any adjustment by the charterers for hire expense/loss will be settled accordingly at the end of the charter period. For the years endedDecember 31, 2015, 2014 and 2013, the total revenue of Navios Partners from the subsidiary of Navios Holdings amounted to $2,172, $0 and $0,respectively.Share Purchase Agreements: On February 4, 2015, Navios Partners entered into a share purchase agreement with Navios Holdings pursuant to which NaviosHoldings made an investment in Navios Partners by purchasing common units, and general partnership interests (See Note 8—Issuance of Units). F-31 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) Registration Rights Agreement: On February 4, 2015, in connection with the share purchase agreement as discussed above, Navios Partners entered into aregistration rights agreement with Navios Holdings pursuant to which Navios Partners provided Navios Holdings with certain rights relating to theregistration of the common units.Revolving Loans to Navios Europe I: Navios Holdings, Navios Maritime Acquisition Corporation (“Navios Acquisition”) and Navios Partners will makeavailable to Navios Europe Inc. (“Navios Europe I”) (in each case, in proportion to their ownership interests in Navios Europe I) revolving loans up to$24,100 to fund working capital requirements (collectively, the “Navios Revolving Loans I”). See Note 18 for the Investment in Navios Europe I andrespective ownership interests.The Navios Revolving Loans I earn a 12.7% preferred distribution and are repaid from Free Cash Flow (as defined in the loan agreement) to the fullest extentpossible at the end of each quarter. There are no covenant requirements or stated maturity dates.As of December 31, 2015, Navios Partners’ portion of the outstanding amount relating to portion of the investment in Navios Europe I (5.0% of the $10,000)was $500, under the caption “Investment in affiliates” and the outstanding amount relating to the Navios Revolving Loans I capital is $749, under thecaption “Loans receivable from affiliates.” As of December 31, 2015 and December 31, 2014, the amounts undrawn from the Navios Revolving Loans I were$9,100, of which Navios Partners’ portion was $455.Revolving Loans to Navios Europe II: Navios Holdings, Navios Acquisition and Navios Partners will make available to Navios Europe (II) Inc. (“NaviosEurope II”) (in each case, in proportion to their ownership interests in Navios Europe II) revolving loans up to $38,500 to fund working capital requirements(collectively, the “Navios Revolving Loans II”). See Note 18 for the Investment in Navios Europe II and respective ownership interests.The Navios Revolving Loans II earn an 18.0% preferred distribution and are repaid from Free Cash Flow (as defined in the loan agreement) to the fullestextent possible at the end of each quarter. There are no covenant requirements or stated maturity dates.As of December 31, 2015, Navios Partners’ portion of the outstanding amount relating to portion of the investment in Navios Europe II (5.0% of the $14,000)was $700, under the caption “Investment in affiliates” and the outstanding amount relating to the Navios Revolving Loans II capital is $771, under thecaption “Loans receivable from affiliates.” As of December 31, 2015, the amount undrawn from the Navios Revolving Loans II was $23,075, of which NaviosPartners’ portion was $1,154.Others: Navios Partners has entered into an omnibus agreement with Navios Holdings (the “Partners Omnibus Agreement”) in connection with the closing ofNavios Partners’ IPO governing, among other things, when Navios Holdings and Navios Partners may compete against each other as well as rights of first offeron certain drybulk carriers. Pursuant to the Partners Omnibus Agreement, Navios Partners generally agreed not to acquire or own Panamax or Capesizedrybulk carriers under time charters of three or more years without the consent of an independent committee of Navios Partners. In addition, Navios Holdingshas agreed to offer to Navios Partners the opportunity to purchase vessels from Navios Holdings when such vessels are fixed under time charters of three ormore years.Navios Partners entered into an omnibus agreement with Navios Acquisition and Navios Holdings (the “Acquisition Omnibus Agreement”) in connectionwith the closing of Navios Acquisition’s initial vessel F-32 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) acquisition, pursuant to which, among other things, Navios Holdings and Navios Partners agreed not to acquire, charter-in or own liquid shipment vessels,except for container vessels and vessels that are primarily employed in operations in South America, without the consent of an independent committee ofNavios Acquisition. In addition, Navios Acquisition, under the Acquisition Omnibus Agreement, agreed to cause its subsidiaries not to acquire, own, operateor charter drybulk carriers subject to specific exceptions. Under the Acquisition Omnibus Agreement, Navios Acquisition and its subsidiaries granted toNavios Holdings and Navios Partners, a right of first offer on any proposed sale, transfer or other disposition of any of its drybulk carriers and related chartersowned or acquired by Navios Acquisition. Likewise, Navios Holdings and Navios Partners agreed to grant a similar right of first offer to Navios Acquisitionfor any liquid shipment vessels it might own. These rights of first offer will not apply to a (i) sale, transfer or other disposition of vessels between anyaffiliated subsidiaries, or pursuant to the terms of any charter or other agreement with a counterparty, or (ii) merger with or into, or sale of substantially all ofthe assets to, an unaffiliated third party.In connection with the Navios Maritime Midstream Partners L.P. (“Navios Midstream”) initial public offering and effective November 18, 2014, NaviosPartners entered into an omnibus agreement with Navios Midstream, Navios Acquisition and Navios Holdings pursuant to which Navios Acquisition, NaviosHoldings and Navios Partners have agreed not to acquire or own any VLCCs, crude oil tankers, refined petroleum product tankers, LPG tankers or chemicaltankers under time charters of five or more years and also providing rights of first offer on certain tanker vessels.On November 15, 2012 (as amended in March 2014), Navios Holdings and Navios Partners entered into an agreement (the “Navios Holdings Guarantee”) bywhich Navios Holdings will provide supplemental credit default insurance with a maximum cash payment of $20,000. During the year ended December 31,2015, the Company submitted claims for charterers’ default under this agreement to Navios Holdings for a total amount of $3,605, which was recorded as“Other income” for the year ended December 31, 2015.As of December 31, 2015, Navios Holdings held an 18.1% common unit interest in Navios Partners, represented by 15,344,310 common units and it also helda general partner interest of 2.0%.NOTE 18 – INVESTMENT IN NAVIOS EUROPE I AND NAVIOS EUROPE IINavios Europe I: On October 9, 2013, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe I and have ownership interests of47.5%, 47.5% and 5.0%, respectively. On December 18, 2013, Navios Europe I acquired ten vessels for aggregate consideration consisting of: (i) cash (whichwas funded with the proceeds of senior loan facilities (the “Senior Loans I”) and loans aggregating $10,000 from Navios Holdings, Navios Acquisition andNavios Partners (in each case, in proportion to their ownership interests in Navios Europe I) (collectively, the “Navios Term Loans I”) and (ii) the assumptionof a junior participating loan facility (the “Junior Loan I”) with a face amount of $173,367 and fair value of $68,535 as of December 31, 2015. In addition tothe Navios Term Loans I, Navios Holdings, Navios Acquisition and Navios Partners will also make available to Navios Europe I (in each case, in proportionto their ownership interests in Navios Europe I) revolving loans up to $24,100 to fund working capital requirements (collectively, the “Navios RevolvingLoans I”).On an ongoing basis, Navios Europe I is required to distribute cash flows (after payment of operating expenses and amounts due pursuant to the terms of theSenior Loans I and repayments of the Navios Revolving Loans I) according to a defined waterfall calculation. Navios Partners evaluated its investment inNavios Europe I under ASC 810 and concluded that Navios Europe I is a variable interest entity (“VIE”) and that they are not the party most closelyassociated with Navios Europe I and, accordingly, is not the primary beneficiary of Navios Europe F-33 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) I. Navios Partners further evaluated its investment in the common stock of Navios Europe I under ASC 323 and concluded that it has the ability to exercisesignificant influence over the operating and financial policies of Navios Europe I and, therefore, its investment in Navios Europe I is accounted for under theequity method.As of December 31, 2015, the estimated maximum potential loss by Navios Partners in Navios Europe I would have been $1,315, which represents theCompany’s carrying value of the investment of $566 plus the Company’s balance of the Navios Revolving Loans I of $749 and does not include theundrawn portion of the Navios Revolving Loans I.As of December 31, 2015, the Navios Partners’ portion of the Navios Revolving Loan I outstanding was $749. Investment income of $45 was recognized inthe statement of income under the caption of “Other income” for the year ended December 31, 2015. Investment income of $21 was recognized in thestatement of income under the caption of “Other income” for the year ended December 31, 2014.Navios Europe II: On February 18, 2015, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe II and have ownershipinterests of 47.5%, 47.5% and 5.0%, respectively. From June 8, 2015 through December 31, 2015, Navios Europe II acquired fourteen vessels for aggregateconsideration consisting of: (i) cash consideration of $145,550 (which was funded with the proceeds of a $131,550 senior loan facilities net of loan discountamounting to $3,375 (the “Senior Loans II”) and loans aggregating $14,000 from Navios Holdings, Navios Acquisition and Navios Partners (in each case, inproportion to their ownership interests in Navios Europe II) (collectively, the “Navios Term Loans II”); and (ii) the assumption of a junior participating loanfacility (the “Junior Loan II”) with a face amount of $182,150 and fair value of $23,568 as of December 31, 2015. In addition to the Navios Term Loans II,Navios Holdings, Navios Acquisition and Navios Partners will also make available to Navios Europe II (in each case, in proportion to their ownershipinterests in Navios Europe II) revolving loans up to $38,500 to fund working capital requirements (collectively, the “Navios Revolving Loans II”).On an ongoing basis, Navios Europe II is required to distribute cash flows (after payment of operating expenses, amounts due pursuant to the terms of theSenior Loans and repayments of the Navios Revolving Loans II) according to a defined waterfall calculation. Navios Partners evaluated its investment inNavios Europe II under ASC 810 and concluded that Navios Europe II is a variable interest entity (“VIE”) and that it is not the party most closely associatedwith Navios Europe II and, accordingly, is not the primary beneficiary of Navios Europe II. Navios Partners further evaluated its investment in the commonstock of Navios Europe II under ASC 323 and concluded that it has the ability to exercise significant influence over the operating and financial policies ofNavios Europe II and, therefore, its investment in Navios Europe II is accounted for under the equity method.As of December 31, 2015, the estimated maximum potential loss by Navios Partners in Navios Europe II would have been $1,521, which represents theCompany’s carrying value of the investment of $750 plus the Company’s balance of the Navios Revolving Loans II of $771 and does not include theundrawn portion of the Navios Revolving Loans II. As of December 31, 2015, the Navios Partners’ portion of the Navios Revolvings Loan II outstanding was$771. Investment income of $49 was recognized in the statement of income under the caption of “Other income” for the year ended December 31, 2015.NOTE 19 – CASH DISTRIBUTIONS AND EARNINGS PER UNITNavios Partners intends to make distributions to the holders of common units on a quarterly basis, to the extent and as may be declared by the Board and tothe extent it has sufficient cash on hand to pay the distribution after the Company establishes cash reserves and pays fees and expenses. There is no guaranteethat Navios Partners F-34 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) will pay a quarterly distribution on the common units in any quarter. On February 3, 2016, Navios Partners announced that its board of directors decided tosuspend the quarterly cash distributions to its unitholders, including the distribution for the quarter ended December 31, 2015. The amount of anydistributions paid under Navios Partners’ policy and the decision to make any distribution is determined by its board of directors, taking into considerationthe terms of its partnership agreement. The Company is prohibited from making any distributions to unitholders if it would cause an event of default, or anevent of default exists, under its existing credit facilities.There is incentive distribution rights held by the General Partner, which are analyzed as follows: Marginal PercentageInterest in Distributions Total Quarterly DistributionTarget Amount CommonUnitholders GeneralPartner Minimum Quarterly Distribution up to $0.35 98% 2% First Target Distribution up to $0.4025 98% 2% Second Target Distribution above $0.4025 up to $0.4375 85% 15% Third Target Distribution above $0.4375 up to $0.525 75% 25% Thereafter above $0.525 50% 50% The first 98% of the quarterly distribution is paid to all common units holders. The incentive distributions rights (held by the General Partner) apply onlyafter a minimum quarterly distribution of $0.4025.On January 21, 2013, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended December 31, 2012of $0.4425 per unit. The distribution was paid on February 14, 2013 to all holders of record of common and general partner units on February 8, 2013, whichincluded the unitholders from the common unit offering in February 2013. The aggregate amount of the declared distribution was $29,936.On April 22, 2013, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended March 31, 2013 of$0.4425 per unit. The distribution was paid on May 14, 2013 to all holders of record of common and general partner units on May 10, 2013. The aggregateamount of the declared distribution was $29,936.On July 22, 2013, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended June 30, 2013 of$0.4425 per unit. The distribution was paid on August 13, 2013 to all holders of record of common and general partner units on August 8, 2013. Theaggregate amount of the declared distribution was $29,936.On October 25, 2013, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended September 30,2013 of $0.4425 per unit. The distribution was paid on November 13, 2013 to all holders of record of common and general partner units on November 8,2013. The aggregate amount of the declared distribution was $32,573.On January 24, 2014, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended December 31, 2013of $0.4425 per unit. The distribution was paid on February 14, 2014 to all holders of record of common and general partner units on February 10, 2014. Theaggregate amount of the declared distribution was $32,573. F-35 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) On April 25, 2014, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended March 31, 2014 of$0.4425 per unit. The distribution was paid on May 13, 2014 to all holders of record of common and general partner units on May 9, 2014. The aggregateamount of the declared distribution was $35,474.On July 24, 2014, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended June 30, 2014 of$0.4425 per unit. The distribution was paid on August 13, 2014 to all holders of record of common and general partner units on August 8, 2014. Theaggregate amount of the declared distribution was $35,474.On October 23, 2014, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended September 30,2014 of $0.4425 per unit. The distribution was paid on November 10, 2014 to all holders of record of common and general partner units on November 7,2014. The aggregate amount of the declared distribution was $35,474.On January 26, 2015, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended December 31, 2014of $0.4425 per unit. The distribution was paid on February 13, 2015 to all holders of record of common and general partner units on February 11, 2015,which included the unitholders participating in the February 2015 offering (See Note 8—Issuance of units). The aggregate amount of the declareddistribution was $38,097.On April 28, 2015, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended March 31, 2015 of$0.4425 per unit. The distribution was paid on May 14, 2015 to all holders of record of common and general partner units on May 13, 2015. The aggregateamount of the declared distribution was $38,097.On July 23, 2015, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended June 30, 2015 of$0.4425 per unit. The distribution was paid on August 14, 2015 to all holders of record of common and general partner units on August 13, 2015. Theaggregate amount of the declared distribution was $38,097.On November 3, 2015, the Board of Directors of Navios Partners authorized its quarterly cash distribution for the three month period ended September 30,2015 of $0.2125 per unit. The distribution was paid on November 13, 2015 to all holders of record of common and general partner units on November 12,2015. The aggregate amount of the declared distribution was $18,015.Navios Partners calculates earnings per unit by allocating reported net income for each period to each class of units based on the distribution waterfall foravailable cash specified in Navios Partners’ partnership agreement, net of the unallocated earnings (or losses). Basic earnings net income per unit isdetermined by dividing net income by the weighted average number of units outstanding during the period. Diluted earnings per unit is calculated in thesame manner as net income per unit, except that the weighted average number of outstanding units increased to include the dilutive effect of outstanding unitoptions or phantom units. Net loss per unit undistributed is determined by taking the distributions in excess of net income and allocating between commonunits and general partner units on a 98%-2% basis. There were no options or phantom units outstanding during the years ended December 31, 2015, 2014 and2013. F-36 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) The calculations of the basic and diluted earnings per unit are presented below. Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Net income $41,805 $74,853 $59,006 Earnings attributable to: Common unit holders 39,825 71,225 55,949 Weighted average units outstanding (basic and diluted) Common unit holders 82,437,128 76,587,656 66,317,588 Earnings per unit (basic and diluted): Common unit holders $0.48 $0.93 $0.84 Earnings per unit — distributed (basic and diluted): Common unit holders $1.11 $1.79 $1.82 Loss per unit — undistributed (basic and diluted): Common unit holders $(0.63) $(0.86) $(0.98) NOTE 20 – OTHER INCOMEOn November 15, 2012 (as amended in March 2014), Navios Holdings and Navios Partners entered into an agreement by which Navios Holdings will providesupplemental credit default insurance with a maximum cash payment of $20,000. During the year ended December 31, 2015, the Company submitted claimsfor charterers’ default under this agreement to Navios Holdings for a total amount of $3,605, which was recorded as “Other income”.During the year ended December 31, 2014, Navios Partners received cash compensation of $17,779 from the sale of a defaulted counterparty claim to anunrelated third party. Navios Partners has no continuing obligation to provide any further services to the counterparty and has therefore recognized the entirecompensation received immediately in the Statement of Income within the caption of “Other income”.As of March 25, 2014, the Company terminated the amended credit default insurance policy. In connection with the termination, Navios Partners receivedcompensation of $30,956 (which was received in April 2014). From the total compensation, $1,170 was recorded immediately in the statement of incomewithin the caption of “Revenue”, which represents reimbursements for insurance claims submitted for the period prior to the date of the termination and theremaining amount of $29,786 was recorded immediately in the statement of income within the caption of “Other income”. The Company has no futurerequirement to repay any of the lump sum cash payment back to the insurance company or provide any further services.As part of a new suspension agreement entered into in June 2013, Navios Partners agreed to receive an upfront payment of $10,000 covering hire revenues forthe suspension period until April 2016. The amount of $10,000 was recognized immediately in the statement of income under the caption of “Other income”since the Company has no future requirements to refund the payment. F-37 NAVIOS MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except unit and per unit data) NOTE 21 – SUBSEQUENT EVENTSOn February 3, 2016, Navios Partners announced that its board of directors decided to suspend the quarterly cash distributions to its unitholders, includingthe distribution for the quarter ended December 31, 2015.On February 4, 2016, Navios Partners amended its existing management agreement with the Manager to fix the fees for ship management services of itsowned fleet at: (a) $4.10 daily rate per Ultra-Handymax vessel; (b) $4.20 daily rate per Panamax vessel; (c) $5.25 daily rate per Capesize vessel; (d) $6.70daily rate per Container vessel of TEU 6,800; (e) $7.40 daily rate per Container vessel of more than TEU 8,000; and (f) $8.75 daily rate per very largeContainer vessel of more than TEU 13,000 through December 31, 2017. Drydocking expenses under this agreement are reimbursed by Navios Partners at costat occurrence. F-38 Exhibit 15.5 NAVIOS MARITIME ACQUISITION CORPORATION REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2015 AND 2014 F-3 CONSOLIDATED STATEMENTS OF OPERATIONS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 F-4 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 F-5 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR EACH OF THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 F-6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS F-7 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Shareholders and Board of Directors ofNavios Maritime Acquisition Corporation:In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, changes in equity, and cash flowspresent fairly, in all material respects, the financial position of Navios Maritime Acquisition Corporation and its subsidiaries (the “Company”) at December31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformitywith accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’smanagement. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements inaccordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform theaudit 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 bymanagement, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion./s/ PricewaterhouseCoopers S.A.Athens, GreeceMarch 22, 2016 F-2 NAVIOS MARITIME ACQUISITION CORPORATIONCONSOLIDATED BALANCE SHEETS(Expressed in thousands of U.S. Dollars except share data) Notes December 31,2015 December 31,2014(Revised) ASSETS Current assets Cash and cash equivalents 3 $54,805 $54,493 Restricted cash 3 6,840 6,669 Accounts receivable, net 4 14,202 18,273 Due from related parties 15 17,837 1,361 Prepaid expenses and other current assets 3,665 8,732 Total current assets 97,349 89,528 Vessels, net 5 1,441,635 1,375,931 Deposits for vessels acquisitions 5 — 42,276 Goodwill 7 1,579 1,579 Intangible assets-other than goodwill 6 — 3,300 Other long-term assets 1,920 690 Deferred dry dock and special survey costs, net 10,326 5,312 Investment in affiliates 8,15 204,808 170,607 Loans receivable from affiliates 8,15 16,474 7,791 Total non-current assets 1,676,742 1,607,486 Total assets $1,774,091 $1,697,014 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable 9 $2,753 $1,599 Dividend payable 10 — 7,967 Accrued expenses 11 9,802 10,261 Due to related parties, short term 15 — 18,489 Deferred revenue 7,600 1,400 Current portion of long-term debt, net of deferred finance costs 12 62,643 31,882 Total current liabilities 82,798 71,598 Long-term debt, net of current portion, premium and deferred finance costs 12 1,134,940 1,110,120 Due to related parties, long term 15 — 9,625 Unfavorable lease terms 6 — 2,878 Deferred gain on sale of assets 5,15 8,982 — Total non-current liabilities 1,143,922 1,122,623 Total liabilities $1,226,720 $1,194,221 Commitments and contingencies 16 — — Series D Convertible Preferred Stock, 0 and 1,200 shares issued and outstanding with $0 and $12,000 redemptionamount as of December 31, 2015 and December 31, 2014, respectively 17 — 12,000 Puttable common stock 650,000 and 0 shares issued and outstanding with $6,500 and $0 redemption amount as ofDecember 31, 2015 and December 31, 2014, respectively 6,500 — Stockholders’ equity Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 4,000 and 4,540 series A, B and C shares issued andoutstanding as of December 31, 2015 and December 31, 2014, respectively 17 — — Common stock, $0.0001 par value; 250,000,000 shares authorized; 149,782,990 and 151,664,942 issued and outstandingas of December 31, 2015 and December 31, 2014, respectively 17 15 15 Additional paid-in capital 17 540,856 557,125 Accumulated deficit — (66,347) Total stockholders’ equity 540,871 490,793 Total liabilities and stockholders’ equity $1,774,091 $1,697,014 See notes to consolidated financial statements. F-3 NAVIOS MARITIME ACQUISITION CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS(Expressed in thousands of U.S. dollars- except share and per share data) Notes Year endedDecember 31,2015 Year endedDecember 31,2014 Year endedDecember 31,2013 Revenue $313,396 $264,877 $202,397 Time charter and voyage expenses (4,492) (5,187) (6,762) Direct vessel expenses (1,532) (1,979) (3,096) Management fees (entirely through related party transactions) 15 (95,336) (95,827) (71,392) General and administrative expenses 15 (15,532) (14,588) (7,017) Depreciation and amortization 5,6 (57,623) (67,718) (63,880) Loss on bond extinguishment — — (33,973) Interest income 1,683 720 315 Interest expenses and finance cost 12 (73,561) (78,610) (58,386) Impairment loss 5,13 — (11,690) — Gain/ (loss) on sale of vessels 5,15 5,771 22,599 (21,098) Change in fair value of other assets — (1,188) — Equity in net earnings of affiliated companies 8 18,436 2,000 — Other income 19 41 280 4,787 Other expense (1,514) (642) (487) Net income/ (loss) $89,737 $13,047 $(58,592) Dividend declared on preferred shares Series B (78) (108) (108) Dividend declared on preferred shares Series D (281) (642) (91) Dividend declared on restricted shares (245) (385) (105) Undistributed (income)/ loss attributable to Series C participating preferredshares (4,337) (541) 3,206 Net income/ (loss) attributable to common stockholders, basic 20 $84,796 $11,371 $(55,690) Plus: Dividend declared on preferred shares Series B 78 — — Dividend declared on preferred shares Series D 281 — — Dividend declared on restricted shares 245 — — Undistributed income attributable to Series C participating preferred shares — 541 — Net income/ (loss) attributable to common stockholders, diluted 20 85,400 11,912 $(55,690) Net earnings/ (loss) per share, basic 20 $0.57 $0.08 $(0.57) Weighted average number of shares, basic 150,025,086 147,606,448 98,085,189 Net earnings/ (loss) per share, diluted 20 $0.56 $0.08 $(0.57) Weighted average number of shares, diluted 153,300,395 156,482,448 98,085,189 See notes to consolidated financial statements. F-4 NAVIOS MARITIME ACQUISITION CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in thousands of U.S. dollars) Notes Year endedDecember 31,2015 Year endedDecember 31,2014 Year endedDecember 31,2013 Operating Activities Net income/ (loss) $89,737 $13,047 $(58,592) Adjustments to reconcile net income/ (loss) to net cash provided by/ (used in) operating activities: Depreciation and amortization 5,6 57,623 67,718 63,880 Amortization and write-off of deferred finance fees and bond premium 12 3,495 9,111 11,615 Amortization of dry dock and special survey costs 1,532 1,979 3,096 Stock based compensation 17 2,362 5,254 1,089 Impairment loss 5 — 11,690 — (Gain)/ loss on sale of vessels 5 (5,771) (22,599) 21,098 Non-cash settlement received 19 — — (3,446) Change in fair value of other assets — 1,188 — Equity in earnings of affiliates, net of dividends received 8 (3,821) (2,000) — Changes in operating assets and liabilities: Decrease/ (increase) in prepaid expenses and other current assets 5,067 (5,287) 1,523 Decrease/ (increase) in accounts receivable 4,367 (9,308) (3,338) (Increase)/ decrease in restricted cash (41) 642 (1,538) (Increase)/ decrease in other long term assets (1,230) 3,665 (4,636) Increase in accounts payable 1,246 254 300 Decrease in accrued expenses (293) (1,640) (966) Payments for dry dock and special survey costs (6,598) (5,726) (242) (Decrease)/ increase in due to related parties (17,763) 15,014 (62,615) Increase in due from related parties (16,476) (1,361) — Increase/ (decrease) in deferred revenue 6,200 (5,656) 3,405 Decrease in other long term liabilities — — (204) Net cash provided by/ (used in) operating activities $119,636 $75,985 $(29,571) Investing Activities Acquisition of vessels 5 (163,791) (362,339) (288,906) Deposits for vessel acquisitions 5 — (11,881) (24,907) Net cash proceeds from sale of vessels and intangibles 5,8 71,224 232,956 17,407 Investment in affiliates (7,201) — (4,750) Loans receivable from affiliates (7,327) (4,465) (2,660) Decrease in restricted cash — — 10,076 Dividends received from affiliates 2,585 — — Net cash used in investing activities $(104,510) $(145,729) $(293,740) Financing Activities Loan proceeds, net of deferred finance costs and net of premium 12 192,930 161,932 155,550 Loan proceeds from related party, net of deferred finance cost — 165,650 — Loan repayment to related party — (169,650) (35,000) Loan repayments 12 (140,861) (216,197) (100,216) Repayment of Senior Notes 12 — — (505,000) Proceeds from issuance of ship mortgage and senior notes, net of debt issuance costs 12 — 59,598 595,420 Dividend paid 10 (40,084) (31,871) (19,711) (Increase)/ decrease in restricted cash (130) 17,651 (12,337) Payment to related party 15 (11,265) — (22,948) Net proceeds from equity offerings 17 — 54,289 307,542 Redemption of Series D Convertible preferred stock and puttable common stock 17 (5,500) — — Acquisition of treasury stock 17 (9,904) — — Net cash (used in)/ provided by financing activities $(14,814) $41,402 $363,300 Net increase/ (decrease) in cash and cash equivalents 312 (28,342) 39,989 Cash and cash equivalents, beginning of year 54,493 82,835 42,846 Cash and cash equivalents, end of year $54,805 $54,493 $82,835 Supplemental disclosures of cash flow information Cash interest paid, net of capitalized interest $70,130 $69,255 $54,726 Non-cash investing activities Capitalized financing costs $19 $355 $472 AFS securities received upon sale of vessels $— $18,640 $— Investment in affiliates received upon sale of vessels $27,111 $145,860 $— Accrued interest on loan to affiliate $1,357 $645 $— Deferred gain on sale of assets $8,972 $— $— Non-cash financing activities Dividends payable $— $7,967 $7,220 Acquisition of vessels $(914) $(3,885) $(7,198) Deposits for vessel acquisitions $— $(1,201) $(841) Due to related party $(914) $5,086 $8,039 Issuance of Series D Convertible Preferred Stock issued for vessel acquisitions $— $— $6,000 Stock-based compensation $2,362 $5,254 $1,089 See notes to consolidated financial statements. F-5 NAVIOS MARITIME ACQUISITION CORPORATIONCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(Expressed in thousands of U.S. dollars, except share data) Preferred Stock Common Stock Note Number ofPreferredShares Amount Number ofCommonShares Amount AdditionalPaid-inCapital AccumulatedDeficit TotalStockholders’Equity Balance, December 31, 2012 4,540 $— 40,517,413 $4 $246,102 $(20,802) $225,304 Issuance of common shares — — 94,097,529 9 307,533 — 307,542 Issuance of restricted shares 17 — — 2,100,000 — 1,089 — 1,089 Dividend paid/declared 10 — — — — (24,521) — (24,521) Net loss — — — — — (58,592) (58,592) Balance, December 31, 2013 4,540 $— 136,714,942 $13 $530,203 $(79,394) $450,822 Issuance of common shares 17 — — 14,950,000 2 54,287 — 54,289 Stock-based compensation 17 — — — — 5,254 — 5,254 Dividend paid/declared 10 — — — — (32,619) — (32,619) Net income — — — — — 13,047 13,047 Balance, December 31, 2014 (Revised) 4,540 $— 151,664,942 $15 $557,125 $(66,347) $490,793 Conversion of preferred stock into puttablecommon stock 17 — — 800,000 — — — — Redemption of puttable common stock 17 — — (150,000) — — — — Conversion of preferred stock into common stock 17 (540) — 172,800 — — — — Acquisition of treasury stock 17 — — (2,704,752) — (9,904) — (9,904) Stock- based compensation 17 — — — — 2,362 — 2,362 Dividend paid/ declared 10 — — — — (8,727) (23,390) (32,117) Net income — — — — — 89,737 89,737 Balance, December 31, 2015 4,000 $— 149,782,990 $15 $540,856 $— $540,871 See notes to consolidated financial statements. F-6 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data)NOTE 1: DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSNavios Maritime Acquisition Corporation (“Navios Acquisition” or the “Company”) (NYSE: NNA) owns a large fleet of modern crude oil, refined petroleumproduct and chemical tankers providing world-wide marine transportation services. The Company’s strategy is to charter its vessels to international oilcompanies, refiners and large vessel operators under long, medium and short-term charters. The Company is committed to providing quality transportationservices and developing and maintaining long-term relationships with its customers.Navios Acquisition was incorporated in the Republic of the Marshall Islands on March 14, 2008. On July 1, 2008, Navios Acquisition completed its initialpublic offering (“IPO”). On May 28, 2010, Navios Acquisition consummated the vessel acquisition which constituted its initial business combination.Following such transaction, Navios Acquisition commenced its operations as an operating company.In November 2014, Navios Maritime Midstream Partners L.P. (“Navios Midstream”), a company formed as a subsidiary of Navios Acquisition, completed anIPO of its units in the United States and is listed on the NYSE.In connection with the IPO of Navios Midstream, the Company sold all of the outstanding shares of capital stock of four of its vessel-owning subsidiaries(Shinyo Ocean Limited, Shinyo Kannika Limited, Shinyo Kieran Limited and Shinyo Saowalak Limited) in exchange for: (i) all of the estimated net proceedsfrom the IPO amounting to $110,403; (ii) $104,451 of the $126,000 of borrowings under Navios Midstream’s new credit facility; (iii) 9,342,692 subordinatedunits and 1,242,692 common units; and (iv) 381,334 general partner units, representing a 2.0% general partner interest in Navios Midstream, and all of theincentive distribution rights in Navios Midstream, to the general partner of Navios Midstream.Following the IPO, the Company concluded that it does not hold a controlling financial interest in Navios Midstream and deconsolidated the vessels sold asof the IPO date. (Refer to Note 8, “Investment in affiliates”).In June 2015, Navios Midstream exercised its option to acquire the shares of the vessel-owning subsidiaries of the Nave Celeste and the C. Dream fromNavios Acquisition for an aggregate purchase price of $100,000. The aggregate purchase price consisted of 1,592,920 of Subordinated Series A Units, issuedto Navios Acquisition and $73,000 cash consideration.As of December 31, 2015, Navios Maritime Holdings Inc. (“Navios Holdings”) had 43.6% of the voting power and 46.6% of the economic interest in NaviosAcquisition.As of December 31, 2015, Navios Acquisition had outstanding: 149,782,990 shares of common stock (which included 650,000 shares of puttable commonstock), 3,000 shares of Series A Convertible Preferred Stock and 1,000 shares of Series C Convertible Preferred Stock issued to Navios Holdings.NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(a) Basis of presentation: The accompanying consolidated financial statements are prepared in accordance with accounting principles generallyaccepted in the United States of America (GAAP).Change in Accounting PrincipleThe Company historically presented deferred debt issuance costs, or fees related to directly issuing debt, as long-term assets on the consolidated balancesheets. During the first quarter of 2015, the Company adopted guidance codified in ASU 2015-03 “Interest — Imputation of Interest (Subtopic 835-30),Simplifying the Presentation of Debt Issuance Costs”. The guidance simplifies the presentation of debt issuance costs by requiring debt issuance F-7 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) costs to be presented as a deduction from the corresponding liability, consistent with debt discounts. The recognition and measurement guidance for debtissuance costs is not affected. Therefore, these costs will continue to be amortized as interest expense using the effective interest method pursuant to ASC835-30-35-2 through 35-3. Upon adoption, the Company applied the new guidance retrospectively to all prior periods presented in the financial statements.The Company elected to early adopt the requirements of ASU 2015-03 effective beginning the first quarter ended March 31, 2015 and applied this guidanceretrospectively to all prior periods presented in the Company’s financial statements.The reclassification does not impact net income as previously reported or any prior amounts reported on the Statements of Operations or the ConsolidatedStatements of Cash Flows. The effect of the retrospective application of this change in accounting principle on the Company’s Consolidated Balance Sheetsas of December 31, 2014 resulted in a reduction of Total non-current assets and Total assets in the amount of $22,330, with a corresponding decrease of$20,781 in Long-term debt, net and Total non-current liabilities and a decrease of $1,549 in Current portion of long-term debt net and Total currentliabilities.Revision of prior period financial statementsThe Company has historically accounted for its investment in the common units of Navios Maritime Midstream Partners L.P. as available for sale securities,with the change in the market value of those securities recorded in other comprehensive income. The Company has reevaluated its accounting for thoseinterests and concluded that they should be accounted for under the equity method of accounting. Management evaluated the materiality of the error,quantitatively and qualitatively, and determined it was not material to any of our previously issued financial statements. Accordingly, the Company hasrevised its previously reported results and related disclosures as of and for the year ended December 31, 2014 to correct its accounting. The schedule belowprovides a summary of the impact of the adjustment on the Company’s consolidated financial statements as of and for the year ended December 31, 2014(amounts in thousands). December 31, 2014 As previouslyreported Adoption of newaccounting principle(1) CorrectionAdjustment As Revised Balance Sheet Investment in affiliates 151,966 — 18,641 170,607 Investment in available-for-sale securities 15,099 — (15,099) — Total non-current assets 1,626,274 (22,330) 3.542 1,607,486 Total assets 1,715,802 (22,330) 3.542 1,697,014 Other comprehensive loss (3,542) — 3,542 — Total stockholders’ equity 487,251 — 3,542 490,793 Total liabilities and stockholders’ equity 1,715,802 (22,330) 3,542 1,697,014 Statement of Operations/ Statement of Comprehensive Income(2) Unrealized holding loss on investments in available-for-sale-securities (3,542) — 3,542 — Other comprehensive loss (3,542) — 3,542 — Total comprehensive income(2) 9,505 — 3,542 13,047 (1)Reclassification impact as a result of the adoption of ASU 2015-03. See Note 2 — “Change in Accounting Principle”.(2)The Company no longer presents “Total Comprehensive Income” consistent with ASC 220-10-15-3(a) because following the correction, it has no othercomprehensive income to report. F-8 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) The revision had no impact on previously reported amounts of operating, investing or financing cash flows, or on previously reported amounts of basic ordiluted earnings per share. No corrections have been made to previously reported net income or net income attributable to common stockholders because theimpacts on these line items were determined to be inconsequential.(b) Principles of consolidation: The accompanying consolidated financial statements include the accounts of Navios Acquisition, a Marshall Islandscorporation, and its majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidatedstatements.The Company also consolidates entities that are determined to be variable interest entities (“VIEs”) as defined in the accounting guidance, if itdetermines that it is the primary beneficiary. A variable interest entity is defined as a legal entity where either (a) equity interest holders as a group lack thecharacteristics of a controlling financial interest, including decision making ability and an interest in the entity’s residual risks and rewards, or (b) the equityholders 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 expectedresidual 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 hasdisproportionately few voting rights.(c) Equity method investmentsAffiliates are entities over which the Company generally has between 20% and 50% of the voting rights, or over which the Company has significantinfluence, but it does not exercise control. Investments in these entities are accounted for under the equity method of accounting. Under this method, theCompany records an investment in the stock of an affiliate at cost, and adjusts the carrying amount for its share of the earnings or losses of the affiliatesubsequent to the date of investment and reports the recognized earnings or losses in income. Dividends received from an affiliate reduce the carrying amountof the investment. The Company recognizes gains and losses in earnings for the issuance of shares by its affiliates, provided that the issuance of such sharesqualifies as a sale of such shares. When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does notrecognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.Navios Acquisition evaluates its equity method investments, for other than temporary impairment, on a quarterly basis. Consideration is given to (1)the length of time and the extent to which the fair value has been less than the carrying value, (2) the financial condition and near-term prospects and (3) theintent and ability of the Company to retain its investments for a period of time sufficient to allow for any anticipated recovery in fair value.(d) Subsidiaries: Subsidiaries are those entities in which the Company has an interest of more than one half of the voting rights and/or otherwise haspower to govern the financial and operating policies. The acquisition method of accounting is used to account for the acquisition of subsidiaries if deemed tobe a business combination. The cost of an acquisition is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date ofacquisition. The excess of the cost of acquisition over the fair value of the net assets acquired and liabilities assumed is recorded as goodwill. F-9 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) As of December 31, 2015, the entities included in these consolidated financial statements were: Navios Maritime AcquisitionCorporation and Subsidiaries: Nature Country ofIncorporation 2015 2014 2013 Company Name Aegean Sea Maritime Holdings Inc. Sub-Holding Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Amorgos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Andros Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Antikithira Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Antiparos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Amindra Navigation Co. Sub-Holding Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Crete Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Folegandros Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Ikaria Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Ios Shipping Corporation Vessel-Owning Company Cayman Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Kithira Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Kos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Mytilene Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Navios Maritime Acquisition Corporation Holding Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Navios Acquisition Finance (U.S.) Inc. Co-Issuer Delaware 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Rhodes Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Serifos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Shinyo Dream Limited Vessel-Owning Company(3) Hong Kong 1/1 - 6/17 1/1 - 12/31 1/1 - 12/31 Shinyo Kannika Limited Vessel-Owning Company(3) Hong Kong — 1/1 - 11/17 1/1 - 12/31 Shinyo Kieran Limited Vessel-Owning Company(3) British Virgin Is — 1/1 - 11/17 1/1 - 12/31 Shinyo Loyalty Limited Vessel-Owning Company(1) Hong Kong 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Shinyo Navigator Limited Vessel-Owning Company(2) Hong Kong 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Shinyo Ocean Limited Vessel-Owning Company(3) Hong Kong — 1/1 - 11/17 1/1 - 12/31 Shinyo Saowalak Limited Vessel-Owning Company(3) British Virgin Is. — 1/1 - 11/17 1/1 - 12/31 Sifnos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Skiathos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Skopelos Shipping Corporation Vessel-Owning Company Cayman Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Syros Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Thera Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Tinos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Oinousses Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Psara Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Antipsara Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 1/1 - 12/31 Samothrace Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 3/19 - 12/31 Thasos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 3/19 - 12/31 Limnos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 3/19 - 12/31 Skyros Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 3/19 - 12/31 Alonnisos Shipping Corporation Vessel-Owning Company(4) Marshall Is. 1/1 - 12/31 1/1 - 12/31 3/19 - 12/31 Makronisos Shipping Corporation Vessel-Owning Company(4) Marshall Is. 1/1 - 12/31 1/1 - 12/31 3/19 - 12/31 Iraklia Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 4/2 - 12/31 Paxos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 4/25 - 12/31 Antipaxos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 4/25 - 12/31 Donoussa Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 6/28 - 12/31 Schinousa Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 6/28 - 12/31 F-10 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) Navios Maritime AcquisitionCorporation and Subsidiaries: Nature Country ofIncorporation 2015 2014 2013 Navios Acquisition Europe Finance Inc Sub-Holding Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 6/4 - 12/31 Sikinos Shipping Corporation Vessel-Owning Company(3) Marshall Is. 1/1 - 6/17 1/1 - 12/31 7/3 - 12/31 Kerkyra Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 11/8 - 12/31 Lefkada Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 11/8 - 12/31 Zakynthos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 1/1 - 12/31 11/8 - 12/31 Leros Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 4/4 - 12/31 — Kimolos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 4/29 - 12/31 — Samos Shipping Corporation Vessel-Owning Company Marshall Is. 1/1 - 12/31 9/15 - 12/31 — Tilos Shipping Corporation Vessel-Owning Company Marshall Is. 10/9 - 12/31 — — Delos Shipping Corporation Vessel-Owning Company Marshall Is. 10/9 - 12/31 — — Navios Maritime Midstream Partners GP LLC Holding Company Marshall Is. 1/1 - 12/31 10/13 - 12/31 — (1)Former vessel-owner of the Shinyo Splendor which was sold to an unaffiliated third party on May 6, 2014.(2)Former vessel-owner of the Shinyo Navigator which was sold to an unaffiliated third party on December 6, 2013.(3)Navios Midstream acquired all of the outstanding shares of capital stock of the vessel-owning subsidiary.(4)Each company had the rights over a shipbuilding contract of an MR2 product tanker vessel. In February 2015, these shipbuilding contracts were terminated, with no exposureto Navios Acquisition, due to the shipyard’s inability to issue a refund guarantee.(e) Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financialstatements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates andjudgments, including those related to uncompleted voyages, future drydock dates, the selection of useful lives for tangible assets and scrap value, expectedfuture cash flows from long-lived assets to support impairment tests, provisions necessary for accounts receivables, provisions for legal disputes andcontingencies and the valuations estimates inherent in the deconsolidation gain. Management bases its estimates and judgments on historical experience andon various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about thecarrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under differentassumptions and/or conditions.(f) Cash and Cash equivalents: Cash and cash equivalents consist of cash on hand, deposits held on call with banks, and other short-term liquidinvestments with original maturities of three months or less.(g) Restricted Cash: As of December 31, 2015 and 2014, restricted cash consisted of $6,840 and $6,669, respectively, which related to amounts held inretention account in order to service debt and interest payments, as required by certain of Navios Acquisition’s credit facilities.(h) 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 assessedindividually for purposes of determining the appropriate provision for doubtful accounts. F-11 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) (i) Other long term assets: As of December 31, 2015 and 2014, the amounts shown as other long term assets reflected the advances of $1,920 and $690,respectively to certain unrelated counterparties for working capital purposes as per charters entered with them.(j) Vessels, net: Vessels are stated at historical cost, which consists of the contract price, delivery and acquisition expenses and capitalized interest costswhile under construction. Vessels acquired in an asset acquisition or in a business combination are recorded at fair value. Subsequent expenditures for majorimprovements and upgrading are capitalized, provided they appreciably extend the life, increase the earning capacity or improve the efficiency or safety ofthe vessels. Expenditures for routine maintenance and repairs are expensed as incurred.Depreciation is computed using the straight line method over the useful life of the vessels, after considering the estimated residual value. Managementestimates the residual values of our tanker vessels based on a scrap value cost of steel times the weight of the ship noted in lightweight ton (LWT). Residualvalues are periodically reviewed and revised to recognize changes in conditions, new regulations or other reasons. Revisions of residual values affect thedepreciable amount of the vessels and affects depreciation expense in the period of the revision and future periods. The management after considering currentmarket trends for scrap rates and 10-year average historical scrap rates of the residual values of the Company’s vessels, estimates scrap value at a rate of $360per LWT.Management estimates the useful life of our vessels to be 25 years from the vessel’s original construction. However, when regulations place limitationsover 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.(k) Deposits for vessels acquisitions: This represents amounts paid by the Company in accordance with the terms of the purchase agreements for theconstruction of long-lived fixed assets. Interest costs incurred during the construction (until the asset is substantially complete and ready for its intended use)are capitalized. Capitalized interest amounted to $104, $3,290 and $6,149 as of December 31, 2015, 2014 and 2013, respectively.(l) Impairment of long-lived asset group: Vessels, other fixed assets and other long-lived assets held and used by Navios Acquisition are reviewedperiodically for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fullyrecoverable. Navios Acquisition’s management evaluates the carrying amounts and periods over which long-lived assets are depreciated to determine ifevents or changes in circumstances have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives andcarrying values of long-lived assets, certain indicators of potential impairment are reviewed such as, undiscounted projected operating cash flows, vesselsales and purchases, business plans and overall market conditions.Undiscounted projected net operating cash flows are determined for each asset group (consisting of the individual vessel and the intangible, if any, withrespect to the time charter agreement attached to that vessel) and compared to the vessel carrying value and related carrying value of the intangible withrespect to the time charter agreement attached to that vessel or the carrying value of deposits for newbuildings, if any. Within the shipping industry, vesselsare often bought and sold with a charter attached. The value of the charter may be favorable or unfavorable when comparing the charter rate to then currentmarket rates. The loss recognized either on impairment (or on disposition) will reflect the excess of carrying value over fair value (selling price) for the vesselindividual asset group.As of March 31, 2014, the Company had a current expectation that, more likely than not, the Shinyo Splendor would be sold before the end of its previouslyestimated useful life, and, as a result, performed an impairment test of the specific asset group. The recoverability test was based on undiscounted cash flowsexpected to result from F-12 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) the entity’s use and eventual disposition of the asset. The significant factors and assumptions used in the undiscounted projected net operating cash flowanalysis included determining the net operating cash flows by considering the charter revenues from the existing time charter until its expiration, net ofbrokerage and address commissions and management fees and an estimate of sale proceeds from its disposal based on market valuations for such vessel. Thecarrying amount of the asset group was more than its undiscounted future cash flows. As a result, the entity failed the recoverability test (step one) of theimpairment test and proceeded with step two of the impairment analysis. An impairment loss in the amount of $10,718 was recognized on this asset group asthe carrying amount of the asset group was not recoverable and exceeded its fair value as of March 31, 2014. The Shinyo Splendor was sold on May 6, 2014to an unaffiliated third party for a net cash consideration of $18,315 (refer to Note 5 “Vessels, Net”).During the fourth quarter of fiscal 2015, management concluded that, although market rates were at healthy levels during the year, however, events occurredand circumstances had changed, over previous years, which indicated the potential impairment of Navios Acquisition’s long-lived assets may exist. Theseindicators included continued volatility in the charter market and the related impact of the tanker sector has on management’s expectation for futurerevenues. As a result, an impairment assessment of long-lived assets or identified asset groups was performed.The Company determined undiscounted projected net operating cash flows for each vessel and compared it to the vessel’s carrying value together with thecarrying value of the related intangible. The significant factors and assumptions used in the undiscounted projected net operating cash flow analysisincluded: determining the projected net operating cash flows by considering the charter revenues from existing time charters for the fixed fleet days(Company’s remaining charter agreement rates) and an estimated daily time charter equivalent for the unfixed days (based on the 10- year average historicalone year time charter rates) over the remaining economic life of each vessel, net of brokerage and address commissions, excluding days of scheduled off-hires,management fees fixed until May 2016 and thereafter assuming an annual increase of 3.0% and utilization rate of 99.7% based on the fleets historicalperformance.The assessment concluded that step two of the impairment analysis was not required and no impairment of vessels, existed as of December 31, 2015, as theundiscounted projected net operating cash flows exceeded the carrying value.In the event that impairment would occur, the fair value of the related asset would be determined and a charge would be recognized in the statements ofoperations calculated by comparing the asset’s carrying value to its fair value. Fair value is estimated primarily through the use of third-party valuationsperformed on an individual vessel basis.Although management believes the underlying assumptions supporting this assessment are reasonable, if charter rate trends and the length of the currentmarket downturn vary significantly from our forecasts, management may be required to perform step two of the impairment analysis in the future that couldexpose Navios Acquisition to material impairment charges in the future.Impairment loss recognized amounted to $0, $10,718 and $0 for the years ended December 31, 2015, 2014 and 2013, respectively.(m) Deferred Finance Costs: Deferred finance costs include fees, commissions and legal expenses associated with obtaining loan facilities. These costsare amortized over the life of the related debt using the effective interest rate method, and are included in interest expense. Amortization of deferred financecosts for each of the years ended December 31, 2015, 2014 and 2013 was $3,183, $7,275 and $3,252, respectively. F-13 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) (n) Goodwill: Goodwill acquired in a business combination is not to be amortized. Goodwill is tested for impairment at the reporting unit level at leastannually and written down with a charge to the statements of operations if the carrying amount exceeds the estimated implied fair value.The Company evaluates impairment of goodwill using a two-step process. First, the aggregate fair value of the reporting unit is compared to itscarrying amount, including goodwill. The Company determines the fair value of the reporting unit based on a combination of discounted cash flow analysisand an industry market multiple.If the fair value exceeds the carrying amount, no impairment exists. If the carrying amount of the reporting unit exceeds the fair value, then theCompany must perform the second step in order 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 unit, as if the unit hadbeen acquired in a business combination and the fair value of the unit was the purchase price. If the carrying amount of the goodwill exceeds the implied fairvalue, then goodwill impairment is recognized by writing the goodwill down to its implied fair value.Navios Acquisition has one reporting unit. No impairment loss was recognized for any of the periods presented.(o) Intangibles other than goodwill: Navios Acquisition’s intangible assets and liabilities consisted of favorable lease terms and unfavorable leaseterms. When intangible assets or liabilities associated with the acquisition of a vessel are identified, they are recorded at fair value. Fair value is determinedby reference to market data and the discounted amount of expected future cash flows. Where charter rates are higher than market charter rates, an asset isrecorded, being the difference between the acquired charter rate and the market charter rate for an equivalent vessel. Where charter rates are less than marketcharter rates, a liability is recorded, being the difference between the assumed charter rate and the market charter rate for an equivalent vessel. Thedetermination of the fair value of acquired assets and assumed liabilities requires us to make significant assumptions and estimates of many variablesincluding market charter rates, expected future charter rates, the level of utilization of its vessels and its weighted average cost of capital. The use of differentassumptions could result in a material change in the fair value of these items, which could have a material impact on Navios Acquisition’s financial positionand results of operations.The amortizable value of favorable and unfavorable leases is amortized over the remaining life of the lease term and the amortization expense isincluded in the statements of operations in the depreciation and amortization line item. The amortizable value of favorable leases would be consideredimpaired if their fair market values could not be recovered from the future undiscounted cash flows associated with the asset. If a vessel purchase option isexercised the portion of this asset will be capitalized as part of the cost of the vessel and will be depreciated over the remaining useful life of the vessel. As ofDecember 31, 2015, Navios Acquisition did not have any intangible assets or liabilities.Management, after considering various indicators performed impairment tests on asset groups which included intangible assets and liabilities asdescribed in paragraph (l) above. As of December 31, 2015 and 2014, there was no impairment of intangible assets.(p) Preferred shares Series D: Navios Acquisition issued shares of its authorized Series D Preferred Stock (nominal and fair value $12,000) to ashipyard, in partial settlement of the purchase price of its newbuild vessels. The preferred stock contains a 6% per annum dividend payable quarterly, startingone year after delivery of the vessel. The Series D Preferred Stock mandatorily converted into shares of common stock 30 months after F-14 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) issuance at a price per share of common stock equal to $10.00. The holder of the preferred stock had the right to convert the shares of preferred stock intocommon stock prior to the scheduled maturity dates at a price of $7.00 per share of common stock. The preferred stock did not have any voting rights. NaviosAcquisition was obligated to redeem the Series D Preferred Stock (or converted common shares) at holder’s option exercisable beginning on 18 months afterissuance, at par payable at up to 12 equal quarterly installments.The fair value of the series D Preferred Stock, was determined using a combination of Black Scholes model and discounted projected cash flows for theconversion option and put, respectively. The model used took into account the credit spread of Navios Acquisition, the volatility of its stock, as well as theprice of its stock at the issuance date. The convertible preferred stock was classified as temporary equity (i.e., apart from permanent equity) as a result of theredemption feature upon exercise of the put option granted to the holder of the preferred stock.(q) Investments in Equity Securities: Navios Acquisition evaluates its investments in Navios Midstream, Navios Europe I Inc. (“Navios Europe I”) andNavios Europe II Inc. (“Navios Europe II”) for OTTI on a quarterly basis. Consideration is given to (i) the length of time and the extent to which the fair valuehas been less than the carrying value, (ii) the financial condition and near-term prospects of Navios Midstream, Navios Europe I and Navios Europe II, and(iii) the intent and ability of the Company to retain its investment in Navios Midstream, Navios Europe I and Navios Europe II for a period of time sufficientto allow for any anticipated recovery in fair value.(r) Deferred Dry dock and Special Survey Costs: Navios Acquisition’s vessels are subject to regularly scheduled drydocking and special surveys whichare carried out every 30 or 60 months to coincide with the renewal of the related certificates issued by the classification societies, unless a further extension isobtained in rare cases and under certain conditions. The costs of drydocking and special surveys is deferred and amortized over the above periods or to thenext drydocking or special survey date if such has been determined. Unamortized drydocking or special survey costs of vessels sold are written off to incomein the year the vessel is sold.Costs capitalized as part of the drydocking or special survey consist principally of the actual costs incurred at the yard, spare parts, paints, lubricantsand services incurred solely during the drydocking or special survey period. For each of the years ended December 31, 2015, 2014 and 2013, theamortization expense was $1,532, $1,979 and $3,096, respectively. Accumulated amortization as of December 31, 2015 and 2014 amounted to $2,222 and$880, respectively.(s) Foreign currency translation: Navios Acquisition’s functional and reporting currency is the U.S. dollar. Navios Acquisition engages in worldwidecommerce with a variety of entities. Although, its operations may expose it to certain levels of foreign currency risk, its transactions are predominantly U.S.dollar denominated. Additionally, Navios Acquisition’s wholly owned vessel subsidiaries transacted a nominal amount of their operations in Euros; however,all of the subsidiaries’ primary cash flows are U.S. dollar-denominated. Transactions in currencies other than the functional currency are translated at theexchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in aforeign currency is consummated and the date on which it is either settled or translated, are recognized in the statements of operations.(t) Provisions: Navios Acquisition, in the ordinary course of its business, is subject to various claims, suits and complaints. Management, inconsultation with internal and external advisors, will provide for a contingent loss in the financial statements if the contingency had been incurred at the dateof the financial statements and the amount of the loss was probable and can be reasonably estimated. If Navios Acquisition has determined that thereasonable estimate of the loss is a range and there is no best estimate within the range, Navios Acquisition will F-15 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) provide the lower amount of the range. Navios Acquisition, through the Management Agreement with the Manager, participates in Protection and Indemnity(P&I) insurance coverage plans provided by mutual insurance societies known as P&I clubs. Services such as the ones described above are provided by theManager under the management agreement dated May 28, 2010 as amended in May 2014, and are included as part of the daily fee of $6.0 for each MR2Product tanker and chemical tanker vessel, $7.0 per owned LR1 product tanker vessel and $9.5 per owned VLCC vessel. (See Note 15).(u) Segment Reporting: Navios Acquisition reports financial information and evaluates its operations by charter revenues and not by the length of shipemployment for its customers. Navios Acquisition does not use discrete financial information to evaluate operating results for each type of charter.Management does not identify expenses, profitability or other financial information by charter type. As a result, management reviews operating results solelyby revenue per day and operating results of the fleet and thus Navios Acquisition has determined that it operates under one reportable segment.(v) Revenue and Expense Recognition:Revenue Recognition: Revenue is recorded when services are rendered, under a signed charter agreement or other evidence of an arrangement, the priceis fixed or determinable, and collection is reasonably assured. Revenue is generated from the voyage charter and the time charter of vessels.Voyage revenues for the transportation of cargo are recognized ratably over the estimated relative transit time of each voyage. Voyage expenses arerecognized as incurred. A voyage is deemed to commence when a vessel is available for loading and is deemed to end upon the completion of the dischargeof the current cargo. Estimated losses on voyages are provided for in full at the time such losses become evident. Under a voyage charter, a vessel is providedfor the transportation of specific goods between specific ports in return for payment of an agreed upon freight per ton of cargo.Revenues from time chartering of vessels are accounted for as operating leases and are thus recognized on a straight-line basis as the average revenueover the rental periods of such charter agreements, as service is performed. A time charter involves placing a vessel at the charterers’ disposal for a period oftime during which the charterer uses the vessel in return for the payment of a specified daily hire rate. Under time charters, operating costs such as for crews,maintenance and insurance are typically paid by the owner of the vessel.Profit-sharing revenues are calculated at an agreed percentage of the excess of the charterer’s average daily income (calculated on a quarterly or half-yearly basis) over an agreed amount and accounted for on an accrual basis based on provisional amounts and for those contracts that provisional accrualscannot be made due to the nature of the profit share elements, these are accounted for on the actual cash settlement. Profit sharing for the years endedDecember 31, 2015, December 31, 2014 and December 31, 2013 amounted to $32,060, $6,710 and $4,360, respectively.Revenues are recorded net of address commissions. Address commissions represent a discount provided directly to the charterers based on a fixedpercentage of the agreed upon charter or freight rate. Since address commissions represent a discount (sales incentive) on services rendered by the Companyand no identifiable benefit is received in exchange for the consideration provided to the charterer, these commissions are presented as a reduction of revenue.Pooling arrangements: For vessels operating in pooling arrangements, the Company earns a portion of total revenues generated by the pool, net ofexpenses incurred by the pool. The amount allocated to each pool participant vessel, including the Company’s vessels, is determined in accordance with anagreed-upon formula, F-16 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) which is determined by points awarded to each vessel in the pool based on the vessel’s age, design and other performance characteristics. Revenue underpooling arrangements is accounted for on the accrual basis and is recognized when an agreement with the pool exists, price is fixed, service is provided andthe collectability is reasonably assured. Revenue for vessels operating in pooling arrangements amounted to $43,406, $16,974 and $0, for the years endedDecember 31, 2015, 2014 and 2013, respectively.The allocation of such net revenue may be subject to future adjustments by the pool however, such changes are not expected to be material.Time Charter and Voyage Expenses: Time charter and voyage expenses comprise all expenses related to each particular voyage, including timecharter hire paid and bunkers, port charges, canal tolls, cargo handling, agency fees and brokerage commissions. Time charter expenses are expensed over theperiod of the time charter and voyage expenses are recognized as incurred.Direct Vessel Expense: Direct vessel expenses comprise of the amortization of drydock and special survey costs of certain vessels of NaviosAcquisition’s fleet.Management fees: Pursuant to the Management Agreement dated May 28, 2010 as amended on May 4, 2012, a subsidiary of Navios Holdingsprovided for five years from the closing of the Company’s initial vessel acquisition, commercial and technical management services to Navios Acquisition’svessels for a daily fee through May 28, 2014. This daily fee covered all of the vessels’ operating expenses, other than certain fees and costs. Dry dockingexpenses were fixed for the first four years under this agreement for up to $300 per LR1 and MR2 product tanker vessel and were reimbursed at cost for VLCCvessels.In May 2014, Navios Acquisition extended the duration of its existing Management Agreement with Navios Holdings until May 2020 and fixed the fees forship management services of its owned fleet for two additional years through May 2016 at current rates for product tanker and chemical tanker vessels, being$6.0 daily rate per MR2 product tanker and chemical tanker vessel and $7.0 daily rate per LR1 product tanker vessel and reduced the rate by 5% to $9.5 dailyrate per VLCC vessel. Dry docking expenses under this Management Agreement will be reimbursed at cost for all vessels.Effective March 30, 2012, Navios Acquisition can, upon request to Navios Holdings, partially or fully defer the reimbursement of dry docking and otherextraordinary fees and expenses under the Management Agreement to a later date, but not later than January 5, 2016, and if reimbursed on a later date, suchamounts will bear interest at a rate of 1% per annum over LIBOR. Commencing as of September 28, 2012, Navios Acquisition can, upon request, reimburseNavios Holdings partially or fully, for any fixed management fees outstanding for a period of not more than nine months under the Management Agreementat a later date, but not later than January 5, 2016, and if reimbursed on a later date, such amounts will bear interest at a rate of 1% per annum over LIBOR.General and administrative expenses: On May 28, 2010, Navios Acquisition entered into an Administrative Services Agreement with NaviosHoldings, pursuant to which Navios Holdings provides certain administrative management services to Navios Acquisition which include: bookkeeping,audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisory services, client andinvestor relations and other services. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with the provision of theseservices. In May 2014, Navios Acquisition extended the duration of its existing Administrative Services Agreement with Navios Holdings, until May 2020pursuant to its existing terms.Deferred Revenue: Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized asrevenue over the voyage or charter period. F-17 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) Prepaid Expense and Other Current Assets: Prepaid expenses relate primarily to cash paid in advance for expenses associated with voyages. Theseamounts are recognized as expense over the voyage or charter period.(w) Financial Instruments: Financial instruments carried on the balance sheet include trade receivables and payables, other receivables and otherliabilities and long-term debt. The particular recognition methods applicable to each class of financial instrument are disclosed in the applicable significantpolicy description of each item, or included below as applicable.Financial risk management: Navios Acquisition’s activities expose it to a variety of financial risks including fluctuations in future freight rates, timecharter hire rates, and fuel prices, credit and interest rate risk. Risk management is carried out under policies approved by executive management. Guidelinesare established for overall risk management, as well as specific areas of operations.Credit risk: Navios Acquisition closely monitors its exposure to customers and counterparties for credit risk. Navios Acquisition has entered into theManagement Agreement with the Manager, pursuant to which the Manager agreed to provide commercial and technical management services to NaviosAcquisition. When negotiating on behalf of Navios Acquisition various employment contracts, the Manager has policies in place to ensure that it trades withcustomers and counterparties with an appropriate credit history. For the year ended December 31, 2015, Navios Acquisition’s customers representing 10% ormore of total revenue were Navig8, Shell Tankers Singapore Private LTD (“Shell”) and Mansel LTD (“Mansel”), which accounted for 35.2%, 13.6% and10.8%, respectively. For the year ended December 31, 2014, Navios Acquisition’s customers representing 10% or more of total revenue were Navig8Chemicals Shipping and Trading Co. (“Navig8”) and Dalian Ocean Shipping Co. (“DOSCO”), which accounted for 28.8% and 22.4%, respectively. For theyear ended December 31, 2013, Navios Acquisition’s customers representing 10% or more of total revenue were DOSCO and Navig8, which accounted for32.0% and 22.4% of total revenue, respectively.No other customers accounted for 10% or more of total revenue for any of the years presented.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 denominatedin foreign currencies are recognized in the consolidated statements of operations.(x) Earnings/ (Loss) per Share: Basic earnings/ (loss) per share is computed by dividing net income/ (loss) attributable to Navios Acquisition’scommon shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share reflect thepotential dilution that would occur if securities or other contracts to issue common stock were exercised. Dilution has been computed by the treasury stockmethod whereby all of the Company’s dilutive securities (the warrants and preferred shares and the stock options) are assumed to be exercised and theproceeds used to repurchase shares of common stock at the weighted average market price of the Company’s common stock during the relevant periods.Convertible shares are included in the diluted earnings/ (loss) per share, based on the weighted average number of convertible shares assumed to beoutstanding during the period. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumedpurchased) shall be included in the denominator of the diluted earnings per share computation. Restricted stock and restricted stock units (vested andunvested) are included in the calculation of the diluted earnings per share, based on the weighted average number of restricted stock and restricted stock unitsassumed to be outstanding during the period.Net income/ (loss) for the years ended December 31, 2015, 2014 and 2013 was adjusted for the purposes of earnings per share calculation, for thedividends on the Series B Preferred Shares, the Series D Preferred Shares, the restricted common stock and for the undistributed (income)/ loss that isattributable to Series C preferred stock. F-18 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) (y) Dividends: Dividends are recorded in the Company’s financial statements in the period in which they are declared.(z) Stock based Compensation: In October 2013, Navios Acquisition authorized the issuance of shares of restricted common stock and stock optionsfor its directors. These awards of restricted common stock and stock options are based on service conditions only and vest over three years.The fair value of stock option grants is determined with reference to option pricing model, and principally adjusted Black-Scholes models. The fairvalue of restricted stock is determined by reference to the quoted stock price on the date of grant. Compensation expense is recognized based on a gradedexpense model over the vesting period.The effect of compensation expense arising from the restricted shares and stock options described above amounted to $2,362, $5,254 and $1,089 as ofDecember 31, 2015, 2014 and 2013 and it is reflected in general and administrative expenses on the statements of operations.The estimated compensation cost relating to service conditions of non-vested (a) stock options and (b) restricted stock, not yet recognized was $107and $758, respectively, as of December 31, 2015 and is expected to be recognized over the weighted average period of 0.82 years.NOTE 3: CASH AND CASH EQUIVALENTS AND RESTRICTED CASHCash and cash equivalents consisted of the following: December 31, 2015 December 31, 2014 Cash on hand and at banks $51,831 $19,380 Short-term deposits 2,974 35,113 Total cash and cash equivalents $54,805 $54,493 Short-term deposits relate to time deposit accounts held in banks for general purposes.Cash deposits and cash equivalents in excess of amounts covered by government-provided insurance are exposed to loss in the event of non-performance byfinancial institutions. The Company does maintain cash deposits and equivalents in excess of government-provided insurance limits. The Company alsominimizes exposure to credit risk by dealing with a diversified group of major financial institutions.In restricted cash there is an amount of $6,840 for 2015 and $6,669 for 2014 held in retention account in order to service debt and interest payments, asrequired by certain of Navios Acquisition’s credit facilities.NOTE 4: ACCOUNTS RECEIVABLE, NETAccounts receivable consisted of the following: December 31, 2015 December 31, 2014 Accounts receivable $14,202 $18,273 Less: Provision for doubtful accounts — — Accounts receivable, net $14,202 $18,273 Financial instruments that potentially subject Navios Acquisition to concentrations of credit risk are accounts receivable. Navios Acquisition does notbelieve its exposure to credit risk is likely to have a material adverse effect on its financial position, results of operations or cash flows. F-19 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) NOTE 5: VESSELS, NET Vessels Cost AccumulatedDepreciation Net BookValue Balance at December 31, 2013 $1,478,886 $(125,755) $1,353,131 Additions 437,498 (63,660) 373,838 Disposals (406,054) 65,734 (340,320) Impairment loss (22,724) 12,006 (10,718) Balance at December 31, 2014 $1,487,606 $(111,675) $1,375,931 Additions 207,000 (57,164) 149,836 Disposals (104,274) 20,142 (84,132) Balance at December 31, 2015 $1,590,332 $(148,697) $1,441,635 Acquisition of vessels2015On January 8, 2015, Navios Acquisition took delivery of the Nave Sextans, a newbuilding, 49,999 dwt, MR2 product tanker, from an unaffiliated third partyfor a total cost of $33,373. Cash paid was $17,750 and $15,623 was transferred from vessel deposits.On February 11, 2015, Navios Acquisition took delivery of the Nave Velocity, a newbuilding, 49,999 dwt, MR2 product tanker, from an unaffiliated thirdparty for a total cost of $39,233. Cash paid was $12,591 and $26,642 was transferred from vessel deposits.On November 6, 2015, Navios Acquisition took delivery of the Nave Spherical, a 2009-built, 297,188 dwt VLCC, from an unaffiliated third party for a totalcost of $69,198.On December 2, 2015, Navios Acquisition took delivery of the Nave Photon, a 2008-built, 297,395 dwt VLCC from an unaffiliated third party for a total costof $65,196.Improvements for vessels for the year ended December 31, 2015 amounted to $0 and $410 for the year ended December 31, 2014.2014On February 4, 2014, Navios Acquisition took delivery of the Nave Galactic, a 2009-built, 297,168 dwt VLCC, from an unaffiliated third party, for a totalcost of $51,739. Cash paid was $46,564 and $5,175 was transferred from vessel deposits.On February 12, 2014, Navios Acquisition took delivery of the Nave Quasar, a 2010-built, 297,376 dwt VLCC, from an unaffiliated third party, for a totalcost of $54,687. Cash paid was $49,222 and $5,465 was transferred from vessel deposits.On March 10, 2014, Navios Acquisition took delivery of the Nave Buena Suerte, a 2011-built, 297,491 dwt VLCC, from an unaffiliated third party, for a totalcost of $57,164. Cash paid was $51,450 and $5,714 was transferred from vessel deposits.On May 7, 2014, Navios Acquisition took delivery of the Nave Jupiter, a newbuilding 49,999 dwt, MR2 product tanker, from an unaffiliated third party, for atotal cost of $39,643. Cash paid was $13,907, and $25,736 was transferred from vessel deposits. F-20 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) On June 16, 2014, Navios Acquisition took delivery of the Nave Neutrino, a 2003-built, 298,287 dwt VLCC, from an unaffiliated third party, for a total costof $43,686.On July 21, 2014, Navios Acquisition took delivery of the Nave Electron, a 2002-built, 305,178 dwt VLCC, from an unaffiliated third party, for a total cost of$41,209.On September 19, 2014, Navios Acquisition took delivery of the Nave Luminosity, a newbuilding 49,999 dwt MR2, product tanker, from an unaffiliatedthird party, for a total cost of $39,630.On November 20, 2014, Navios Acquisition took delivery of the Nave Pyxis, a newbuilding 49,998 dwt MR2, product tanker, from an unaffiliated thirdparty, for a total cost of $33,411.On December 9, 2014, Navios Acquisition took delivery of the Nave Synergy, a 2010-built, 299,973 dwt VLCC, from an unaffiliated third party, for a totalcost of $75,918.Disposal of vessels2015On June 18, 2015, Navios Midstream exercised its option to acquire the shares of the vessel-owning subsidiaries of the Nave Celeste, a 2003-built of 298,717dwt VLCC, and the C. Dream from Navios Acquisition for an aggregate sale price of $100,000. The sale price consisted of $73,000 cash consideration and theissuance of 1,592,920 Subordinated Series A Units to Navios Acquisition. Refer to Note 15. The gain on sale of vessels amounted to $5,771 and wascalculated as follows: Proceeds received: Net Cash proceeds received from sale of assets $71,224 Subordinated Series A Units 27,111 98,335 Carrying Value of assets sold: Vessels and deferred dry dock and special survey costs, net (84,184) Favorable & unfavorable leases 37 Working capital 554 (83,593) 14,742 Deferred gain on sale of assets 8,971 Gain on sale of vessels $5,771 2014On May 6, 2014, Navios Acquisition sold the Shinyo Splendor to an unaffiliated third party for an aggregate sale price of $20,020. As of March 31, 2014, animpairment loss of $10,718 related to the Shinyo Splendor has been recognized under the line item “Impairment Loss.” The Company had a currentexpectation that, more likely than not, the Shinyo Splendor would be sold before the end of its previously estimated useful life, and as a result performed animpairment test of the specific asset group. The carrying amount of the asset group was more than its undiscounted future cash flows which resulted in animpairment loss (refer to Note 2(l) for further details related to the impairment test). The vessel’s aggregate net carrying amount as at the date of sale was$19,219 F-21 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) (including the remaining carrying balance of dry dock and special survey costs in the amount of $1,021). The Company received net cash proceeds in theamount of $18,315 and recognized a loss of $904. This loss is presented under “Gain / (loss) on sale of vessels” in the consolidated statements of operations.On November 18, 2014, Navios Acquisition sold all of the outstanding shares of capital stock of four of its vessel-owning subsidiaries (Shinyo OceanLimited, Shinyo Kannika Limited, Shinyo Kieran Limited and Shinyo Saowalak Limited) to Navios Midstream (see Note 1).The gain on sale amounted to $23,503 and was calculated as: Proceeds received: Cash proceeds received from sale of assets $214,854 Common units 18,640 General Partner units 5,720 Subordinated units 140,140 Selling expenses (211) 379,143 Carrying Value of assets sold: Vessels (322,121) Favorable leases (32,129) Other assets / liabilities, net (1,390) (355,640) Gain on sale of vessels $23,503 The Company recorded the common units, general partner units and subordinated units at their fair value on November 18, 2014. Refer to Note 8,“Investment in affiliates”.This gain is included in “Gain / (loss) on sale of vessels” in the consolidated statements of operations. Navios Midstream was deconsolidated from the date ofthe IPO. Refer to Note 8, “Investment in affiliates”.Deposits for vessel acquisitionsDeposits for vessel acquisitions represent deposits for vessels to be delivered in the future. As of December 31, 2015, there were no deposits for vessels to bedelivered in the future. As of December 31, 2014, Navios Acquisition vessel deposits amounted to $42,276 of which $23,540 was financed through loans andthe balance from existing cash. For the year ended December 31, 2014, additions to deposits for vessels acquisitions comprising of cash payments andcapitalized interest were $11,881, which was offset by $71,220 transferred to vessels, net.For the year ended December 31, 2015, 2014 and 2013, capitalized interest amounted to $104, $3,290 and $6,149, respectively. F-22 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) NOTE 6: INTANGIBLE ASSETS OTHER THAN GOODWILLIntangible assets as of December 31, 2015 and December 31, 2014, consisted of the following: Favorable lease terms Cost AccumulatedAmortization Net BookValue Balance at December 31, 2013 $57,070 $(16,899) $40,171 Additions — (4,742) (4,742) Disposals** (44,877) 12,748 (32,129) Write-off* (1,695) 1,695 — Balance at December 31, 2014 $10,498 $(7,198) $3,300 Additions — (776) (776) Disposals*** (10,498) 7,974 (2,524) Balance at December 31, 2015 $— $— $— Unfavorable lease terms Cost AccumulatedAmortization Net BookValue Balance at December 31, 2013 $(5,819) $2,258 $(3,561) Additions — 683 683 Balance at December 31, 2014 $(5,819) $2,941 $(2,878) Additions — 317 317 Disposals*** 5,819 (3,258) 2,561 Balance at December 31, 2015 $— $— $— Amortization (expense) /income of favorable and unfavorable lease terms for the years ended December 31, 2015, 2014 and 2013 is presented in thefollowing table: December 31,2015 December 31,2014 December 31,2013 Unfavorable lease terms $317 $683 $684 Favorable lease terms charter-out(*) (776) (4,742) (11,062) Total $(459) $(4,059) $(10,378) (*)On May 6, 2014, Navios Acquisition sold the Shinyo Splendor to an unaffiliated third party purchaser for an aggregate price of $20,020. An amountof $1,695 has been written off due to the expiration of the time charter of the related favorable lease of the vessel.(**)On November 18, 2014, Navios Acquisition sold all of the outstanding shares of capital stock of four of Navios Acquisition’s vessel-owningsubsidiaries (Shinyo Ocean Limited, Shinyo Kannika Limited, Shinyo Kieran Limited and Shinyo Saowalak Limited) to Navios Midstream. Thecarrying amount of the favorable leases was $32,129.(***)On June 18, 2015, Navios Acquisition sold all of the outstanding shares of capital stock of two of Navios Acquisition’s vessel-owning subsidiaries(Sikinos Shipping Corporation and Shinyo Dream Limited) to Navios Midstream. The carrying amount of the favorable leases was $2,524 and of theunfavorable leases was $(2,561).NOTE 7: GOODWILLGoodwill as of December 31, 2015 and December 31, 2014 amounted to: Balance at January 1, 2014 $1,579 Balance at December 31, 2014 $1,579 Balance at December 31, 2015 $1,579 F-23 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) NOTE 8: INVESTMENT IN AFFILIATESNavios Europe IOn October 9, 2013, Navios Holdings, Navios Acquisition and Navios Maritime Partners L.P. (“Navios Partners”) established Navios Europe Inc. (“NaviosEurope I”) and have ownership interests of 47.5%, 47.5% and 5.0%, respectively. On December 18, 2013, Navios Europe I acquired ten vessels for aggregateconsideration consisting of (i) cash which was funded with the proceeds of senior loan facility (the “Senior Loan I”) and loans aggregating $10,000 fromNavios Holdings, Navios Acquisition and Navios Partners (in each case, in proportion to their ownership interests in Navios Europe I) (collectively, the“Navios Term Loans I”) and (ii) the assumption of a junior participating loan facility (the “Junior Loan I”). In addition to the Navios Term Loans I, NaviosHoldings, Navios Acquisition and Navios Partners will also make available to Navios Europe I (in each case, in proportion to their ownership interests inNavios Europe I) revolving loans up to $24,100 to fund working capital requirements (collectively, the “Navios Revolving Loans I”).On an ongoing basis, Navios Europe I is required to distribute cash flows (after payment of operating expenses, amounts due pursuant to the terms of theSenior Loan I and repayments of the Navios Revolving Loans I) according to a defined waterfall calculation as follows: • First, Navios Holdings, Navios Acquisition and Navios Partners will each earn a 12.7% preferred distribution on the Navios Term Loans I and theNavios Revolving Loans I; and • Second, any remaining cash is then distributed on an 80%/20% basis, respectively, between (i) the Junior Loan I holder and (ii) the holders of theNavios Term Loans I.The Navios Term Loan I will be repaid from the future sale of vessels owned by Navios Europe I and is deemed to be the initial investment by NaviosAcquisition. Navios Acquisition evaluated its investment in Navios Europe I under ASC 810 and concluded that Navios Europe I is a VIE and that theCompany is not the party most closely associated with Navios Europe I and, accordingly, is not the primary beneficiary of Navios Europe I based on thefollowing: • the power to direct the activities that most significantly impact the economic performance of Navios Europe I are shared jointly between (i) NaviosHoldings, Navios Acquisition and Navios Partners and (ii) and the Junior Loan I holder; and • while Navios Europe I’s residual is shared on an 80%/20% basis, respectively, between (i) the Junior Loan I holder and (ii) Navios Holdings, NaviosAcquisition and Navios Partners, the Junior Loan I holder is exposed to a substantial portion of Navios Europe I’s risks and rewards.Navios Acquisition further evaluated its investment in the common stock of Navios Europe I under ASC 323 and concluded that it has the ability to exercisesignificant influence over the operating and financial policies of Navios Europe I and, therefore, its investment in Navios Europe I is accounted for under theequity method.The fleet of Navios Europe I is managed by subsidiaries of Navios Holdings.As of December 31, 2015 and December 31, 2014, the estimated maximum potential loss by Navios Acquisition in Navios Europe I would have been $15,764and $13,414, respectively, which represents the Company’s carrying value of its investment of $5,498 (December 31, 2014: $4,935) the Company’s portionof the carrying balance of the Navios Revolving Loans I including accrued interest on the Navios Term Loans I of $8,523 (December 31, 2014: $7,791) andthe accrued interest income on the Navios Revolving Loans I in the amount of $1,743 (December 31, 2014: $688) which is included under “Due from relatedparties”. Refer to Note 15 for the terms of the Navios Revolving Loans I. Income recognized for the year ended December 31, 2015 was $732 (December 31,2014: $644). F-24 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) Accounting for basis differenceThe initial investment in Navios Europe I recorded under the equity method of $4,750, at the inception included the Company’s share of the basis differencebetween the fair value and the underlying book value of the assets of Navios Europe I, which amounted to $ 6,763. This difference is amortized through“Equity in net earnings of affiliated companies” over the remaining life of Navios Europe I. As of December 31, 2015 and December 31, 2014, theunamortized difference between the carrying amount of the investment in Navios Europe I and the amount of the Company’s underlying equity in net assetsof Navios Europe I was $5,386, and $6,063, respectively.Navios Europe IIOn February 18, 2015, Navios Holdings, Navios Acquisition and Navios Partners established Navios Europe (II) Inc. (“Navios Europe II”) and have ownershipinterests of 47.5%, 47.5% and 5.0%, respectively. From June 8, 2015 through December 31, 2015, Navios Europe II acquired fourteen vessels for: (i) cashconsideration of $145,550 (which was funded with the proceeds of $131,550 of senior loan facilities (the “Senior Loans II”) and loans aggregating $14,000from Navios Holdings, Navios Acquisition and Navios Partners (in each case, in proportion to their ownership interests in Navios Europe II) (collectively, the“Navios Term Loans II”) and (ii) the assumption of a junior participating loan facility (the “Junior Loan II”) with a face amount of $182,150 and fair value of$99,147. In addition to the Navios Term Loans II, Navios Holdings, Navios Acquisition and Navios Partners will also make available to Navios Europe II (ineach case, in proportion to their ownership interests in Navios Europe II) revolving loans up to $38,500 to fund working capital requirements (collectively,the “Navios Revolving Loans II”).On an ongoing basis, Navios Europe II is required to distribute cash flows (after payment of operating expenses, amounts due pursuant to the terms of theSenior Loans and repayments of the Navios Revolving Loans II) according to a defined waterfall calculation as follows: • First, Navios Holdings, Navios Acquisition and Navios Partners will each earn a 18.0% preferred distribution on the Navios Term Loans II and theNavios Revolving Loans II; and • Second, any remaining cash is then distributed on an 80%/20% basis, respectively, between (i) the Junior Loan II holder and (ii) the holders of theNavios Term Loans II.The Navios Term Loan II will be repaid from the future sale of vessels owned by Navios Europe II and is deemed to be the initial investment by NaviosAcquisition. Navios Acquisition evaluated its investment in Navios Europe II under ASC 810 and concluded that Navios Europe II is a “VIE” and that theCompany is not the party most closely associated with Navios Europe II and, accordingly, is not the primary beneficiary of Navios Europe II based on thefollowing: • the power to direct the activities that most significantly impact the economic performance of Navios Europe II are shared jointly between (i) NaviosHoldings, Navios Acquisition and Navios Partners and (ii) the Junior Loan holder II; and • while Navios Europe II’s residual is shared on an 80%/20% basis, respectively, between (i) the Junior Loan holder II and (ii) Navios Holdings, NaviosAcquisition and Navios Partners, the Junior Loan II holder is exposed to a substantial portion of Navios Europe II’s risks and rewards.Navios Acquisition further evaluated its investment in the common stock of Navios Europe II under ASC 323 and concluded that it has the ability to exercisesignificant influence over the operating and financial policies of Navios Europe II and, therefore, its investment in Navios Europe II is accounted for underthe equity method. F-25 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) The fleet of Navios Europe II is managed by subsidiaries of Navios Holdings.As of December 31, 2015, the estimated maximum potential loss by Navios Acquisition in Navios Europe II would have been $15,867, which represents theCompany’s carrying value of the investment of $7,342, the Company’s balance of the Navios Revolving Loans II including accrued interest on the NaviosTerm Loans II of $7,952 and the accrued interest income on the Navios Revolving Loans II in the amount of $573 which is included under “Due from relatedparties”.As of December 31, 2015, the Navios Acquisition’ portion of the Navios Revolving Loan II outstanding was $7,327. Income recognized for the year endedDecember 31, 2015 was $625.Accounting for basis differenceThe initial investment in Navios Europe II recorded under the equity method of $6,650, at the inception included the Company’s share of the basis differencebetween the fair value and the underlying book value of the assets of Navios Europe II, which amounted to $9,419. This difference is amortized through“Equity in net earnings of affiliated companies” over the remaining life of Navios Europe II. As of December 31, 2015, the unamortized difference betweenthe carrying amount of the investment in Navios Europe II and the amount of the Company’s underlying equity in net assets of Navios Europe II was $8,895.Navios Midstream (Revised)On October 13, 2014, the Company formed in the Marshall Islands a wholly-owned subsidiary, Navios Midstream. The purpose of Navios Midstream is toown, operate and acquire crude oil tankers, refined petroleum product tankers, chemical tankers and liquefied petroleum gas tankers under long-termemployment contracts.On the same day, the Company formed in the Marshall Islands a limited liability company, Navios Maritime Midstream Partners GP LLC (the “NaviosMidstream General Partner”) a wholly-owned subsidiary to act as the general partner of Navios Midstream.Navios Midstream completed an IPO of its units on November 18, 2014 and is listed on the NYSE under the symbol “NAP.”In connection with the IPO of Navios Midstream in November 2014, Navios Acquisition sold all of the outstanding shares of capital stock of four of NaviosAcquisition’s vessel-owning subsidiaries (Shinyo Ocean Limited, Shinyo Kannika Limited, Shinyo Kieran Limited and Shinyo Saowalak Limited) inexchange for: (i) all of the estimated net cash proceeds from the IPO amounting to $110,403; (ii) $104,451 of the $126,000 borrowings under NaviosMidstream’s new credit facility; (iii) 9,342,692 subordinated units and 1,242,692 common units; and (iv) 381,334 general partner units, representing a 2.0%general partner interest in Navios Midstream, and all of the incentive distribution rights in Navios Midstream to the Navios Midstream General Partner.The Company evaluated its investment in Navios Midstream under ASC 810 and concluded that Navios Midstream is not a “VIE”. The Company furtherevaluated the power to control the board of directors of Navios Midstream under the voting interest model. As of the IPO date, Navios Acquisition, as thegeneral partner, delegated all its powers to the board of directors of Navios Midstream and does not have the right to remove or replace the elected directorsfrom the board of directors. Elected directors were appointed by the general partner, but as of the IPO date are deemed to be elected directors. The electeddirectors represent the majority of the F-26 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) board of directors of Midstream and therefore, the Company concluded that it does not hold a controlling financial interest in Navios Midstream butconcluded that it does maintain significant influence and deconsolidated the vessels sold as of the IPO date.Following the deconsolidation of Navios Midstream, the Company accounts for all of its interest in the general partner and in each of the common andsubordinated units under the equity method of accounting.In connection with the sale of Nave Celeste and the C. Dream to Navios Midstream in June 2015, Navios Acquisition received 1,592,920 Subordinated SeriesA Units of Navios Midstream, as part of the sales price. In conjunction with the transaction, Navios Midstream also issued 32,509 general partner units to theGeneral Partner for $551, in order for the General Partner to maintain its 2.0% general partnership interest. The Company analyzed its investment in thesubordinated Series A units and concluded that this is to be accounted for under the equity method on the basis that the Company has significant influenceover Navios Midstream. The Company’s investment in the subordinated Series A units was fair valued at $ 17.02 per unit, in total $27,111 on the date of thesale of the vessels to Navios Midstream.Following the above transactions, as of December 31, 2015 the Company owned a 2.0% general partner interest in Navios Midstream through the NaviosMidstream General Partner and a 58.85% limited partnership interest through the ownership of subordinated units (45.15%), the subordinated series A units(7.7%) and through common units (6.01%), based on all of the outstanding common, subordinated and general partner units.As of December 31, 2015 and December 31, 2014, the carrying amount of the investment in Navios Midstream was $191,968 and $165,671, respectively.Accounting for basis differenceThe initial investment in Navios Midstream following the completion of the IPO recorded under the equity method of $183,141, as of the deconsolidationdate included the Company’s share of the basis difference between the fair value and the underlying book value of Navios Midstream’s assets, whichamounted to $20,169. Of this difference, an amount of $(332) was allocated on the intangibles assets and $20,501 was allocated on the tangible assets. Thisdifference is amortized through “Equity in net earnings of affiliated companies” over the remaining life of Navios Midstream’s tangible and intangible assets.In connection with the sale of the Nave Celeste and the C. Dream, the Company recognized its incremental investment upon the receipt of the Subordinatedseries A units in Navios Midstream, which amounted to $27,665 under “Investment in affiliates”. The investment was recognized at fair value at $17.02 perunit. The incremental investment included the Company’s share of the basis difference between the fair value and the underlying book value of NaviosMidstream’s assets at the transaction date, which amounted to $2,554. Of this difference an amount of $(72) was allocated to the intangible assets and $2,626was allocated to the tangible assets. This difference is amortized through “Equity in net earnings of affiliated companies” over the remaining life of NaviosMidstream’s tangible and intangible assets.As of December 31, 2015 and December 31, 2014, the unamortized difference between the carrying amount of the investment in Navios Midstream and theamount of the Company’s underlying equity in net assets of Navios Midstream was $22,120 and $20,076, respectively. This difference is amortized through“Equity in net earnings of affiliated companies” over the remaining life of Navios Midstream’s tangible and intangible assets. F-27 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) For the year ended December 31, 2015 and 2014, total income from the Company’s equity method investees recognized in “Equity in net earnings ofaffiliated companies” was $17,090 and $1,356, respectively. Dividends received during the year ended December 31, 2015 were $17,202 (0 for the yearended December 31, 2014).Summarized financial information of the affiliated companies is presented below: December 31, 2015 December 31, 2014 Balance Sheet NaviosMidstream NaviosEurope I NaviosEurope II NaviosMidstream NaviosEurope I NaviosEurope II Cash and cash equivalents, including restricted cash $37,834 $11,839 $17,366 $30,877 $12,042 $— Current assets 45,860 14,782 22,539 31,742 13,764 — Non-current assets 434,708 179,023 245,154 353,920 190,638 — Current liabilities 4,078 15,377 16,897 18,113 15,649 — Long-term debt including current portion, net of deferred financecosts and discount 197,819 96,580 129,185 124,087 107,034 — Financial liabilities at fair value* — 68,535 23,568 — 68,764 — Non-current liabilities 197,176 182,537 173,543 114,065 191,744 — (*) representing the fair value of Junior Loan I and Junior Loan II, respectively. Year EndedDecember 31, 2015 For theperiodNovember 18,2014 toDecember 31,2014 Year EndedDecember 31, 2014 Year EndedDecember 31, 2013 Income Statement NaviosMidstream NaviosEurope I NaviosEurope II NaviosMidstream NaviosEurope I NaviosEurope II NaviosMidstream NaviosEurope I NaviosEurope II Revenue $83,362 $41,437 $20,767 $7,643 $35,119 $— $— $1,152 $— Net income/(loss) before non-cashchange in fair value of Junior Loan 27,072 (1,347) 1,673 2,551 (5,061) — — (355) — Net income/(loss) 27,072 (1,118) 77,252 2,551 (1,896) — — (1,096) — NOTE 9: ACCOUNTS PAYABLEAccounts payable as of December 31, 2015 and 2014 consisted of the following: December 31,2015 December 31,2014 Creditors $638 $505 Brokers 1,800 900 Professional and legal fees 315 194 Total accounts payable $2,753 $1,599 NOTE 10: DIVIDENDS PAYABLEOn November 9, 2012, the Board of Directors declared a quarterly cash dividend in respect of the third quarter of 2012 of $0.05 per share of common stock. Adividend in the aggregate amount of $2,410 was paid on January 4, 2013 out of which $2,026 was paid to the stockholders of record as of December 19, 2012and $384 was paid to Navios Holdings, the holder of the 1,000 shares of the Series C preferred stock. F-28 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) On February 7, 2013, the Board of Directors declared a quarterly cash dividend in respect of the fourth quarter of 2012 of $0.05 per common share payable onApril 4, 2013 to stockholders of record as of March 19, 2013. A dividend in the aggregate amount of $4,172 was paid April 4, 2013 out of which $3,788 waspaid to the stockholders of record as of March 19, 2013 and $384 was paid to Navios Holdings, the holder of the 1,000 shares of the Series C preferred stock.On April 30, 2013, the Board of Directors declared a quarterly cash dividend in respect of the first quarter of 2013 of $0.05 per share of common stock. Adividend in the aggregate amount of $5,816 was paid July 3, 2013 out of which $5,432 was paid to the stockholders of record as of June 19, 2013 and $384was paid to Navios Holdings, the holder of the 1,000 shares of the Series C preferred stock.On August 14, 2013, the Board of Directors declared a quarterly cash dividend in respect of the second quarter of 2013 of $0.05 per share of common stock. Adividend in the aggregate amount of $7,115 was paid on October 2, 2013 out of which $6,731 was paid to the stockholders of record as of September 18,2013 and $384 was paid to Navios Holdings, the holder of the 1,000 shares of the Series C preferred stock.On November 8, 2013, the Board of Directors declared a quarterly cash dividend for the third quarter of 2013 of $0.05 per share of common stock. A dividendin the aggregate amount of $7,220 was paid on January 7, 2014 out of which $6,836 was paid to the stockholders of record as of December 19, 2013including holders of restricted stock and $384 was paid to Navios Holdings, the holder of the 1,000 shares of the Series C preferred stock.On February 7, 2014, the Board of Directors of Navios Acquisition declared a quarterly cash dividend for the fourth quarter of 2013 of $0.05 per share ofcommon stock. A dividend in the aggregate amount of $7,967 was paid on April 8, 2014 out of which $7,583 was paid to the stockholders of record as ofMarch 19, 2014 and $384 was paid to Navios Holdings, the holder of the 1,000 shares of the Series C preferred stock.On May 9, 2014, the Board of Directors declared a quarterly cash dividend in respect of the first quarter of 2014 of $0.05 per share of common stock payableon July 3, 2014 to stockholders of record as of June 17, 2014. A dividend in the aggregate amount of $7,967 was paid on July 3, 2014 out of which $7,583was paid to the stockholders of record as of June 17, 2014 and $384 was paid to Navios Holdings, the holder of the 1,000 shares of the Series C preferredstock.On August 11, 2014, the Board of Directors declared a quarterly cash dividend in respect of the second quarter of 2014 of $0.05 per share of common stockpayable on October 1, 2014 to stockholders of record as of September 17, 2014. A dividend in the aggregate amount of $7,967 was paid on October 2, 2014out of which $7,583 was paid to the stockholders of record as of September 17, 2014 and $384 was paid to Navios Holdings, the holder of the 1,000 shares ofthe Series C preferred stock.On October 31, 2014, the Board of Directors declared a quarterly cash dividend in respect of the third quarter of 2014 of $0.05 per share of common stockpayable on January 6, 2015 to stockholders of record as of December 17, 2014. A dividend in the aggregate amount of $7,967 was paid on January 6, 2015out of which $7,583 was paid to the stockholders of record as of December 17, 2014 and $384 was paid to Navios Holdings, the holder of the 1,000 shares ofthe Series C Preferred Stock.On February 6, 2015, the Board of Directors declared a quarterly cash dividend in respect of the fourth quarter of 2014 of $0.05 per share of common stockpayable on April 2, 2015 to stockholders of record as of March 18, 2015. A dividend in the aggregate amount of $7,977 was paid on April 2, 2015 out ofwhich $7,593 was paid to the stockholders of record as of March 18, 2015 and $384 was paid to Navios Holdings, the holder of the 1,000 shares of the SeriesC Preferred Stock. F-29 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) On May 11, 2015, the Board of Directors declared a quarterly cash dividend in respect of the first quarter of 2015 of $0.05 per share of common stock payableon July 2, 2015 to stockholders of record as of June 18, 2015. A dividend in the aggregate amount of $7,986 was paid on July 2, 2015 out of which $7,602was paid to the stockholders of record as of June 18, 2015 and $384 was paid to Navios Holdings, the holder of the 1,000 shares of the Series C PreferredStock.On August 13, 2015, the Board of Directors declared a quarterly cash dividend for the second quarter of 2015 of $0.05 per share of common stock payable onSeptember 24, 2015 to stockholders of record as of September 18, 2015. A dividend in the aggregate amount of $7,922 was paid on September 24, 2015 outof which $7,538 was paid to the stockholders of record as of September 18, 2015 and $384 was paid to Navios Holdings, the holder of the 1,000 shares of theSeries C Preferred Stock.On November 6, 2015, the Board of Directors declared a quarterly cash dividend for the third quarter of 2015 of $0.05 per share of common stock payable onDecember 23, 2015 to stockholders of record as of December 17, 2015. A dividend in the aggregate amount of $7,873 was paid on December 23, 2015 out ofwhich $7,489 was paid to the stockholders of record as of December 17, 2015 and $384 was paid to Navios Holdings, the holder of the 1,000 shares of theSeries C Preferred Stock.As of December 31, 2015, Navios Acquisition had declared dividends in the aggregate of $359 to the holders of the Series B and Series D Preferred Stock.The declaration and payment of any further dividends remain subject to the discretion of the Board of Directors and will depend on, among other things,Navios Acquisition’s cash requirements as measured by market opportunities and restrictions under its credit agreements and other debt obligations and suchother factors as the Board of Directors may deem advisable.NOTE 11: ACCRUED EXPENSESAccrued expenses as of December 31, 2015 and December 31, 2014 consisted of the following: December 31,2015 December 31,2014 Accrued voyage expenses $485 $559 Accrued loan interest 9,026 8,925 Accrued legal and professional fees 291 777 Total accrued expenses $9,802 $10,261 F-30 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) NOTE 12: BORROWINGS December 31,2015 December 31,2014 Commerzbank AG, Alpha Bank AE, Credit Agricole Corporate and Investment Bank $119,250 $128,250 BNP Paribas S.A. and DVB Bank S.E. 65,250 69,750 DVB Bank S.E. and ABN Amro Bank N.V. — 17,931 Eurobank Ergasias S.A. $52,200 41,025 43,753 Eurobank Ergasias S.A. $52,000 38,550 40,998 Norddeutsche Landesbank Girozentrale 26,953 24,971 DVB Bank S.E. and Credit Agricole Corporate and Investment Bank 51,953 55,078 Ship Mortgage Notes $670,000 670,000 670,000 Deutsche Bank AG Filiale Deutschlandgeschäft and Skandinaviska Enskilda Banken AB 125,000 74,639 HSH Nordbank AG $40,300 34,633 37,152 BNP Paribas $44,000 44,000 — 1,216,614 1,162,522 Less: Deferred finance costs, net (20,640) (22,330) Add: bond premium 1,609 1,810 Total borrowings $1,197,583 $1,142,002 Less: current portion, net of deferred finance costs (62,643) (31,882) Total long-term borrowings, net of current portion, bond premium and deferred finance costs $1,134,940 $1,110,120 Long-Term Debt Obligations and Credit ArrangementsShip Mortgage Notes:8 1/8% First Priority Ship Mortgages: On November 13, 2013, the Company and its wholly owned subsidiary, Navios Acquisition Finance (US) Inc.(“Navios Acquisition Finance” and together with the Company, the “2021 Co-Issuers”) issued $610,000 in first priority ship mortgage notes (the “ExistingNotes”) due on November 15, 2021 at a fixed rate of 8.125%.On March 31, 2014, the Company completed a sale of $60,000 of its first priority ship mortgage notes due in 2021 (the “Additional Notes,” and together withthe Existing Notes, the “2021 Notes”). The terms of the Additional Notes are identical to the Existing Notes and were issued at 103.25% plus accrued interestfrom November 13, 2013. The net cash received amounted to $59,598.The 2021 Notes are fully and unconditionally guaranteed on a joint and several basis by all of Navios Acquisition’s subsidiaries with the exception ofNavios Acquisition Finance (a co-issuer of the 2021 Notes).The 2021 Co-Issuers have the option to redeem the 2021 Notes in whole or in part, at any time (i) before November 15, 2016, at a redemption price equal to100% of the principal amount, plus a make-whole premium, plus accrued and unpaid interest, if any, and (ii) on or after November 15, 2016, at a fixed priceof 106.094% of the principal amount, which price declines ratably until it reaches par in 2019, plus accrued and unpaid interest, if any. F-31 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) At any time before November 15, 2016, the 2021 Co-Issuers may redeem up to 35% of the aggregate principal amount of the 2021 Notes with the netproceeds of an equity offering at 108.125% of the principal amount of the 2021 Notes, plus accrued and unpaid interest, if any, so long as at least 65% of theaggregate principal amount of the Existing Notes remains outstanding after such redemption.In addition, upon the occurrence of certain change of control events, the holders of the notes will have the right to require the 2021 Co-Issuers to repurchasesome or all of the 2021 Notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date.The 2021 Notes contain covenants which, among other things, limit the incurrence of additional indebtedness, issuance of certain preferred stock, thepayment of dividends, redemption or repurchase of capital stock or making restricted payments and investments, creation of certain liens, transfer or sale ofassets, entering in transactions with affiliates, merging or consolidating or selling all or substantially all of the 2021 Co-Issuers’ properties and assets andcreation or designation of restricted subsidiaries. The 2021 Co-Issuers were in compliance with the covenants as of December 31, 2015.The Existing Notes and the Additional Notes are treated as a single class for all purposes under the indenture including, without limitation, waivers,amendments, redemptions and other offers to purchase and the Additional Notes rank evenly with the Existing Notes. The Additional Notes and the ExistingNotes have the same CUSIP number.GuaranteesThe Company’s 2021 Notes are fully and unconditionally guaranteed on a joint and several basis by all of the Company’s subsidiaries with the exception ofNavios Acquisition Finance (a co-issuer of the 2021 notes). The Company’s 2021 Notes are unregistered. The guarantees of our subsidiaries that ownmortgaged vessels are senior secured guarantees and the guarantees of our subsidiaries that do not own mortgaged vessels are senior unsecured guarantees.All subsidiaries, including Navios Acquisition Finance are 100% owned. Navios Acquisition does not have any independent assets or operations. Except asprovided above, Navios Acquisition does not have any subsidiaries that are not guarantors of the 2021 Notes.Credit FacilitiesCommerzbank AG, Alpha Bank A.E., and Credit Agricole Corporate and Investment Bank: Navios Acquisition assumed a loan agreement dated April 7, 2010,with Commerzbank AG, Alpha Bank A.E. and Credit Agricole Corporate and Investment Bank of up to $150,000 (divided in six equal tranches of $25,000each) to partially finance the construction of two chemical tankers and four product tankers. Each tranche of the facility is repayable in 12 equal semi-annualinstallments of $750 each with a final balloon payment of $16,000 to be repaid on the last repayment date. The repayment of each tranche started six monthsafter the delivery date of the respective vessel which that tranche financed. It bears interest at a rate of LIBOR plus 250 bps. The loan also requirescompliance with certain financial covenants. As of December 31, 2015, the amount of $119,250 was outstanding.BNP Paribas S.A. Bank and DVB Bank S.E.: Navios Acquisition assumed a loan agreement dated April 8, 2010, of up to $75,000 (divided in three equaltranches of $25,000 each) to partially finance the purchase price of three product tankers. Each of the tranches is repayable in 12 equal semi-annualinstallments of $750 each with a final balloon payment of $16,000 to be repaid on the last repayment date. The repayment date of each tranche started sixmonths after the delivery date of the respective vessel which that tranche finances. It bears interest at a rate of LIBOR plus 250 bps. The loan also requirescompliance with certain financial covenants. As of December 31, 2015, $65,250 was outstanding. F-32 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) DVB Bank S.E. and ABN AMRO Bank N.V.: On May 28, 2010, Navios Acquisition entered into a loan agreement with DVB Bank S.E. and ABN AMRO BankN.V. of up to $52,000 (divided into two tranches of $26,000 each) to partially finance the acquisition costs of two product tanker vessels. The repayment ofeach tranche started three months after the delivery date of the respective vessel and bore an interest at a rate of LIBOR plus 275 bps. The loan also requiredcompliance with certain financial covenants. After various amendments, on November 13, 2014, the Company prepaid an amount of $18,379 which was theentire amount outstanding under one of the two tranches using a portion of the proceeds received from Navios Midstream’s IPO. In June 2015, the Companyfully prepaid the outstanding balance under this loan facility. The repayment of the loan agreement was accounted for as a debt extinguishment inaccordance with ASC470 Debt and the remaining unamortized balance of $91 was written-off from the deferred financing fees.Eurobank Ergasias S.A.: On October 26, 2010, Navios Acquisition entered into a loan agreement with Eurobank Ergasias S.A. of up to $52,200, of which$51,600 has been drawn (divided into two tranches of $26,100 and $25,500, respectively) to partially finance the acquisition costs of two LR1 producttanker vessels. Each tranche of the facility is repayable in 32 quarterly installments of $345 and $337, respectively, with a final balloon payment of $15,060and $14,716, respectively, to be repaid on the last repayment date. The repayment of each tranche started three months after the delivery date of therespective vessel. The loan bears interest at a rate of LIBOR plus (i) 250 bps for the period prior to the delivery date in respect of the vessel being financed,and (ii) thereafter 275 bps. The loan also requires compliance with certain financial covenants. The facility was fully drawn and $41,025 was outstanding asof December 31, 2015.Eurobank Ergasias S.A.: On December 6, 2010, Navios Acquisition entered into a loan agreement with Eurobank Ergasias S.A. of up to $52,000 out of which$46,200 has been drawn (divided into two tranches of $23,100 each) to partially finance the acquisition costs of two LR1 product tanker vessels. Eachtranche of the facility is repayable in 32 equal quarterly installments of $306 each with a final balloon payment of $13,308, to be repaid on the lastrepayment date. The repayment of each tranche started three months after the delivery date of the respective vessel. It bears interest at a rate of LIBOR plus300 bps. The loan also requires compliance with certain financial covenants. The facility was fully drawn and $38,550 was outstanding as of December 31,2015.Norddeutsche Landesbank Girozentrale: On December 29, 2011, Navios Acquisition entered into a loan agreement with Norddeutsche LandesbankGirozentrale of up to $28,125 to partially finance the purchase price of one MR2 product tanker vessel. The facility is repayable in 32 quarterly installmentsof $391 each with a final balloon payment of $15,625 to be repaid on the last repayment date. The repayment starts three months after the delivery of thevessel and bears interest at a rate of LIBOR plus: (a) up to but not including the drawdown date of, 175 bps per annum; (b) thereafter until, but not including,the tenth repayment date, 250 bps per annum; and (c) thereafter 300 bps per annum. The loan also requires compliance with certain financial covenants.During the first quarter of 2015, the facility was fully drawn and as of December 31, 2015, an amount of $26,953 was outstanding under this loan agreement.DVB Bank S.E. and Credit Agricole Corporate and Investment Bank: On December 29, 2011, Navios Acquisition entered into a loan agreement with DVBBank SE and Credit Agricole Corporate and Investment Bank of up to $56,250 (divided into two tranches of $28,125 each) to partially finance the purchaseprice of two MR2 product tanker vessels. Each tranche of the facility is repayable in 32 quarterly installments of $391 each with a final balloon payment of$15,625 to be repaid on the last repayment date. The repayment starts three months after the delivery of the respective vessel and bears interest at a rate ofLIBOR plus: (a) up to but not including the drawdown date of, 175 bps per annum; (b) thereafter until, but not including, the tenth repayment date, 250 bpsper annum; and (c) thereafter 300 bps per annum. The loan also requires compliance with certain financial covenants. As of December 31, 2015, the facilitywas fully drawn and $51,953 was outstanding. F-33 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) The Navios Holdings Credit Facilities: Navios Acquisition entered into a $40,000 credit facility with Navios Holdings and paid $400 as an arrangement fee.The $40,000 facility has a margin of LIBOR plus 300 bps and pursuant to an agreement dated November 8, 2011, the Navios Holdings’ credit facility wasextended to December 2014. Pursuant to an amendment in October 2010, the facility will be available for multiple drawings up to a limit of $40,000. InDecember 2014 the facility was renewed for one year. As of December 31, 2015, there was no amount outstanding under this facility.On November 11, 2014, Navios Acquisition entered into a short term credit facility with Navios Holdings pursuant to which Navios Acquisition may borrowup to $200,000 for general corporate purposes. The loan provided for an arrangement fee of $4,000 and bore a fixed interest of 600 bps. On November 13,2014, the Company drew an amount of $169,650 from the facility. The facility matured and was fully repaid by December 29, 2014.HSH Nordbank AG: On August 20, 2013, Navios Acquisition entered into a loan agreement with HSH Nordbank AG of up to $40,300 (divided in twotranches of $20,150 each), to partially finance the acquisition of two chemical tanker vessels. Each tranche of the facility is repayable in 28 quarterlyinstallments of $315 with a final balloon payment of $11,334 to be paid on the last repayment date. The facility bears interest at a rate of LIBOR plus 320bps. The loan also requires compliance with certain financial covenants. As of December 31, 2015, the facility was fully drawn and $34,633 was outstanding.Deutsche Bank AG Filiale Deutschlandgeschäft and Skandinaviska Enskilda Banken AB: On July 18, 2014, Navios Acquisition, entered into a five-year termloan facility of up to $132,413 (divided into eight tranches) with Deutsche Bank AG Filiale Deutschlandgeschäft and Skandinaviska Enskilda Banken ABfor the: (i) refinancing of the purchase price for one very large crude carrier and two MR2 product tankers; (ii) post-delivery financing of two newbuildingMR2 product tankers, and (iii) the refinancing of a credit facility with Deutsche Bank AG Filiale Deutschlandgeschäft for three MR2 product tankers. OnNovember 13, 2014, the Company prepaid an amount of $29,610 which was the entire amount outstanding under two of the tranches. In June 2015, theCompany prepaid an amount of $29,678 which was the entire amount outstanding under another two tranches.In November 2015, Navios Acquisition, entered into a term loan facility of up to $125,000 (divided into five tranches) with Deutsche Bank AG FilialeDeutschlandgeschäft and Skandinaviska Enskilda Banken AB for the: (i) financing of the purchase price of the Nave Spherical; and (ii) the refinancing of theexisting facility with Deutsche Bank AG Filiale Deutschlandgescäft and Skandinaviska Enskilda Banken AB as described above. The refinancing was treatedas a modification for accounting purposes. The four of the five tranches of the facility are repayable in 20 quarterly installments of between approximately$435 and $1,896, each with a final balloon repayment to be made on the last repayment date. The fifth tranche is repayable in 16 quarterly installments ofbetween approximately $709 and $803, each. The maturity date of the loan is in the fourth quarter of 2020. The credit facility bears interest at LIBOR plus295 bps per annum. As of December 31, 2015, the facility was fully drawn and $125,000 was outstanding.BNP Paribas S.A. Bank: On December 18, 2015, Navios Acquisition, through certain of its wholly owned subsidiaries, entered into a term loan facilityagreement of up to $44,000 with BNP Paribas, as agent and the lenders named therein, for the partial post-delivery financing of a LR1 product tanker and aMR2 product tanker. The facility is repayable in 12 equal consecutive semi-annual installments in the amount of $2,000 each, with a final balloon paymentof the balance to be repaid on the last repayment date. The maturity date of the loan is in December 2021. The loan bears interest at LIBOR plus 230 bps perannum. As of December 31, 2015, the facility was fully drawn and $44,000 was outstanding. F-34 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) The loan facilities include, among other things, compliance with loan to value ratios and certain financial covenants: (i) minimum liquidity higher of$40,000 or $1,000 per vessel; (ii) net worth ranging from $50,000 to $135,000; and (iii) total liabilities divided by total assets, adjusted for market values tobe lower than 75%. It is an event of default under the credit facilities if such covenants are not complied with, including the loan to value ratios for which theCompany may provide sufficient additional security to prevent such an event.As of December 31, 2015, the Company was in compliance with its covenants.Amounts drawn under the facilities are secured by first preferred mortgages on Navios Acquisition’s vessels and other collateral and are guaranteed by eachvessel-owning subsidiary. The credit facilities contain a number of restrictive covenants that prohibit or limit Navios Acquisition from, among other things:incurring or guaranteeing indebtedness; entering into affiliate transactions; changing the flag, class, management or ownership of Navios Acquisition’svessels; changing the commercial and technical management of Navios Acquisition’s vessels; selling Navios Acquisition’s vessels; and subordinating theobligations under each credit facility to any general and administrative costs relating to the vessels, including the fixed daily fee payable under themanagement agreement. The credit facilities also require Navios Acquisition to comply with the ISM Code and ISPS Code and to maintain valid safetymanagement certificates and documents of compliance at all times.The maturity table below reflects the principal payments of all notes and credit facilities outstanding as of December 31, 2015 for the next five years andthereafter and is based on the repayment schedule of the respective loan facilities (as described above) and the outstanding amount due under the 2021 Notes. December 31,2015 Long-Term Debt Obligations: Year December 31, 2016 $64,382 December 31, 2017 62,132 December 31, 2018 73,549 December 31, 2019 131,359 December 31, 2020 135,722 December 31, 2021 and thereafter 749,470 Total $1,216,614 F-35 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) NOTE 13: FAIR VALUE OF FINANCIAL INSTRUMENTSFair Value of Financial InstrumentsThe 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 valuebecause of the short maturity of these investments.Restricted Cash: The carrying amounts reported in the consolidated balance sheets for interest bearing deposits approximate their fair value because of theshort maturity of these investments.Due from related parties: The carrying amount of due from related parties, short-term reported in the balance sheet approximates its fair value due to theshort-term nature of these accounts receivable.Due to related parties, short-term: The carrying amount of due to related parties, short-term reported in the balance sheet approximates its fair value due tothe short-term nature of these accounts payable and no significant changes in interest rates.Other long-term debt, net of deferred finance costs: As a result of the adoption of ASU 2015-03, the book value has been adjusted to reflect the netpresentation of deferred financing costs. The outstanding balance of the floating rate loans continue to approximate its fair value, excluding the effect of anydeferred finance costs.Ship Mortgage Notes and premiums: The fair value of the 2021 Notes, which has a fixed rate, was determined based on quoted market prices, as indicated inthe table below.Loans receivable from affiliates: The carrying amount of the loans approximates its fair value.Due to related parties, long-term: The carrying amount of the floating rate payable approximates its fair value. December 31, 2015 December 31, 2014 Book Value Fair Value Book Value Fair Value Cash and cash equivalents $54,805 $54,805 $54,493 $54,493 Restricted cash $6,840 $6,840 $6,669 $6,669 Due from related parties, short-term $17,837 $17,837 $1,361 $1,361 Due to related parties, short-term $— $— $18,489 $18,489 Ship mortgage notes and premium $658,048 $589,185 $656,552 $657,860 Other long-term debt, net of deferred finance costs $539,535 $546,614 $485,450 $492,522 Due to related parties, long term $— $— $9,625 $9,625 Loans receivable from affiliates $16,474 $16,474 $7,791 $7,791 Fair Value MeasurementsThe 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 itemsdoes 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 themeasurement date. F-36 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) Level III: Inputs that are unobservable. The Company did not use any Level III inputs as of December 31, 2015. Fair Value Measurements at December 31, 2015 Using Total Level I Level II Level III Cash and cash equivalents $54,805 $54,805 $— $— Restricted cash $6,840 $6,840 $— $— Ship mortgage notes and premium $589,185 $589,185 $— $— Other long-term debt(1) $546,614 $— $546,614(1) $— Loans receivable from affiliates(2) $16,474 $— $16,474(2) $— Due from related parties(3) $17,837 $— $17,837(3) $— Fair Value Measurements at December 31, 2014 Using Total Level I Level II Level III Cash and cash equivalents $54,493 $54,493 $— $— Restricted cash $6,669 $6,669 $— $— Ship mortgage notes and premium $657,860 $657,860 $— $— Other long-term debt(1) $492,522 $— $492,522(1) $— Loans receivable from affiliates(2) $7,791 $— $7,791(2) $— Due to related parties, long-term(1) $9,625 $— $9,625(1) $— Due from related parties, short-term(3) $1,361 $— $1,361(3) $— Due to related parties, short-term $18,489 $— $18,489 $— (1)The fair value of the Company’s other long-term debt and due to related parties, long-term is estimated based on currently available debt with similarcontract terms, interest rate and remaining maturities as well as taking into account the Company’s creditworthiness.(2)The fair value of the Company’s loans receivable from affiliate companies is estimated based on currently available debt with similar contract terms,interest rate and remaining maturities as well as taking into account the counterparty’s creditworthiness.(3)The fair value of the Company’s due from related parties takes into account the counterparty’s creditworthiness.NOTE 14: LEASESChartered-out:The future minimum contractual lease income (charter-out rates is presented net of commissions) is as follows: Amount 2016 $178,740 2017 81,567 2018 13,987 2019 6,218 2020 — Thereafter — Total minimum lease revenue, net of commissions $280,512 Revenues from time charters are not generally received when a vessel is off-hire, including time required for scheduled maintenance of the vessel. F-37 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) NOTE 15: TRANSACTIONS WITH RELATED PARTIESThe Navios Holdings Credit Facilities: In September 2010, Navios Acquisition entered into a $40,000 credit facility with Navios Holdings which isavailable for multiple drawings up to a limit of $40,000 (see also Note 12). The $40,000 facility has a margin of LIBOR plus 300 bps and pursuant to anamendment dated November 8, 2011, the maturity of the facility was extended to December 2014. In December 2014 the facility was renewed for one year.As of December 31, 2015, there was no outstanding amount under this facility. For the years ended December 31, 2015, 2014 and 2013, interest expense inrelation to this facility amounted to $0, $0 and $199, respectively, and was included under interest expense and finance cost, net in the statement ofoperations.On November 11, 2014, Navios Acquisition entered into a short term credit facility with Navios Holdings pursuant to which Navios Acquisition may borrowup to $200,000 for general corporate purposes. The loan provided for an arrangement fee of $4,000 and bore a fixed interest of 600 bps. Pursuant to the termsof the short term credit facility, the Company drew down an amount of $169,650 on November 13, 2014. The facility matured and was repaid in full byDecember 29, 2014.Management fees: Pursuant to the Management Agreement dated May 28, 2010 as amended on May 4, 2012, a subsidiary of Navios Holdings provided forfive years from the closing of the Company’s initial vessel acquisition, commercial and technical management services to Navios Acquisition’s vessels for adaily fee through May 28, 2014. This daily fee covered all of the vessels’ operating expenses, other than certain fees and costs. Dry docking expenses werefixed for the first four years under this agreement for up to $300 per LR1 and MR2 product tanker vessel and were reimbursed at cost for VLCC vessels.In May 2014, Navios Acquisition extended the duration of its existing Management Agreement with Navios Holdings until May 2020 and fixed the fees forship management services of its owned fleet for two additional years through May 2016 at current rates for product tanker and chemical tanker vessels, being$6.0 daily rate per MR2 product tanker and chemical tanker vessel and $7.0 daily rate per LR1 product tanker vessel and reduced the rate by 5% to $9.5 dailyrate per VLCC vessel. Dry docking expenses under this Management Agreement will be reimbursed at cost for all vessels.Effective March 30, 2012, Navios Acquisition can, upon request to Navios Holdings, partially or fully defer the reimbursement of dry docking and otherextraordinary fees and expenses under the Management Agreement to a later date, but not later than January 5, 2016, and if reimbursed on a later date, suchamounts will bear interest at a rate of 1% per annum over LIBOR. Commencing as of September 28, 2012, Navios Acquisition can, upon request, reimburseNavios Holdings partially or fully, for any fixed management fees outstanding for a period of not more than nine months under the Management Agreementat a later date, but not later than January 5, 2016, and if reimbursed on a later date, such amounts will bear interest at a rate of 1% per annum over LIBOR.Total management fees for each of the years ended December 31, 2015, 2014 and 2013 amounted to $95,336, $95,827 and $71,392, respectively.General and administrative expenses: On May 28, 2010, Navios Acquisition entered into an Administrative Services Agreement with Navios Holdings,expiring on May 28, 2015, pursuant to which Navios Holdings provides certain administrative management services to Navios Acquisition which include:bookkeeping, audit and accounting services, legal and insurance services, administrative and clerical services, banking and financial services, advisoryservices, client and investor relations and other services. Navios Holdings is reimbursed for reasonable costs and expenses incurred in connection with theprovision of these services. In May 2014, Navios Acquisition extended the duration of its existing Administrative Services Agreement with Navios Holdings,until May 2020 pursuant to its existing terms. F-38 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) For each of the years ended December 31, 2015, 2014 and 2013 the expense arising from administrative services rendered by Navios Holdings amounted to$7,608, $7,314 and $3,476, respectively.Balance due to related parties: Amounts due to related parties as of December 31, 2015 and December 31, 2014 were $0 and $28,114, respectively, of whichthe current amount payable to Navios Holdings and its subsidiaries was $0 and $18,489, respectively, and the long term amount payable was $0 and $9,625,respectively. The amounts mainly consisted of management fees, administrative fees, dry docking costs and other expenses, along with amounts paid byNavios Holdings on behalf of the Company in relation to the Company’s vessels, while these were under construction.Balance due from related parties: Amounts due from related parties as of December 31, 2015 and December 31, 2014 were $17,837 and $1,361,respectively. As of December 31, 2015, the Company had: (i) a receivable from Navios Europe I in the amount of $1,743 in connection with the accruedinterest income on the working capital loan; (ii) a receivable from Navios Europe II in the amount of $573 in connection with the accrued interest income onthe working capital loan; (iii) a receivable from Navios Holdings in the amount of $15,175 in connection with the prepayment of management fees and otherexpenses; and (iv) a receivable from Navios Midstream in the amount of $346. As of December 31, 2014, the Company had: (a) a receivable from NaviosMidstream in the amount of $674 in connection with various payables that were settled on its behalf; and (b) a receivable from Navios Europe I in the amountof $687 in connection with the accrued interest income on the working capital loan.Omnibus AgreementsAcquisition Omnibus Agreement: Navios Acquisition entered into an omnibus agreement (the “Acquisition Omnibus Agreement”) with Navios Holdingsand Navios Partners in connection with the closing of Navios Acquisition’s initial vessel acquisition, pursuant to which, among other things, NaviosHoldings and Navios Partners agreed not to acquire, charter-in or own liquid shipment vessels, except for container vessels and vessels that are primarilyemployed in operations in South America without the consent of an independent committee of Navios Acquisition. In addition, Navios Acquisition, underthe Acquisition Omnibus Agreement, agreed to cause its subsidiaries not to acquire, own, operate or charter-in drybulk carriers under specific exceptions.Under the Acquisition Omnibus Agreement, Navios Acquisition and its subsidiaries grant to Navios Holdings and Navios Partners a right of first offer on anyproposed sale, transfer or other disposition of any of its drybulk carriers and related charters owned or acquired by Navios Acquisition. Likewise, NaviosHoldings and Navios Partners agreed to grant a similar right of first offer to Navios Acquisition for any liquid shipment vessels they might own. These rightsof first offer will not apply to a: (a) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the existing terms of anycharter or other agreement with a counterparty; or (b) merger with or into, or sale of substantially all of the assets to, an unaffiliated third party.Midstream Omnibus Agreement: Navios Acquisition entered into an omnibus agreement (the “Midstream Omnibus Agreement”), with Navios Midstream,Navios Holdings and Navios Partners in connection with the Navios Midstream IPO, pursuant to which Navios Acquisition, Navios Midstream, NaviosHoldings, Navios Partners and their controlled affiliates generally have agreed not to acquire or own any VLCCs, crude oil tankers, refined petroleum producttankers, LPG tankers or chemical tankers under time charters of five or more years without the consent of the Navios Midstream General Partner. TheMidstream Omnibus Agreement contains significant exceptions that will allow Navios Acquisition, Navios Holdings, Navios Partners or any of theircontrolled affiliates to compete with Navios Midstream under specified circumstances.Under the Midstream Omnibus Agreement, Navios Midstream and its subsidiaries will grant to Navios Acquisition a right of first offer on any proposed sale,transfer or other disposition of any of its VLCCs or any F-39 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) crude oil tankers, refined petroleum product tankers, LPG tankers or chemical tankers and related charters owned or acquired by Navios Midstream. Likewise,Navios Acquisition will agree (and will cause its subsidiaries to agree) to grant a similar right of first offer to Navios Midstream for any of the VLCCs, crudeoil tankers, refined petroleum product tankers, LPG tankers or chemical tankers under charter for five or more years it might own. These rights of first offerwill not apply to a: (a) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any charter or otheragreement with a charter party or, (b) merger with or into, or sale of substantially all of the assets to, an unaffiliated third-party.Backstop Agreements: On November 18, 2014, Navios Acquisition entered into backstop agreements with Navios Midstream. In accordance with the termsof the backstop agreements, Navios Acquisition has provided a backstop commitment to charter-in the Shinyo Ocean and the Shinyo Kannika for a two-yearperiod as of their scheduled redelivery at the currently contracted rate if the market charter rate is lower than the currently contracted rate. Further, NaviosAcquisition has provided a backstop commitment to charter-in the Nave Celeste for a two-year period as of its scheduled redelivery, at the net time charter-out rate per day (net of commissions) of $35 if the market charter rate is lower than the charter-out rate of $35. Navios Acquisition has also provided abackstop commitment to charter-in the option vessels, the Nave Galactic and the Nave Quasar for a four-year period as of their scheduled redelivery, at the nettime charter-out rate per day (net of commissions) of $35 if the market charter rate is lower than the charter-out rate of $35. Conversely, if market charter ratesare higher during the backstop period, such vessels will be chartered-out to third-party charterers at prevailing market rates and Navios Acquisition’sbackstop commitment will not be triggered. The backstop commitment does not include any profit sharing.Navios Midstream General Partner Option Agreement with Navios Holdings: Navios Acquisition entered into an option agreement, dated November 18,2014, with Navios Holdings under which Navios Acquisition grants Navios Holdings the option to acquire any or all of the outstanding membership interestsin Navios Midstream General Partner and all of the incentive distribution rights in Navios Midstream representing the right to receive an increasingpercentage of the quarterly distributions when certain conditions are met. The option shall expire on November 18, 2024. Any such exercise shall relate tonot less than twenty-five percent of the option interest and the purchase price for the acquisition of all or part of the option interest shall be an amount equalto its fair market value.Option Vessels: In connection with the IPO of Navios Midstream, Navios Acquisition has granted options to Navios Midstream, exercisable until November2016, to purchase five more VLCCs (other than the Nave Celeste and the C. Dream) from Navios Acquisition at fair market value.Sale of C. Dream and Nave Celeste: On June 18, 2015, Navios Acquisition sold the vessel-owning subsidiaries of the C. Dream and the Nave Celeste toNavios Midstream for a sale price of $100,000 in total. Out of the $100,000 purchase price, $73,000 was paid in cash and the remaining amount was paidthrough the issuance of 1,592,920 subordinated Series A Units of Navios Midstream. In conjunction with the transaction, Navios Midstream also issued32,509 general partner units to the General Partner, in order for the General Partner to maintain its 2.0% general partnership interest, for $551.The Company recognized its incremental investment in Navios Midstream, which amounted to $27,665 under “Investment in affiliates”. The investment wasrecognized at fair value at $17.02 per unit. The incremental investment included the Company’s share of the basis difference between the fair value and theunderlying book value of Navios Midstream’s assets at the transaction date, which amounted to $2,554. Of this difference an amount of $(72) was allocatedto the intangibles assets and $2,626 was allocated to the tangible assets. This difference is amortized through “Equity in net earnings of affiliated companies”over the remaining life of Navios Midstream’s tangible and intangible assets. F-40 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) The transaction resulted in a gain on sale of $14,742, of which $5,771 was recognized at the time of sale in the statements of operations under “Gain / (loss)on sale of vessels” and the remaining $8,971 representing profit of Navios Acquisition’s 60.9% interest in Navios Midstream has been deferred under“Deferred gain on sale of assets” and is being amortized over the vessels’ remaining useful life or until the vessels are sold.Balance due from Navios Europe I: Navios Holdings, Navios Acquisition and Navios Partners have made available to Navios Europe I (in each case, inproportion to their ownership interests in Navios Europe I) revolving loans up to $24,100 to fund working capital requirements (collectively, the “NaviosRevolving Loans I”). See Note 8 for the Investment in Navios Europe I and the respective ownership interests.Balance due from Navios Europe I as of December 31, 2015 amounted to $10,266 (December 31, 2014: $8,478) which included the Navios Revolving LoansI of $7,125 (December 31, 2014: $7,125), the non-current amount of $1,398 (December 31, 2014: $665) related to the accrued interest income earned underthe Navios Term Loans I under the caption “Loans receivable from affiliates” and the accrued interest income earned under the Navios Revolving Loans I of$1,743 (December 31, 2014: $688) under the caption “Balance due from related parties.”The Navios Revolving Loans I and the Navios Term Loans I earn interest and an annual preferred return, respectively, at 12.7% per annum, on a quarterlycompounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end of each quarter. There are nocovenant requirements or stated maturity dates. As of December 31, 2015, the amount undrawn under the Navios Revolving Loans I was $9,100, of whichNavios Acquisition is committed to fund $4,323.Balance due from Navios Europe II: Navios Holdings, Navios Acquisition and Navios Partners have made available to Navios Europe II (in each case, inproportion to their ownership interests in Navios Europe II) revolving loans up to $38,500 to fund working capital requirements (collectively, the “NaviosRevolving Loans II”). See Note 8 for the Investment in Navios Europe II and respective ownership interests.Balance due from Navios Europe II as of December 31, 2015 amounted to $8,525 which included the Navios Revolving Loans II of $7,327, the non-currentamount of $625 related to the accrued interest income earned under the Navios Term Loans II under the caption “Loans receivable from affiliates” and theaccrued interest income earned under the Navios Revolving Loans II of $573 under the caption “Balance due from related parties.” The Navios RevolvingLoans II and the Navios Term Loans II earn interest and an annual preferred return, respectively, at 18% per annum, on a quarterly compounding basis and arerepaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end of each quarter. There are no covenant requirements orstated maturity dates. As of December 31, 2015, the amount undrawn under the Navios Revolving Loans II was $23,075, of which Navios Acquisition iscommitted to fund $10,961. As of December 31, 2015, the outstanding amount was fully drawn under the Navios Term Loans II.Compensation: In December 2015, the Compensation committee of Navios Acquisition authorized and approved a cash payment of $2,750 and anadditional $2,750 payment to the directors and/or officers of the Company subject to fulfillment of certain service conditions in 2016.NOTE 16: COMMITMENTS AND CONTINGENCIESOn November 18, 2014, Navios Acquisition entered into backstop agreements with Navios Midstream. In accordance with the terms of the backstopagreements, Navios Acquisition has provided a backstop commitment to charter — in the Shinyo Ocean and the Shinyo Kannika for a two-year period as oftheir scheduled redelivery at the currently contracted rate if the market charter rate is lower than the currently contracted rate. Further, F-41 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) Navios Acquisition has provided a backstop commitment to charter-in the Nave Celeste for a two-year period as of its scheduled redelivery, at the net timecharter-out rate per day (net of commissions) of $35 if the market charter rate is lower than the charter-out rate of $35. Navios Acquisition has also provided abackstop commitment to charter-in the option vessels, the Nave Galactic and the Nave Quasar for a four-year period as of their scheduled redelivery, at the nettime charter-out rate per day (net of commissions) of $35 if the market charter rate is lower than the charter-out rate of $35. Conversely, if market charter ratesare higher during the backstop period, such vessels will be chartered-out to third-party charterers at prevailing market rates and Navios Acquisition’sbackstop commitment will not be triggered. The backstop commitment does not include any profit sharing.The Company is involved in various disputes and arbitration proceedings arising in the ordinary course of business. Provisions have been recognized in thefinancial statements for all such proceedings where the Company believes that a liability may be probable, and for which the amounts are reasonablyestimable, based upon facts known at the date the financial statements were prepared. In the opinion of the management, the ultimate disposition of thesematters individually and in aggregate will not materially affect the Company’s financial position, results of operations or liquidity.NOTE 17: PREFERRED AND COMMON STOCKPreferred StockAs of December 31, 2015, the Company was authorized to issue 10,000,000 shares of $0.0001 par value preferred stock with such designations, voting andother rights and preferences as may be determined from time to time by the Board of Directors.On March 30, 2011, pursuant to an Exchange Agreement Navios Holdings exchanged 7,676,000 shares of Navios Acquisition’s common stock it held for1,000 non-voting Series C Convertible Preferred Stock of Navios Acquisition. Each holder of shares of Series C Convertible Preferred Stock shall be entitledat their option at any time, after March 31, 2013 to convert all or any of the outstanding shares of Series C Convertible Preferred Stock into a number of fullypaid and non-assessable shares of Common Stock determined by multiplying each share of Series C Convertible Preferred Stock to be converted by 7,676,subject to certain limitations. Upon the declaration of a common stock dividend, the holders of the Series C Convertible Preferred Stock are entitled toreceive dividends on the Series C Convertible Preferred Stock in an amount equal to the amount that would have been received in the number of shares ofCommon Stock into which the Shares of Series C Convertible Preferred Stock held by each holder thereof could be converted. For the purpose of calculatingearnings / (loss) per share this preferred stock is treated as in-substance common stock and is allocated income / (losses) and considered in the dilutedcalculation.On September 17, 2010, Navios Acquisition issued 3,000 shares of the Company’s authorized Series A Convertible Preferred Stock to an independent thirdparty as a consideration for certain consulting and advisory fees related to the VLCC acquisition. The preferred stock has no voting rights, is only convertibleinto shares of common stock and does not participate in dividends until such time as the shares are converted into common stock. The Series A shares ofpreferred stock were converted to common stock that was issued on March 11, 2016. Refer to 23 “Subsequent Events”.On October 29, 2010, Navios Acquisition issued 540 shares of the Company’s authorized Series B Convertible Preferred Stock to the seller of the two LR1product tankers. The preferred stock contains a 2% per annum dividend payable quarterly starting on January 1, 2011 and upon declaration by theCompany’s Board commences payment on March 31, 2011. The Series B Convertible Preferred Stock, plus any accrued but unpaid F-42 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) dividends, will mandatorily convert into shares of common stock as follows: 30% of the outstanding amount will convert on June 30, 2015 and theremaining outstanding amounts will convert on June 30, 2020 at a price per share of common stock not less than $25.00. The holder of the preferred stockshall have the right to convert the shares of preferred stock into common stock prior to the scheduled maturity dates at a price of $35.00 per share of commonstock. The preferred stock does not have any voting rights.On June 30, 2015, 162 shares of Series B Convertible Preferred Stock (being 30% of the 540 shares originally issued), with nominal value of $10 per share,were mandatorily converted into 64,800 shares of common stock at a conversion ratio of 1:25.On October 27, 2015, the remaining 378 shares of Series B Convertible Preferred Stock (being 70% of the 540 shares originally issued), with nominal valueof $10 per share, were converted into 108,000 shares of common stock at a conversion ratio of 1:35.As of December 31, 2015, there were 4,000 (3,000 shares of Series A Convertible Preferred Stock and 1,000 shares of Series C Convertible Preferred Stock)shares of preferred stock issued and outstanding.As of each of December 31, 2014 and December 31, 2013, there were 4,540 shares of preferred stock issued and outstanding (3,000 shares of Series AConvertible Preferred Stock, 540 shares of Series B Convertible Preferred Stock and 1,000 shares of Series C Convertible Preferred Stock).Series D Convertible Preferred StockOn each of August 31, 2012, October 31, 2012, February 13, 2013 and April 24, 2013, Navios Acquisition issued 300 shares of its authorized Series DConvertible Preferred Stock (nominal and fair value $3,000) to a shipyard, in partial settlement of the purchase price of each of the newbuilding LR1 producttankers, Nave Cassiopeia, Nave Cetus, Nave Atropos and Nave Rigel. The preferred stock includes a 6% per annum dividend payable quarterly, starting oneyear after delivery of each vessel. The Series D Convertible Preferred Stock mandatorily converted into shares of common stock 30 months after issuance at aprice per share of common stock equal to $10.00. The holder of the preferred stock shall have the right to convert such shares of preferred stock into commonstock prior to the scheduled maturity dates at a price of $7.00 per share of common stock. The Series D Convertible Preferred Stock does not have any votingrights. Navios Acquisition is obligated to redeem the Series D Convertible Preferred Stock (or converted common shares) at their nominal value of $10.00 atthe holder’s option. Beginning 18 months and no later than 60 months after the issuance of the preferred stock, the holder can exercise the option to requestthe redemption of up to 250 shares of preferred stock (or such number that has been converted to common shares) on a quarterly basis.The fair value was determined using a combination of the Black-Scholes model and discounted projected cash flows for the conversion option and put,respectively. The model used takes into account the credit spread of Navios Acquisition, the volatility of its stock, as well as the price of its stock at theissuance date. The convertible preferred stock is classified as temporary equity (i.e., apart from permanent equity) as a result of the redemption feature uponexercise of the put option granted to the holder of the preferred stock.In January 2015, Navios Acquisition redeemed, through the holder’s put option, 250 shares of the Series D Convertible Preferred Stock and paid $2,500 tothe holder upon redemption.In March 2015, 200 shares of Series D Convertible Preferred Stock were mandatorily converted into 200,000 shares of common stock. In conjunction with theconversion, the 200,000 shares of common stock have been reclassified to puttable common stock within temporary equity, as a result of an embedded putoption of the holder for up to 30 months after the conversion date. F-43 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) In April 2015, Navios Acquisition redeemed, through the holder’s put option, 75 shares of the Series D Convertible Preferred Stock and paid $750 to theholder upon redemption.In April 2015, 200 shares of Series D Convertible Preferred Stock were mandatorily converted into 200,000 shares of common stock. In conjunction with theconversion, the 200,000 shares of common stock have been reclassified to puttable common stock within temporary equity, as a result of an embedded putoption of the holder for up to 30 months.In July 2015, Navios Acquisition redeemed, through the holder’s put option 50 shares of its Series D Convertible Preferred Stock and paid $500 to the holderupon redemption.In August 2015, 200 shares of Series D Convertible Preferred Stock were mandatorily converted into 200,000 shares of common stock. In conjunction withthe conversion, the 200,000 shares of common stock have been reclassified to puttable common stock within temporary equity, as a result of an embeddedput option of the holder for up to 30 months after the conversion date.In October 2015, Navios Acquisition redeemed, through the holder’s put option 25 shares of its Series D Convertible Preferred Stock and paid $250 to theholder upon redemption.In October 2015, 200 shares of Series D Convertible Preferred Stock were converted into 200,000 shares of common stock. In conjunction with theconversion, the 200,000 shares of common stock have been reclassified to puttable common stock within temporary equity, as a result of an embedded putoption of the holder for up to 30 months after the conversion date.As of December 31, 2015 and December 31, 2014, 0 and 1,200 shares of Series D Convertible Preferred Stock, respectively, were outstanding. Series D Preferred Stock Number ofpreferred shares Amount Balance at December 31, 2013 1,200 $12,000 Balance at December 31, 2014 1,200 $12,000 Conversion of 800 shares of the Series D Preferred Stock into 800,000 shares of puttable common stock (800) (8,000) Redemption of Series D Preferred Stock (400) (4,000) Balance at December 31, 2015 — $— Puttable Common Stock Number ofcommon shares Amount Balance at December 31, 2013 — $— Balance at December 31, 2014 — $— Conversion of 800 shares of the Series D Preferred Stock into 800,000 shares of puttable common stock 800,000 8,000 Redemption of puttable common stock (150,000) (1,500) Balance at December 31, 2015 650,000 $6,500 Common Stock and puttable common stockPursuant to an Exchange Agreement entered into on March 30, 2011, Navios Holdings exchanged 7,676,000 shares of Navios Acquisition’s common stock itheld for 1,000 non-voting shares of Series C Convertible Preferred Stock of Navios Acquisition. F-44 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) On February 20, 2014, Navios Acquisition completed the public offering of 14,950,000 shares of its common stock at $3.85 per share, raising gross proceedsof $57,556. These figures include 1,950,000 shares sold pursuant to the underwriters’ option, which was exercised in full. Total net proceeds of the abovetransactions, net of agents’ costs of $3,022 and offering costs of $247, amounted to $54,289.On March 2, 2015, 200 shares of the Series D Convertible Preferred Stock were mandatorily converted into 200,000 shares of puttable common stock and onApril 24, 2015, 25,000 shares of such puttable common stock were redeemed for $250.On April 30, 2015, 200 shares of the Series D Convertible Preferred Stock were mandatorily converted into 200,000 shares of puttable common stock.On June 30, 2015, 162 shares of Series B Convertible Preferred Stock were converted into 64,800 shares of common stock.On July 15, 2015, Navios Acquisition redeemed, through the holder’s put option, 50,000 shares of the puttable common stock and paid $500 to the holderupon redemption.On August 13, 2015, 200 shares of the Series D Convertible Preferred Stock were mandatorily converted into 200,000 shares of puttable common stock.On October 2, 2015, Navios Acquisition redeemed, through the holder’s put option, 75,000 shares of the puttable common stock and paid $750 to the holderupon redemption.On October 26, 2015, 200 shares of the Series D Convertible Preferred Stock were converted into 200,000 shares of puttable common stock.On October 27, 2015, 378 shares of Series B Convertible Preferred Stock were mandatorily converted into 108,000 shares of common stock.Under the share repurchase program, for up to $50.0 million, approved and authorized by the Board of Directors, Navios Acquisition has repurchased2,704,752 shares for a total cost of approximately $9,904, as of December 31, 2015.As of December 31, 2015, the Company was authorized to issue 250,000,000 shares of $0.0001 par value common stock.Stock based compensationIn October 2013, Navios Acquisition authorized and issued to its directors in the aggregate of 2,100,000 restricted shares of common stock and options topurchase 1,500,000 shares of common stock having an exercise price of $3.91 per share and an expiration term of 10 years. These awards of restrictedcommon stock and stock options are based on service conditions only and vest ratably over a period of three years (33.33% each year). The holders ofrestricted stock are entitled to dividends paid on the same schedule as paid to the common stockholders of the company. The fair value of restricted stock wasdetermined by reference to the quoted stock price on the date of grant of $3.99 per share (or total fair value of $8,379).The fair value of stock option grants was determined with reference to the option pricing model, and principally adjusted Black-Scholes models, usinghistorical volatility, historical dividend yield, zero forfeiture rate, risk free rate equal to 10-year U.S. treasury bond and the simplified method for determiningthe expected option term F-45 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) since the Company did not have sufficient historical exercise data upon which to have a reasonable basis to estimate the expected option term. The fair valueof stock options was calculated at $0.79 per option (or $1,188). Compensation expense is recognized based on a graded expense model over the vestingperiod of three years from the date of the grant.The effect of compensation expense arising from the stock based arrangements described above amounted to $2,362, $5,254 and $1,089 for the years endedDecember 31, 2015, 2014 and 2013, respectively, and was reflected in general and administrative expenses on the statements of operations. The recognizedcompensation expense for the year was presented as an adjustment to reconcile net income to net cash provided by operating activities on the statements ofcash flows.There were no restricted stock or stock options exercised, forfeited or expired during the year ended December 31, 2015. On October 24, 2014, and October24, 2015, 699,994 and 700,001 shares of restricted stock were vested. Accordingly, restricted shares outstanding and non-vested amounted to 700,005 sharesas of December 31, 2015 (December 31, 2014: 1,400,006) and the number of stock options outstanding and non-vested as of December 31, 2015 amounted to500,000. There were no stock options exercised as of December 31, 2015.The estimated compensation cost relating to service conditions of non-vested (a) stock options and (b) restricted stock not yet recognized was $107 and$758, respectively, as of December 31, 2015 and is expected to be recognized over the weighted average period of 0.82 years. The weighted averagecontractual life of stock options outstanding as of December 31, 2015 was 7.8 years.NOTE 18: SEGMENT INFORMATIONNavios Acquisition reports financial information and evaluates its operations by charter revenues. Navios Acquisition does not use discrete financialinformation to evaluate operating results for each type of charter. As a result, management reviews operating results solely by revenue per day and operatingresults of the fleet and thus Navios Acquisition has determined that it operates under one reportable segment.The following table sets out operating revenue by geographic region for Navios Acquisition’s reportable segment. Revenue is allocated on the basis of thegeographic region in which the customer is located. Tanker vessels operate worldwide. Revenues from specific geographic regions which contribute over10% of total revenue are disclosed separately.Revenue by Geographic RegionVessels operate on a worldwide basis and are not restricted to specific locations. Accordingly, it is not possible to allocate the assets of these operations tospecific countries. Year EndedDecember 31,2015 Year EndedDecember 31,2014 Year EndedDecember 31,2013 Asia $208,690 $167,670 $158,441 Europe 40,147 40,875 23,949 United States 64,559 56,332 20,007 Total Revenue $313,396 $264,877 $202,397 F-46 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) NOTE 19: OTHER INCOMEAs of each of December 31, 2015, 2014 and 2013, other income amounted to $41, $280 and $4,787, respectively.Following the default of their charterer in June 2013, the original charters of two MR2 product tankers, were terminated. Pursuant to the rehabilitation plan ofthe defaulted charterer, Navios Acquisition would be paid, partly in cash and partly in shares, for a loss claim that was agreed by the competent court inDecember 2013. The Company had a right to receive shares (issued in 2014) and therefore, recorded a derivative of $3,446 which was valued using thepublicly available trading data on the settlement date. The derivative would be marked-to-market until the shares are received. The long-term notesreceivable for cash of $1,177 was discounted using a discount rate that was determined based on the terms of the rehabilitation plan and managements’estimates. The total amount of $4,623 was recognized in the consolidated statements of operations under “Other Income” since the loss claim was acceptedby the court and the acceptance was irrevocable.NOTE 20: EARNINGS/ (LOSS) PER COMMON SHAREEarnings/ (Loss) per share is calculated by dividing net income/ (loss) attributable to common stockholders by the weighted average number of shares ofcommon stock of Navios Acquisition outstanding during the period.Net income/ (loss) for the years ended December 31, 2015, 2014 and 2013 was adjusted for the purposes of earnings per share calculation, for the dividendson Series B Preferred Shares, Series D preferred shares, restricted shares and for the undistributed (income)/ loss that is attributable to Series C preferred stock. Year endedDecember 31,2015 Year endedDecember 31,2014 Year endedDecember 31,2013 Numerator: Net income/ (loss) $89,737 $13,047 $(58,592) Less: Dividend declared on preferred shares Series B (78) (108) (108) Dividend declared on preferred shares Series D (281) (642) (91) Dividend declared on restricted shares (245) (385) (105) Undistributed (income)/ loss attributable to Series C participating preferred shares (4,337) (541) 3,206 Net income / (loss) attributable to common stockholders, basic $84,796 $11,371 $(55,690) Plus: Dividend declared on preferred shares Series B 78 — — Dividend declared on preferred shares Series D 281 — — Dividend declared on restricted shares 245 — — Undistributed income/ (loss) attributable to Series C participating preferred shares — 541 — Net income/ ( loss) attributable to common stockholders, diluted 85,400 11,912 (55,690) Denominator: Denominator for basic net income/ (loss) per share — weighted average shares 150,025,086 147,606,448 98,085,189 Series A preferred stock 1,200,000 1,200,000 — Series B preferred stock 156,893 — — Series C preferred stock — 7,676,000 — Series D preferred stock 647,758 — — Restricted shares 1,270,658 — — Denominator for diluted net income/ (loss) per share — adjusted weighted average shares 153,300,395 156,482,448 98,085,189 Basic net earnings/ (loss) per share $0.57 $0.08 $(0.57) Diluted net earnings/ (loss) per share $0.56 $0.08 $(0.57) F-47 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) Potential common shares of 9,176,000 for the year ended December 31, 2015 (which includes Series C Preferred Stock and stock options), 4,830,286 for theyear ended December 31, 2014 (which includes Series B and Series D Preferred Stock, restricted stock and stock options) and 14,406,286 for the year endedDecember 31, 2013 (which includes Series A, Series B, Series C and Series D Preferred Stock, restricted stock and stock options) have an anti-dilutive effect(i.e., those that increase earnings per share or decrease loss per share) and are therefore excluded from the calculation of diluted earnings/ (loss) per share.NOTE 21: INCOME TAXESMarshall Islands, Cayman Islands, British Virgin Islands, and Hong Kong, do not impose a tax on international shipping income. Under the laws of thesecountries, the countries of incorporation of the Company and its subsidiaries and /or vessels’ registration, the companies are subject to registration andtonnage taxes which have been included in the daily management fee.In accordance with the currently applicable Greek law, foreign flagged vessels that are managed by Greek or foreign ship management companies havingestablished an office in Greece are subject to duties towards the Greek state which are calculated on the basis of the relevant vessels’ tonnage. The payment ofsaid duties exhausts the tax liability of the foreign ship owning company and the relevant manager against any tax, duty, charge or contribution payable onincome from the exploitation of the foreign flagged vessel. The amount included in Navios Acquisition’s statements of operations for each of the years endedDecember 31, 2015 and 2014, related to the Greek Tonnage tax was $551 and $336, respectively.Pursuant to Section 883 of the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operation of ships isgenerally exempt from U.S. income tax if the company operating the ships meets certain incorporation and ownership requirements. Among other things, inorder to qualify for this exemption, the company operating the ships must be incorporated in a country, which grants an equivalent exemption from incometaxes to U.S. corporations. All the Navios Acquisition’s ship-operating subsidiaries satisfy these initial criteria. In addition, these companies must meet anownership test. Subject to proposed regulations becoming finalized in their current form, the management of Navios Acquisition believes by virtue of aspecial rule applicable to situations where the ship operating companies are beneficially owned by a publicly traded company like Navios Acquisition, thesecond criterion can also be satisfied based on the trading volume and ownership of the Company’s shares, but no assurance can be given that this willremain so in the future.NOTE 22: RECENT ACCOUNTING PRONOUNCEMENTSIn February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 will apply to bothtypes of leases — capital (or finance) leases and operating leases. According to the new Accounting Standard, lessees will be required to recognize assets andliabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 is effective for fiscal yearsbeginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company is currently assessingthe impact that adopting this new accounting guidance will have on its consolidated financial statements and footnotes disclosures.In February 2015, the FASB issued the ASU 2015-02, “Consolidation (Topic 810) — Amendments to the Consolidation Analysis”, which amends the criteriafor determining which entities are considered VIEs, amends the criteria for determining if a service provider possesses a variable interest in a VIE and ends thedeferral granted to investment companies for application of the VIE consolidation model. The ASU is effective for interim and annual periods beginning afterDecember 15, 2015. Early application is permitted. The Company does not expect the adoption of this ASU to have a material impact on Company’s resultsof operations, financial position or cash flows. F-48 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) In January 2015, the FASB issued ASU 2015-01, “Income Statement Extraordinary and Unusual Items”. This standard eliminates the concept of extraordinaryand unusual items from U.S. GAAP. The new standard is effective for annual and interim periods after December 15, 2015. Early adoption is permitted. NaviosAcquisition plans to adopt this standard effective January 1, 2016. The adoption of the new standard is not expected to have a material impact on theCompany’s results of operations, financial position or cash flows.In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of UncertaintiesAbout an Entity’s Ability to Continue as a Going Concern”. This standard requires management to assess an entity’s ability to continue as a going concern,and to provide related footnote disclosures in certain circumstances. Before this new standard, no accounting guidance existed for management on when andhow to assess or disclose going concern uncertainties. The amendments are effective for annual periods ending after December 15, 2016, and interim periodswithin annual periods beginning after December 15, 2016. Early application is permitted. The Company plans to adopt this standard effective January 1,2017. The adoption of the new standard is not expected to have a material impact on the Company’s results of operations, financial position or cash flows.In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” clarifying the method used to determine the timing and requirementsfor revenue recognition on the statements of operations. Under the new standard, an entity must identify the performance obligations in a contract, thetransaction price and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. The amendments inthis update also require disclosure of sufficient information to allow users to understand the nature, amount, timing and uncertainty of revenue and cash flowarising from contracts. The new accounting guidance was originally effective for interim and annual periods beginning after December 15, 2016. On July 9,2015, the FASB finalized a one-year deferral of the effective date for the new revenue standard. The standard will be effective for public entities for annualreporting periods beginning after December 15, 2017 and interim periods therein. The Company is currently reviewing the effect of ASU No. 2014-09 on itsrevenue recognition.NOTE 23: SUBSEQUENT EVENTSOn March 11, 2016, 1,200,000 shares of common stock were issued subsequent to the conversion of 3,000 shares of Series A Convertible Preferred Stock.On March 9, 2016, the Company entered into a loan agreement with Navios Holdings, pursuant to which Navios Acquisition provided a revolving loanfacility of up to $50,000 to Navios Holdings (the “Revolver”). The interest rate in respect of the Revolver will be based on LIBOR plus 3% per annum. TheRevolver must be repaid by Navios Holdings on December 31, 2018. Navios Holdings may prepay the Revolver at any time prior to December 31, 2018, withany amounts prepaid available for re-borrowing. Navios Holdings may at any time permanently terminate the Revolver in full, or from time to time,permanently reduce, the Revolver in part. The Revolver will be guaranteed by Navios Holdings Europe Finance Inc. (the “Guarantor”), a wholly ownedsubsidiary of Navios Holdings, and will be secured by (i) a first priority pledge of all of the Guarantor’s ownership interests in Navios Europe Holdings Inc.(the parent Company of Navios Europe I, in which Navios Holdings has a 47.5% ownership interest) and (ii) a first priority pledge of 8,000,000 common unitsof Navios Partners owned by Navios Holdings.On February 4, 2016, the Board of Directors declared a quarterly cash dividend in respect of the fourth quarter of 2015 of $0.05 per share of common stockpayable on March 23, 2016 to stockholders of record as of March 17, 2016. The declaration and payment of any further dividends remain subject to thediscretion of the Board of Directors and will depend on, among other things, Navios Acquisition’s cash requirements as measured by market opportunitiesand restrictions under its credit agreements and other debt obligations and such other factors as the Board of Directors may deem advisable. F-49 NAVIOS MARITIME ACQUISITION CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in thousands of U.S. Dollars except share and per share data) On January 27, 2016, Navios Acquisition sold the Nave Lucida to an unaffiliated third party for a sale price of $18,228. Navios Acquisition prepaid $12,097being the respective tranche of the Deutsche Bank AG Filiale Deutschlandgeschäft and Skandinaviska Enskilda Banken AB facility that was drawn tofinance the Nave Lucida.On January 6, 2016, Navios Acquisition redeemed, through the holder’s put option, 100,000 shares of the puttable common stock and paid $1,000 to theholder upon redemption. F-50

Continue reading text version or see original annual report in PDF format above