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Mail Stop 3561
December 22, 2005
Via Fax and U.S. Mail
Angeliki Frangou
Chief Executive Officer
Navios Maritime Holdings, Inc
67 Notara Street
Pireaus, Greece 185 35
Re: Navios Maritime Holdings, Inc.
Registration Statement on Form F-1, Amendment No. 1
File no. 333-129382
Filed November 2, 2005
Dear Ms. Frangou:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filings. We look forward to
working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Form F-1
Description of Securities, page 89
1. Your response to our prior comment 29 indicates that exhibit
10.8
was filed as an exhibit. Please file this exhibit in Edgar with
your
next amendment.
Summary Consolidated Financial Data, page 4
Selected Consolidated Financial Data, page 20
2. Revise to label the financial information presented for all
periods prior to the August 25, 2005 merger transaction as that of
the "predecessor" entity.
3. The basic and diluted earnings per share information presented
for
the predecessor entity appears to be in error as it is based on
the
accounting acquirer`s outstanding common shares. Please revise
the
predecessor entity`s earnings per share computations so that they
are
based on the predecessor entity`s outstanding shares rather than
the
accounting acquirers. Also, pro forma earnings per share
information, giving effect to the acquisition transaction, should
be
presented only for the latest fiscal year and subsequent interim
period presented. The "Income (loss) per common share for
successor,
pro forma for predecessor, and the "Book Value per common share"
information included in the "Other Financial Data" for all
historical
periods should also be similarly revised or deleted.
For the combined nine month period ended September 30, 2005
compared
to the nine months ended September 30, 2004, page 36
Depreciation and Amortization, page 38
Net Interest Expense, page 38
4. Revise to quantify the expected annual impact that the
increased
depreciation and amortization expense and increased interest
expense
resulting from the merger transaction will have on the Company`s
future results of operations.
Dividend Policy, page 49
5. Revise to disclose the aggregate dollar amount of the dividend
that the Company expects to declare in respect to the fourth
quarter
of 2005.
Unaudited Pro Forma Consolidated Statement of Operations
Nine months ended September 30, 2005, page 78
Year ended December 31, 2004, page 79
6. Please revise to reflect the pre and post-merger results of
operations of Navios in separate columns in the pro forma
statement
of operations. The amounts reflected in each column should be
labeled as those of the predecessor and successor entities and
should
agree to the amounts reflected in Navios` interim financial
statements included on page F-4.
7. Refer to footnote (e) - Based upon the disclosures provided in
footnote (e) we are unable to determine how the pro forma
adjustments
to depreciation and amortization expense for both the year ended
December 31, 2004 and the nine months ended September 30, 2004
were
calculated or determined. Please provide further explanation in
footnote (e) explaining how these adjustments were calculated or
determined. A chart showing the amount of the adjustment for each
period for each category of assets acquired should be included as
part of your revised disclosure.
8. Refer to footnote (f) - We are unable to determine how your pro
forma adjustments to interest expense for the year ended December
31,
2004 and the nine months ended September 30, 2005 were calculated
or
determined. Please revise to disclose both the amount of the
adjustment associated with the new debt obtained to fund the
merger
and the debt of Navios that was repaid. Also, disclose the
significant assumptions (i.e., interest rate and balance of debt)
used to calculate the adjustments associated with both the debt
obtained to fund the merger and the debt repaid.
9. Your pro forma basic and diluted earnings per share for the
nine
months September 30, 2005 appear to be in error based on the basic
and diluted weighted average number of shares disclosed on page
78.
It appears these amounts should be $.69 and $.56, respectively.
Please advise or revise as appropriate.
Other
10. Explain in notes to the pro forma financial information why
adjustments for the tax affects of the pro forma adjustments have
not
been provided.
Navios Maritime Holdings Inc. Interim Financial Statements
Consolidated Statements of Operations, page F-4
Note 10: Earnings per share, page F-19
11. The basic and diluted earnings per share presented for the
predecessor entity are incorrect as they are based on the
outstanding
shares of the accounting acquirer, ISE, rather than on the
predecessor entity`s outstanding common shares. Please revise the
earnings per share amounts presented for all periods prior to the
merger so that they are based on the outstanding common shares of
the
predecessor entity. The disclosures of earnings per share and
book
value per share information for the predecessor entity included in
your Summary and Selected Financial Data on pages 6 and 20 should
be
similarly revised.
Consolidated Statements of Cash Flow, page F-5
12. Please explain why the cash purchase price for Navios and the
related borrowings obtained to fund the merger are not reflected
as
cash flows from investing and financing activities respectively in
the consolidated statement of cash flows for the successor entity.
Also, please explain the nature of the line item described as
"cash
received in downstream merger" that is reflected as a financing
activity in the consolidated statement of cash flows for the
successor entity.
Consolidated Statements of Stockholders` Equity, page F-6
Note 10: Earnings per Share, page F-19
13. We note the following disclosure in the paragraph following
the
consolidated statements of stockholders` equity of Navios for the
nine months ended September 30, 2005 and in Note 10:
The downstream merger of ISE with and into Navios as described in
Note 2 resulted in Navios shares to reflect those issued by ISE.
Accordingly, the common stock issued and outstanding is 39,900,000
and is treated as a stock split for purposes of the disclosure and
EPS calculations.
Please explain your basis under generally accepted accounting
principles for reflecting ISE`s outstanding shares as a stock
split.
Please note that we do not understand why you believe it is
appropriate to reflect ISE`s outstanding shares as those of Navios
for periods prior to the merger transaction on August 25, 2005,
since
Navios was not owned or acquired by ISE until this time. Please
advise or revise as appropriate. We may have further comment upon
receipt of your response.
Note 2: Acquisition/Reincorporation, page F-7
14. We note that you have presented pro forma information in Note
2
on page F-10 giving effect to the acquisition of Navios and the
related financing transactions as if they had occurred at the
beginning of 2005. Please revise to also disclose pro forma
results
of operations for the comparable periods of the prior year giving
effect to these transactions as if they had occurred at the
beginning
of that period. See Rule 10-01(b)(4) of Regulation S-X and
paragraph
58b of SFAS No.141.
Navios Maritime Holdings Inc. December 31, 2004 Financial
Statements
Consolidated Statements of Operations, page F-24
15. Please revise to disclose the Company`s historical earnings
per
share for all periods presented.
Notes to the Consolidated Financial Statements, page F-27
Note 2: Summary of Significant Accounting Policies, page F-27
Revenue and Expense Recognition, page F-32
Revenue Recognition, page F-32
16. We note your response to our prior comment number 35. Please
revise Note 2 to include a statement indicating that the impact of
not recognizing voyage expenses as incurred was not material to
the
Company`s financial statements for any of the periods presented.
This disclosure should also be provided in the notes to the
Company`s
interim financial statements.
Note 16: Commitments and Contingencies, page F-51
17. Please revise Note 16 to your financial statements to disclose
the amount of your potential exposure to loss resulting from
pending
litigation and the amount of the related accruals that have been
established. If no estimate of the exposure to loss can be made,
please include a statement to that effect in the notes to your
financial statements. Refer to the requirements of paragraphs 9
and
10 of SFAS No.5.
International Shipping Enterprises Inc.
Balance Sheet, page F-56
18. Please revise to eliminate the paragraph preceding the balance
sheet presented on page F-56.
As appropriate, please amend your registration statement
in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
You may contact Heather Tress, Staff Accountant, at (202)
551-
3624, or me, at (202) 551-3813 if you have questions regarding
comments on the financial statements and related matters. Please
contact Lisa Beth Lentini at (202) 551-3334, Attorney-Advisor, or
H.
Christopher Owings, Assistant Director, at (202) 551-3725 with any
other questions.
Sincerely,
Linda Cvrkel
Branch Chief
Cc: Todd Mason
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Fax (212) 983-3115
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Angeliki Frangou
Navios Maritime Holdings, Inc.
December 22, 2005
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