Registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934


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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

 

 

(Mark One)

¨

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

¨

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring shell company report                     

For the transition period from                      to                     

Commission file number

001-33311

 

 

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 11B2

Monte Carlo, MC 98000 Monaco

(Address of principal executive offices)

Kenneth R. Koch, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and

Popeo, P.C

The Chrysler Center

666 Third Avenue

New York, New York 10017

Tel: (212) 935-3000

Fax: (212) 983-3115

(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 registered

Common Stock, par value $.0001 per share

 

New York Stock Exchange LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. 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:

104,261,029 as of December 31, 2013

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ¨     No   x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.    Yes   ¨     No   x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter 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 “large accelerated 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 Standards Board  ¨

  

Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    Item 17   ¨     Item 18   ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

 

 

 
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

FORWARD-LOOKING STATEMENTS

  

 

3

  

Item 1. Identity of Directors, Senior Management and Advisers

  

 

3

  

Item 2. Offer Statistics and Expected Timetable

  

 

3

  

Item 3. Key Information

  

 

3

  

Item 4. Information on the Company

  

 

29

  

Item 4A. Unresolved Staff Comments

  

 

43

  

Item 5. Operating and Financial Review and Prospects

  

 

43

  

Item 6. Directors, Senior Management and Employees

  

 

66

  

Item 7. Major Shareholders and Related Party Transactions

  

 

69

  

Item 8. Financial Information

  

 

72

  

Item 9. The Offer and Listing

  

 

73

  

Item 10. Additional Information

  

 

73

  

Item 11. Quantitative and Qualitative Disclosures about Market Risk

  

 

77

  

Item 12. Description of Securities Other than Equity Securities

  

 

77

  

PART II

  

 

 

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

  

 

77

  

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

  

 

77

  

Item 15. Controls and Procedures

  

 

78

  

Item 16A. Audit Committee Financial Expert

  

 

78

  

Item 16B. Code of Ethics

  

 

78

  

Item 16C. Principal Accountant Fees and Services

  

 

78

  

Item 16D. Exemptions from the Listing Standards for Audit Committees

  

 

79

  

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

  

 

79

  

Item 16F. Changes in Registrant’s Certifying Accountant

  

 

79

  

Item 16G. Corporate Governance

  

 

79

  

Item 16H. Mine Safety Disclosures

  

 

79

  

PART III

  

 

 

 

Item 17. Financial Statements

  

 

79

  

Item 18. Financial Statements

  

 

79

  

Item 19. Exhibits

  

 

79

  

EX-8.1

  

 

 

 

EX-12.1

  

 

 

 

EX-12.2

  

 

 

 

EX-13.1

  

 

 

 

EX-15.1

  

 

 

 

EX-15.2

  

 

 

 

EX-15.3

  

 

 

 

 

2
Table of Contents

FORWARD-LOOKING STATEMENTS

This 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 1995 and is including this cautionary statement in connection with this safe harbor legislation. This document and any other written or oral statements made by us or 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.

Please note in this Annual Report, “we”, “us”, “our”, the “Company” and “Navios Holdings” all refer to Navios Maritime Holdings Inc. and its subsidiaries.

The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, 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 beyond our 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 to differ materially from those discussed in the forward-looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand in the drybulk shipping industry, changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs, 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 important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, or the SEC.

We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such 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 not possible 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, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

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