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

NAVIOS MARITIME HOLDINGS INC.

85 Akti Miaouli Street, Piraeus, Greece 185 38
(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 þ      Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes o      No þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes o      No þ

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o       No þ

 

 

     Operational and Financial Results; Quarterly Dividend

     On February 23, 2010, Navios Maritime Holding Inc. (“Navios”) issued a press release announcing the operational and financial results for the fourth quarter and year ended December 31, 2009. The press release also announced the declaration of Navios’ quarterly dividend. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

     This information contained in this Report is hereby incorporated by reference into the Navios Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-141872 and on Form S-8, File No. 333-147186.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Press Release dated February 23, 2010.

Navios Maritime Holdings Inc.
Reports
Financial Results for the
Fourth Quarter and Year Ended December 31, 2009

	•		99.4% increase in quarterly adjusted EBITDA to $51.3 million
	•		39.2% increase in annual adjusted EBITDA to $193.7 million
	•		350.9% increase in quarterly adjusted net income to $10.5 million
	•		Basic EPS of $0.12 for Q4 2009
	•		Dividend of $0.06 per share for Q4 2009

PIRAEUS, GREECE February 23, 2010 — Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: NM), a global, vertically integrated seaborne shipping and logistics company, today reported financial results for the fourth quarter and year ended December 31, 2009.

Angeliki Frangou, Chairman and CEO of Navios Holdings stated, “Our industry entered 2009 facing challenges virtually without precedent. The economic crisis required that Navios focus on its balance sheet, which we did by raising more than $1.3 billion in a mix of equity and long-term debt from the capital markets and commercial banks. Part of these proceeds were used to acquire seven capesize vessels, delivering in 2010, with secured cash flows for the next ten years”

Angeliki Frangou continued, “With our capital expenditures fully funded and less than $60 million of debt maturing in 2010, Navios is well capitalized and positioned to take advantage of opportunities that may develop.”

2009 HIGHLIGHTS — RECENT DEVELOPMENTS

2009 Fundraising Initiatives
Debt

      $400.0 million of 8.875% First Preferred Mortgage Notes due 2017

      $545.0 million new bank debt

	•		Long-term debt financing secured for the entire new building program
	•		Achieved favorable borrowing terms in difficult environment

Equity

      $221.1 million mandatorily convertible preferred stock (“MCPS”)

	•		Preferred stock issued for acquiring vessels having significant cash flow
	•		$87.0 million issued in 2009
	•		$134.1 million to be issued in 2010/2011
	•		357,142 common shares issued on converting preferred stock in December 2009 at $14.0 per share
	•		No common shares issued in the market during credit crisis
	•		Shareholders protected from undue dilution — 14% dilution scheduled over a ten-year period.

Liquidity

Navios Holdings received approximately $130.0 million from dropdown of vessels to Navios Maritime Partners L.P. (“Navios Partners”). These transactions allowed Navios Holdings to monetize certain tangible and intangible assets in “all cash” transactions while keeping a residual interest in the vessels through its ownership interest in Navios Partners.

Navios Holdings’ Core Fleet Highlights

Expected EBITDA figures assume 360 revenue days and $5,000/$4,500 operating expenses per day for Capesize/Ultra-Handymax, respectively.

2009 New Build Vessel Deliveries

During 2009 Navios Holdings took delivery of eight Capesize and two Ultra-Handymax vessels as follows:

Vessel		Type / DWT		Delivery Date		Daily Charter-out rate (net)				Charter Term
Navios Bonavis		Capesize /180,022		06/29/2009		$	47,400			5 years
Navios Happiness		Capesize / 180,022		07/23/2009		$	55,100			5 years
Navios Pollux		Capesize / 180,727		07/24/2009		$	42,250			10 years
Navios Aurora II		Capesize / 169,031		11/25/2009		$	41,325			10 years
Navios Lumen		Capesize / 180,661		12/10/2009		$	37,500 / $39,830 / $39,330			8 years
Navios Phoenix		Capesize / 180,242		12/21/2009		$	36,575			1 year
Navios Stellar		Capesize / 169,001		12/23/2009		$	35,874			7 years
Navios Antares		Capesize / 169,059		01/20/2010		$	38,000			5 years
Navios Vega		Ultra-Handymax/58,792		02/18/2009		$	12,350			2 years
Navios Celestial		Ultra-Handymax/58,063		09/18/2009		$	17,550			2 years

The Capesize vessels have an average charter out period of about 6.4 years and are expected to generate annual EBITDA of approximately $106.1 million. The two Ultra-Handymaxes have an average charter out term of two years and are expected to generate annual EBITDA of approximately $7.4 million.

2010 New Build Capesize Deliveries

As part of its new building program, Navios Holdings expects the delivery of seven Capesize vessels in 2010 and 2011 as follows.

Anticipated

Charter-out

Delivery

rate per day

Vessel

Date

DWT

(net)

Charter Term

Profit Share

Navios Fulvia

08/2010

180,000

$

50,588

5 years

N/A

Navios Melodia

07/2010

180,000

$

29,356

12 years

50/50 in excess of $37,500

Navios Buena Ventura

09/2010

180,000

$

29,356

10 years

50/50 in excess of $38,500

Navios Luz

10/2010

180,000

$

29,356

10 years

50/50 in excess of $38,500

Navios Etoile

10/2010

180,000

$

29,356

10 years

50/50 in excess of $38,500

Navios Bonheur

11/2010

180,000

$

29,356

12 years

50/50 in excess of $37,500

Navios TBN: Capesize

03/2011

180,000

$

27,431

12 years

N/A

The effective acquisition price, considering the use of MCPS was $423.1 million or $60.4 million per vessel, and the total acquisition price is completely funded. These vessels have been chartered to creditworthy parties for an average term of more than 10 years and are expected to generate annual EBITDA of $68.0 million, or $630.0 million during the term of the charters. These charters are insured by an AA+ rated EU governmental agency.

Sale of Navios Hyperion

On January 8, 2010, Navios Holdings sold the Navios Hyperion, a Panamax vessel to Navios Partners for $63.0 million in cash.

Delivery of Navios Antares

On January 20, 2010, the Navios Antares, a 169,059 dwt Capesize vessel, was delivered to Navios Holdings’ owned fleet from a South Korean Shipyard.

Agreement to Acquire New Capesize Vessel

In February 2010, Navios Holdings agreed to acquire a new build 180,000 dwt Capesize vessel for a nominal price of $55.5 million, payable $52.5 million in cash and $3.0 million in the form of mandatorily convertible preferred stock. The vessel is under construction with a South Korean Shipyard and scheduled for delivery in the first quarter of 2011. The vessel is subject to a 12-year charter to a quality counter party for $27,431 (net) daily rate. It is anticipated that this charter will generate annual EBITDA of $8.1 million and cumulative EBITDA of $92.6 million.

Liquidity

Net Debt to Total Capitalization was 52.6% on December 31, 2009. Navios Holdings’ total liquidity, including bank lines, at December 31, 2009 was approximately $382.1 million. Navios Holdings has no unfunded capital expenditures for either 2010 or 2011. In addition, its debt maturities are less than $65.0 million and $130.0 million in 2010 and 2011, respectively.

Time Charter Coverage

Navios Holdings has extended its long-term fleet employment by entering into agreements to charter-out vessels for periods ranging from one to 12 years. As of February 19, 2010, Navios Holdings had contracted 89.4%, 65.9%, 57.0% and 47.9% of its available days on a charter-out basis for 2010, 2011, 2012 and 2013, respectively, equivalent to $303.1 million, $300.3 million, $284.6 million and $246.8 million in revenue, respectively. The average contractual daily charter-out rate for the core fleet is $28,313, $32,913, $34,118 and $35,006 for 2010, 2011, 2012 and 2013, respectively. The average daily charter-in rate for the active long-term charter-in vessels for 2010 is $10,079.

The above figures do not include vessels servicing the Contracts of Affreightment (“COA”) and Logistics businesses.

Fleet Profile

Navios Holdings controls a fleet of 60 vessels totaling 6.6 million dwt, of which 33 are owned and 27 are chartered-in under long-term charters. Navios Holdings currently operates 43 vessels (14 Capesize, 12 Panamax, 16 Ultra Handymax and one Handysize product tanker vessel) totaling 4.3 million dwt and has 17 newbuildings to be delivered. These vessels are expected to be delivered at various dates through 2013. The average age of the operating fleet is 4.4 years.

Exhibit II displays the “Core Fleet” profile of Navios Holdings.

Navios South American Logistics Inc. (“Navios Logistics”) Highlights

In June 2009, Navios Logistics took delivery of Makenita H, a 17,000 dwt double hulled product oil tanker which was chartered out for three years which commenced on its delivery. In February 2010, Navios Logistics took delivery of Sara H, a 9,000 dwt double hulled product oil tanker, which is chartered out for three years commencing on delivery.

Navios Logistics’ dry port terminal in Uruguay recorded a record level of throughput for the fiscal year 2009 which amounted to 3,055,400 metric tons.

Navios Partners Highlights

On February 11, 2010, Navios Holdings received $4.6 million which represents the cash distribution for the fourth quarter of 2009 from Navios Partners. The total cash distribution received during the fiscal year 2009 was $18.1 million.

Financial Highlights

	•		Adjusted EBITDA increased by 99.4% to $51.3 million in the fourth quarter of 2009 from $25.7 million in the same period in 2008
	•		Adjusted EBITDA increased by 39.2% to $193.7 million in the year ended December 31, 2009 from $139.2 million in the same period in 2008
	•		Adjusted net income increased by 350.9% to $10.5 million in the fourth quarter of 2009 from $4.2 million loss in the same period in 2008.
	•		Stockholders’ Equity increased by 14.9% to $925.5 million at December 31, 2009 compared to $805.8 million at December 31, 2008

Dividend Policy

The Board of Directors declared a quarterly cash dividend for the fourth quarter of 2009 of $0.06 per share of common stock. This dividend is payable on April 8, 2010 to stockholders of record as of March 16, 2010. The declaration and payment of any further dividend remains subject to the discretion of the Board and will depend on, among other things, Navios Holdings’ cash requirements as measured by market opportunities and restrictions under its credit agreements.

Financial Results

For the following results and the selected financial data presented herein, Navios Holdings has compiled consolidated statements of income for the three and twelve month periods ended December 31, 2009 and 2008. The information was derived from the unaudited consolidated financial statements for the respective periods. EBITDA is a non-US GAAP financial measure and should not be used in isolation or substitution for Navios Holdings’ results.

Fourth Quarter 2009 Results (in thousands of U.S. dollars, unless otherwise stated, except per share data):

		Three Months				Three Months
		ended				ended
		December 31,				December 31,
		2009				2008
Revenue		$	148,730			$	214,175
EBITDA		$	55,284			$	24,350
Adjusted EBITDA(*)		$	51,289			$	25,721
Net income (loss)		$	12,486			$	(5,563	)
Adjusted net income (loss) (**)		$	10,517			$	(4,192	)
Basic EPS		$	0.12			$	(0.06	)
Adjusted Basic EPS (**)		$	0.11			$	(0.04	)

Revenue from vessel operations for the three months ended December 31, 2009 was $113.6 million as compared to $187.0 million for the same period during 2008. The decrease in revenue was mainly attributable to a) the decrease in Time Charter Equivalent (“TCE”) per day by 33.2% to $24,120 per day in the fourth quarter of 2009 from $36,088 per day in the same period of 2008 and b) the decrease in the available days for the fleet by 17.1% to 4,068 in the fourth quarter of 2009 from 4,910 days in the same period of 2008. The decrease in available days was mainly attributable to the significantly reduced short term fleet activity by 1,322 days, from 1,885 days in the fourth quarter of 2008 to 563 days in the fourth quarter of 2009. This decrease was mitigated by an increase in available days of the owned fleet by 484 days mainly due to the new Capesize deliveries in the fourth quarter of 2009 compared to the same period in 2008.

Revenue from the logistics business was $35.1 million for the three months ended December 31, 2009 as compared to $27.2 million during the same period of 2008. This increase was mainly due to the increased fleet of Navios Logistics and the increased operations of its liquid port compared to the same period of 2008.

EBITDA for the three months of 2009 increased by $30.9 million to $55.3 million compared to $24.4 million for the fourth quarter of 2008. The $30.9 million increase in EBITDA was primarily due to a decrease in time charter, voyage and logistic business expenses by $84.9 million from $168.7 million in the fourth quarter of 2008 to $83.8 million in the same period in 2009, a decrease in losses from derivatives by $3.1 million from $5.5 million loss for the fourth quarter of 2008 to $2.4 million loss for the same period in 2009, an increase in equity in net earnings from affiliated companies by $4.1 million, an increase in gain on sale of assets by $3.9 million, a decrease in net other expenses by $1.2 million. This overall variance of $97.2 million was mitigated by a decrease in revenue by $65.4 million from $214.2 million in the fourth quarter of 2008 to $148.7 million for the same period in 2009, an increase in direct vessel expenses (excluding the amortization of deferred

dry dock and special survey costs) by $0.6 million from $7.1 million in the fourth quarter of 2008 to $7.7 million for the same period in 2009, and a decrease in noncontrolling interests by $0.3 million.

EBITDA of Navios Logistics was $3.8 million for the three months ended December 31, 2009 as compared to $3.2 million during the same period in 2008.

Net income for the three months ended December 31, 2009 was $12.5 million as compared to $5.6 million loss for the comparable period of 2008. The increase of net income by $18.1 million was mainly due to the increase by $30.9 million of EBITDA discussed above, and $1.0 million decrease in income tax. These were mitigated by an increase of depreciation and amortization by $7.0 million, the increase in net interest expense by $6.5 million, the increase in amortization for drydock and special survey costs by $0.2 million, and a $0.1 million increase in share-based compensation.

Year ended December 31, 2009 Results (in thousands of U.S. dollars, unless otherwise stated, except per share data):

		Year ended				Year ended
		December 31,				December 31,
		2009				2008
Revenue		$	598,676			$	1,246,062
EBITDA		$	206,801			$	165,478
Adjusted EBITDA (*)		$	193,712			$	139,161
Net Income		$	67,934			$	118,527
Adjusted Net Income (**)		$	56,871			$	34,961
Basic EPS		$	0.68			$	1.14
Adjusted Basic EPS(**)		$	0.57			$	0.34

Revenue from vessel operations for the year ended December 31, 2009 was $459.8 million as compared to $1,138.3 million for the same period during 2008. The decrease in revenue was mainly attributable to a) the decrease in TCE per day by 43.3% to $25,821 per day in 2009 from $45,566 per day in the same period of 2008 and b) the decrease in the available days for the fleet by 31.7% to 15,588 in 2009 from 22,817 days in the same period of 2008. The decrease in available days was mainly attributable to the significantly reduced short term fleet activity by 8,478 days, from 11,100 days in 2008 to 2,622 days in 2009. This decrease was partially mitigated by an increase in available days of the owned fleet by 1,181 days mainly due to the new Capesize deliveries in 2009 compared to the same period in 2008.

Revenue from the logistics business was $138.9 million in 2009 as compared to $107.8 million during the same period of 2008. This increase was mainly due to the increased fleet of Navios Logistics (which commenced operations in the fourth quarter of 2008) compared to the same period of 2008.

EBITDA for the year ended December 31, 2009 increased by $41.3 million to $206.8 million compared to $165.5 million for the same period in 2008. The $41.3 million increase in EBITDA was primarily due to a decrease in time charter, voyage and logistic business expenses by $712.4 million from $1,066.2 million in 2008 to $353.8 million in the same period in 2009, an increase in equity in net earnings from affiliated companies by $11.8 million from $17.4 million in 2008 to $29.2 million for the same period of 2009. This overall favorable variance of $724.2 million was mitigated mainly by a decrease in revenue by $647.4 million from $1,246.1 million in 2008 to $598.7 million for the same period in 2009, an increase in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) by $4.3 million from

$24.7 million in 2008 to $29.0 million for the same period in 2009, an increase in general and administrative expenses by $4.4 million from $37.3 million in 2008 to $41.7 million for the same period in 2009 (excluding $2.2 million and $2.7 million share-based compensation for 2009 and 2008, respectively), a decrease in gain from derivatives by $7.7 million from $8.1 million in 2008 to $0.4 million for the same period in 2009, an increase in net other expenses by $10.8 million, an increase in income attributable to noncontrolling interests by $1.3 million, and a decrease in gains from sale of assets by $7.0 million.

EBITDA of Navios Logistics was $29.6 million for the year ended December 31, 2009 as compared to $27.0 million during the same period in 2008.

Net income for the year ended December 31, 2009 was $67.9 million as compared to $118.5 million for the comparable period of 2008. The decrease of net income by $50.6 million was mainly due to the increase in depreciation and amortization by $16.8 million, the increase in net interest expense by $20.6 million, the increase in drydock amortization by $0.5 million and the decrease in income taxes by $54.5 million mainly due to the write-off of deferred income taxes of $57.2 million in 2008. These were mitigated by the increase of $41.3 million in EBITDA discussed above, as well as the $0.5 million decrease in share-based compensation.

Fleet Summary Data:

The following table reflects certain key indicators indicative of the performance of the Navios Holdings and its fleet performance for the three and twelve month periods ended December 31, 2009 and 2008.

		Three Months Ended								Year Ended
		December 31,				December 31,				December 31,				December 31,
		2009				2008				2009				2008
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Available Days (1)			4,068				4,910				15,588				22,817
Operating Days (2)			4,001				4,894				15,479				22,745
Fleet Utilization (3)			98.4	%			99.7	%			99.3	%			99.7	%
Equivalent Vessels			44				53				43				62
Time Charter Equivalent (4)		$	24,120			$	36,088			$	25,821			$	45,566

Conference Call:

As already announced, today, Tuesday, February 23, 2010, at 8:30 am EST, members of senior management will host a conference call to provide highlights and commentary on the fourth quarter and year ended December 31, 2009.

A supplemental slide presentation will be available on the Navios Holdings website at http://www.navios.com under the “Investors” section at 6:00 am EST on the day of the call.

The conference call details are as follows:

Call Date/Time: Tuesday, February 23, 2010, at 8:30 am EST
Call Title: Navios Maritime Holdings Inc. Q4 and FY 2009 Financial Results Conference Call

      US Dial In: +1.888.694.4702
      International Dial In: +1.973.582.2741
      Conference ID: 5768 1328

The conference call replay will be available shortly after the live call and remain available for one business week at the following numbers:

      US Replay Dial In: +1.800.642.1687
      International Replay Dial In: +1.706.645.9291
      Conference ID: 5768 1328

This call will be simultaneously Webcast at the following Web address: http://www.videonewswire.com/event.asp?id=66402. The Webcast will be archived and available at this same Web address for one month following the call.

About Navios Maritime Holdings Inc.

Navios Maritime Holdings Inc. is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain.

Navios Holdings may, from time to time, be required to offer certain owned Capesize and Panamax vessels to Navios Maritime Partners L.P. for purchase at fair market value according to the terms of the Omnibus Agreement. For more information about Navios Holdings please visit its website: www.navios.com.

About Navios South American Logistics Inc.

Navios Logistics was formed in 2007 through the acquisition of control of the Horamar Group, established in 1975. Navios Logistics specializes in transporting and storing liquid and dry bulk cargoes in the Hidrovia region connecting Argentina, Bolivia, Brazil, Paraguay and Uruguay. Navios Logistics currently controls a fleet of 233 barges and vessels. It also owns and operates an upriver oil storage and transfer facility in Paraguay and the largest bulk transfer and storage port terminal in Uruguay.

About Navios Maritime Partners L.P.

Navios Maritime Partners L.P. (NYSE: NMM), a publicly traded master limited partnership formed by Navios Holdings is an owner and operator of dry bulk vessels. For more information, please visit its website: www.navios-mlp.com.

Forward Looking Statements — Safe Harbor

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and Navios Holdings’ growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “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 expected revenues and time charters. Although Navios Holdings 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 Holdings. 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 changes in the demand for dry bulk vessels, competitive factors in the market in which Navios Holdings operates; risks associated with operations outside the United States; and other factors listed from time to time in Navios Holdings’ filings with the Securities and Exchange Commission. Navios Holdings expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Holdings’ expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Contacts:

Public & Investor Relations
Navios Maritime Holdings Inc.
Investor Relations
+1.212.279.8820
investors@navios.com

EXHIBIT I

NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars)

		December 31,				December 31,
		2009				2008
		(unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	173,933			$	133,624
Restricted cash			107,158				17,858
Accounts receivable, net			78,504				109,780
Short-term derivative asset			38,382				214,156
Short-term backlog asset			—				44
Due from affiliate companies			1,973				1,677
Prepaid expenses and other current assets			27,730				28,270
Total current assets			427,680				505,409
Deposit for vessel acquisitions			344,515				404,096
Vessels, port terminal and other fixed assets, net			1,577,741				737,094
Long-term derivative assets			8,181				36,697
Other long-term assets			69,222				46,855
Investments in affiliates			13,042				5,605
Investments in available for sale securities			46,314				22,358
Intangible assets other than goodwill			300,571				347,878
Goodwill			147,916				147,632
Total non-current assets			2,507,502				1,748,215
Total assets		$	2,935,182			$	2,253,624
LIABILITIES AND EQUITY
Current liabilities
Accounts payable		$	61,990			$	72,520
Dividends payable			6,052				9,096
Accrued expenses			48,030				34,468
Deferred income			9,529				11,319
Short-term derivative liability			10,675				128,952
Current portion of long-term debt			59,804				15,177
Total current liabilities			196,080				271,532
Senior and ship mortgage notes, net of discount			693,049				298,344
Long-term debt, net of current portion			869,853				574,194
Unfavorable lease terms			59,203				76,684
Long-term liabilities and deferred income			33,470				47,827
Deferred tax liability			22,777				26,573
Long-term derivative liability			—				23,691
Total non-current liabilities			1,678,352				1,047,313
Total liabilities			1,874,432				1,318,845
Commitments and contingencies			—				—
Stockholders’ equity
Preferred stock — $0.0001 par value, authorized 1,000,000 shares, 8,201 and none issued and outstanding as of December 31, 2009 and December 31, 2008, respectively			—				—
Common stock — $0.0001 par value, authorized 250,000,000 shares, issued and outstanding, 100,874,199 and 100,488,784 as of December 31, 2009 and December 31, 2008, respectively			10				10
Additional paid-in capital			533,729				494,719

		December 31,				December 31,
		2009				2008
		(unaudited)
Accumulated other comprehensive income/(loss)			15,156				(22,578	)
Retained earnings			376,585				333,669
Total stockholders’ equity			925,480				805,820
Noncontrolling interest			135,270				128,959
Total equity			1,060,750				934,779
Total liabilities and equity		$	2,935,182			$	2,253,624

NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of U.S. dollars — except share and per share data)

		Three Month				Three Month
		Period ended				Period ended				Year ended				Year ended
		December 31, 2009				December 31, 2008				December 31, 2009				December 31, 2008
		(unaudited)				(unaudited)				(unaudited)
Revenue		$	148,730			$	214,175			$	598,676			$	1,246,062
Time charter, voyage and logistic business expenses			(83,801	)			(168,682	)			(353,838	)			(1,066,239	)
Direct vessel expenses			(8,375	)			(7,635	)			(31,454	)			(26,621	)
General and administrative expenses			(12,936	)			(12,811	)			(43,897	)			(40,001	)
Depreciation and amortization			(22,053	)			(14,979	)			(73,885	)			(57,062	)
Interest income/expense and finance cost, net			(19,042	)			(12,435	)			(61,919	)			(41,375	)
Gain (loss) on derivatives			(2,411	)			(5,543	)			375				8,092
Gain on sale of assets/partial sale of subsidiary			3,995				129				20,785				27,817
Other income/expense, net			(1,157	)			(2,402	)			(14,666	)			(3,967	)
Income (loss) before equity in net earnings of affiliate companies			2,950				(10,183	)			40,177				46,706
Equity in net earnings of affiliated companies			9,265				5,146				29,222				17,431
Income (loss) before taxes		$	12,215			$	(5,037	)		$	69,399			$	64,137
Income taxes			(462	)			(1,527	)			1,565				56,113
Net income (loss)			11,753				(6,564	)			70,964				120,250
Less: Net income (loss) attributable to the noncontrolling interest			733				1,001				(3,030	)			(1,723	)
Net income (loss) attributable to Navios Holdings common stockholders		$	12,486			$	(5,563	)		$	67,934			$	118,527
Basic net income (loss) per share attributable to Navios Holdings stockholders		$	0.12			$	(0.06	)		$	0.68			$	1.14
Weighted average number of shares, basic			99,950,703				100,683,770				99,920,716				104,343,083
Diluted net income (loss) per share attributable to Navios Holdings stockholders		$	0.11			$	(0.06	)		$	0.65			$	1.10
Weighted average number of shares, diluted			109,576,524				100,849,427				105,194,627				107,344,748

NAVIOS MARITIME HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)

		Year ended				Year ended
		December 31, 2009				December 31, 2008
		(unaudited)
OPERATING ACTIVITIES:
Net income		$	70,964			$	120,250
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash adjustments			62,112				(6,637	)
Decrease in operating assets			30,399				87,797
Increase/(Decrease) in operating liabilities			56,498				(226,145	)
Payments for dry dock and special survey costs			(3,522	)			(3,653	)
Net cash provided by (used in) operating activities			216,451				(28,388	)
INVESTING ACTIVITIES:
Acquisition of subsidiary, net of cash acquired			(369	)			(107,569	)
Deposits in escrow in connection with acquisition of subsidiary			—				(2,500	)
Acquisition of vessels			(512,760	)			(118,814	)
Deposits for vessel acquisitions			(238,810	)			(197,853	)
Receipts from finance lease			567				4,843
Proceeds from sale of assets			66,600				70,088
Restricted cash for investing activities			(90,878	)			—
Purchase of property and equipment			(26,888	)			(100,832	)
Net cash used in investing activities			(802,538	)			(452,637	)
FINANCING ACTIVITIES:
Proceeds from long term loan, net of deferred finance fees			603,173				312,517
Proceeds from ship mortgage notes			394,412				—
Repayment of long term debt and payment of principal			(333,952	)			(52,563	)
Dividends paid			(27,583	)			(28,588	)
Acquisition of treasury stock			(717	)			(51,033	)
Increase in restricted cash			(9,500	)			—
Contributions from noncontrolling shareholders			563				—
Issuance of common stock			—				6,749
Net cash provided by financing activities			626,396				187,082
Increase/(decrease) in cash and cash equivalents			40,309				(293,943	)
Cash and cash equivalents, beginning of period			133,624				427,567
Cash and cash equivalents, end of period		$	173,933			$	133,624
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest		$	58,224			$	48,570
Cash paid for income taxes		$	2,238			$	2,553

Disclosure of Non-GAAP Financial Measures

EBITDA represents net income plus interest and finance costs plus depreciation and amortization and income taxes, if any, unless otherwise stated. EBITDA is included because it is used by certain investors to measure a company’s financial performance. EBITDA is a “non-GAAP financial measure” and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity.

EBITDA is presented to provide additional information with respect to Navios Holdings’ ability to satisfy its obligations including debt service, capital expenditures, working capital requirements and payment of dividends. While EBITDA is frequently used as a measure of operating results and the ability to meet debt service requirements, the definition of EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation.

EBITDA Reconciliation to Cash from Operations

Three Months Ended		December 31,				December 31,
(in thousands of US Dollars)		2009				2008
Net cash provided by (used in) operating activities		$	71,459			$	(2,765	)
Net (decrease) increase in operating assets			(22,398	)			(21,881	)
Net (increase) decrease in operating liabilities			(21,949	)			43,805
Net interest cost			19,042				12,435
Deferred finance charges			(3,467	)			(592	)
Unrealized gain (loss) on FFA derivatives, warrants and interest rate swaps			7,828				(6,246	)
Provision for losses on accounts receivable			(862	)			(2,668	)
Earnings in affiliates and joint ventures, net of dividends received			663				534
Payments for drydock and special survey			240				598
Noncontrolling interest			733				1,001
Gain on sale of assets/partial sale of subsidiary			3,995				129
EBITDA		$	55,284			$	24,350

Year Ended		December 31,				December 31,
(in thousands of US Dollars)		2009				2008
Net cash provided by/(used in) operating activities		$	216,451			$	(28,388	)
Net (decrease) increase in operating assets			(30,399	)			(87,797	)
Net (increase) decrease in operating liabilities			(56,498	)			226,145
Net interest cost			61,919				41,375
Deferred finance charges			(6,682	)			(2,077	)
Provision for losses on accounts receivable			(2,237	)			(2,668	)
Unrealized gain (loss) on FFA derivatives, warrants and interest rate swaps			9,311				(15,376	)
Earnings in affiliates and joint ventures, net of dividends received			1,355				4,517
Payments for drydock and special survey			3,522				3,653
Gain on sale of assets/partial sale of subsidiary			20,785				27,817
Unrealized losses on available for sale securities			(13,778	)			—
Non-cash compensation received			6,082				—
Noncontrolling interest			(3,030	)			(1,723	)
EBITDA		$	206,801			$	165,478

EXHIBIT II

Owned Vessels

Vessel Name		Vessel Type				Year Built				Deadweight
										(in metric tons)
Navios Ionian		Ultra Handymax					2000				52,067
Navios Horizon		Ultra Handymax					2001				50,346
Navios Herakles		Ultra Handymax					2001				52,061
Navios Achilles		Ultra Handymax					2001				52,063
Navios Meridian		Ultra Handymax					2002				50,316
Navios Mercator		Ultra Handymax					2002				53,553
Navios Vector(1)		Ultra Handymax					2002				50,296
Navios Arc		Ultra Handymax					2003				53,514
Navios Hios		Ultra Handymax					2003				55,180
Navios Kypros		Ultra Handymax					2003				55,222
Navios Ulysses		Ultra Handymax					2007				55,728
Navios Vega		Ultra Handymax					2009				58,792
Navios Celestial		Ultra Handymax					2009				58,063
Navios Magellan		Panamax					2000				74,333
Navios Star		Panamax					2002				76,662
Navios Orbiter		Panamax					2004				76,602
Navios Asteriks		Panamax					2005				76,801
Navios Pollux		Capesize					2009				180,727
Navios Happiness		Capesize					2009				180,022
Navios Bonavis		Capesize					2009				180,022
Navios Aurora II		Capesize					2009				169,031
Navios Lumen		Capesize					2009				180,661
Navios Stellar		Capesize					2009				169,001
Navios Phoenix		Capesize					2009				180,242
Navios Antares		Capesize					2010				169,059
Vanessa		Product Handysize					2002				19,078

Owned Vessels to be delivered

Vessel Name

Vessel Type

Delivery Date

Deadweight

(in metric tons)

Navios Melodia

Capesize

7/2010

180,000

Navios Fulvia

Capesize

8/2010

180,000

Navios Buena Ventura

Capesize

9/2010

180,000

Navios Luz

Capesize

10/2010

180,000

Navios Etoile

Capesize

10/2010

180,000

Navios Bonheur

Capesize

11/2010

180,000

Navios TBN

Capesize

3/2011

180,000

Long term Chartered-in Fleet in Operation

Year

Purchase

Vessel Name

Vessel Type

Built

Deadweight

Option(2)

(in metric tons)

Navios Astra

Ultra Handymax

2006

53,468

Yes

Navios Primavera

Ultra Handymax

2007

53,464

Yes

Navios Armonia

Ultra Handymax

2008

55,100

No

Navios Cielo

Panamax

2003

75,834

No

Navios Orion

Panamax

2005

76,602

No

Navios Titan

Panamax

2005

82,936

No

Navios Altair

Panamax

2006

83,001

No

Navios Esperanza

Panamax

2007

75,200

No

Torm Antwerp

Panamax

2008

75,250

No

Belisland

Panamax

2003

76,602

No

Golden Heiwa

Panamax

2007

76,662

No

Year

Purchase

Vessel Name

Vessel Type

Built

Deadweight

Option(2)

(in metric tons)

SA Fortius

Capesize

2001

171,595

No

C. Utopia

Capesize

2007

174,000

No

Beaufiks

Capesize

2004

180,181

Yes

Rubena N

Capesize

2006

203,233

No

SC Lotta

Capesize

2009

170,500

No

Phoenix Beauty

Capesize

2010

169,150

No

Long term Chartered-in Fleet to be Delivered

Purchase

Vessel Name

Vessel Type

Delivery Date

Deadweight

Option(2)

(in metric tons)

Kleimar TBN

Capesize

04/2010

176,800

No

Navios TBN

Handysize

02/2011

35,000

Yes

(3)

Navios TBN

Handysize

04/2011

35,000

Yes

(3)

Navios TBN

Panamax

09/2011

80,000

Yes

Navios TBN

Capesize

09/2011

180,200

Yes

Navios TBN

Ultra Handymax

03/2012

61,000

Yes

Kleimar TBN

Capesize

07/2012

180,000

Yes

Navios TBN

Panamax

01/2013

82,100

Yes

Navios TBN

Capesize

06/2013

180,000

Yes

Navios TBN

Ultra Handymax

08/2013

61,000

Yes