Effective as of May 2021, and upon the release of certain collateral, the facility bore interest of 13.0% per annum.
On June 30, 2021, Grimaud entered into a supplemental agreement (the “Supplemental Navios Holdings Loan Agreement”) to the Navios Holdings Loan Agreement, whereby Grimaud and Navios Holdings agreed to amend the Navios Holdings Loan Agreement so that the Navios Holdings Loan Agreement could be repaid or prepaid in full through the issuance of shares of common stock of Navios Holdings (the “Shares”) to Grimaud. The effectiveness of the Supplemental Navios Holdings Loan Agreement was subject to, and contingent upon, a prepayment by Navios Holdings of the Navios Holdings Loan Agreement in the amount of $7.5 million in cash and the effectiveness of a registration statement of Navios Holdings registering the resale of 9,301,542 Shares, among other conditions. On July 13, 2021, following the completion of all conditions precedent, the Shares were transferred to Grimaud and the Navios Holdings Loan Agreement was repaid in full. Subsequently, Grimaud entered into a 10b-5 sales agreement for the sale of the Shares. As of July 30, 2021, the date on which the shares of Grimaud were distributed as dividend to the shareholders of the Company, Grimaud had sold 752,000 shares of common stock of Navios Holdings and generated net proceeds of $3.7 million. Following the July 30, 2021 dividend, the Company recognized a loss of $24.1 million in its unaudited condensed consolidated statement of profit/(loss) for the period ended September 30, 2021 under the caption “Loss from mark to market and disposal of financial asset”.
As of December 31, 2021, the full amount outstanding under the Navios Holdings Loan Agreement was repaid. For the three and nine month periods ended September 30, 2021, interest income related to the Navios Holdings Loan Agreement amounted to $0.3 million and $4.2 million, respectively, and is included in the unaudited condensed consolidated statement of profit/(loss) under the caption “Finance income”.
Administrative expenses: On August 29, 2019 Navios Logistics entered into an assignment agreement with Navios Corporation (“NC”) and Navios Shipmanagement Inc. (“NSM”), whereby the administrative services agreement originally entered into between Navios Logistics and Navios Holdings on April 12, 2011, first assigned to NC on May 28, 2014 and subsequently amended on April 6, 2016 and January 1, 2022 (extending the term of the agreement to January 1, 2027), was assigned from NC to NSM. Thereafter, NSM continues to provide certain administrative management services to Navios Logistics. NSM is reimbursed for reasonable costs and expenses incurred in connection with the provision of these services. Total administrative expenses charged for both the three and nine month periods ended September 30, 2022 and 2021 amounted to $0.3 million and $0.9 million, respectively.
Lodging and travel services: Navios Logistics obtains lodging and travel services from Empresa Hotelera Argentina S.A./ (NH Lancaster), Divijet S.A., Trace Capital and Pit Jet S.A., all partially owned by Claudio Pablo Lopez, Navios Logistics’ Vice Chairman. Total charges were less than $0.1 million and nil for the three month periods ended September 30, 2022 and 2021 and less than $0.1 million and nil for the nine month periods ended September 30, 2022 and 2021. Amounts payable amounted to nil as of September 30, 2022 and December 31, 2021.
Promissory note: On July 30, 2021, the Company issued a $20.0 million promissory note to Grimaud (the “Promissory Note”). The Promissory Note is payable in four semi-annual equal installments commencing on August 15, 2021. The Company has the ability to defer payment of one of the first three installments, subject to certain conditions. On July 30, 2021, Grimaud entered into an assignment agreement with Peers Business Inc. (“Peers”), whereby the Promissory Note was assigned to Peers. As of September 30, 2022, the Company had paid an amount of $10.0 million relating to the Promissory Note.
Quantitative and Qualitative Disclosures about Market Risks
We are exposed to certain risks related to interest rate, foreign currency transactions, fuel price inflation and time charter hire rate fluctuation. Risk management is carried out under policies approved by executive management.
Interest Rate Risk:
Debt Instruments—As of September 30, 2022 and December 31, 2021, the Company had a total of $563.5 million and $558.4 million, respectively, in long-term indebtedness. The debt is U.S. dollar denominated and bears interest at a fixed rate except for the Notes Payable and the 2022 Term Bank Loan, which each bear interest at a floating rate.
Interest rates on the 2025 Notes, the 2022 BBVA Facility, the Santander Facility, the seller’s credit for the construction of six liquid barges and the 2020 Fleet are fixed, and, therefore, changes in interest rates affect the fair values of the indebtedness, which as of September 30, 2022 were $470.6 million, $23.7 million, $4.4 million, $9.4 million and $10.0 million, respectively. Interest rate changes do not affect the related finance cost. The interest on the Notes Payable and the 2022 Term Bank loan is at a floating rate and, therefore, changes in interest rates would affect the interest rate and related finance cost of each instrument. As of September 30, 2022, the amount outstanding under the Company’s floating rate loan facilities was $15.9 million. A change in the SOFR and CIRR rate of 100 basis points would increase finance cost for the nine month period ended September 30, 2022 by $0.2 million.
For a detailed discussion of Navios Logistics’ debt instruments, see “Interest-Bearing Loans and Borrowings” included elsewhere in this report.
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