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; 2008 Highlights

     On February 18, 2009, Navios issued a press release announcing the operational and financial results for the fourth quarter and year ended December 31, 2008. The press release also announced the declaration of Navios’ quarterly dividend, as well as provided an overview of the operational highlights that occurred during 2008. 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 18, 2009.

Navios Maritime Holdings Inc. Reports Financial Results for the
Fourth Quarter and Year Ended December 31, 2008

	•		Declares Quarterly Dividend of $0.06 per Share for Q4 2008
	•		Reports Adjusted EBITDA of $33.0 Million and $150.0 Million for the Quarter and Year Ended 2008
	•		Updates Charter-Out Coverage to 85.5% for 2009, 65.0% for 2010, 52.1% for 2011, 44.7% for 2012
	•		Solidifies Balance Sheet by Raising Debt Financing of $353.5 million
	•		Financing For All Newbuildings
	•		Maintains AA+ Insurance on Long-Term Charters and COAs

PIRAEUS, GREECE, February 18, 2009 — 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, 2008.

“2008 was a challenging year, virtually without precedent in terms of the magnitude and ferocity of deceleration in economic activity. The world is coming to grips with the economic fallout of the credit crises, and governments are focusing on providing catalysts for restarting the global economic engine. We reacted to the many challenges by reducing our capital commitments and shoring up our balance sheet. As a result, we can finance the acquisition of all new buildings from our balance sheet. In addition, our conservative management philosophy, which includes obtaining AA+ insurance on our long-term charters and COAs, allows us to continue returning capital to our stockholders through dividend and share buy back programs.” stated Angeliki Frangou Chairman and CEO of Navios Holdings.

Ms. Frangou continued, “We expect that 2009 will have economic and other challenges, but we continue to witness data that allows measured optimism for our industry.”

YEAR 2008 HIGHLIGHTS — RECENT DEVELOPMENTS

Financing:

Navios Holdings obtained $353.5 million in debt financing with favorable terms in difficult credit conditions. This demonstrates favorable positioning with lenders due to a conservative business posture.

Financing includes:

	•		10-year term financing for $120.0 million, secured at 60% of original vessel values and interest at Libor plus 190 bps to partially finance the acquisition of two Capesize newbuildings;
	•		3-year term convertible debt for $33.5 million with a coupon of 2% and a conversion price of $11.00 per share to partially finance the acquisition of Navios Vega; and
	•		2-year revolver for $200.0 million in total, with interest at Libor plus 275bps to be used for general corporate purposes.

Cancellation of 12 Unfixed Newbuildings:

In November 2008, Navios Holdings cancelled three Capesize vessels scheduled for delivery to Navios Holdings’ owned fleet in Q4 2009 and Q1 2010. These vessels had not been chartered-out. The cancellation result in capital expenditure savings of $265.0 million. Installments already paid to the shipyard were applied towards payments on three other Capesize vessels under construction with the same shipyard in South Korea. The cancellation fee was $1.5 million in total.

In October 2008, Navios Holdings cancelled six Kamsarmax vessels scheduled for delivery in 2010 and 2011 to its long-term charter-in fleet. In November 2008, Navios Holdings also cancelled three Handysize vessels scheduled for delivery to its long-term charter-in fleet in 2010 and 2011. These vessels had not been chartered out. The cancellation will result in annual savings of $61.0 million. There was no fee for these cancellations.

Liquidity:

Navios Holdings maintains a strong liquidity position with a cash balance (including restricted cash) of $151.5 million at December 31, 2008 and a net debt to book capitalization of 43.2 %. Of the $853.9 million of aggregate cost for all newbuildings, $344.7 million in equity has been paid to-date. $440.5 million of financing is in place and the remaining funding for the newbuildings would be $68.7 million, of which $65.0 million is expected to be financed by debt.

Dividend Policy:

On February 13, 2009, the Board of Directors declared a quarterly cash dividend with respect to the fourth quarter of 2008 of $0.06 per share of common stock. This dividend is payable on April 3, 2009, to stockholders of record as of March 16, 2009. The declaration and payment of any 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, debt obligations, restrictions by credit agreements and market conditions.

Share Repurchase Program:

In October 2008, Navios Holdings completed a $50.0 million share repurchase program of Navios Holdings’ common stock which was initially approved by the Board of Directors on February 14, 2008. A total of 6,959,290 shares were repurchased under this program.

In November 2008, the Board of Directors approved a share repurchase program of up to $25.0 million of Navios Holdings’ common stock pursuant to a program adopted under Rule 10b5-1 under the Securities Exchange Act. The program does not require any minimum purchase or any specific number or amount of shares and may be suspended or reinstated at any time in Navios Holdings’ discretion and without notice. As of December 31, 2008, 575,580 shares had been repurchased.

Warrant Exercises:

During the year ended December 31, 2008, Navios Holdings issued 1,351,368 shares of common stock following the exercise of warrants. The exercise of these warrants generated $6.8 million of cash proceeds. On December 9, 2008, 6,451,337 warrants expired in accordance with their terms. As of December 31, 2008, Navios Holdings had 100,515,305 shares of common stock outstanding.

Acquisition of Vessels:

On February 18, 2009, Navios Holdings took delivery of Navios Vega, a 2009 built, 58,792 dwt Ultra Handymax vessel. The total acquisition price of the vessel amounted to approximately $73.5 million. The vessel commenced a two-year time charter at a net daily rate of $12,350. The acquisition of the vessel was financed by the Navios Holdings’ existing cash and by issuing the $33.5 million convertible bond.

On October 12, 2008, Navios Holdings took delivery of Navios Ulysses, a 2007 built, 55,728 dwt Ultra Handymax vessel built in Japan. The total acquisition price of the vessel amounted to $79.1 million. The vessel commenced a five-year time charter at a net daily rate of $31,281.

Update on Navios Maritime Acquisition Corporation (Navios Acquisition):

The initial public offering of Navios Maritime Acquisition Corporation (“Navios Acquisition”) closed on July 1, 2008. The offering raised gross proceeds of $253.0 million. The units, common stock and warrants trade on the NYSE under the symbols NNA.U, NNA, and NNA WS, respectively. Navios Holdings has a 19% ownership position in Navios Acquisition. In addition, Navios Holdings has purchased 7.6 million warrants for $1.00 per warrant.

Update on Navios Maritime Partners L.P. (Navios Partners):

On July 1, 2008, Navios Holdings sold the Navios Aurora I, a 75,397 dwt Panamax vessel built in 2005, to Navios Maritime Partners L.P. (“Navios Partners”) for approximately $79.9 million, consisting of $35.0 million cash and 3,131,415 common units of Navios Partners. The number of the common units issued was calculated using the $14.3705 volume weighted average trading price for the 10 business days immediately prior to the closing date. Following the sale of Navios Aurora I, Navios Holdings owns a 51.6% equity interest in Navios Partners which includes a 2% general partner interest.

Following the sale of the Navios Aurora I, Navios Partners currently operates nine dry bulk carriers. Dividends received by Navios Holdings with respect to 2008 were $14.4 million.

Update on Navios South American Logistics:

Navios South American Logistics Inc. (“Navios Logistics”) completed its acquisition program of six push boats, 108 dry barges and three oilbarges. Navios Logistics also took delivery of Estefania H on July 25, 2008, a 12,000 dwt product tanker, built in 2008 which was employed as of August 2, 2008 in the Argentinean cabotage business. Navios Logistics’ EBITDA for 2008 was $27.0 million. This represents a $22.3 million increase over 2007, as the prior year only included the terminal operations.

Navios Logistics expects a new 80,000 metric ton silo to be fully operational by April 2009, in time for the new crop season. The construction of this silo was fully funded from Navios Logistics’ balance sheet.

Financial Results

Throughout this press release, “Adjusted EBITDA” for the fourth quarter and year ended December 31, 2008 is defined as EBITDA, excluding: (i) gain on sale of assets and subsidiary, (ii) unrealized losses from marked-to-market valuations of sponsor warrants acquired as part of the initial public offering of Navios Maritime Acquisition Corporation, (iii) swap losses, (iv) write off of doubtful receivables relating to FFA trading and (v) a cancellation fee of $1.5 million.

For the following results and the selected financial data presented herein, Navios Holdings has compiled consolidated statement of income for the three month periods ended December 31, 2008 and 2007 and consolidated statement of income for the years ended December 31, 2008 and 2007. The 2008 and 2007 information was derived from the unaudited condensed 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 2008 Results (in thousands of US Dollars):

		Three				Three
		Months				Months
		ended				ended
		December 31,				December 31,
		2008				2007
Revenue		$	213,295			$	308,530
EBITDA		$	24,350			$	214,756
Adjusted EBITDA (*)		$	32,953			$	47,245
Adjusted Net income (**)		$	3,040			$	29,005
Adjusted EPS (**)		$	0.03			$	0.26

Revenue from vessel operations for the three months ended December 31, 2008 was $186.0 million as compared to $306.6 million for the same period during 2007. The decrease in revenue is mainly attributable to the decrease in Time Charter Equivalent (“TCE”) per day and the decrease in the available days of the fleet in 2008 as compared to 2007. This decrease is mainly attributable to the decrease in short term fleet available days by 1,060 days and due to the sale of seven vessels to Navios Partners in November 2007. The achieved TCE rate per day, excluding FFAs, decreased 15.1% to $36,088 per day in the fourth quarter of 2008 from $42,447 per day in the same period of 2007. The available days for the fleet decreased by 19.4% to 4,910 in the fourth quarter of 2008 from 6,094 days in the same period of 2007.

Revenue from the logistics business was approximately $27.2 million for the three months ended December 31, 2008 as compared to $1.9 million during the same period of 2007. This is due to the acquisition of Horamar Group in January 2008.

EBITDA for the fourth quarter of 2008 and 2007 was $24.4 million and $214.8 million, respectively. Adjusted EBITDA for the fourth quarter of 2008 and 2007 was $33.0 million and $47.2 million, respectively. Adjusted EBITDA for the fourth quarter of 2008 reflects EBITDA adjusted for (i) $3.7 million of the unrealized losses on warrants acquired as part of the initial public offering of Navios Acquisition, (ii) $0.8 million of swap losses, (iii) $2.6 million of write off of doubtful accounts relating to FFA trading and (iv) a $1.5 million cancellation fee. Adjusted EBITDA for the fourth quarter of 2007 reflects EBITDA excluding a $167.5 million gain from sale of assets of Navios Holdings to Navios Partners. The decrease in Adjusted EBITDA of $14.2 million was primarily due to a decrease in revenue by $95.2 million from $308.5 million in the fourth quarter of 2007 to $213.3 million for the same period in 2008, a decrease in gain from FFA trading by $6.4 million from $6.1 million for the fourth quarter of 2007 to $0.3 million loss for the same period in 2008, an increase in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs) by $0.6 million from $6.5 million in the fourth quarter of 2007 to $7.1 million for the same period in 2008, an increase in general and administrative expenses by $2.3 million from $8.3 million in the fourth quarter of 2007 to $10.6 million for the same period in 2008 (excluding $0.5 million and $0.6 million share-based compensation for the fourth quarter of 2008 and 2007, respectively) and a net decrease of $0.7 million in all other categories. This overall unfavorable variance of $105.2 million was mitigated mainly by a decrease in time charter, voyage and logistic business expenses by $85.3 million from $253.0 million in the fourth quarter of 2007 to $167.8 million in the same period in 2008, an increase in equity in net earnings from affiliated companies by $4.7 million and a decrease in minority interest by $1.0 million.

EBITDA from the logistics business was $4.7 million for the three months ended December 31, 2008 as compared to $0.1 million during the same period in 2007. This is due to the acquisition of Horamar group in January 2008.

Net income for each of the fourth quarters ended December 31, 2008 and 2007 was adjusted by the same one-off items which affected the Adjusted EBITDA for the respective periods. Ignoring the effect of these one-off items, adjusted net income for the fourth quarter of 2008 and 2007 was $3.0 and $29.0 million, respectively. The decrease of adjusted net income by $26.0 million was mainly affected by a $14.2 million decrease in Adjusted EBITDA, a $5.4 million increase in depreciation and amortization expense mainly due to the purchase price allocation from the acquisition of Horamar, a $4.5 million decrease in interest income, a $1.1 million increase in income taxes and a $0.8 million increase in interest expense.

Year ended December 31, 2008 Results (in thousands of US Dollars):

		Year ended				Year ended
		December 31,				December 31,
		2008				2007
Revenue		$	1,246,062			$	758,420
EBITDA		$	165,477			$	349,875
Adjusted EBITDA (*)		$	150,017			$	182,364
Adjusted Net income (**)		$	45,817			$	103,490
Adjusted EPS (**)		$	0.44			$	1.04

Revenue from vessel operations for the year ended December 31, 2008 was $1,138.3 million as compared to $748.7 million for the same period during 2007. The increase in revenue is mainly attributable to the increase in TCE per day and the increase in the available days of the fleet in 2008 as compared to 2007. This increase is mainly attributable to the increase in short term fleet available days by 4,248 days which is mitigated by a decrease of 650 days of owned and long term fleet available days mainly due to the sale of vessels to Navios Partners. The achieved TCE rate per day, excluding FFAs, increased 47.7% from $30,843 per day for the year ended December 31, 2007 to $45,566 per day in the same period of 2008. The available days for the fleet increased by 18.7% to 22,817 days for the year ended December 31, 2008 from 19,219 days in the same period of 2007.

Revenue from the logistics business was approximately $107.8 million for the year ended December 31, 2008 as compared to $9.7 million during the same period of 2007. This is due to the acquisition of Horamar group in January 2008.

EBITDA for the year ended December 31, 2008 and 2007 was $165.5 million and $349.9 million, respectively. Adjusted EBITDA for the year ended December 31, 2008 and 2007 was $150.0 million and $182.4 million, respectively. Adjusted EBITDA reflects EBITDA adjusted for (i) $27.8 million gain on sale of assets and subsidiary, (ii) $5.3 million of the unrealized losses on warrants acquired as part of the initial public offering of Navios Acquisition, (iii) $2.9 million of swap losses, (iv) $2.6 million of write off of doubtful accounts relating to FFA trading and (v) a $1.5 million cancellation fee. Adjusted EBITDA for the year ended December 31, 2007 reflects EBITDA excluding a $167.5 million gain from sale of assets of Navios Holdings to Navios Partners. The decrease in Adjusted EBITDA of $32.4 million was primarily due to a decrease in gain from FFAS trading by $10.2 million from $26.4 million in the year ended December 31, 2007 to $16.2 million in the same period in 2008, an increase in time charter, voyage and logistic business expenses by $508.1 million from $558.1 million in the year ended December 31, 2007 to $1,066.2 million in the same period in 2008, an increase in general and administrative expenses by $15.3 million from $22.0 million in the year ended December 31, 2007 to $37.3 million for the same period in 2008 (excluding $2.7 million and $0.6 million share-based compensation for the year ended December 31, 2008 and 2007, respectively), a $1.3 million decrease in interest income from finance leases, a $1.7 million decrease due to minority interest and a $0.4 million increase in net other expenses. This overall unfavorable variance of $537.0 million was mitigated by a $487.6 million increase in revenue, a $15.5 million increase in equity in net earnings from affiliated companies and a $1.5 million decrease in direct vessel expenses (excluding the amortization of deferred dry dock and special survey costs).

EBITDA from the logistics business was $25.8 million for the year ended December 31, 2008 as compared to $4.7 million during the same period in 2007. This is due to the acquisition of Horamar group in January 2008.

Net income for each of the years ended December 31, 2008 and 2007 was adjusted by the same one-off items which affected the Adjusted EBITDA for the respective periods. In addition, net income for the year ended December 31, 2008 was affected by a $57.2 million write-off of deferred Belgian taxes. Ignoring the effect of these one-off items, adjusted net income for the year ended December 31, 2008 and 2007 was $45.8 million and $103.5 million, respectively. The decrease in adjusted net income by $57.7 million was mainly affected by a $32.4 million decrease in Adjusted EBITDA, a $25.2 million increase in depreciation and amortization expense mainly due to the purchase price allocation from the acquisition of Horamar, a $3.1 million decrease in interest income, a $0.2 million increase in amortization of deferred dry dock and special survey costs and a $2.1 million increase in share-based compensation expense. This unfavorable variance was mitigated by a $3.3 million decrease in income taxes and a $2.0 million decrease in interest expenses.

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 ten years. As of February 18, 2008, Navios Holdings has contracted 85.5%, 65.0%, 52.1% and 44.7% of its available days on a charter-out basis for 2009, 2010, 2011 and 2012, respectively, equivalent to $237.5 million, $269.8 million, $235.4 million and $207.6 million in revenue, respectively. The average contractual daily charter-out rate for the core fleet is $27,624, $33,894, $36,052 and $36,407 for 2009, 2010, 2011 and 2012, respectively. The average daily charter-in rate for the active long term charter-in vessels for 2009 is $9,953.

The above figures do not include vessels servicing the COA business.

Purchase Options:

Navios Holdings has options to acquire four of the 17 chartered-in vessels currently in operation within the next two years (two Ultra-Handymaxes, one Panamax and one Capesize) and eight of the 11 long-term chartered-in vessels on order (on two of the 12 purchase options Navios Holdings holds a 50% initial purchase option).

Fleet Summary Data:

The following table reflects certain key indicators indicative of the performance of the Navios Holdings and its fleet performance for the fourth quarter and year ended December 31, 2008 and 2007.

		Three Months Ended								Year Ended
		December 31,				December 31,				December 31,				December 31,
		2008				2007				2008				2007
Available Days (1)			4,910				6,094				22,817				19,219
Operating Days (2)			4,894				6,082				22,745				19,198
Fleet Utilization (3)			99.7	%			99.8	%			99.7	%			99.9	%
Time Charter Equivalent including FFAs (4)		$	35,995			$	43,444			$	46,278			$	32,216
Time Charter Equivalent excluding FFAs (4)		$	36,088			$	42,447			$	45,566			$	30,843

Fleet Profile:

Navios Holdings controls a fleet of 53 vessels totaling 5.1 million dwt, of which 25 are owned and 28 are chartered-in under long term charters. Navios Holdings currently operates 35 vessels totaling 2.7 million dwt and has 18 newbuildings to be delivered. These vessels are expected to be delivered at various dates through 2013. The average age of the operating fleet is 4.7 years.

Exhibit 2 displays the “Core Fleet” profile of Navios Holdings.

Conference Call:

As already announced, tomorrow, Thursday, February 19, 2009 at 8:00 am EDT, Navios Holdings’ members of senior management will host a conference call to provide highlights and commentary on the fourth quarter and year end 2008.

A supplemental slide presentation will be available on the Navios Holdings website at http://www.navios.com under the “Investors” section at 7:00 am EDT on the day of the call. The conference call details are as follows:

Call Date/Time: Thursday, February 19, 2009; 8:00 am EST
Call Title: Navios Maritime Holdings Inc. Q4 and Year End 2008 Financial Results Conference Call
US Dial In: +1.800.860.2442
International Dial In: +1.412.858.4600

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: +1.877.344.7529
International Replay Dial In: +1.412.317.0088
Replay Passcode: 425010#

This call will be simultaneously Webcast at the following Web address:
http://webcast.streamlogics.com/audience/index.asp?eventid=60386293 . 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 our 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 240 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 Maritime Holdings Inc (NYSE: NM) is an owner and operator of Capesize and Panamax vessels. For more information, please visit our 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 1

NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of US Dollars)

		December 31,				December 31,
		2008				2007
		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	133,624			$	427,567
Restricted cash			17,858				83,697
Accounts receivable, net			109,780				104,968
Short term derivative asset			214,156				184,038
Short term backlog asset			44				2,454
Due from affiliate companies			1,677				4,458
Prepaid expenses and other current assets			28,270				41,063
Total current assets			505,409				848,245
Deposit for vessels acquisitions			404,096				208,254
Vessels, port terminal and other fixed assets, net			737,094				425,591
Long term derivative assets			36,697				90
Deferred financing costs, net			13,449				13,017
Deferred dry dock and special survey costs, net			4,873				3,153
Investments in leased assets			18,998				58,756
Investments in affiliates			5,605				1,079
Investments in available for sale securities			22,358				—
Other long term assets			9,535				—
Long term backlog asset			33,716				44
Trade name			89,953				83,393
Port terminal operating rights			31,310				29,179
Favorable lease terms			192,899				229,393
Goodwill			145,282				70,810
Total non-current assets			1,745,865				1,122,759
Total assets		$	2,251,274			$	1,971,004
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	72,520			$	106,665
Accrued expenses			34,468				37,926
Deferred income			11,319				31,056
Short term derivative liability			128,952				256,961
Deferred tax liability			—				3,663
Current portion of long term debt			15,177				14,220
Total current liabilities			262,436				450,491
Senior notes, net of discount			298,344				298,149
Long term debt, net of current portion			574,194				301,680
Unfavorable lease terms			76,684				96,217
Long term liabilities and deferred income			47,827				638
Deferred tax liability			26,573				53,807
Long term derivative liability			23,691				818
Total non-current liabilities			1,047,313				751,309
Total liabilities			1,309,749				1,201,800
Minority interest			126,609				—
Commitments and contingencies			—				—
Stockholders’ equity
Preferred stock — $0.0001 par value, authorized 1,000,000 shares.
None issued			—				—
Common stock — $0.0001 par value, authorized 250,000,000 shares, issued and outstanding 100,515,305 and 106,412,429 as of December 31, 2008 and 2007, respectively			10				11
Additional paid-in capital			494,719				536,306
Accumulated other comprehensive loss			(22,578	)			(19,939	)
Retained earnings			342,765				252,826
Total stockholders’ equity			814,916				769,204
Total liabilities and stockholders’ equity		$	2,251,274			$	1,971,004

NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of US Dollars — except per share data)

		Year Ended				Year Ended
		December 31,				December 31,
		2008				2007
		(Unaudited)
Revenue		$	1,246,062			$	758,420
Gain (loss) on forward freight agreements			16,244				26,379
Time charter, voyage and logistic business expenses			(1,066,239	)			(558,080	)
Direct vessel expenses			(26,621	)			(27,892	)
General and administrative expenses			(40,001	)			(22,551	)
Depreciation and amortization			(57,062	)			(31,900	)
Provision for losses on accounts receivable			(2,668	)			—
Interest income from investments in finance lease			2,185				3,507
Interest income			7,753				10,819
Interest expense and finance cost, net			(49,128	)			(51,089	)
Gain on sale of assets/partial sale of subsidiary			27,817				167,511
Other income			948				445
Other expense			(12,584	)			(2,046	)
Income before equity in net earnings of affiliated companies and joint venture			46,706				273,523
Equity in net earnings of affiliated companies and joint venture			17,431				1,929
Income before taxes and minority interest		$	64,137			$	275,452
Income taxes			56,113				(4,451	)
Net income before minority interest		$	120,250			$	271,001
Minority interest			(1,723	)			—
Net income		$	118,527			$	271,001
Less:
Incremental fair value of securities offered to induce warrants exercise			—				(4,195	)
Income available to common shareholders		$	118,527			$	266,806
Earnings per share, basic		$	1.14			$	2.87
Weighted average number of shares, basic			104,345,619				92,820,943
Earnings per share, diluted		$	1.10			$	2.68
Weighted average number of shares, diluted			107,347,284				99,429,533

		Three Months Ended				Three Months Ended
		December 31,				December 31,
		2008				2007
		(Unaudited)				(Unaudited)
Revenue		$	213,295			$	308,530
Gain (loss) on forward freight agreements			(279	)			6,080
Time charter, voyage and logistic business expenses			(167,800	)			(253,042	)
Direct vessel expenses			(7,635	)			(6,920	)
General and administrative expenses			(11,073	)			(8,866	)
Depreciation and amortization			(14,979	)			(9,587	)
Provision for losses on accounts receivable			(2,668	)			—
Interest income from investments in finance lease			320				915
Interest income			653				5,089
Interest expense and finance cost, net			(13,088	)			(12,307	)
Gain on sale of assets/partial sale of subsidiary			129				167,511
Other income			625				96
Other expense			(7,681	)			(921	)
Income (loss) before equity in net earnings of affiliated companies and joint venture			(10,181	)			196,578
Equity in net earnings of affiliated companies and joint venture			5,144				411
Income (loss) before taxes and minority interest		$	(5,037	)		$	196,989
Income taxes			(1,527	)			(473	)
Net income before minority interest		$	(6,564	)		$	196,516
Minority interest			1,001				—
Net income (loss)		$	(5,563	)		$	196,516
Less:
Incremental fair value of securities offered to induce warrants exercise			—				—
Income (loss) available to common shareholders		$	(5,563	)		$	196,516
Earnings per share, basic		$	(0.06	)		$	1.88
Weighted average number of shares, basic			100,693,860				104,352,788
Earnings per share, diluted		$	(0.06	)		$	1.78
Weighted average number of shares, diluted			100,859,516				110,142,819

NAVIOS MARITIME HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of US Dollars)

		Year Ended				Year Ended
		December 31,				December 31,
		2008				2007
		(Unaudited)
OPERATING ACTIVITIES:
Net income		$	118,527			$	271,001
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			57,062				31,900
Amortization and write-off of deferred financing cost			2,077				1,856
Amortization of deferred dry dock costs			1,933				1,687
Provision for losses on accounts receivable			2,668				—
Unrealized (gain)/loss on FFA derivatives			8,220				(12,232	)
Unrealized loss on warrants			5,282				—
Unrealized loss on interest rate swaps			1,874				1,279
Share based compensation			2,694				566
Gains on sale of assets			(27,817	)			(167,511	)
Deferred taxes			(56,113	)			4,451
Earnings in affiliates and joint ventures, net of dividends received			(4,517	)			(1,251	)
Minority interest			1,723				—
Changes in operating assets and liabilities:
Decrease (increase) in restricted cash			65,839				(67,473	)
Decrease (increase) in accounts receivable			2,473				(76,016	)
Decrease (increase) in prepaid expenses and other current assets			16,704				(29,811	)
Decrease (increase) in due from affiliates			2,781				(4,455	)
(Decrease) increase in accounts payable			(42,154	)			59,946
(Decrease) increase in accrued expenses			(10,584	)			20,088
(Decrease) increase in deferred voyage revenue			(19,737	)			26,398
Decrease in long term liability			13,627				(341	)
(Decrease) increase in derivative accounts			(167,297	)			70,419
Payments for dry dock and special survey costs			(3,653	)			(2,426	)
Net cash (used in)/provided by operating activities			(28,388	)			128,075
INVESTING ACTIVITIES:
Acquisition of subsidiary, net of cash acquired			(107,569	)			(145,436	)
Deposits in escrow in connection with acquisition of subsidiary			(2,500	)			—
Proceeds from sale of assets			70,088				353,300
Receipts from finance lease			4,843				9,049
Deposits for vessel acquisitions			(197,853	)			(188,254	)
Acquisition of vessels			(118,814	)			(44,510	)
Purchase of property and equipment			(100,832	)			(600	)
Net cash used in investing activities			(452,637	)			(16,451	)
FINANCING ACTIVITIES:
Proceeds from long term loan			314,827				141,914
Repayment of long term debt and payment of principal			(52,563	)			(135,945	)
Debt issuance costs			(2,310	)			(3,228	)
Issuance of common stock			6,749				239,567
Dividends paid			(28,588	)			(26,023	)
Acquisition of treasury stock			(51,033	)			—
Net cash provided by financing activities			187,082				216,285
(Decrease) increase in cash and cash equivalents			(293,943	)			327,909
Cash and cash equivalents, beginning of year/ period			427,567				99,658
Cash and cash equivalents, end of year/period		$	133,624			$	427,567
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest		$	48,526			$	46,423
Cash paid for income taxes		$	2,553			$	—

Disclosure of Non-GAAP Financial Measures

EBITDA: EBITDA represents net income before interest, taxes, depreciation and amortization. Navios Holdings uses EBITDA because Navios Holdings believes that EBITDA is a basis upon which liquidity can be assessed and because Navios Holdings believes that EBITDA presents useful information to investors regarding Navios Holdings’ ability to service and/or incur indebtedness. Navios Holdings also uses EBITDA (i) by prospective and current lessors as well as potential lenders to evaluate potential transactions; and (iii) to evaluate and price potential acquisition candidates.

EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of Navios Holdings’ results as reported under US GAAP. Some of these limitations are: (i) EBITDA does not reflect changes in, or cash requirements for, working capital needs, and (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA does not reflect any cash requirements for such capital expenditures. Because of these limitations, EBITDA should not be considered as a principal indicator of Navios Holdings’ performance.

EBITDA Reconciliation to Cash from Operations

Three Months Ended		December 31,				December 31,
(in thousands of US Dollars)		2008				2007
Net cash provided by (used in) operating activities		$	(10,365	)		$	(44,935	)
Net increase in operating assets			(20,281	)			78,096
Net increase in operating liabilities			53,874				5,504
Net interest cost			10,950				7,218
Deferred finance charges			(592	)			(461	)
Provision for losses on accounts receivable			(2,550	)			(550	)
Unrealized gain (loss) on FFA derivatives, warrants and interest rate swaps			(6,246	)			1,658
Earnings in affiliates and joint ventures, net of dividends received			534				411
Payments for drydock and special survey			598				304
Minority interest			1,001				—
Gain on sale of assets/partial sale of subsidiary			(2,573	)			167,511
EBITDA		$	24,350			$	214,756

Year Ended		December 31,				December 31,
(in thousands of US Dollars)		2008				2007
Net cash provided by (used in) operating activities		$	(28,388	)		$	128,075
Net increase (decrease) in operating assets			(87,797	)			177,755
Net (increase) decrease in operating liabilities			226,144				(176,510	)
Net interest cost			41,375				40,270
Deferred finance charges			(2,077	)			(1,856	)
Provision for losses on accounts receivable			(2,668	)			—
Unrealized gain (loss) on FFA derivatives, warrants and interest rate swaps			(15,376	)			10,953
Earnings in affiliates and joint ventures, net of dividends received			4,517				1,251
Payments for drydock and special survey			3,653				2,426
Minority interest			(1,723	)			—
Gain on sale of assets/partial sale of subsidiary			27,817				167,511
EBITDA		$	165,477			$	349,875

EXHIBIT 2

CORE FLEET

Owned Vessels

						Year								Charter-out				Expiration
Vessel Name		Vessel Type				Built				Deadweight				Rate(1)				Date(2)
										(in metric tons)
Navios Ionian		Ultra Handymax					2000				52,068				22,219				02/24/2009
Navios Apollon		Ultra Handymax					2000				52,073				23,700				11/08/2012
Navios Horizon		Ultra Handymax					2001				50,346				36,100				08/24/2011
Navios Herakles		Ultra Handymax					2001				52,061				26,600				05/12/2009
Navios Achilles		Ultra Handymax					2001				52,063				38,009				12/25/2011
Navios Meridian		Ultra Handymax					2002				50,316				23,700				10/08/2012
Navios Mercator		Ultra Handymax					2002				53,553				31,350				02/12/2014
Navios Arc		Ultra Handymax					2003				53,514				27,693				05/25/2009
Navios Hios		Ultra Handymax					2003				55,180				9,500				05/02/2009
Navios Kypros		Ultra Handymax					2003				55,222				34,024				02/14/2011
Navios Ulysses		Ultra Handymax					2007				55,728				31,281				10/12/2013
Navios Vega(3)		Ultra Handymax					2009				58,792				12,350				02/18/2011
Navios Magellan		Panamax					2000				74,333				21,850				01/20/2010
Navios Star		Panamax					2002				76,662				21,375				01/21/2010
Navios Hyperion		Panamax					2004				75,707				26,268				03/01/2009
															37,050				04/01/2014
Navios Orbiter		Panamax					2004				76,602				37,147				04/01/2014
Navios Asteriks		Panamax					2005				76,801				—				—
Vanessa		Product Handysize					2002				19,078				—				—
		Tanker

Owned Vessels to be delivered

Delivery

Charter-out

Expiration

Vessel Name

Vessel Type

Date

Deadweight

Rate(1)

Date(2)

(in metric tons)

Navios Pollux

Capesize

06/2009

181,000

42,250

06/2019

Navios Happiness(4)

Capesize

07/2009

180,000

55,100

07/2014

Navios Lumen

Capesize

09/2009

181,000

44,850

09/2016

Navios TBN

Capesize

10/2009

172,000

41,325

10/2019

Navios TBN*

Capesize

11/2009

180,000

45,500

12/2014

Navios TBN

Capesize

12/2009

172,000

39,900

12/2019

Navios TBN

Capesize

11/2009

172,000

57,000

11/2014

Long-Term Chartered-in Fleet in Operation

Vessel Name

Vessel Type

Year Built

Deadweight

Purchase Option

Charter-out Rate(1)

Expiration Date(2)

(in metric tons)

Navios Vector(6)

Ultra Handymax

2002

50,296

No

9,738

10/17/2009

Navios Astra

Ultra Handymax

2006

53,468

Yes

34,200

08/11/2009

Vessel Name		Vessel Type				Year Built				Deadweight				Purchase Option				Charter-out Rate(1)				Expiration Date(2)
(in metric tons)
Navios Primavera		Ultra Handymax					2007				53,464			Yes					20,046				05/09/2010
Navios Cielo		Panamax					2003				75,834			No					14,773				06/12/2010
Navios Orion		Panamax					2005				76,602			No					49,400				12/15/2012
Navios Titan		Panamax					2005				82,936			No					27,100				11/24/2010
Navios Sagittarius		Panamax					2006				75,756			Yes					26,125				01/19/2018
Navios Altair		Panamax					2006				83,001			No					22,715				09/20/2009
Navios Esperanza		Panamax					2007				75,200			No					6,650				03/31/2009
																			14,438				02/01/2013
Torm Antwerp		Panamax					2008				75,250			No					—				—
Belisland		Panamax					2003				76,602			No					—				—
Golden Heiwa		Panamax					2007				76,662			No					—				—
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					—				—
Navios Armonia		Ultra Handymax					2008				55,100			No					23,700				06/07/2013

Long-Term Chartered-in Fleet to be Delivered

				Delivery						Purchase
Vessel Name		Vessel Type		Date		Deadweight				Option
						(in metric tons)
Phoenix Grace		Capesize		03/2009			170,500			No
Phoenix Beauty		Capesize		01/2010			170,500			No
Navios TBN		Handysize		03/2010			35,000			Yes(7)
Kleimar TBN		Capesize		04/2010			176,800			No
Navios TBN		Handysize		08/2010			35,000			Yes(7)
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		Kamsarmax		01/2013			82,100			Yes
Navios TBN		Ultra Handymax		08/2013			61,000			Yes