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

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

 

 

     On November 17, 2011, Navios Maritime Holdings Inc. (“Navios Holdings”) issued a press release announcing the operational and financial results for the three and nine month periods ended September 30, 2011. The press release also announced the declaration of Navios Holdings’ quarterly dividend. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

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.

		NAVIOS MARITIME HOLDINGS INC.
		By:		/s/ Angeliki Frangou
				Angeliki Frangou
				Chief Executive Officer
				Date: November 21, 2011

EXHIBIT INDEX

Exhibit No.		Exhibit
99.1		Press Release, dated November 17, 2011.

Exhibit 99.1

Navios Maritime Holdings Inc.
Reports Financial Results for the Third Quarter
and Nine Months Ended September 30, 2011

	•		Dividend of $0.06 per share for Q3 2011
	•		7.2% increase in Q3 revenue to $173.8 million
	•		6.2% increase in Q3 EBITDA to $67.3 million

PIRAEUS, GREECE November 17, 2011 — Navios Maritime Holdings Inc. (“Navios Holdings”) (NYSE: NM), a global, vertically integrated seaborne shipping and logistics company, today reported financial results for the third quarter and nine months ended September 30, 2011.

Angeliki Frangou, Chairman and Chief Executive Officer of Navios stated “We had a solid third quarter, as revenue and EBITDA increased by 7% and 6%, respectively. Our accomplishments were especially notable given the difficult markets we endured during the past couple of years. Our results reflect the hard work of the Navios team in managing our relationships, counterparties and physical fleet. These efforts allowed us the stability to again declare a dividend of $0.06, representing a yield of about 6%.”

HIGHLIGHTS — RECENT DEVELOPMENTS

Navios Holdings

Time Charter Coverage

The Navios Avior — the newbuilding vessel that Navios Holdings has agreed to acquire in Q2 2011 — has been chartered out upon delivery at a net per day rate of $12,716 for two years. Including this fixture, Navios Holdings has long-term fleet employment for periods up to 11 years. As of November 17, 2011, Navios Holdings had chartered-out 99.7%, 68.4% and 41.5% of available days for 2011, 2012 and 2013, respectively, equivalent to $312.4 million, $244.7 million and $177.4 million in revenue, respectively. The average daily charter-out rate for the core fleet is $25,050, $25,586 and $30,023 for 2011, 2012 and 2013, respectively. The average daily charter-in rate for the active long-term charter-in vessels for 2011 is $10,601.

The above figures do not include the fleet of Navios South American Logistics Inc. (“Navios Logistics”) and vessels servicing Contracts of Affreightment (“COA”).

Vessel Acquisition

On October 31, 2011, Navios Holdings agreed to acquire a 82,000 dwt bulk carrier scheduled to be delivered in March 2012 from a South Korean shipyard. The purchase price for the new vessel is approximately $35.3 million, of which $5.1 million was paid in cash. The vessel is chartered-out for 2 years at a net rate of $12,825 per day.

Liquidity

Net Debt to Total Capitalization was 49.6% as at September 30, 2011. Navios Holdings’ total available liquidity, including credit lines, as of September 30, 2011 was approximately $264.1 million.

Navios Logistics

Construction of a new silo in the Dry Port

During the third quarter of 2011, Navios Logistics commenced the construction of a new silo at its dry port facility in Nueva Palmira, Uruguay. The silo is expected to be completed in March 2012.

Navios Maritime Partners L.P. (“Navios Partners”)

On November 11, 2011, Navios Holdings received $6.7 million representing the cash distribution from Navios Partners for the third quarter of 2011.

Fleet Profile

Navios Holdings controls a fleet of 56 vessels totalling 5.8 million dwt, of which 30 are owned and 26 are chartered-in under long-term charters. Navios Holdings currently operates 43 vessels (16 Capesize, ten Panamax, 16 Ultra-Handymax and one Handysize) totalling 4.5 million dwt. Additionally, Navios Holdings has agreed to acquire two newbuilding Panamax vessels expected to be delivered in March and April 2012, respectively, and has 11 newbuilding charter-in vessels expected to be delivered at various dates through 2013 (the “Core Fleet”). The current average age of the operating fleet is 5.0 years.

Exhibit II provides certain details of the “Core Fleet” of Navios Holdings. It does not include the fleet of Navios Logistics.

Dividend Policy

The Board of Directors declared a quarterly cash dividend for the third quarter of 2011 of $0.06 per share of common stock. The dividend is payable on January 4, 2012 to stockholders of record as of December 19, 2011. The declaration and payment of any further dividend remain subject to the discretion of the Board and will depend on, among other things, Navios Holdings’ cash requirements after taking into account market opportunities, restrictions under its credit agreements and other debt obligations and such other factors as the Board may deem advisable.

Financial Highlights

	•		Revenue increased by 7.2% to $173.8 million in the third quarter of 2011 from $162.1 million for the same period in 2010.
	•		EBITDA increased by 6.2% to $67.3 million in the third quarter of 2011 from $63.3 million for the same period in 2010.
	•		Net Debt to Total Capitalization was 49.6% as at September 30, 2011.

Third Quarter 2011 and 2010 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):

The quarterly 2011 and 2010 information presented below was derived from the unaudited condensed consolidated financial statements for the respective periods. EBITDA is non-U.S. GAAP financial measure, and should not be used in isolation or as substitution for Navios Holdings’ results.

From March 30, 2011, Navios Maritime Acquisition Corporation (“Navios Acquisition”) is no longer consolidated and is accounted for under the equity method of accounting. The table and the discussion below exclude the impact of Navios Acquisition and are presented to provide investors with a clearer picture of Navios Holdings on a going forward basis.

						(Excluding consolidation
						of Navios Acquisition)
		Three Months Ended				Three Months Ended
		September 30,				September 30,
		2011				2010
		(unaudited)				(unaudited)
Revenue		$	173,810			$	162,075
EBITDA		$	67,293			$	63,337
Net Income		$	16,290			$	18,656
Earnings Per Share		$	0.16			$	0.18

Navios Holdings’ total consolidated revenue for the three months ended September 30, 2011 increased by $11.7 million to $173.8 million as compared to $162.1 million for the same period during 2010.

Revenue from drybulk vessel operations for the three months ended September 30, 2011 was $105.0 million as compared to $106.8 million for the same period during 2010. The decrease in drybulk revenue was mainly attributable to (i) a decrease in short-term charter-in and long-term charter-in fleet available days by 181 days and 126 days, respectively, and (ii) a decrease in Time Charter Equivalents (“TCE”) per day by 7.0% to $22,884 per day in the third quarter of 2011 as compared to $24,598 per day in the same period of 2010. This decrease was partially offset by an increase in available days for owned vessels by 17.5% to 2,489 days in the third quarter of 2011 from 2,118 days in the same period of 2010.

Revenue from the logistics business was $68.8 million for the three months ended September 30, 2011 as compared to $55.3 million for the same period of 2010. This increase was mainly attributable to: (i) the new vessels, the San San H (formerly known as the Jiujiang) and the Stavroula, which commenced operations in October 2010 and March 2011, respectively; and (ii) an increase in volumes of iron ore transportation. This increase was partially offset by a decrease in volumes moved at the dry port terminal.

EBITDA of Navios Holdings for the three months ended September 30, 2011 increased by $4.0 million to $67.3 million as compared to $63.3 million for the same period of 2010. The $4.0 million increase in EBITDA was primarily due to: (i) an increase in revenue of $11.7 million to $173.8 million in the three months ended September 30, 2011 from $162.1 million in the same period of 2010; (ii) a decrease of $0.4 million in net other expense; and (iii) a decrease of $2.0 million in loss attributable to the noncontrolling interest. The overall variance of $14.1 million was partially offset by: (i) an increase in time charter, voyage and port terminal expenses of $3.8 million; (ii) an increase in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) of $4.2 million; (iii) an increase in general and administrative expenses of $0.4 million (excluding share-based compensation expenses); and (iv) a decrease in equity in earnings by $1.7 million.

EBITDA of Navios Logistics was $8.9 million for the three month period ended September 30, 2011 as compared to $8.4 million for the same period in 2010.

Following Navios Acquisition’s deconsolidation from March 30, 2011, Navios Acquisition did not have any effect to EBITDA for the three month period ended September 30, 2011. For the same period of 2010, Navios Acquisition’s effect to EBITDA was a loss of $0.5 million.

See Exhibit I under the heading “Disclosure of Non-GAAP Financial Measures” for a discussion of EBITDA and Adjusted EBITDA, as applicable, of Navios Holdings, on a consolidated basis, Navios Acquisition and Navios Logistics, and a reconciliation of such measure to the most comparable measure under U.S. GAAP.

Net income of Navios Holdings for the three months ended September 30, 2011 was $16.3 million as compared to $18.7 million for the same period of 2010. The decrease of net income by $2.4 million was mainly due to (i) an increase in interest income/expense and finance cost, net of $3.0 million; (ii) an increase in depreciation and amortization of $3.1 million; (iii) an increase of $0.4 million in amortization for drydock and special survey costs; and (iv) an increase of $0.4 million in share-based compensation expense. This increase was partially offset by (i) an increase in EBITDA of $4.0 million and (ii) a decrease in income taxes of $0.5 million.

Nine months ended September 30, 2011 and 2010 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):

The information for the nine month period ended September 30, 2011 and 2010 presented below was derived from the unaudited condensed consolidated financial statements for the respective periods. EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are non-U.S. GAAP financial measures, and should not be used in isolation or as substitution for Navios Holdings’ results.

From March 30, 2011, Navios Acquisition is no longer consolidated and is accounted for under the equity method of accounting. The table and the discussion below exclude the impact of Navios Acquisition and are presented to provide investors with a clearer picture of Navios Holdings on a going forward basis.

		(Excluding				(Excluding
		consolidation of				consolidation of
		Navios Acquisition)				Navios Acquisition)
		Nine Months Ended				Nine Months Ended
		September 30,				September 30,
		2011				2010
		(unaudited)				(unaudited)
Revenue		$	495,805			$	481,863
EBITDA		$	181,975			$	232,293
Adjusted EBITDA (*)		$	199,712			$	192,539
Net income		$	30,451			$	96,548
Adjusted Net Income (*)		$	48,188			$	56,694
Earnings Per Share		$	0.29			$	0.94
Adjusted Basic Earnings Per Share (*)		$	0.47			$	0.55

Navios Holdings’ total consolidated revenue for the nine months ended September 30, 2011 increased by $13.9 million to $495.8 million as compared to $481.9 million for the same period during 2010.

Revenue from drybulk vessel operations for the nine months ended September 30, 2011 was $327.9 million as compared to $338.7 million for the same period during 2010. The decrease in drybulk revenue was mainly attributable to (i) a decrease in short-term charter-in and long-term charter-in fleet available days by 386 days and 866 days, respectively, and (ii) a decrease in TCE per day by 6.2% to $23,727 per day during the nine month period ended September 30, 2011 as compared to $25,298 per day in the same period of 2010. This decrease was partially offset by an increase in available days for owned vessels by 20.8% to 7,649 days during the nine month period ended September 30, 2011 from 6,330 days in the same period of 2010.

Revenue from the logistics business was $167.9 million for the nine months ended September 30, 2011 as compared to $143.2 million for the same period of 2010. This increase was mainly attributable to: (i) the new vessels, the San San H (formerly known as Jiujiang) and the Stavroula, which commenced operations in October 2010 and March 2011, respectively; and (ii) an increase in the volumes of iron ore transportation. This increase was partially offset by a decrease in volumes in the dry port terminal.

EBITDA of Navios Holdings for the nine months ended September 30, 2011 decreased by $50.3 million to $182.0 million as compared to $232.3 million for the same period of 2010. EBITDA of Navios Holdings for the nine month period ended September 30, 2011 was adjusted for (i) a $21.2 million of expenses relating to the bond extinguishment in January 2011; (ii) a $35.3 million loss on change in control from the Navios Acquisition deconsolidation; and (iii) a $38.8 million gain on the sale of the Navios Luz and the Navios Orbiter to Navios Partners, and for the same period of 2010 was adjusted to exclude (i) a $17.7 million gain recognized as a result of the initial consolidation of Navios Acquisition as of May 28, 2010; (ii) a $26.1 million gain on the sale of the Navios Hyperion, the Navios Aurora II and the Navios Pollux to Navios Partners; and (iii) a $4.0 million write off of an unfavorable short term charter. As a result of these adjustments, the Adjusted EBITDA of Navios Holdings for the nine months ended September 30, 2011 increased by $7.2 million to $199.7 million as compared to $192.5 million for the same period of 2010. The $7.2 million increase in Adjusted EBITDA was primarily due to: (i) an increase in revenue of $13.9 million to $495.8 million in the first nine month period ended September 30, 2011 from $481.9 million in the same period of 2010; (ii) a decrease in time charter, voyage and port terminal expenses of $21.4 million; and (iii) a decrease of $1.3 million in loss attributable to the noncontrolling interest. The overall variance of $36.6 million was partially offset by: (i) an increase in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) of $16.6 million; (ii) an increase in general and administrative expenses of $1.8 million (excluding share-based compensation expenses); (iii) a $4.1 million increase in losses from derivatives; (iv) a decrease in equity in earnings by $5.4 million; and (v) an increase of $1.5 million in net other expense.

EBITDA of Navios Logistics was $29.0 million for the nine month period ended September 30, 2011 as compared to $22.8 million during the same period in 2010.

Navios Acquisition’s effect to Adjusted EBITDA for the nine month period ended September 30, 2011 was $14.9 million and for the same period of 2010 was $7.6 million, which excludes $8.0 million of transaction costs for the acquisition of seven very large crude carrier tankers.

See Exhibit I under the heading “Disclosure of Non-GAAP Financial Measures” for a discussion of EBITDA and Adjusted EBITDA of Navios Holdings, on a consolidated basis, Navios Acquisition and Navios Logistics, and a reconciliation of such measures to the most comparable measures under U.S. GAAP.

Net income of Navios Holdings for the nine months ended September 30, 2011 was $30.5 million as compared to $96.5 million for the same period of 2010. Net income of Navios Holdings for the nine months ended September 30, 2011 was adjusted to exclude (i) $21.2 million of expenses relating to the bond extinguishment in January 2011; (ii) a $35.3 million loss on change in control from the Navios Acquisition deconsolidation; and (iii) a $38.8 million gain on the sale of the Navios Luz and the Navios Orbiter to Navios Partners, and for the same period of 2010, was adjusted for (i) a $17.7 million gain recognized as a result of the initial consolidation of Navios Acquisition as of May 28, 2010; (ii) a $26.1 million gain on the sale of the Navios Hyperion, the Navios Aurora II and the Navios Pollux to Navios Partners and (iii) a $4.0 million write off of an unfavorable short term charter. As a result of these adjustments, the Adjusted Net Income of Navios Holdings for the nine months ended September 30, 2011 was $48.2 million as compared to $56.7 million for the same period of 2010. The decrease of Adjusted Net Income by $8.5 million was mainly due to (i) an increase in interest income/expense, net of $6.9 million; (ii) an increase in depreciation and amortization of $5.5 million; (iii) a decrease in income tax benefit of $0.5 million; (iv) an increase of $1.5 million in amortization for drydock and special survey costs; and (v) an increase of $1.3 million in share-based compensation expense. This decrease was partially offset by an increase in Adjusted EBITDA of $7.2 million.

Fleet Summary Data:

The following table reflects certain key indicators indicative of the performance of the Navios Holdings’ drybulk operations and its fleet performance for the three and nine month periods ended September 30, 2011 and 2010.

		Three Month				Three Month				Nine Month				Nine Month
		Period ended				Period ended				Period ended				Period ended
		September 30,				September 30,				September 30,				September 30,
		2011				2010				2011				2010
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Available Days (1)			4,096				4,032				12,207				12,140
Operating Days (2)			4,070				4,024				12,078				12,106
Fleet Utilization (3)			99.4	%			99.8	%			98.9	%			99.7	%
Equivalent Vessels (4)			45				44				45				44
TCE (5)		$	22,884			$	24,598			$	23,727			$	25,298

Conference Call:

As previously announced, Navios Holdings will host a conference call today, November 17, 2011, at 8:30 am ET, at which time Navios Holdings’ senior management will provide highlights and commentary on the financial results of the third quarter and nine months ended September 30, 2011.

A supplemental slide presentation will be available on the Navios Holdings website at www.navios.com under the “Investors” section at 7:45 am ET.

Conference Call details:
Call Date/Time: November 17, 2011, at 8:30 am ET
Call Title: Navios Holdings Q3 2011 Financial Results Conference Call
US Dial In: +1.877.480.3873
International Dial In: +1.404.665.9927
Conference ID: 1228 4871

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

US Replay Dial In: +1.855.859.2056
International Replay Dial In: +1.404.537.3406
Conference ID: 1228 4871

This call will be simultaneously Webcast. The Webcast will be available on the Navios Holdings website, www.navios.com, under the “Investors” section. The Webcast will be archived and available at the same Web address for two weeks following the call.

About Navios Maritime Holdings Inc.

Navios Maritime Holdings Inc. (NYSE: NM) 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.

For more information about Navios Holdings please visit our website: www.navios.com.

About Navios South American Logistics Inc.

Navios Logistics is one of the largest logistics companies in the Hidrovia region of South America, serving the storage and marine transportation needs of a diverse customer base of global petroleum, agricultural and mining companies. Through port terminal, river barge and coastal cabotage operations, the company is focused on providing its customers integrated transportation, storage and related services. For more information about Navios Logistics please visit its website: www.navios-logistics.com.

About Navios Maritime Partners L.P.

Navios Partners (NYSE: NMM) is a publicly traded master limited partnership which owns and operates dry cargo vessels. For more information, please visit its website: www.navios-mlp.com.

About Navios Maritime Acquisition Corporation

Navios Acquisition (NYSE: NNA) is an owner and operator of tanker vessels focusing in the transportation of petroleum products (clean and dirty) and bulk liquid chemicals. For more information about Navios Acquisition, please visit its website: www.navios-acquisition.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:

Investor Relations
Navios Maritime Holdings Inc.
+1.212.906.8643
investors@navios.com

EXHIBIT I

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

		September 30,
		2011				December 31,
		(unaudited)				2010
ASSETS
Current assets
Cash and cash equivalents		$	194,937				207,410
Restricted cash			17,557				34,790
Accounts receivable, net			108,353				70,388
Short-term derivative assets			1,316				1,420
Due from affiliated companies			40,060				2,603
Prepaid expenses and other current assets			48,202				33,354
Total current assets			410,425				349,965
Deposits for vessel acquisitions			27,308				377,524
Vessels, port terminal and other fixed assets, net			1,783,180				2,249,677
Long-term derivative assets			45				149
Restricted cash			—				18,787
Other long-term assets			67,426				60,132
Loan receivable from affiliated companies			36,000				—
Investments in affiliates			115,590				18,695
Investments in available for sale securities			74,506				99,078
Intangible assets other than goodwill			249,257				327,703
Goodwill			160,336				175,057
Total noncurrent assets			2,513,648				3,326,802
Total assets		$	2,924,073			$	3,676,767
LIABILITIES AND EQUITY
Current liabilities
Accounts payable		$	54,970			$	49,496
Dividends payable			6,101				7,214
Accrued expenses			86,781				62,417
Deferred income and cash received in advance			27,922				17,682
Short-term derivative liability			—				245
Current portion of capital lease obligations			31,330				1,252
Current portion of long-term debt			70,307				63,297
Total current liabilities			277,411				201,603
Senior and ship mortgage notes, net of discount			945,395				1,093,787
Long-term debt, net of current portion			432,273				918,826
Capital lease obligations, net of current portion			—				31,009
Unfavorable lease terms			46,400				56,875
Other long-term liabilities and deferred income			40,827				36,020
Deferred tax liability			19,920				21,104
Total noncurrent liabilities			1,484,815				2,157,621
Total liabilities			1,762,226				2,359,224
Commitments and contingencies							—
Stockholders’ equity
Preferred stock — $0.0001 par value, authorized 1,000,000 shares, 8,479 issued and outstanding as of September 30, 2011 and December 31, 2010, respectively.			—				—

		September 30,
		2011				December 31,
		(unaudited)				2010
Common stock — $0.0001 par value, authorized 250,000,000 shares, issued and outstanding 101,686,343 and 101,563,766 as of September 30, 2011 and December 31, 2010, respectively.			10				10
Additional paid-in capital			541,646				531,265
Accumulated other comprehensive (loss)/income			(1,909	)			32,624
Retained earnings			505,109				495,684
Total Navios Holdings’ stockholders’ equity			1,044,856				1,059,583
Noncontrolling interest			116,991				257,960
Total stockholders’equity			1,161,847				1,317,543
Total liabilities and stockholders’ equity		$	2,924,073			$	3,676,767

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

		Three Month				Three Month				Nine Month				Nine Month
		Period Ended				Period Ended				Period Ended				Period Ended
		September 30, 2011				September 30, 2010				September 30, 2011				September 30, 2010
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Revenue		$	173,810			$	170,177			$	520,935			$	489,991
Time charter, voyage and port terminal expenses			(73,162	)			(69,392	)			(197,124	)			(218,123	)
Direct vessel expenses			(28,236	)			(26,212	)			(90,481	)			(67,365	)
General and administrative expenses			(12,436	)			(20,005	)			(39,121	)			(43,549	)
Depreciation and amortization			(24,622	)			(23,864	)			(82,340	)			(71,171	)
Interest income/expense and finance cost, net			(24,272	)			(22,487	)			(78,842	)			(64,878	)
(Loss)/gain on derivatives			(3	)			(37	)			(85	)			4,005
Gain on sale of assets			35				—				38,822				26,134
(Loss)/gain on change in control			—				—				(35,325	)			17,742
Loss on bond extinguishment			—				—				(21,199	)			—
Other expense, net			(3,437	)			(3,799	)			(8,157	)			(10,603	)
Income before equity in net earnings of affiliated companies			7,677				4,381				7,083				62,183
Equity in net earnings of affiliated companies			7,956				9,661				22,702				29,417
Income before taxes		$	15,633			$	14,042			$	29,785			$	91,600
Income tax benefit/(expense)			317				(244	)			136				657
Net income			15,950				13,798				29,921				92,257
Less: Net income/(loss) attributable to the noncontrolling interest			340				842				(911	)			193
Preferred stock dividends of subsidiary			—				—				(27	)			—
Preferred stock dividends attributable to the noncontrolling interest			—				—				12				—
Net income attributable to Navios Holdings common stockholders		$	16,290			$	14,640			$	28,995			$	92,450
Basic net earnings per share attributable to Navios Holdings common stockholders		$	0.16			$	0.14			$	0.27			$	0.90
Weighted average number of shares, basic			100,963,351				100,559,330				100,922,197				100,485,842
Diluted net earnings per share attributable to Navios Holdings common stockholders		$	0.15			$	0.13			$	0.26			$	0.81
Weighted average number of shares, diluted			110,260,735				116,807,405				110,299,623				115,145,274

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

		Nine Month				Nine Month
		Period Ended				Period Ended
		September 30,				September 30,
		2011				2010
		(unaudited)				(unaudited)
OPERATING ACTIVITIES:
Net income		$	29,921			$	92,257
Adjustments to reconcile net income to net cash provided by operating activities:
Non cash adjustments			103,758				56,266
Increase in operating assets			(117,626	)			(13,619	)
Increase in operating liabilities			50,878				2,100
Payments for drydock and special survey costs			(8,886	)			(8,556	)
Net cash provided by operating activities			58,045				128,448
INVESTING ACTIVITIES:
Deconsolidation of Navios Acquisition			(72,425	)			—
Acquisition of subsidiary, net of cash assumed			—				(98,913	)
Decrease/(increase) in restricted cash for asset acquisitions			778				(46,871	)
Acquisition of General Partner units			(2,052	)			(3,566	)
Acquisition of vessels			(56,059	)			(121,087	)
Deposits for vessel acquisitions			(30,297	)			(349,987	)
Receipts from finance lease			—				181
Proceeds from sale of assets			120,000				322,082
Purchase of property and equipment			(67,231	)			(9,794	)
Net cash used in investing activities			(107,286	)			(307,955	)
FINANCING ACTIVITIES:
Proceeds from long-term loan, net of deferred finance fees			70,528				377,090
Repayment of long-term debt			(239,004	)			(212,683	)
Repayment of senior notes			(300,000	)			—
Proceeds from issuance of senior notes, net of deferred finance fees			534,188				—
Dividends paid			(20,710	)			(20,143	)
Issuance of common stock			415				415
Payments of obligations under capital leases			(931	)			—
Decrease/(increase) in restricted cash			920				(3,375	)
Proceeds from warrant exercise			—				(2,060	)
Acquisition of noncontrolling interest			(8,638	)			—
Dividends to noncontrolling shareholders			—				(470	)
Net cash provided by financing activities			36,768				138,774
Decrease in cash and cash equivalents			(12,473	)			(40,733	)
Cash and cash equivalents, beginning of period			207,410				173,933
Cash and cash equivalents, end of period		$	194,937			$	133,200
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest		$	52,441			$	54,144
Cash paid for income taxes		$	834			$	478
Non-cash investing and financing activities
For issuance of preferred stock in connection with the acquisition of vessels.		$	—			$	33,715
Equity in net earnings of affiliated companies.		$	22,702			$	29,417
Dividends declared but not paid.		$	6,101			$	—

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. Adjusted EBITDA represents EBITDA excluding certain items as described under “Financial Highlights”. EBITDA and Adjusted EBITDA are “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 the ability of Navios Holdings, Navios Acquisition and Navios Logistics 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.

The following tables provide a reconciliation of EBITDA, in the case of Navios Holdings on a consolidated basis, Navios Acquisition and Navios Logistics, and Adjusted EBITDA in the case of Navios Holdings on a consolidated basis (as defined in the notes to the tables):

Navios Holdings Reconciliation of EBITDA to Cash from Operations

		September 30,				September 30,
Three Months Ended		2011				2010
(in thousands of U.S. dollars)		(unaudited)				(unaudited)
Net cash (used in)/provided by operating activities		$	(15,107	)		$	73,519
Net increase/(decrease) in operating assets			76,843				(4,996	)
Net increase in operating liabilities			(18,736	)			(19,338	)
Net interest cost			24,272				22,486
Deferred finance charges			(1,100	)			(2,134	)
Provision for losses on accounts receivable			(122	)			(1,242	)
Unrealized loss on FFA derivatives, warrants and interest rate swaps and expenses related to bond extinguishment			(23	)			(4,549	)
Earnings in affiliates, net of dividends received			(3,005	)			2,090
Payments for drydock and special survey			3,896				1,827
Noncontrolling interest			340				842
Gain on sale of assets			35				—
Transaction Expenses			—				(5,619	)
EBITDA		$	67,293			$	62,886

Navios Acquisition Reconciliation of EBITDA and Adjusted EBITDA to Cash from Operations

		September 30,				September 30,
Three Months Ended		2011				2010
(in thousands of U.S. dollars)		(unaudited)				(unaudited)
Net cash provided by operating activities		$	—			$	49,408
Net decrease in operating assets			—				(41,059	)
Net increase in operating liabilities			—				(6,729	)
Net interest cost			—				1,188
Deferred finance charges			—				(136	)
Noncontrolling interest			—				2,496
Transaction expenses			—				(5,619	)
EBITDA			—				(451	)
Consultancy fees			—				2,400
Transaction expenses			—				5,619
Adjusted EBITDA		$	—			$	7,568

Navios Logistics EBITDA Reconciliation to Net Income

		September 30,				September 30,
Three Months Ended		2011				2010
(in thousands of U.S. dollars)		(unaudited)				(unaudited)
Net (loss)/income attributable to Navios Logistics shareholders		$	(1,527	)		$	1,457
Depreciation and amortization			5,531				5,530
Amortization of deferred drydock costs			182				114
Interest income/expense and finance cost, net			5,112				1,113
Income taxes			(389	)			168
EBITDA		$	8,909			$	8,382

Navios Holdings Reconciliation of EBITDA and Adjusted EBITDA to Cash from Operations

		September 30,				September 30,
Nine Months Ended		2011				2010
(in thousands of U.S. dollars)		(unaudited)				(unaudited)
Net cash provided by operating activities		$	58,045			$	128,448
Net increase in operating assets			117,626				13,619
Net increase in operating liabilities			(50,878	)			(2,100	)
Net interest cost			78,842				64,877
Deferred finance charges			(4,326	)			(5,244	)
Provision for losses on accounts receivable			(119	)			(6,680	)
Unrealized loss on FFA derivatives, warrants and interest rate swaps and expenses related to bond extinguishment			(5,327	)			(8,146	)
Earnings in affiliates, net of dividends received			(8,407	)			149
Payments for drydock and special survey			8,886				8,556
Noncontrolling interest			(911	)			193
Preferred stock dividends attributable to the noncontrolling interest			12				—
Preferred stock dividends of subsidiary			(27	)			—
(Loss)/gain on change in control			(35,325	)			17,742
Gain on sale of assets			38,822				26,134

		September 30,				September 30,
Nine Months Ended		2011				2010
(in thousands of U.S. dollars)		(unaudited)				(unaudited)
Transaction expenses			—				(5,619	)
EBITDA		$	196,913			$	231,929
Gain on sale of assets			(38,787	)			(26,134	)
Loss on bond extinguishment			21,199				—
Write-off due of unfavourable short term charter contract			—				4,022
Loss/(gain) on change in control			35,325				(17,742	)
Consultancy fees			—				2,400
Transaction expenses			—				5,619
Adjusted EBITDA		$	214,650			$	200,094

Navios Acquisition Reconciliation of EBITDA and Adjusted EBITDA to Cash from Operations

		September 30,				September 30,
Nine Months Ended		2011				2010
(in thousands of U.S. dollars)		(unaudited)				(unaudited)
Net cash provided by operating activities		$	18,749			$	52,031
Net decrease in operating assets			(4,117	)			(40,978	)
Net increase in operating liabilities			(6,613	)			(9,574	)
Net interest cost			8,349				1,254
Deferred finance charges			(318	)			(136	)
Earnings in affiliates, net of dividends received			(1,300	)			—
Noncontrolling interest			188				2,558
Transaction expenses			—				(5,619	)
EBITDA		$	14,938			$	(464	)
Consultancy fees			—				2,400
Transaction expenses			—				5,619
Adjusted EBITDA			14,938				7,555

Navios Logistics EBITDA Reconciliation to Net Income

		September 30,				September 30,
Nine Months Ended		2011				2010
(in thousands of U.S. dollars)		(unaudited)				(unaudited)
Net income attributable to Navios Logistics shareholders		$	983			$	3,325
Depreciation and amortization			16,609				16,872
Amortization of deferred drydock costs			443				283
Interest income/expense and finance cost, net			11,271				3,153
Income taxes			(356	)			(876	)
EBITDA		$	28,950			$	22,757

EXHIBIT II

Owned Vessels

						Year
Vessel Name		Vessel Type				Built				Deadweight
										(in metric
										tons)
Navios Ionian		Ultra Handymax					2000				52,067
Navios Vector		Ultra Handymax					2002				50,296
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 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 Astra		Ultra Handymax					2006				53,468
Navios Magellan		Panamax					2000				74,333
Navios Star		Panamax					2002				76,662
Navios Asteriks		Panamax					2005				76,801
Navios Bonavis		Capesize					2009				180,022
Navios Happiness		Capesize					2009				180,022
Navios Lumen		Capesize					2009				180,661
Navios Stellar		Capesize					2009				169,001
Navios Phoenix		Capesize					2009				180,242
Navios Antares		Capesize					2010				169,059
Navios Buena Ventura		Capesize					2010				179,259
Navios Etoile		Capesize					2010				179,234
Navios Bonheur		Capesize					2010				179,259
Navios Altamira		Capesize					2011				179,165
Navios Azimuth		Capesize					2011				179,169

Owned Vessels to be Delivered

Delivery

Vessel

Type

Date

DWT

Navios Centaurus

Panamax

03/2012

81,600

Navios Avior

Panamax

04/2012

81,600

Options to Acquire Vessels

Delivery

Vessels

Type

Date

DWT

Navios TBN

Panamax

H2/2013

82,000

Navios TBN

Panamax

H2/2013

82,000

Navios TBN

Panamax

H1/2014

82,000

Navios TBN

Panamax

H1/2014

82,000

Long term Chartered-in Fleet in Operation

Year

Deadweight (in

Purchase

Vessel Name

Vessel Type

Built

metric tons)

Option(1)

Navios Primavera

Ultra Handymax

2007

53,464

Yes

Navios Armonia

Ultra Handymax

2008

55,100

No

Navios Serenity

Handysize

2011

34,718

Yes

(2)

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

75,356

No

Navios Marco Polo

Panamax

2011

80,647

Yes

Torm Antwerp

Panamax

2008

75,250

Yes

Golden Heiwa

Panamax

2007

76,662

No

Beaufiks

Capesize

2004

180,310

Yes

Rubena N

Capesize

2006

203,233

No

SC Lotta

Capesize

2009

169,056

No

Phoenix Beauty

Capesize

2010

169,150

No

King Ore

Capesize

2010

176,800

No

Long-term Chartered-in Fleet to be Delivered

Deadweight

Delivery

Purchase

(in metric

Vessels

Vessel Type

Date

Option

tons)

Navios Lyra

Handysize

09/2012

Yes

(2)

34,718

Navios Koyo

Capesize

12/2011

Yes

181,000

Navios Obeliks

Capesize

07/2012

Yes

180,000

Navios TBN

Capesize

12/2013

Yes

180,000

Navios Oriana

Ultra Handymax

02/2012

Yes

61,000

Navios TBN

Ultra Handymax

05/2013

Yes

61,000

Navios TBN

Ultra Handymax

10/2013

Yes

61,000

Navios TBN

Panamax

01/2013

Yes

82,100

Navios TBN

Panamax

07/2013

Yes

(2)

80,500

Navios TBN

Panamax

09/2013

Yes

(2)

80,500

Navios TBN

Panamax

11/2013

Yes

(2)

80,500