Navios South American Logistics (NSAL) 6-KCurrent report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

Dated: December 14, 2023

Commission File No. 333-179250

NAVIOS SOUTH AMERICAN LOGISTICS INC.

Aguada Park Free Zone

Paraguay 2141, Of. 1603

Montevideo, Uruguay

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F  ☒            Form 40-F  ☐

Operating and Financial Review and Prospects

The following is a discussion of the financial condition and results of operations of Navios South American Logistics Inc. (“Navios Logistics” or the “Company”) for each of the three- and nine-month periods ended September 30, 2023 and 2022. All of these financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”). You should read this section together with the consolidated financial statements and the accompanying notes included in Navios Logistics’ 2022 annual report on Form 20-F filed with the Securities and Exchange Commission on March 27, 2023 (the “2022 Form 20-F”) and the unaudited condensed consolidated financial statements and the accompanying notes included in this Form 6-K.

This report contains forward-looking statements within the meaning of the Private Securities Reform Act of 1995. All statements herein other than statements of historical fact, including statements regarding business and industry prospects or future results of operations or financial position, and future dividends or distributions, should be considered forward-looking. Words such as “may,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding demand and/or charter and contract rates for our vessels and port facilities. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by, Navios Logistics at the time this filing was made. Although Navios Logistics believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Logistics. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, risks relating to: global and regional economic and political conditions; changes in production or demand for the transportation or storage of grain and mineral commodities and petroleum products; the development of Navios Logistics’ planned Port Murtinho Terminal and Nueva Palmira Free Zone port terminal facilities; the ability and willingness of charterers to fulfill their obligations; prevailing charter rates; drydocking and repairs; changing vessel crews and availability of financing; potential disruption of shipping routes due to accidents, wars, diseases, pandemics, political events, piracy or acts by terrorists, including the impact of global pandemics; the aging of our fleets and resultant increases in operating costs; loss of any customer or charter or vessel; the financial condition of our customers; changes in the availability and costs of funding due to conditions in the bank market, capital markets and other factors; increases in costs and expenses related to the operation of vessels (including but not limited to costs associated with crew wages, insurance, provisions, port expenses, lube oil, bunkers, repairs, maintenance, and general and administrative expenses); the expected cost of, and the ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by charterers; competitive factors in the markets in which Navios Logistics operates; risks associated with operations outside the United States; and other factors listed from time to time in the filings Navios Logistics makes with the SEC, including its Forms 20-F and Forms 6-K, including the section entitled “Item 3. Key Information—D. Risk Factors” in the 2022 Form 20-F. Navios Logistics expressly disclaims any obligation or undertaking to release publicly any update or revision to any forward-looking statements contained herein to reflect any change in our expectations with respect to any such statement, or any change in events, conditions or circumstances on which any such statement is based.

Recent Developments

In October 2023, Navios Logistics agreed to charter-in the Navios Vega, a 2009-built Ultra-Handymax vessel, following her modification to a ship-to-ship transhipper vessel, from Navios Maritime Partners L.P. for a period of five years at a rate of $25.8 thousand net per day. This transaction was negotiated by, and unanimously approved by, the conflicts committee of Navios Logistics. Navios Vega is expected to be delivered in January 2024.

In October 2023, Navios Logistics entered into a five-year finance leasing contract for the construction of six barges to be delivered no later than the end of the second quarter of 2024 (the “Six Finance Lease Barges”). The contract for the Six Finance Lease Barges has terms similar to the terms of the five-year finance leasing contract entered into in September for the construction of twelve barges to be delivered no later than the end of the first quarter of 2024 (the “Twelve Finance Lease Barges”), which contract is more particularly described in “Legal Proceedings and Commitments and Contingencies” elsewhere in this report.

Overview

General

Navios Logistics was incorporated under the laws of the Republic of the Marshall Islands on December 17, 2007. We believe we are one of the largest infrastructure and logistics companies in the Hidrovia river system, the main navigable river system in the region, and on the cabotage trades along the southeastern coast of South America. We have three reportable segments: the Port Terminal Business, the Cabotage Business and the Barge Business. The Port Terminal Business includes dry port terminal operations and liquid port terminal operations. A general description of each segment follows.

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Port Terminal Business

We own three port storage and transfer facilities: a grain port terminal (the “Grain Port Terminal”), which supports agricultural and forest-related exports; an iron ore port terminal (the “Iron Ore Port Terminal”), which supports mineral-related exports; and a liquid port terminal (the “Liquid Port Terminal”), which provides tank storage for refined petroleum products. The Grain Port Terminal and the Iron Port Terminal are located in Nueva Palmira, Uruguay, and the Liquid Port Terminal is located in San Antonio, Paraguay. Since October 2022, we have been providing bunkering services using floating storage capacity in the port of Nueva Palmira. Our port facilities in Nueva Palmira have a total static grain-storage capacity of 460,000 metric tons, and a mineral-ore-stockpile capacity of 1,246,000 tons following the completion of a new stockpile area in the second quarter of 2023. The Liquid Port Terminal has a total static storage capacity of 65,660 cubic meters. The Grain Port Terminal, together with the Iron Ore Terminal, may be collectively referred to in this report as our “Dry Port Terminals.”

The Cabotage Business

We own and operate ocean-going vessels to support the transportation needs of our customers in the South American coastal-trade business. Our fleet consists of five ocean-going product tanker vessels and a river and estuary tanker vessel. We contract our vessels operating in the Cabotage Business either on a time-charter basis or on a contract of affreightment (“CoA”) basis.

The Barge Business

We service the Argentine, Bolivian, Brazilian, Paraguayan and Uruguayan river transportation markets through our fleet of 300 vessels, including 270 barges and 30 pushboats. We operate different types of pushboats and wet and dry barges for delivering a wide range of dry and liquid products between ports in the Parana, Paraguay and Uruguay River systems in South America. We contract our vessels operating in the Barge Business either on a time-charter basis or on a CoA basis. We provide transportation for dry cargo (cereals, cotton pellets, soy bean, wheat, limestone (clinker), mineral iron and rolling stones), liquid cargo (hydrocarbons such as crude oil, gas oil, naphtha, fuel oil and vegetable oils) and liquefied cargo (liquefied petroleum gas (“LPG”)).

Fleet

Our current core fleet consists of a total of 306 owned vessels, barges and pushboats.

The following is the current core fleet as of December 14, 2023:

Navios Logistics Fleet Summary (owned)

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Chartering Arrangements

We continually monitor developments in the shipping industry and make operational decisions based on an individual vessel and a segment basis, and on our view of overall market conditions, in order to implement our overall business strategy. In the Barge Business, we typically operate under a mix of time charters and CoAs (some of which have minimum guaranteed volumes), and spot contracts. In the Cabotage Business, we typically operate under time charters with terms in excess of one year. Some of our charters provide for fixed pricing, minimum-volume requirements, and adjustment formulas for labor cost and fuel price.

Factors Affecting Navios Logistics’ Results of Operations

For further discussion on factors affecting our results of operations, see “Item 3. Key Information — D. Risk Factors” included in the 2022 Form 20-F. For information regarding governmental, economic, fiscal, monetary or political policies that could materially affect our operations, see “Item 3. Key Information—D. Risk Factors—Risks Relating to the Countries in which we Operate” in the 2022 Form 20-F.

Contract Rates

Historically, the shipping and logistics industry has been highly volatile. In order to maximize the utilization of our fleet and storage capacity, we must be able to renew the contracts that employ our fleet and ports upon the expiration or termination of current contracts. This ability depends mainly upon economic conditions in the economic sectors in which the vessels, barges and pushboats operate, upon changes in the supply and demand for vessels, barges and pushboats, and upon changes in the supply and demand for the transshipment and storage of commodities.

Weather Conditions

In our Barge Business, we transport cargo along the Hidrovia waterway, comprising the Paraguay and Parana Rivers from Puerto Caceres (Brazil) to Nueva Palmira, Uruguay. Thus, weather-related changes adversely affecting the region, such as low water levels, could reduce or limit our ability to transport cargo effectively along the Hidrovia waterway. Droughts and other adverse weather conditions, including any possible effects of climate change, could result in a decline in production of the agricultural products Navios Logistics transports, stores, and transships, which could result in a reduction in demand for our port and transportation services.

Foreign Currency Transactions

Our operating results, which are reported in U.S. dollars, may be affected by fluctuations in the exchange rate between the U.S. dollar and the Uruguayan peso, Argentine peso, Brazilian real and Paraguayan guarani. We use the U.S. dollar as our functional and reporting currency. Therefore, revenue and expense accounts are translated into U.S. dollars at the exchange rate in effect at the date of each transaction. The balance sheets of our foreign operations are translated using the exchange rate at the balance sheet date, except for property, and equipment and equity, which are translated at historical rates.

Our subsidiaries in Uruguay, Argentina, Brazil and Paraguay transact their operations in either U.S. dollars or Uruguayan pesos, Argentine pesos, Brazilian reais and Paraguayan guaranies, respectively; however, the subsidiaries’ primary cash flows are recorded in 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. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated are recognized in the unaudited condensed consolidated statement of profit.

Inflation and Fuel Price Increases

The impact of inflation on prices in the South American countries in which we operate and the effects of the current war in Ukraine and the Gaza strip may not be fully neutralized by equivalent adjustments in the rate of exchange between the local currencies and the U.S. dollar. Specifically, for our Barge and Cabotage Businesses, we negotiated, and will continue to negotiate, fuel price adjustment clauses; however, in some cases, prices that we pay for fuel are temporarily not aligned with the adjustments that we obtain under our freight contracts.

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Seasonality

Certain of our businesses have seasonal aspects, and seasonality affects the results of our operations and revenues, particularly in the first and last quarters of each year. The high season for the Dry Port Terminals’ Uruguayan operations occurs from April to September and is linked to the South American harvest and the arrival of barges down the river. The high season for the Barge Business is between February and July as a result of the South American harvest and higher river levels. During the South American late spring and summer, mainly from November to January, the low water level in the northern Hidrovia waterway could adversely affect operations of the Barge Business and the volumes it transports. To the extent water levels are insufficient to accommodate the draft of a heavily laden vessel, a vessel may be only partially loaded, generating lower revenue under agreements where revenue is based on volume of cargo loaded. If water levels on a waterway are too low, vessels may be entirely prevented from loading and navigating. In addition, low water levels create difficult navigation conditions, causing voyages to last longer, resulting in increased voyage expenses. Such circumstances reduce the overall effective available carrying capacity of the vessel for the year. Our Liquid Port Terminal and our Cabotage Business are not significantly affected by seasonality as their operations are primarily linked to refined petroleum products, and thus not significantly affected by water levels.

Statement of Operations Breakdown by Segments

We report our operations based on three reportable business segments: the Port Terminal Business, the Cabotage Business and the Barge Business. The Port Terminal Business segment includes the operating results of our Dry Port Terminals and the Liquid Port Terminal operations. Our Dry Port Terminals comprise our Grain Port Terminal and our Iron Ore Port Terminal, each of which is located in an international tax-free trade zone in the port of Nueva Palmira, Uruguay, at the convergence of the Parana and Uruguay rivers. Our Liquid Port Terminal is an up-river port terminal with tank storage for refined petroleum products, and oil and gas, and is located in San Antonio, Paraguay, approximately 17 miles by river from the country’s capital, Asuncion. Since October 2022, we have been providing bunkering services using floating storage capacity in the port of Nueva Palmira.

Period over Period Comparisons

The following table presents consolidated revenue and expense information for the three- and nine-month periods ended September 30, 2023 and 2022. This information was derived from Navios Logistics’ unaudited condensed consolidated financial statements for the respective periods.

Following the Company’s change in accounting policy on foreign exchange differences, the foreign exchange gains and losses are presented in the same line item as the underlying transaction for each period presented. See “—Critical Accounting Policies.”

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For the three-month period ended September 30, 2023 compared to the three-month period ended September 30, 2022

Revenue

The following table presents our revenues for the three-month periods ended September 30, 2023 and 2022:

Time Charter, Voyage and Port Terminal Revenues: For the three-month period ended September 30, 2023, Navios Logistics’ time charter, voyage and port terminal revenues decreased by $2.2 million, or 3.0%, to $71.8 million, as compared to $74.0 million for the same period in 2022. Revenue from the Barge Business increased by $7.2 million, or 28.8%, to $32.3 million for the three-month period ended September 30, 2023, as compared to $25.1 million for the same period during 2022. The increase was mainly attributable to time charter-out contracts that were in place for iron ore transportation during the three months ended September 30, 2023. Revenue from the Port Terminal Business decreased by $7.1 million, or 21.5%, to $25.8 million for the three-month period ended September 30, 2023, as compared to $32.9 million for the same period during 2022. The decrease was mainly attributable to a decrease in revenue from the Grain Port Terminal due to lower grain throughput resulting from a decline in Uruguayan exports. Revenue from the Cabotage Business decreased by $2.4 million, or 14.7%, to $13.6 million for the three-month period ended September 30, 2023, as compared to $16.0 million for the same period during 2022, mainly due to the sale of the He Man H completed in August 2023, which resulted in a decrease in operating days compared to the same period during 2022.

Sales of Products—Liquid Port Terminal: For the three-month period ended September 30, 2023, Navios Logistics’ sales of products increased by $7.0 million to $7.1 million, as compared to $0.1 million for the same period during 2022. This increase was attributable to the sale of fuel products in connection with the provision of bunkering services in the port of Nueva Palmira, which commenced in October 2022.

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Cost of Sales

The following table presents our cost of sales for the three-month periods ended September 30, 2023 and 2022:

Time Charter, Voyage and Port Terminal Expenses: For the three-month period ended September 30, 2023, time charter, voyage and port terminal expenses decreased overall by $3.5 million, or 17.5%, to $16.5 million for the three-month period ended September 30, 2023, as compared to $20.0 million for the same period during 2022. Time charter and voyage expenses of the Barge Business decreased by $5.2 million, or 38.9%, to $8.2 million for the three-month period ended September 30, 2023, as compared to $13.5 million for the same period during 2022, mainly due to decreased bunker consumption resulting from time charter-out contracts in place for iron ore transportation during the current period. The overall decrease was partially offset by a $1.7 million, or 28.6%, increase in port terminal expenses in the Port Terminal Business to $7.8 million for the three-month period ended September 30, 2023, as compared to $6.0 million for the same period during 2022, mainly due to higher volumes transshipped in the Iron Ore Port Terminal. Time charter and voyage expenses of the Cabotage Business remained stable at $0.5 million for each of the three-month periods ended September 30, 2023 and 2022.

Direct Vessel Expenses: Direct vessel expenses increased overall by $2.3 million, or 11.4%, to $22.2 million for the three-month period ended September 30, 2023, as compared to $19.9 million for the same period during 2022. Direct vessel expenses of the Barge Business increased by $4.2 million, or 53.2%, to $12.2 million for the three-month period ended September 30, 2023, as compared to $8.0 million for the same period during 2022, mainly due to increased crew costs, and repairs and maintenance. Direct vessel expenses of the Cabotage Business decreased by $2.0 million, or 16.5%, to $10.0 million for the three-month period ended September 30, 2023, as compared to $12.0 million for the same period during 2022, mainly due to decreased crew costs. Direct vessel expenses include crew costs, victual costs, dockage expenses, lubricants, spares and stores, insurance, and repairs and maintenance.

Cost of Products Sold—Liquid Port Terminal: For the three-month period ended September 30, 2023, Navios Logistics’ cost of products sold increased by approximately $6.7 million to $6.8 million, as compared to $0.2 million for the same period in 2022. This increase was almost entirely attributable to the increase in fuel products sold in connection with the provision of bunkering services in the port of Nueva Palmira, which commenced in October 2022.

Depreciation and Amortization: For the three-month period ended September 30, 2023, Navios Logistics’ depreciation and amortization increased by $0.4 million, or 4.0%, to $9.5 million, as compared to $9.2 million for the same period during 2022. Depreciation and amortization in the Barge Business increased by $0.1 million, or 2.1%, to $5.6 million for the three-month period ended September 30, 2023, as compared to $5.5 million for the same period in 2022, mainly due to the delivery of eight liquid barges during the current period. Depreciation and amortization in the Cabotage Business increased by $0.2 million, or 14.5%, to $1.7 million for the three-month period ended September 30, 2023, as compared to $1.5 million for the same period in 2022, mainly due to increased amortization of dry dock expenses. Depreciation and amortization in the Port Terminal Business increased by less than $0.1 million, or 1.8%, to $2.3 million for the three-month period ended September 30, 2023, as compared to $2.2 million for the same period in 2022.

Impairment Loss: No impairment loss was incurred in the three-month period ended September 30, 2023. Impairment loss incurred in the three-month period ended September 30, 2022 was $3.2 million and was due to (i) $0.8 million incurred in the Cabotage Business resulting from the sale of the vessel Malva H; and (ii) $2.4 million incurred in the Barge Business in relation to certain barges.

Administrative Expenses

Administrative expenses increased by $0.3 million, or 6.7%, to $4.4 million for the three-month period ended September 30, 2023, as compared to $4.1 million for the same period during 2022. Certain of our administrative expenses are directly charged to their respective business segments, while others are allocated proportionally across business segments based on headcount.

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Other Operating Income

Other operating income remained stable at $0.5 million for each of the three-month periods ended September 30, 2023 and 2022.

Other Operating Expenses

Other operating expenses increased overall by $0.5 million, or 35.7%, to $1.9 million for the three-month period ended September 30, 2023, as compared to $1.4 million for the same period in 2022. Other operating expenses in the Barge Business increased by $0.9 million to $1.4 million for three-month period ended September 30, 2023, as compared to $0.5 million for the same period of 2022. This increase was mainly due to an increase in taxes other than income taxes. Other operating expenses in the Port Terminal Business increased by $0.1 million to $0.2 million for the three-month period ended September 30, 2023, as compared to less than $0.1 million the same period during 2022. Other operating expenses in the Cabotage Business decreased by $0.5 million, or 62.2%, to $0.3 million for the three-month period ended September 30, 2023, as compared to $0.8 million the same period during 2022. This decrease was mainly due to a decrease in taxes other than income taxes.

Allowance for Expected Credit Losses on Financial Assets

Allowance for expected credit losses on financial assets decreased to nil for the three-month period ended September 30, 2023, as compared to less than $0.1 million for the same period during 2022.

Operating Profit/(Loss)

Total operating profit increased by $1.4 million, or 8.3%, to $18.0 million for the three-month period ended September 30, 2023, compared to $16.6 million for the same period in 2022.

Operating profit in the Barge Business increased by $9.7 million to $2.7 million for the three-month period ended September 30, 2023 as compared to $7.0 million operating loss for the same period in 2022. The increase in operating profit was mainly attributable to: (i) an increase in revenue; (ii) a decrease in time-charter and voyage expenses; (iii) impairment loss incurred in the three-month period ended September 30, 2022; (iv) an increase in other operating income; and (v) a decrease in allowance for expected credit losses on financial assets. The overall increase in operating profit in the Barge Business was partially offset by: (i) an increase in direct vessel expenses; (ii) an increase in other operating expenses; (iii) an increase in depreciation and amortization; and (iv) an increase in administrative expenses.

Operating profit in the Cabotage Business increased by $0.4 million, to $0.5 million for the three-month period ended September 30, 2023, as compared to $0.1 million operating profit for the same period in 2022. The increase in operating profit was mainly attributable to: (i) a decrease in direct vessel expenses; (ii) impairment loss incurred in the three-month period ended September 30, 2022; (iii) a decrease in other operating expenses. The increase in operating profit was partially offset by: (i) a decrease in revenue; (ii) a decrease in other operating income; (iii) an increase in depreciation and amortization; (iv) an increase in administrative expenses; and (v) an increase in time charter and voyage expenses.

Operating profit in the Port Terminal Business decreased by $8.7 million, or 37.0%, to $14.9 million for the three-month period ended September 30, 2023, as compared to $23.6 million operating profit for the same period in 2022. The decrease in operating profit was mainly attributable to: (i) a decrease in port terminal revenues; (ii) an increase in cost of products sold; (iii) an increase in port terminal expenses; (iv) an increase in other operating expenses; (v) higher administrative expenses; and (vi) higher depreciation and amortization. The decrease in operating profit was mainly mitigated by an increase in sales of products.

Finance Income

Finance income increased by $0.2 million to $0.3 million for the three-month period ended September 30, 2023, as compared to $0.1 million for the same period in 2022. Finance income is allocated to our business segments pro rata to the book value of our tangible assets.

Finance Costs

Overall, finance cost increased by less than $0.1 million, or 0.2%, to $15.6 million for the three-month period ended September 30, 2023, as compared to $15.5 million for the same period in 2022. The annualized weighted average interest rates of the Company’s total borrowings were 10.39% and 10.11% for the three-month periods ended September 30, 2023 and 2022, respectively. The finance cost of the 2025 Notes (as defined herein) is allocated to the business segments pro rata to the book value of our tangible assets.

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Other Financial Results

During the three-month period ended September 30, 2023, the Company changed its accounting policy on foreign exchange differences recognized in the unaudited condensed consolidated statements of profit. Following this change, the foreign exchange gains and losses are presented in the same line item as the underlying transaction. See “—Critical Accounting Policies.”

Overall, other financial results increased by $1.8 million to $1.8 million for the three-month period ended September 30, 2023, as compared to nil for the same period in 2022.

Income Tax (Expense)/Benefit

Income tax benefit decreased by $0.4 million to less than $0.1 million for the three-month period ended September 30, 2023, as compared to $0.4 million for the same period during 2022. Income tax expense of the Cabotage Business increased by $0.4 million to $0.4 million for the three-month period ended September 30, 2023, as compared to less than $0.1 million for the same period during 2022. Income tax benefit of the Barge Business remained stable at $0.4 million for each of the three-month periods ended September 30, 2023 and 2022.

Profit/(Loss) for the Period

In the aggregate, profit for the period increased by $3.0 million to $4.6 million for the three-month period ended September 30, 2023, as compared to $1.6 million for the same period in 2022.

Loss for the period in the Barge Business decreased by $10.1 million, or 75.6%, to $3.3 million for the three-month period ended September 30, 2023, as compared to $13.4 million for the same period in 2022. The decrease in loss was mainly attributable to: (i) an increase in operating profit; (ii) an increase in other financial results; (iii) an increase in finance income; and (iv) an increase in income tax benefit. The decrease in loss for the period was partially offset by an increase in finance costs.

Loss for the period in the Cabotage Business decreased by $1.5 million, or 63.6%, to $0.8 million for the three-month period ended September 30, 2023, as compared to a $2.3 million for the same period in 2022. The decrease in loss was mainly attributable to: (i) an increase in other financial results; (ii) an increase in operating profit; (iii) a decrease in finance cost; and (iv) an increase in finance income, partially offset by an increase in income tax expense.

Profit for the period in the Port Terminal Business decreased by $8.6 million, or 49.8%, to $8.6 million for the three-month period ended September 30, 2023, as compared to $17.3 million for the same period in 2022. The decrease in profit was mainly attributable to a decrease in operating profit, partially mitigated by: (i) an increase in finance income; and (ii) a decrease in finance costs.

For the nine-month period ended September 30, 2023 compared to the nine-month period ended September 30, 2022

Revenue

The following table presents our revenues for the nine-month periods ended September 30, 2023 and 2022:

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Time Charter, Voyage and Port Terminal Revenues: For the nine-month period ended September 30, 2023, Navios Logistics’ time charter, voyage and port terminal revenues increased by $8.8 million, or 4.4%, to $208.6 million, as compared to $199.9 million for the same period during 2022. Revenue from the Barge Business increased by $17.5 million, or 25.0%, to $87.4 million for the nine-month period ended September 30, 2023, as compared to $69.9 million for the same period during 2022. The increase was mainly attributable to time charter-out contracts that were in place for iron ore transportation during the nine-months ended September 30, 2023. Revenue from the Port Terminal Business decreased by $6.4 million, or 7.2%, to $83.4 million for the nine-month period ended September 30, 2023, as compared to $89.9 million for the same period during 2022. The decrease was mainly attributable to a decrease in revenues from the Grain Port Terminal due to lower grain throughput resulting from a decline in Uruguayan exports, partially offset by higher tariffs and volumes transshipped at the Iron Ore Port Terminal. Revenue from the Cabotage Business decreased by $2.3 million, or 5.6%, to $37.9 million for the nine-month period ended September 30, 2023, as compared to $40.1 million for the same period during 2022, mainly due to the sale of the He Man H completed in August 2023 that resulted in a decrease in operating days compared to the same period during 2022.

Sales of Products- Liquid Port Terminal: For the nine-month period ended September 30, 2023, Navios Logistics’ sales of products increased by $14.9 million to $16.9 million, as compared to $2.0 million for the same period during 2022. This increase was attributable to the sale of fuel products in connection with the provision of bunkering services in the port of Nueva Palmira, which commenced in October 2022.

Cost of Sales

The following table presents our costs of sales for the nine-month periods ended September 30, 2023 and 2022:

Time Charter, Voyage and Port Terminal Expenses: For the nine-month period ended September 30, 2023, time charter, voyage and port terminal expenses decreased overall by $4.9 million, or 9.6%, to $46.2 million, as compared to $51.1 million for the same period during 2022. Time charter and voyage expenses of the Barge Business decreased by $9.7 million, or 29.5%, to $23.3 million for the nine-month period ended September 30, 2023, as compared to $33.0 million for the same period during 2022, mainly due to decreased bunker consumption resulting from time charter-out contracts in place for iron ore transportation during the current period. Time charter and voyage expenses of the Cabotage Business decreased by $0.4 million, or 22.3%, to $1.5 million for the nine-month period ended September 30, 2023, as compared to $1.9 million for the same period during 2022. The overall decrease was partially offset by a $5.2 million, or 32.4%, increase in port terminal expenses in the Port Terminal Business to $21.5 million for the nine-month period ended September 30, 2023, as compared to $16.2 million for the same period during 2022, mainly due to higher volumes transshipped in the Iron Ore Port Terminal.

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Direct Vessel Expenses: Overall, direct vessel expenses increased by $5.7 million, or 10.6%, to $59.1 million for the nine-month period ended September 30, 2023, as compared to $53.5 million for the same period during 2022. Direct vessel expenses of the Barge Business increased by $7.6 million, or 31.1%, to $32.2 million for the nine-month period ended September 30, 2023, as compared to $24.6 million for the same period during 2022, mainly due to increased crew costs, repairs and maintenance and stores. Direct vessel expenses of the Cabotage Business decreased by $2.0 million, or 6.8%, to $26.9 million for the nine-month period ended September 30, 2023, as compared to $28.9 million for the same period during 2022, mainly due to increased crew costs. Direct vessel expenses include crew costs, victual costs, dockage expenses, lubricants, spares and stores, insurance, and repairs and maintenance.

Cost of Products Sold- Liquid Port Terminal: For the nine-month period ended September 30, 2023, Navios Logistics’ cost of products sold increased by $13.8 million to $15.7 million, as compared to $1.9 million for the same period in 2022. This increase was mainly attributable to an increase in fuel products sold in connection with the provision of bunkering services in the port of Nueva Palmira, which commenced in October 2022.

Depreciation and Amortization: For the nine-month period ended September 30, 2023, Navios Logistics’ depreciation and amortization increased by $1.7 million, or 6.3%, to $28.8 million, as compared to $27.1 million for the same period during 2022. Depreciation and amortization in the Cabotage Business increased by $1.0 million, or 24.9%, to $5.0 million for the nine-month period ended September 30, 2023, as compared to $4.0 million for the same period in 2022, mainly due to increased amortization of dry dock expenses. Depreciation and amortization in the Port Terminal Business increased by $0.5 million, or 7.7%, to $7.1 million for the nine-month period ended September 30, 2023, as compared to $6.6 million for the same period in 2022, mainly due to increased depreciation expense of tangible assets. Depreciation and amortization in the Barge Business increased by $0.2 million, or 1.2%, to $16.7 million for the nine-month period ended September 30, 2023, as compared to $16.5 million for the same period in 2022.

Impairment Loss: Impairment loss incurred in the nine-month period ended September 30, 2023 was $1.7 million and was due to $1.7 million incurred in the Cabotage Business resulting from the sale of the vessel He Man H. For additional information, refer to Note 5 “Tangible fixed assets and assets under construction” included elsewhere in this report. Impairment loss incurred in the nine-month period ended September 30, 2022 was $3.2 million and was due to (i) $0.8 million incurred in the Cabotage Business resulting from the sale of the vessel Malva H; and (ii) $2.4 million incurred in the Barge Business in relation to certain barges.

Administrative Expenses

Administrative expenses increased by $2.5 million, or 21.0%, to $14.5 million for the nine-month period ended September 30, 2023, as compared to $11.9 million for the same period during 2022. This increase was due mainly to an increase in payroll, travel expenses and other general and administrative expenses. Certain of our administrative expenses are directly charged to their respective business segments, while others are allocated proportionally across business segments based on headcount.

Other Operating Income

Other operating income decreased by $0.1 million, or 12.2%, to $1.0 million for the nine-month period ended September 30, 2023, as compared to $1.1 million for the same period in 2022. Other operating income in the Cabotage Business decreased by $0.3 million to nil for the nine-month period ended September 30, 2023, as compared to $0.3 million for the same period of 2022. Other operating income in the Barge Business increased by less than $0.1 million, or 6.5%, to $0.9 million for the nine-month period ended September 30, 2023, as compared to $0.9 million for the same period of 2022. Other operating income in the Port Terminal Business increased by less than $0.1 million to less than $0.1 million for the nine-month period ended September 30, 2023, as compared to nil for the same period of 2022.

Other Operating Expenses

Other operating expenses increased overall by $0.6 million, or 15.2%, to $4.3 million for the nine-month period ended September 30, 2023, as compared to $3.8 million for the same period in 2022. Other operating expenses in the Barge Business increased by $0.6 million, or 30.4%, to $2.8 million for nine-month period ended September 30, 2023, as compared to $2.1 million income for the same period of 2022. This increase was mainly due to an increase in taxes other than income taxes. Other operating expenses in the Port Terminal Business increased by $0.3 million to $0.3 million for the nine-month period ended September 30, 2023, as compared to less than $0.1 million the same period during 2022. Other operating expenses in the Cabotage Business decreased by $0.4 million, or 22.7%, to $1.3 million for the nine-month period ended September 30, 2023, as compared to $1.6 million the same period during 2022. This decrease was mainly due to a decrease in taxes other than income taxes.

Allowance for Expected Credit Losses on Financial Assets

Overall, allowance for expected credit losses on financial assets increased by $0.2 million, or 63.3%, to $0.4 million for the nine-month period ended September 30, 2023, as compared to $0.2 million for the same period in 2022.

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Operating Profit/(Loss)

Total operating profit increased by $5.6 million, or 11.0%, to $55.9 million for the nine-month period ended September 30, 2023, compared to $50.3 million for the same period in 2022.

Operating profit in the Barge Business increased by $20.0 million, or 130.1%, to $4.6 million for the nine-month period ended September 30, 2023 as compared to a $15.4 million operating loss for the same period in 2022. The increase in operating profit was mainly attributable to: (i) an increase in revenue; (ii) a decrease in time-charter and voyage expenses; (iii) impairment loss incurred in the three-month period ended September 30, 2022; and (iv) a decrease in allowance for expected credit losses on financial assets. The overall increase in operating profit in the Barge Business was partially offset by (i) an increase in direct vessel expenses; (ii) an increase in administrative expenses; (iii) an increase in other operating expenses; (iv) an increase in depreciation and amortization; and (v) a decrease in other operating income.

Operating loss in the Cabotage Business increased by $2.1 million, or 150.3%, to $0.7 million for the nine-month period ended September 30, 2023, as compared to $1.4 million operating profit for the same period in 2022. The increase in operating loss was mainly attributable to: (i) a decrease in revenue; (ii) an increase in depreciation and amortization; (iii) an increase in impairment loss; (iv) an increase in administrative expenses; and (v) a decrease in operating income. The increase in operating loss was partially mitigated by (i) a decrease in direct vessel expenses; (ii) a decrease in time charter and voyage expenses; and (ii) a decrease in other operating expenses.

Operating profit in the Port Terminal Business decreased by $12.4 million, or 19.2%, to $52.0 million for the nine-month period ended September 30, 2023, as compared to $64.4 million for the same period in 2022. The decrease in operating profit was mainly attributable to: (i) an increase in cost of products sold; (ii) a decrease in port terminal revenues; (iii) an increase in port terminal expenses; (iv) higher administrative expenses; (v) an increase in depreciation and amortization; (vi) an increase in allowance for expected credit losses on financial assets; and (vii) and increase in other operating expenses. The decrease in operating profit was partially mitigated by: (i) an increase in sales of products and (ii) an increase in other operating income.

Finance Income

Finance income increased by $1.0 million to $1.1 million for the nine-month period ended September 30, 2023, as compared to less than $0.2 million for the same period in 2022. Finance income is allocated to our business segments pro rata to the book value of our tangible assets.

Finance Costs

Overall, finance cost increased by $0.8 million, or 1.6%, to $47.5 million for the nine-month period ended September 30, 2023, as compared to $46.8 million for the same period in 2022. These variations were mainly attributable to the higher weighted average interest rate for the nine-month period ended September 30, 2023. The annualized weighted average interest rates of the Company’s total borrowings were 10.33% and 10.15% for the nine-month periods ended September 30, 2023 and 2022, respectively. The finance cost of the 2025 Notes (as defined herein) is allocated to the business segments pro rata to the book value of our tangible assets.

Other Financial Results

During the nine-month period ended September 30, 2023, the Company changed its accounting policy on foreign exchange differences recognized in the unaudited condensed consolidated statements of profit. Following this change, the foreign exchange gains and losses are presented in the same line item as the underlying transaction. See “—Critical Accounting Policies.”

Overall, other financial results decreased by $2.0 million, or 53.4%, to $1.8 million for the nine-month period ended September 30, 2023, as compared to a $3.8 million for the same period in 2022.

Income Tax (Expense)/Benefit

Income tax expense increased by $0.7 million to $0.7 million for the nine-month period ended September 30, 2023, as compared to less than $0.1 million income tax benefit for the same period in 2022. Income tax expense from the Cabotage Business increased by $0.6 million to $1.0 million for the nine-month period ended September 30, 2023, as compared to $0.3 million for the same period in 2022. Income tax benefit from the Barge Business decreased by less than $0.1 million to $0.3 million for the nine-month period ended September 30, 2023, as compared to $0.4 million for the same period in 2022.

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Profit/(Loss) for the Period

In the aggregate, profit for the period increased by $3.0 million, or 39.5%, to $10.6 million for the nine-month period ended September 30, 2023, as compared to $7.6 million for the same period in 2022.

Loss for the period in the Barge Business decreased by $16.7 million, or 52.5%, to $15.1 million for the nine-month period ended September 30, 2023, as compared to $31.8 million for the same period in 2022. The decrease in loss was mainly attributable to: (i) an increase in operating profit; and (ii) an increase in finance income. The decrease in loss for the period was partially offset by (i) a decrease in other financial results; (ii) an increase in finance costs; and (iii) an increase in income tax expense.

Loss for the period in the Cabotage Business increased by $0.9 million, or 14.0%, to $7.2 million for the nine-month period ended September 30, 2023, as compared to a $6.3 million for the same period in 2022. The increase in loss for the period was mainly attributable to: (i) an increase in operating loss; and (ii) an increase in income tax expense, which overall loss was partially mitigated by (i) an increase in other financial results; (ii) a decrease in finance cost; and (iii) an increase in finance income.

Profit for the period in the Port Terminal Business decreased by $12.8 million, or 28.0%, to $32.9 million for the nine-month period ended September 30, 2023, as compared to $45.8 million for the same period in 2022. The decrease was mainly attributable to: (i) a decrease in operating profit; and (ii) an increase in finance costs; the overall decrease was partially mitigated by an increase in finance income.

EBITDA Reconciliation to Profit/(Loss)

EBITDA represents profit/(loss) before finance income, finance costs, depreciation and amortization, and income taxes. EBITDA is presented because it is used by certain investors to measure a company’s operating performance. Adjusted EBITDA represents EBITDA before impairment losses and loss on debt extinguishment. EBITDA and Adjusted EBITDA are “non-IFRS financial measures” and should not be considered a substitute for profit, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with IFRS or as a measure of profitability or liquidity. While EBITDA and Adjusted EBITDA are frequently used as a measure of operating performance, the definitions of EBITDA and Adjusted EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation. EBITDA and Adjusted EBITDA have limitations as analytical tools, and therefore, neither should be considered in isolation or as a substitute for the analysis of results as reported under IFRS. Some of these limitations are: (i) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, working capital needs; (ii) EBITDA and Adjusted EBITDA do not reflect the amounts necessary to service interest on our debt and other financing arrangements; and (iii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future. EBITDA and Adjusted EBITDA do not reflect any cash requirements for such capital expenditures. Because of these limitations, among others, EBITDA and Adjusted EBITDA should not be considered as a principal indicator of our performance.

For the three-month Period Ended September 30, 2023

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For the three-month Period Ended September 30, 2022

For the nine-month period ended September 30, 2023

For the nine-month period ended September 30, 2022

Liquidity and Capital Resources

We have historically financed our capital requirements with cash flows from operations, equity contributions from stockholders, borrowings under our credit facilities and issuances of debt securities. Our 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 our owned vessels comply with international and regulatory standards, repayments of debt and payments of dividends. We may also use funds to repurchase our outstanding indebtedness from time to time. Repurchases may be made in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms we deem appropriate, and subject to our cash requirements for other purposes, compliance with the covenants under our debt agreements, and other factors management deems relevant. In addition, we regularly review options for refinancing our existing indebtedness and opportunities for acquisitions of businesses and additional vessels, development of new facilities and infrastructure, joint ventures and other corporate transactions that may be material to us. In connection with any such transactions, we may need to raise significant amounts of capital, including debt. We do not have any material contractual arrangements for such transactions at this time. See “— Working Capital Position,” “— Capital Expenditures” and “—Interest-bearing Loans and Borrowings” included elsewhere in this report for further discussion of our working capital position.

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The following table presents cash flow information derived from the unaudited condensed consolidated statements of cash flows of Navios Logistics for the nine-month periods ended September 30, 2023 and 2022.

Cash provided by operating activities for the nine-month period ended September 30, 2023 as compared to the nine-month period ended September 30, 2022:

Net cash provided by operating activities increased by $15.2 million, or 50.0%, to $45.4 million for the nine-month period ended September 30, 2023, as compared to $30.3 million for the same period during 2022.

In determining net cash from operating activities, profit is adjusted for the effect of certain non-cash items including depreciation and amortization, which are analyzed in detail in our Unaudited Condensed Consolidated Statement of Cash Flows for the Nine-month Periods Ended September 30, 2023 and 2022, included elsewhere in this report.

Profit is adjusted for changes in working capital in order to determine net cash provided by operating activities.

The positive change in working capital of $12.6 million for the nine-month period ended September 30, 2023 resulted from a $14.5 million decrease in trade receivables and contract assets, a $4.4 million increase in trade and other payables and contract liabilities. These positive changes were partially offset by a $5.4 million increase in prepayments and other assets, and a $1.0 million increase in inventories.

The positive change in working capital of $0.7 million for the nine-month period ended September 30, 2022 resulted from a $3.1 million decrease in trade receivables and contract assets and a $0.1 million decrease in inventories, partially mitigated by a $1.6 million decrease in trade and other payables and contract liabilities, and a $0.9 million increase in prepayments and other assets.

Cash used in investing activities for the nine-month period ended September 30, 2023 as compared to the nine-month period ended September 30, 2022:

Net cash used in investing activities increased by $20.0 million to $29.7 million for the nine-month period ended September 30, 2023, from $9.7 million for the same period during 2022.

Cash used in investing activities for the nine-month period ended September 30, 2023 comprised mainly: (i) $19.7 million in payments for the purchase of tangible assets, including payments for drydock and special surveys; (ii) $6.0 million in payments for expansion works in the Iron Ore Port Terminal; (iii) a $3.4 million increase in restricted cash; (iv) $2.8 million in payments for the development of a new liquid terminal in Nueva Palmira; (v) $1.5 million in payments relating to the deposit for the construction of twelve barges pursuant to the Twelve Finance Lease Barges contract; (vi) $1.2 million in payments for the acquisition of Vimalcor (as defined elsewhere in this report); and (vii) less than $0.1 million in payments for the development of our port operations in Port Murtinho, Brazil. These increases and payments were partially mitigated by receipt of: (i) $4.5 million in proceeds related to the sale of one tanker vessel and (ii) $0.5 million in proceeds related to the disposal of certain barges. For further information, see Note 2, Note 4, Note 6 and Note 9 included elsewhere in this report.

Cash used in investing activities for the nine-month period ended September 30, 2022 was mainly the result of (i) $9.3 million in payments for the purchase of tangible assets, including payments for drydock and special surveys, (ii) $0.3 million in payments for the construction of a new stockpile in our Iron Ore Port Terminal and (iii) $0.1 million in payments for the development of our port operations in Port Murtinho, Brazil.

Cash used in financing activities for the nine-month period ended September 30, 2023 as compared the nine-month period ended September 30, 2022:

Net cash used in financing activities increased by $29.6 million to $30.0 million for the nine-month period ended September 30, 2023, as compared to $0.4 million cash provided by financing activities for the same period during 2022.

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The increase in cash used in financing activities for the nine-month period ended September 30, 2023 was primarily due to payments of: (i) $14.8 million in connection with the Company’s outstanding indebtedness; (ii) $10.0 million in relation to the promissory note to Grimaud (the “Promissory Note”); (iii) $3.4 million for the repayment of the Notes Payable (as defined herein); and (iv) $1.6 million for the principal portion of our lease liabilities.

Cash used in financing activities for the nine-month period ended September 30, 2022 was due to receipt of $37.0 million in proceeds from long term debt, partially mitigated by payments of (i) $28.7 million in connection with the Company’s outstanding indebtedness, (ii) $5.0 million in relation to the Promissory Note (as defined herein), (iii) $3.3 million for the repayment of the Notes Payable (as defined herein) and (iv) $0.4 million for the principal portion of our lease liabilities.

Interest-Bearing Loans and Borrowings

Navios Logistics’ interest-bearing loans and borrowings are presented under the captions “Interest-bearing loans and borrowings” under current and non-current liabilities in the unaudited condensed consolidated statement of financial position, included elsewhere in this report. As of September 30, 2023 and December 31, 2022, total interest-bearing loans and borrowings amounted to $532.3 million and $547.3 million, respectively. The current portion of interest-bearing loans and borrowings amounted to $23.0 million at September 30, 2023 and $23.6 million at December 31, 2022. Please refer to our 2022 Form 20-F for a full description of interest-bearing loans and borrowings.

Working Capital Position

On September 30, 2023, Navios Logistics’ current assets totaled $96.5 million, while current liabilities totaled $89.0 million, resulting in a positive working capital position of $7.5 million. Management anticipates that the Company’s primary sources of funds will be available cash, cash from operations and borrowings under existing and new loan agreements. Management believes that these sources of funds will be sufficient for the Company to meet its liquidity needs and comply with its banking covenants for at least twelve months from the end of the reporting period and therefore it is appropriate to prepare the financial statements on a going-concern basis.

Capital Expenditures

Please refer to Note 5 to our unaudited condensed consolidated financial statements included elsewhere in this report for a full description of our capital expenditures.

Dividend Policy

The payment of dividends is at the discretion of Navios Logistics’ board of directors. Any determination as to dividend policy will be made by Navios Logistics’ board of directors and will depend on a number of factors, including the requirements of Marshall Islands law, Navios Logistics’ future earnings, capital requirements, financial condition and future prospects, and such other factors as Navios Logistics’ board of directors may deem relevant. Marshall Islands law generally prohibits the payment of dividends other than from surplus, when a company is insolvent, or if the payment of the dividend would render the company insolvent. Navios Logistics’ ability to pay dividends is also restricted by the terms of the indenture governing its 2025 Notes.

Because Navios Logistics is a holding company with no material assets other than the stock of its subsidiaries, its ability to pay dividends is dependent upon the earnings and cash flow of its subsidiaries and their ability to pay dividends to Navios Logistics. If there is a substantial decline in any of the markets in which Navios Logistics participates, its earnings will be negatively affected, thereby limiting its ability to pay dividends.

No dividends were declared during the three- and-nine-month periods ended September 30, 2023 and 2022. In the nine-month period ended September 30, 2023, the Company paid $10.0 million, representing the remaining balance due under the Promissory Note ($5.0 million was paid in the nine-month period ended September 30, 2022).

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Concentration of Credit Risk

Accounts Receivable and Contract Assets

In each of our businesses, we derive a significant part of our revenues from a small number of customers. We expect that a small number of customers will continue to generate a substantial portion of our revenues for the foreseeable future. For the nine-month period ended September 30, 2023, our largest customers, Vale International S.A. (“Vale”) and YPF S.A. (“YPF”), accounted for 19.5% and 11.1%, respectively, of our total revenues, and five customers accounted for approximately 49.1% of our revenues, with no single customer (other than Vale and YPF) accounting for more than 10% of our total revenues. For the nine-month period ended September 30, 2022, our largest customers, Vale and YPF, accounted for 20.0% and 12.5%, respectively, of our total revenues, and five customers accounted for approximately 53.4% of our revenues, with no single customer (other than Vale and YPF) accounting for more than 10% of our total revenues. In addition, some of our customers, including many of our most significant customers, operate their own vessels and/or barges as well as their own port terminals. These customers may decide to cease or reduce the use of our services for various reasons, including employment of their own vessels or port terminals as applicable. The loss of any of our significant customers, including our large take-or-pay customers, or the change of the contractual terms of any one of our most significant take-or-pay contracts, or any significant dispute with one of these customers, could materially adversely affect our financial condition and our results of operations.

If one or more of our customers does not perform under one or more contracts with us and we are not able to find a replacement contract, or if a customer exercises certain rights to terminate the contract, we could suffer a loss of revenues that could materially and adversely affect our business, financial condition and results of operations. See “Item 3. Key Information—D. Risk Factors—We derive a significant part of our revenues from a small number of customers, and the loss of one or more of these customers could materially and adversely affect our revenues.” in the 2022 Form 20-F.

We could lose a customer or the benefits of a contract if, among other things:

In July 2022, Vale S.A. announced the closing of the sale of its iron ore, manganese ore and logistics assets in the midwestern system to J&F Mineracao Ltda., an entity controlled by J&F Investimentos S.A. The Vale port contract entered into between Corporacion Navios S.A., a company controlled by Navios Logistics, and Vale, dated September 27, 2013, remains in full force and effect.

Cash Deposits with Financial Institutions

We are exposed to potential loss related to cash deposits in excess of amounts covered by government-provided insurance in the event of non-performance by financial institutions. Although we maintain cash deposits in excess of government-provided insurance limits, we minimize our exposure to credit risk by dealing with a diversified group of major financial institutions.

Legal Proceedings and Commitments and Contingencies

We are subject to legal proceedings, claims and contingencies arising in the ordinary course of business. When such amounts can be estimated and the contingency is probable, management accrues the corresponding liability. While the ultimate outcome of lawsuits or other proceedings against us cannot be predicted with certainty, management does not believe the costs, individually or in aggregate, of all such proceedings, claims and contingencies will have a material adverse effect on our unaudited condensed consolidated financial position, results of operations or cash flows.

The Company issued a guarantee and indemnity letter that guarantees the performance obligations of a consolidated subsidiary to Vitol up to $12.0 million. This guarantee expires on March 28, 2024.

On July 22, 2016, the Company guaranteed the compliance of certain obligations related to two consolidated subsidiaries under their respective direct user agreements with the Free Zone of Nueva Palmira, in the amounts of $0.8 million and $0.5 million, respectively.

In September 2020, the Company agreed to a settlement regarding a storage and transshipment contract in the Grain Port Terminal for a total amount to be paid to the Company as a result of the settlement of $4.1 million, to be collected in three equal installments of $1.4 million within each of June 2021, 2022 and 2023. In June 2021, 2022 and 2023, the Company collected the first, second and third installments.

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In September 2023, the Company entered into a five-year finance leasing contract for the construction of the Twelve Finance Lease Barges. The Company assessed the lease classification criteria and concluded that the agreement is a finance lease. The obligation under the finance lease contract is payable in 60 consecutive monthly payments of $11 thousand for each barge, commencing on the delivery date of the applicable barge. Upon the expiration of the contract, the Company will have the ability to exercise the purchase option for any of the twelve barges at a cost of $0.4 million per barge. Upon delivery of each barge under the leasing contract, the Company will recognize a finance lease liability based on the net present value of the remaining charter-in payments including the purchase option to acquire the barge at the end of the lease period. As of September 30, 2023, the Company paid an amount of $1.5 million relating to the deposit for the construction of the twelve barges constructed pursuant to the Twelve Finance Lease Barges contract, which is included under the caption “Assets under construction” in the unaudited condensed consolidated statement of financial position. For further information please see Note 5 “Tangible fixed assets and assets under construction” included elsewhere in this report.

Related Party Transactions

Please read Note 10 to our unaudited condensed consolidated financial statements included elsewhere in this report for a full description of related party transactions.

Quantitative and Qualitative Disclosures about Market Risks

We are exposed to certain risks related to interest rate, foreign currency fuel price inflation and fluctuations in time-charter hire rates. Risk management is carried out under policies approved by executive management.

Interest Rate Risk

Debt Instruments— As of September 30, 2023 and December 31, 2022, the Company’s long-term indebtedness totaled $541.1 million and $559.4 million, respectively. The debt is dollar-denominated and bears interest at a fixed rate, except for the Notes Payable and the 2022 Term Bank loan that bear interest at a floating rate.

Interest rates on the 2025 Notes (as defined elsewhere in this report), the 2022 BBVA Facility (as defined elsewhere in this report), the Santander Facility (as defined elsewhere in this report), the seller’s credit for the construction of six liquid barges and the seller’s credit agreement for the acquisition of the 2020 Fleet are fixed and, therefore, changes in interest rates affect the fair value of each, which, as of September 30, 2023 was $492.5 million, $16.6 million, $3.2 million, $6.7 million and $5.0 million, respectively, but do not affect the related finance costs. Interest rates on the Notes Payable and the 2022 Term Bank loan is at a floating rate and, therefore, changes in interest rates affect the interest rate and related finance costs for each. As of September 30, 2023, the amount outstanding under the Company’s floating rate loan facilities was $9.5 million. A change of 100 basis points in the Secured Overnight Financing Rate (“SOFR”) would have increased finance costs for the nine-month period ended September 30, 2023 by $0.1 million.

For a detailed discussion of Navios Logistics’ debt instruments refer to Note 8 to our unaudited condensed consolidated financial statements included elsewhere in this report.

Foreign Currency Transactions

We are exposed to foreign currency exchange transaction risk related to funding our operations. For the nine-month period ended September 30, 2023 and 2022, approximately 53.0%, and 61.5%, respectively, of our expenses were incurred in currencies other than U.S. dollars. Further, for the nine-month period ended September 30, 2023, approximately 27%, 13% and 13% of the Company’s $135.4 million of combined costs for: (a) time charter, voyage and port terminal expenses; (b) direct vessels expenses; (c) cost of products; and (d) administrative expenses, net of depreciation (together, the “Combined Cost”), were denominated in Argentinean pesos, Paraguayan guaranies and Uruguayan pesos, respectively. Comparatively, the same foreign currencies accounted for approximately 28%, 22% and 11%, respectively, of our $118.4 million of Combined Cost for the nine-month period ended September 30, 2022. For the nine-month periods ended September 30, 2023 and 2022, Brazilian reais accounted for less than 1% of our Combined Cost.

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For the nine-month period ended September 30, 2023, a 1.00% change in the exchange rates between the U.S. dollar and Argentinean pesos, Paraguayan guaranies and Uruguayan pesos would change our profit for the year by $0.4 million, $0.2 million and less than $0.2 million, respectively. Comparatively, a 1.00% change in the same exchange rates would change our profit for the period ended September 30, 2022 by $0.3 million, $0.3 million and $0.1 million, respectively.

Inflation and Fuel Price Increases

See “Factors Affecting Navios Logistics’ Results of Operations” included elsewhere in this report.

Critical Accounting Policies

Navios Logistics’ unaudited condensed consolidated financial statements have been prepared in accordance with IFRS. The preparation of these financial statements requires Navios Logistics to make estimates in the application of its accounting policies based on the best assumptions, judgments and opinions of management.

The Company’s most critical accounting policies and estimates are those that involve subjective decisions or assessments and are included in the Company’s 2022 Form 20-F.

During the nine-month period ended September 30, 2023, the Company changed its accounting policy on foreign exchange differences recognized in the unaudited condensed consolidated statements of profit. Following this change the foreign exchange gains and losses are presented in the same line item as the underlying transaction. Total impact for the nine-month periods ended September 30, 2023 and 2022 was $1.4 million and $0.5 million, respectively. The impact of the amounts reclassified to each underlying item was not material for all prior periods presented.

Asset Acquisitions: When the Company enters into an acquisition transaction, it determines whether the acquisition transaction is a purchase of an asset or a business based on the facts and circumstances of the transaction. In accordance with IFRS 3, Business Combinations, the Company first evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If that threshold is met, the set of assets and activities is not a business. If the threshold is not met, the Company evaluates whether the set meets the definition of a business. To be considered a business, a set must include an input and a substantive process that together significantly contribute to the ability to create an output. All assets acquired and liabilities assumed in a business combination are measured at their fair values on the acquisition date. For asset acquisitions, the net assets acquired should be measured following a cost accumulation and allocation model under which the cost of the acquisition is allocated on a relative fair value basis to the qualifying assets acquired. In May 2023, the Company completed the acquisition of the stock of Vimalcor S.A. (“Vimalcor”) for a purchase price of $1.6 million. This was classified as an asset acquisition; the main asset acquired is the right of use of a plot of land in the port of Montevideo. For further information see Note 6 and Note 9, included elsewhere in this Report.

Recent Accounting Pronouncements

The Company’s recent accounting pronouncements are included in the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this report.

Change in Registrant’s Certifying Accountant

On November 27, 2023, the Audit Committee of the Board of Directors of the Company dismissed Price Waterhouse & Co. S.R.L. (“PwC Argentina”) as its independent registered public accounting firm.

The reports of PwC Argentina on the Company’s consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period from January 1, 2023 through November 27, 2023, (i) the Company did not have disagreements with PwC Argentina on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC Argentina, would have caused PwC Argentina to make reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements for such years, and (ii) there were no “reportable events” as defined in Item 16F(a)(1)(v) of Form 20-F.

The Company provided PwC Argentina with a copy of this Form 6-K prior to its filing with the SEC and requested that PwC Argentina furnish it with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of PwC Argentina’s letter, dated December 14, 2023 is attached as Exhibit 16.1 to this Form 6-K.

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On November 27, 2023, the Audit Committee of the Board of Directors of the Company engaged PricewaterhouseCoopers S.A. (“PwC Greece”) as the Company’s new independent registered public accounting firm. During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through November 27, 2023, neither the Company nor anyone on its behalf has consulted with PwC Greece on the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 16F of Form 20-F, or a reportable event, as that term is defined in Item 16F(a)(1)(v) of Form 20-F.

EXHIBIT INDEX

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INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

F-1

NAVIOS SOUTH AMERICAN LOGISTICS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Expressed in thousands of U.S. dollars)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

NAVIOS SOUTH AMERICAN LOGISTICS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT

(Expressed in thousands of U.S. dollars)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

NAVIOS SOUTH AMERICAN LOGISTICS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Expressed in thousands of U.S. dollars)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

NAVIOS SOUTH AMERICAN LOGISTICS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Expressed in thousands of U.S. dollars)