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July 10, 2019
Angeliki Frangou
Chairman and Chief Executive Officer
Navios Maritime Acquisition Corporation
Navios Maritime Partners, L.P.
Navios Maritime Holdings, Inc.
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
Re: Navios Maritime Acquisition Corporation
Form 20-F for the Fiscal Year Ended December 31, 2018
Filed April 19, 2019 and File No. 001-34104
Navios Maritime Partners L.P.
Form 20-F for the Fiscal Year Ended December 31, 2018
Filed April 9, 2019 and File No. 001-33811
Navios Maritime Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2018
Filed April 29, 2019 and File No. 001-33311
Dear Ms. Frangou:
We have reviewed your filings and have the following comments. In some
of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Navios Acquisition - Form 20-F for the Fiscal Year Ended December 31, 2018
Notes to the Consolidated Financial Statements
Note 3. Acquisition of Navios Midstream, page F-19
1. We note that in accounting for the acquisition of the remaining interest
of Navios
Midstream, you recorded a bargain purchase gain. Please tell us and
revise to disclose the
reasons why the transaction resulted in a gain. Also, please explain to
us how you
Angeliki Frangou
FirstName LastNameAngelikiCorporation
Navios Maritime Acquisition Frangou
Comapany NameNavios Maritime Acquisition Corporation
July 10, 2019
July 10, 2019 Page 2
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FirstName LastName
determined the fair value of the previously held equity interest in
Navios Midstream as
well as the fair value of the vessels acquired.Your response should
include the nature and
amount of all significant assumptions used in the valuation.
Navios Partners - Form 20-F for the Fiscal Year Ended December 31, 2018
Notes to the Consolidated Financial Statements
Note 20. Investment in Affiliates, page F-39
2. We note your equity method investment in Navios Containers generated
equity earnings
for fiscal year December 31, 2018 that appear to be material to your
net loss pursuant to
the requirements of Rule 3-09 of Regulation S-X. We further note you
have provided
summarized financial information of this entity at page F-41 pursuant
to Rule 4-08(g) of
Regulation S-X and have provided expanded financial statements at
Exhibit 15.3 that
do not include an accompanying auditors' report or related footnotes.
As such, please tell
us the consideration given to providing a full set of audited
financial statements of Navios
Containers in your December 31, 2018 Form 20-F in compliance with Rule
3-09 of
Regulation S-X.
Navios Holdings - Form 20-F for the Fiscal Year Ended December 31, 2018
Item 3. Key Information
D. Risk Factors
Risks Relating to Argentina, page 45
3. We note that you have included a discussion on the risks related to
operating in
Argentina. However, we do not note any discussion of a highly
inflationary economy. In
light of the fact that Argentina was determined to be a highly
inflationary economy as of
June 30, 2018, please revise to disclose this fact, the economic
factors resulting in the
Argentine economy being highly inflationary economy, and the impact on
your operations
and trends due to this change. Also, tell us how you have accounted
for any financial
statement impact of changes in currency rates/general price impact on
Navios Logistics
under the guidance in ASC 830-10-45. See also ASC 830-20-50-3.
Item 4. Information on the Company
B. Business Overview, page 53
4. We note from your Shipping Operations discussion on page 56 that you
disclose the
vessels owned and Chartered-In by Navios Holdings but do not include
the vessels
owned/leased by your consolidated entities Navios Logistics and Navios
Containers.
Please revise to include the nature of all vessels owned by the
company, both core, and
those of your consolidated subsidiaries. See guidance in Item 102 of
Regulation S-K.
Your disclosure on page 79 of MD&A should be similarly revised.
Angeliki Frangou
FirstName LastNameAngelikiCorporation
Navios Maritime Acquisition Frangou
Comapany NameNavios Maritime Acquisition Corporation
July 10, 2019
July 10, 2019 Page 3
Page 3
FirstName LastName
Operating and Financial Review and Prospects
Critical Accounting Policies
Impairment of Long Lived Assets, page 113
5. It appears that your discussion on the impairment analysis of long
lived assets includes
only the core vessels owned by Navios Holdings and does not include
those owned by
your consolidated subsidiaries Navios Logistics and Navios
Acquisition. In light of the
fact that these vessels are included on the balance sheet of the
consolidated entity, and
generate (or will generate) significant amounts of revenue to your
operations, your
MD&A should include a discussion on how these vessels are analyzed for
impairment. In
this regard, we note from the Form 20-F of Navios Maritime Containers
that an
impairment analysis was performed on five vessels during the year
ended December 31,
2018, however your discussion in the MD&A section of Navios Holdings
does not include
details of this impairment analysis. Please revise accordingly. Also,
please revise your
table on page 114 and 115 to include all vessels owned by Navios
Holdings and not just
the "core vessels" which exclude those of Navios Logistics and Navios
Containers.
Notes to the Consolidated Financial Statements
Note 2: Summary of Significant Accounting Policies
Revenue and Expense Recognition, page F-20
6. Refer to your disclosure of the adoption of ASC 606, Revenue from
Contracts with
Customers. Please disclose, if true, you adopted the standard using
the modified
retrospective approach. Ensure you address all aspects of your
adoption as specified in
ASC 606-10-65-1, particularly paragraphs d.2, h and i, as appropriate.
For example, if
applicable, disclose that the modified retrospective approach allows
the standard to be
applied retrospectively through a cumulative catch up adjustment
recognized upon
adoption (and the amount of such adjustment), with comparative
financial statement
information not restated and reported under the accounting standards
in effect for those
periods.
Note 3. Consolidation of Navios Containers, page F-27
7. We note that the excess of the fair value of Navios Containers'
identifiable net assets of
$229,865 over the total fair value of Navios Containers' total shares
outstanding as of
November 30, 2018 of $171,743 resulted in a bargain gain upon
obtaining control in the
amount of $58,122. Please explain to us and revise to disclose how you
determined the
fair value of the net assets, specifically the vessels and favorable
lease terms acquired.
Also, please tell us and revise to disclose how you were able to
recognize a bargain gain
in this transaction. See guidance in ASC 805-30-50-1(f)(2).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Angeliki Frangou
Navios Maritime Acquisition Corporation
July 10, 2019
Page 4
You may contact Beverly Singleton at (202) 551-3328 or Claire Erlanger
at (202) 551-
3301 if you have questions regarding comments on the financial statements and
related
matters. Please contact Melissa Raminpour at (202) 551-3379 with any other
questions.
FirstName LastNameAngeliki Frangou Sincerely,
Comapany NameNavios Maritime Acquisition Corporation
Division of Corporation
Finance
July 10, 2019 Page 4 Office of Transportation
and Leisure
FirstName LastName