United states securities and exchange commission
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- A. Disclosure Controls and Procedures
- B. Management’s Annual Report on Internal Control over Financial Reporting
- C. Attestation Report of the Registered Public Accounting Firm
- Item 16A. Audit Committee Financial Expert
- Item 16B. Code of Ethics
- Item 16C. Principal Accountant Fees and Services Audit Fees
- Audit-Related Fees There were no audit-related fees billed in 2011 and 2010. Tax Fees
- Exemptions from the Listing Standards for Audit Committees Not applicable. Item 16E.
- Change in Registrant’s Certifying Accountant Not applicable. Item 16G. Corporate Governance
- Item 17. Financial Statements See Item 18. Item 18. Financial Statements
- Item 19. Exhibits
- Date: April 5, 2012 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
- NAVIOS SOUTH AMERICAN LOGISTICS INC.
| PART II
<>Item 13. Defaults, Dividend Arrearages and Delinquencies <>Not applicable. <>Item 14. Material Modifications to the Rights of Shareholders and Use of Proceeds <>Not applicable. <>Item 15. Controls and Procedures <>A. Disclosure Controls and Procedures <>The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation, pursuant to Rule 13a-15 promulgated under the Exchange Act, of the effectiveness of our disclosure controls and procedures as of December 31, 2011. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2011. <>B. Management’s Annual Report on Internal Control over Financial Reporting <>This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission for newly public companies. <>C. Attestation Report of the Registered Public Accounting Firm <>Not applicable. <>D. Changes in internal control over financial reporting <>There have been no changes in internal controls over financial reporting that occurred during the year covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, Navios Logistics’ internal controls over financial reporting. <>Item 16A. Audit Committee Financial Expert <>The Board of Directors has determined that Mr. Achniotis qualifies as “an audit committee financial expert” as defined in the instructions of Item 16A of Form 20-F. Mr. Achniotis may not be deemed to be “independent” within the definition published by the New York Stock Exchange. <>Item 16B. Code of Ethics <>Navios Logistics has adopted a code of ethics, the Navios Code of Corporate Conduct and Ethics, applicable to officers, directors and employees of Navios Logistics. The Navios Code of Corporate Conduct and Ethics is available for review on Navios Holdings’ website at www.navios-logistics.com. <>Item 16C. Principal Accountant Fees and Services <>Audit Fees <>Our principal accountants for fiscal years 2011 and 2010 were Price Waterhouse and Co S.R.L. The audit fees for the audit of each of the years ended December 31, 2011 and 2010 were $0.6 million and $0.4 million, respectively. <>Audit-Related Fees <>There were no audit-related fees billed in 2011 and 2010. <>Tax Fees <>There were no tax fees billed in 2011 and 2010. <>All Other Fees <>There were no other fees billed in 2011 and 2010. <>Item 16D. Exemptions from the Listing Standards for Audit Committees <>Not applicable. <>Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers <>Not applicable. <>Item 16F. Change in Registrant’s Certifying Accountant <>Not applicable. <>Item 16G. Corporate Governance <>Not applicable. <>Item 16H. Mine Safety Disclosure <>Not applicable.
<>Item 17. Financial Statements <>See Item 18. <>Item 18. Financial Statements <>The financial information required by this Item is set forth on pages F-1 to F-48 and are filed as part of this report statement. <>Item 19. Exhibits
<>* Filed herewith <>** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. <>(1) Previously filed with Registration Statement on Form F-4 (Registration No. 333-179250), as filed with the Securities and Exchange Commission on January 31, 2012.
<>Navios South American Logistics Inc. hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
<>Date: April 5, 2012 <>INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<>Report of Independent Registered Public Accounting Firm <>To the Shareholders and the Board of Directors of <>Navios South American Logistics Inc.: <>We have audited the accompanying consolidated balance sheets of Navios South American Logistics Inc. and its subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in equity and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. <>We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. <>In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Navios South American Logistics Inc. and its subsidiaries at December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
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