##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F
 Mark One)
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 Date of event requiring shell company report
 For the transition period from to
 Commission file number
 001-33311
 Navios Maritime Holdings Inc.
  Not Applicable
  Republic of Marshall Islands
  85 Akti Miaouli Street
Piraeus, Greece 185 38
  Kenneth
R. Koch, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Tel: (212) 935-3000,
Fax: (212) 983-3115, The Chrysler Center, 666 Third Avenue, New York, New York 10017
  
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $.0001 per share
    
    New York Stock Exchange LLC
 Securities registered or to be registered pursuant to Section 12(g) of the Act.
    
    NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
    
    None
   o þ
 o þ
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
 þ o o
 o o
 o þ




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##### 



TABLE OF CONTENTS
 FORWARD-LOOKING STATEMENTS
    
    
    1PART IItem 1. Identity of Directors, Senior Management and Advisers
    
    
    2Item 2. Offer Statistics and Expected Timetable
    
    
    2Item 3. Key Information
    
    
    2Item 4. Information on the Company
    
    
    20Item 4A. Unresolved Staff Comments
    
    
    49Item 5. Operating and Financial Review and Prospects
    
    
    49Item 6. Directors, Senior Management and Employees
    
    
    88Item 7. Major Shareholders and Related Party Transactions
    
    
    94Item 8. Financial Information
    
    
    96Item 9. The Offer and Listing
    
    
    97Item 10. Additional Information
    
    
    99Item 11. Quantitative and Qualitative Disclosures about Market Risk
    
    
    104Item 12. Description of Securities Other than Equity Securities
    
    
    106PART IIItem 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    107Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    107Item 15. Controls and Procedures
    
    
    107Item 16A. Audit Committee Financial Expert
    
    
    108Item 16B. Code of Ethics
    
    
    108Item 16C. Principal Accountant Fees and Services
    
    
    108Item 16D. Exemptions from the Listing Standards for Audit Committees
    
    
    109Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    109Item 16F. Changes in Registrants Certifying Accountant
    
    
    110Item 16G. Corporate Governance
    
    
    110PART IIIItem 17. Financial Statements
    
    
    110Item 18. Financial Statements
    
    
    110Item 19. Exhibits
    
    
    110EX-8.1EX-12.1EX-12.2EX-13.1EX-15.1




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##### Table of Contents



FORWARD-LOOKING STATEMENTS
 This Annual Report should be read in conjunction with the consolidated financial statements
and accompanying notes included in this report.
      1




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PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 A. Selected Financial Data
   2




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Successor
    
    
    Successor
    
    
    Successor
    
    
    Successor
    
    
    
    PredecessorYear
    
    
    Year
    
    
    Year
    
    
    August 26,
    
    
    
    January 1,Ended
    
    
    Ended
    
    
    Ended
    
    
    2005 to
    
    
    
    2005 to
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    
    August 25,
    
    
    December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    
    2005
    
    
    2004(Expressed in thousands of U.S. Dollars - except per share data)Statement of Income DataRevenue
    
    $
    1,246,062
    
    
    $
    758,420
    
    
    $
    205,375
    
    
    $
    76,298
    
    
    
    $
    158,630
    
    
    $
    279,184Gain (loss) on forward
freight agreements
    
    
    16,244
    
    
    
    26,379
    
    
    
    19,786
    
    
    
    (2,766
    )
    
    
    
    2,869
    
    
    
    57,746Time charter, voyage and
logistic business expenses
    
    
    (1,066,239
    )
    
    
    (557,573
    )
    
    
    (84,225
    )
    
    
    (39,119
    )
    
    
    
    (91,806
    )
    
    
    (179,732
    )Direct vessel expenses
    
    
    (26,621
    )
    
    
    (27,892
    )
    
    
    (19,863
    )
    
    
    (3,137
    )
    
    
    
    (5,650
    )
    
    
    (8,224
    )General and administrative
expenses
    
    
    (40,001
    )
    
    
    (23,058
    )
    
    
    (15,057
    )
    
    
    (4,582
    )
    
    
    
    (9,964
    )
    
    
    (12,722
    )Depreciation and
amortization
    
    
    (57,062
    )
    
    
    (31,900
    )
    
    
    (37,129
    )
    
    
    (13,504
    )
    
    
    
    (3,872
    )
    
    
    (5,925
    )Provision for losses on
accounts receivable
    
    
    (2,668
    )
    
    
    
    
    
    
    (6,242
    )
    
    
    (411
    )
    
    
    
    
    
    
    
    (294
    )Gain on sale of
assets/partial sale of
subsidiary
    
    
    27,817
    
    
    
    167,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61Interest income from
investments in finance
lease
    
    
    2,185
    
    
    
    3,507
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest income
    
    
    7,753
    
    
    
    10,819
    
    
    
    3,832
    
    
    
    1,163
    
    
    
    
    1,350
    
    
    
    789Interest expense and
finance cost, net
    
    
    (49,128
    )
    
    
    (51,089
    )
    
    
    (47,429
    )
    
    
    (11,892
    )
    
    
    
    (1,677
    )
    
    
    (3,450
    )Other income
    
    
    948
    
    
    
    445
    
    
    
    1,819
    
    
    
    52
    
    
    
    
    1,426
    
    
    
    374Other expense
    
    
    (12,584
    )
    
    
    (2,046
    )
    
    
    (472
    )
    
    
    (226
    )
    
    
    
    (757
    )
    
    
    (1,438
    )Income before equity in net
earnings of affiliated
companies and joint venture
    
    
    46,706
    
    
    
    273,523
    
    
    
    20,395
    
    
    
    1,876
    
    
    
    
    50,549
    
    
    
    126,369Equity in net earnings of
affiliated companies and
joint venture
    
    
    17,431
    
    
    
    1,929
    
    
    
    674
    
    
    
    285
    
    
    
    
    788
    
    
    
    763Income before taxes and
minority interest
    
    $
    64,137
    
    
    $
    275,452
    
    
    $
    21,069
    
    
    $
    2,161
    
    
    
    $
    51,337
    
    
    $
    127,132Income taxes
    
    
    56,113
    
    
    
    (4,451
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income before minority
interest
    
    $
    120,250
    
    
    $
    271,001
    
    
    $
    21,069
    
    
    $
    2,161
    
    
    
    $
    51,337
    
    
    $
    127,132Minority interest
    
    
    (1,723
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    118,527
    
    
    $
    271,001
    
    
    $
    21,069
    
    
    $
    2,161
    
    
    
    $
    51,337
    
    
    $
    127,132Less:Incremental fair value of
securities offered to
induce warrants exercise
    
    
    
    
    
    
    (4,195
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income available to common
shareholders
    
    $
    118,527
    
    
    $
    266,806
    
    
    $
    21,069
    
    
    $
    2,161
    
    
    
    $
    51,337
    
    
    $
    127,132Weighted average number of
shares, basic
    
    
    104,343,083
    
    
    
    92,820,943
    
    
    
    54,894,402
    
    
    
    40,189,356
    
    
    
    
    874,584
    
    
    
    909,205Basic earnings per share
    
    $
    1.14
    
    
    $
    2.87
    
    
    $
    0.38
    
    
    $
    0.05
    
    
    
    $
    58.70
    
    
    $
    139.83Weighted average number of
shares, diluted
    
    
    107,344,748
    
    
    
    99,429,533
    
    
    
    55,529,688
    
    
    
    45,238,554
    
    
    
    
    874,584
    
    
    
    909,205Diluted earnings per share
    
    $
    1.10
    
    
    $
    2.68
    
    
    $
    0.38
    
    
    $
    0.05
    
    
    
    $
    58.70
    
    
    $
    139.83Balance Sheet Data (at
period end)Current assets, including
cash
    
    $
    505,409
    
    
    $
    848,245
    
    
    $
    195,869
    
    
    $
    114,539
    
    
    
    
    
    
    
    $
    187,944Total assets
    
    
    2,253,624
    
    
    
    1,971,004
    
    
    
    944,783
    
    
    
    789,383
    
    
    
    
    
    
    
    
    333,292Current liabilities,
including current portion
of long term debt
    
    
    271,532
    
    
    
    450,491
    
    
    
    108,979
    
    
    
    133,604
    
    
    
    
    
    
    
    
    103,527Total long term debt,
including current portion
    
    
    887,715
    
    
    
    614,049
    
    
    
    568,062
    
    
    
    493,400
    
    
    
    
    
    
    
    
    50,506Stockholders equity
    
    
    805,820
    
    
    
    769,204
    
    
    
    274,216
    
    
    
    207,758
    
    
    
    
    
    
    
    
    174,791
 3




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Successor
    
    Successor
    
    Successor
    
    Successor
    
    
    PredecessorYear
    
    Year
    
    Year
    
    August 26,
    
    
    January 1,Ended
    
    Ended
    
    Ended
    
    2005 to
    
    
    2005 to
    
    Year EndedDecember 31,
    
    December 31,
    
    December 31,
    
    December 31,
    
    
    August 25,
    
    December 31,2008
    
    2007
    
    2006
    
    2005
    
    
    2005
    
    2004(Expressed in thousands of U.S. Dollars - except per share data)Other Financial DataNet cash (used in) provided by operating
activities
    
    $
    (28,388
    )
    
    $
    128,075
    
    
    $
    56,432
    
    
    $
    24,371
    
    
    
    $
    71,945
    
    
    $
    137,218Net cash used in investing activities
    
    
    (452,637
    )
    
    
    (16,451
    )
    
    
    (111,463
    )
    
    
    (119,447
    )
    
    
    
    (4,264
    )
    
    
    (4,967
    )Net cash provided by (used in) financing
activities
    
    
    187,082
    
    
    
    216,285
    
    
    
    116,952
    
    
    
    68,880
    
    
    
    
    (50,506
    )
    
    
    (111,943
    )Book value per common share
    
    
    8.02
    
    
    
    7.23
    
    
    
    4.42
    
    
    
    4.70
    
    
    
    
    5.67
    
    
    
    192.25Cash dividends per common share
    
    
    0.38
    
    
    
    0.24
    
    
    
    0.25
    
    
    
    
    
    
    
    
    
    
    
    
    43.99Cash paid for common stock dividend declared
    
    
    28,588
    
    
    
    26,023
    
    
    
    15,382
    
    
    
    
    
    
    
    
    
    
    
    
    40,000Adjusted EBITDA(1)
    
    $
    165,478
    
    
    $
    349,875
    
    
    $
    103,177
    
    
    $
    26,537
    
    
    
    $
    55,696
    
    
    $
    135,967
 
 (1)
    
    EBITDA represents net income before interest, taxes,
depreciation and amortization. Adjusted EBITDA in this document represents EBITDA before stock based compensation. Adjusted EBITDA does not represent and should not be considered in isolation
or as a substitute for analysis of the Companys results as reported under U.S. GAAP, and our calculation of Adjusted EBITDA may not be comparable to that reported by other companies. Adjusted EBITDA is included in this
document because it is a basis upon which the Company assesses its liquidity position and because the Company believes that it presents useful information to investors regarding a Companys ability to service and/or incur
indebtedness. The following table reconciles net cash from operating activities, as reflected in the consolidated statements of cash flows, to Adjusted EBITDA: Adjusted EBITDA Reconciliation to Cash from Operations
 Successor
    
    
    Successor
    
    
    Successor
    
    
    Successor
    
    
    
    PredecessorYear
    
    
    Year
    
    
    Year
    
    
    August 26,
    
    
    
    January 1,
    
    
    Year EndedEnded
    
    
    Ended
    
    
    Ended
    
    
    2005 to
    
    
    
    2005 to
    
    
    DecemberDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    
    August 25,
    
    
    31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    
    2005
    
    
    2004(Expressed in thousands of U.S. Dollars - except per share data)Net cash (used in) provided by operating activities
    
    $
    (28,388
    )
    
    $
    128,075
    
    
    $
    56,432
    
    
    $
    24,371
    
    
    
    $
    71,945
    
    
    $
    137,218Net (decrease) increase in operating assets
    
    
    (87,797
    )
    
    
    177,755
    
    
    
    33,065
    
    
    
    5,864
    
    
    
    
    (14,525
    )
    
    
    (7,195
    )Net decrease (increase) in operating liabilities
    
    
    226,145
    
    
    
    (176,510
    )
    
    
    (31,086
    )
    
    
    1,720
    
    
    
    
    21,407
    
    
    
    3,104Payments for drydock and special survey costs
    
    
    3,653
    
    
    
    2,426
    
    
    
    2,480
    
    
    
    1,710
    
    
    
    
    
    
    
    
    Net interest cost
    
    
    39,298
    
    
    
    38,414
    
    
    
    35,593
    
    
    
    9,476
    
    
    
    
    (98
    )
    
    
    1,888Provision for losses on accounts receivable
    
    
    (2,668
    )
    
    
    
    
    
    
    (6,024
    )
    
    
    (411
    )
    
    
    
    880
    
    
    
    573Gain on sale of assets
    
    
    27,817
    
    
    
    167,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61Unrealized (loss) gain on FFA derivatives, foreign
exchange contracts, fuel swaps and interest rate
swaps
    
    
    (15,376
    )
    
    
    10,953
    
    
    
    12,625
    
    
    
    (16,478
    )
    
    
    
    (23,728
    )
    
    
    254Earnings in affiliates, net of dividends received
    
    
    4,517
    
    
    
    1,251
    
    
    
    92
    
    
    
    (285
    )
    
    
    
    (185
    )
    
    
    64Minority interest
    
    
    (1,723
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adjusted EBITDA
    
    $
    165,478
    
    
    $
    349,875
    
    
    $
    103,177
    
    
    $
    26,537
    
    
    
    $
    55,696
    
    
    $
    135,967
 B. Capitalization and Indebtedness
  C. Reasons for the Offer and Use of Proceeds
  4




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D. Risk Factors
  Risks Associated with the Shipping Industry and Our Operations
 The cyclical nature of the international drybulk shipping industry may lead to decreases in charter
rates, which could adversely affect our results of operations and financial condition.
   
    
    global and regional economic conditions;
    
    developments in international trade;
    
    changes in seaborne and other transportation patterns, such as port congestion and canal closures;
    
    weather and crop yields;
    
    armed conflicts and terrorist activities;
    
    political developments; and
    
    embargoes and strikes.
  
    
    the number of vessels that are in or out of service;
    
    the scrapping rate of older vessels;
    
    port and canal traffic and congestion;
    
    the number of newbuilding deliveries; and
    
    vessel casualties.
 When
our time charters expire, we may not be able to successfully replace
them.
  
    
    environmental, health and safety record;
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
    
    compliance with regulatory industry standards;
    
    reputation for customer service, technical and operating expertise;
    
    shipping experience and quality of ship operations, including cost-effectiveness;
    
    quality, experience and technical capability of crews;
    
    the ability to finance vessels at competitive rates and overall financial stability;
    
    relationships with shipyards and the ability to obtain suitable berths;
    
    construction management experience, including the ability to procure on-time
delivery of new vessels according to customer specifications;
    
    willingness to accept operational risks pursuant to the charter, such as allowing
termination of the charter for force majeure events; and
    
    competitiveness of the bid in terms of overall price.
  The economic slowdown in the Asia Pacific region has markedly reduced demand for shipping services
and has decreased shipping rates, which could adversely affect our results of operations and
financial condition.
  We may employ vessels on the spot market and thus expose ourselves to risk of losses based on short
term decreases in shipping rates.
  6




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Trading and complementary hedging activities in freight, tonnage and Forward Freight Agreements
(FFAs) subject us to trading risks, and we may suffer trading losses which could adversely affect
our financial condition and results of operations.
   Unrealized
losses of available for sale securities may negatively affect our
results of operations in the future.
    7




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We are subject to certain credit risks with respect to our counterparties on contracts, and the
failure of such counterparties to meet their obligations could cause us to suffer losses on such
contracts and thereby decrease revenues.
    Disruptions in world financial markets and the resulting governmental action in the United States
and in other parts of the world could have a material adverse impact on our ability to obtain
financing required to expand our business through the acquisition of vessels or new businesses.
Furthermore, such a disruption would adversely affect our results of operations, financial
condition and cash flows, causing the market price of our common stock to decline.
    8




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We are subject to certain operating risks, including vessel breakdowns or accidents, that could
result in a loss of revenue from the affected vessels and which in turn could have an adverse
effect on our results of operations or financial condition.
  Although we have longstanding relationships with certain Japanese ship owners who provide us access
to very competitive contracts, we cannot assure you that we will always be able to maintain such
relationships or that such contracts will continue to be available in the future.
  Our Chairman and Chief Executive Officer holds approximately 23% of our common stock and will be
able to exert considerable influence over our actions; her failure to own a significant amount of
our common stock or to be our Chief Executive Officer would constitute a default under our secured
credit facilities.
  The loss of key members of our senior management team could disrupt the management of our business.
  Certain of our directors, officers, and principal stockholders are affiliated with entities engaged
in business activities similar to those conducted by us which may compete directly with us, causing
such persons to have conflicts of interest.
  9




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A failure to pass inspection by classification societies could result in one or more vessels being
unemployable unless and until they pass inspection, resulting in a loss of revenues from such
vessels for that period and a corresponding decrease in operating cash flows.
    Capital expenditures and other costs necessary to operate and maintain our vessels may increase due
to changes in governmental regulations, safety or other equipment standards.
  The risks and costs associated with vessels increase as the vessels age.
  We are subject to various laws, regulations and conventions, including environmental laws that
could require significant expenditures both to maintain compliance with such laws and to pay for
any uninsured environmental liabilities resulting from a spill or other environmental disaster.
  10




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We are subject to vessel security regulations and will incur costs to comply with recently adopted
regulations and may be subject to costs to comply with similar regulations which may be adopted in
the future in response to terrorism.
  
    
    on-board installation of automatic information systems, to enhance
vessel-to-vessel and vessel-to-shore communications;
    
    on-board installation of ship security alert systems;
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
    
    the development of vessel security plans; and
    
    compliance with flag state security certification requirements.
  The
operation of our ocean-going vessels and the Navios Logistics
fleet entails the possibility of marine disasters including damage
or destruction of the vessel due to accident, the loss of a vessel due to piracy or terrorism,
damage or destruction of cargo and similar events that may cause a loss of revenue from affected
vessels and could damage our business reputation, which may in turn lead to loss of business.
  
    
    damage or destruction of a vessel due to marine disaster such as a collision;
    
    the loss of a vessel due to piracy and terrorism;
    
    cargo and property losses or damage as a result of the foregoing or less
drastic causes such as human error, mechanical failure and bad weather;
    
    environmental accidents as a result of the foregoing; and
    
    business interruptions and delivery delays caused by mechanical failure,
human error, war, terrorism, political action in various countries, labor
strikes or adverse weather conditions.
  Acts of piracy on ocean-going vessels have increased recently in frequency and magnitude, which
could adversely affect our business.
  Accidents
or operational disruptions in connection with loading, discharging or
transiting the rivers in our Navios Logistics business could
adversely affect our operations and revenues.
  Any
drought or significant decline in production of soybeans or other
agricultural products in the Hidrovia region, or any significant
change affecting the navigability of certain rivers in the region,
would have an adverse effect on our Navios Logistics business.
   13




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As we expand our business, we may have difficulty managing our growth, which could increase
expenses.
  
    
    locating and acquiring suitable vessels;
    
    identifying and consummating acquisitions or joint ventures;
    
    integrating any acquired business successfully with our existing operations;
    
    enhancing our customer base;
    
    managing our expansion; and
    
    obtaining required financing.
  As we expand our business, we will need to improve our operations and financial systems, staff, and
crew; if we cannot improve these systems or recruit suitable employees, we may not effectively
control our operations.
  Vessels may suffer damage and we may face unexpected dry docking costs, which could affect our cash
flow and financial condition.
  The shipping industry has inherent operational risks that may not be adequately covered by our
insurance.
  14




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Because we obtain some of our insurance through protection and indemnity associations, we may also
be subject to calls, or premiums, in amounts based not only on our own claim records, but also on
the claim records of all other members of the protection and indemnity associations.
  Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in
other currencies, exchange rate fluctuations could cause us to suffer exchange rate losses, thereby
increasing expenses and reducing income.
  Our operations expose us to global political risks, such as wars and political instability that may
interfere with the operation of our vessels and thereby cause a decrease in revenues from such
vessels.
  15




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Maritime claimants could arrest our vessels, which could interrupt our cash flow.
   Risks Relating to Our Debt
 We have substantial debt which could adversely affect our financial health and our ability to
obtain financing in the future, react to changes in our business and make payments on the notes.
   
    
    our ability to obtain additional financing for working capital, capital expenditures, debt
service requirements, vessel or other acquisitions or general corporate purposes and our
ability to satisfy our obligations with respect to our debt may be impaired in the future;
    
    a substantial portion of our cash flow from operations must be dedicated to the payment of
principal and interest on our indebtedness, thereby reducing the funds available to us for
other purposes;
    
    we will be exposed to the risk of increased interest rates because our borrowings under our
senior secured credit facility will be at variable rates of interest;
    
    it may be more difficult for us to satisfy our obligations to our lenders, resulting in
possible defaults on and acceleration of such indebtedness;
    
    we may be more vulnerable to general adverse economic and industry conditions;
    
    we may be at a competitive disadvantage compared to our competitors with less debt or
comparable debt at more favorable interest rates and, as a result, we may not be better
positioned to withstand economic downturns;
    
    our ability to refinance indebtedness may be limited or the associated costs may increase; and
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
    
    our flexibility to adjust to changing market conditions and ability to
withstand competitive pressures could be limited, or we may be
prevented from carrying out capital expenditures that are necessary or
important to our growth strategy and efforts to improve operating
margins or our business.
 Despite our current indebtedness levels, we and our subsidiaries may be able to incur substantially
more debt, including secured debt. This could further exacerbate the risks associated with our
substantial indebtedness.
  The agreements and instruments governing our debt will contain restrictions and limitations that
could significantly impact our ability to operate our business.
  
    
    incur or guarantee additional indebtedness;
    
    create liens on our assets;
    
    make new investments;
    
    engage in mergers and acquisitions;
    
    pay dividends or redeem capital stock;
    
    make capital expenditures;
    
    engage in certain FFA trading activities;
    
    change the flag, class or commercial and technical management of our vessels;
    
    enter into long term charter arrangements without the consent of the lender; and
    
    sell any of our vessels.
  Our ability to generate the significant amount of cash needed to pay interest and principal and
otherwise service our debt and our ability to refinance all or a portion of our indebtedness or
obtain additional financing depend on multiple factors, many of which may be beyond our control.
   17




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We may be unable to raise funds necessary to finance the change of control repurchase offer
required by the indenture governing our outstanding notes and our secured credit facilities.
  An increase in interest rates would increase the cost of servicing our debt and could reduce our
profitability.
  The market values of our vessels, which have declined from historically high levels, may fluctuate
significantly, which could cause us to breach covenants in our credit facilities and result in the
foreclosure of our mortgaged vessels.
  
    
    number of newbuilding deliveries;
    
    changes in environmental and other regulations that may limit the useful life of vessels;
    
    changes in global dry bulk commodity supply;
    
    types and sizes of vessels;
    
    development of and increase in use of other modes of transportation;
    
    cost of vessel acquisitions;
    
    cost of newbuilding vessels;
    
    governmental or other regulations;
    
    prevailing level of charter rates; and
    
    general economic and market conditions affecting the shipping industry.
  We may require additional financing to acquire vessels or business or to exercise vessel purchase
options, and such financing may not be available.
  18




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We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed
body of corporate law.
  We, and certain of our officers and directors, may be difficult to serve with process as we are
incorporated in the Republic of the Marshall Islands and such persons may reside outside of the
United States.
  Being a foreign private issuer exempts us from certain Securities and Exchange Commission
requirements.
  
    
    the rules under the Exchange Act requiring the filing with the SEC of
quarterly reports on Form 10-Q or current reports on Form 8-K;
    
    the sections of the Exchange Act regulating the solicitation of
proxies, consents or authorizations in respect of a security
registered under the Exchange Act;
    
    the provisions of Regulation FD aimed at preventing issuers from
making selective disclosures of material information; and
    
    the sections of the Exchange Act requiring insiders to file public
reports of their stock ownership and trading activities and
establishing insider liability for profits realized from any
short-swing trading transaction (i.e., a purchase and sale, or
sale and purchase, of the issuers equity securities within less than
six months).
  We may earn United States source income that is subject to tax, thereby adversely affecting our
results of operations and cash flows.
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We may be taxed as a United States corporation.
  
 Item 4. Information on the Company
 A. History and Development of the Company
     20




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21




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B. Business overview
 Introduction
     22




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
    
    Operation of a high quality, modern fleet.Navios Holdings owns and
charters in a modern, high quality fleet, having an average age of
approximately 4.7 years that provides numerous operational advantages
including more efficient cargo operations, lower insurance and vessel
maintenance costs, higher levels of fleet productivity, and an
efficient operating cost structure.
    
    Pursue an appropriate balance between vessel ownership and a long term
chartered-in fleet.Navios Holdings controls, through a
combination of vessel ownership and long term time chartered vessels,
approximately 5.1 million dwt in dry bulk tonnage, making Navios
Holdings one of the largest independent dry bulk operators in the
world. Navios Holdings ability, through its longstanding
relationships with various shipyards and trading houses, to charter-in
vessels at favorable rates allows it to control additional shipping
capacity without the capital expenditures required by new vessel
acquisition. In addition, having purchase options on 12 of the 28 time
chartered vessels (including those to be delivered) permits Navios
Holdings to determine when is the most commercially opportune time to
own or charter-in vessels. Navios Holdings intends to monitor
developments in the sales and purchase market to maintain the
appropriate balance between owned and long term time chartered
vessels.
    
    Capitalize on Navios Holdings established reputation.Navios
Holdings believes its reputation and commercial relationships enable
it to obtain favorable long term time charters, enter into the freight
market and increase its short term tonnage capacity to complement the
capacity of its core fleet, as well as to obtain access to cargo
freight opportunities through COA arrangements not readily available
to other industry participants. This reputation has also enabled
Navios Holdings to obtain favorable vessel acquisition terms as
reflected in the purchase options contained in many of its long term
charters, which are superior to the prevailing purchase prices in the
open vessel sale and purchase market.
    
    Utilize industry expertise to take advantage of market volatility.
The dry bulk shipping market is cyclical and volatile. Navios Holdings
uses its experience in the industry, sensitivity to trends, and
knowledge and expertise as to risk management and FFAs to hedge
against, and in some cases, to generate profit from, such volatility.
    
    Maintain high fleet utilization rates.The shipping
industry uses fleet utilization to measure a companys
efficiency in finding suitable employment for its vessels and
minimizing the days its vessels are off-hire. At 99.7% as of
December 31, 2008, Navios Holdings believes that it has one
of the highest fleet utilization rates in the industry.
    
    Maintain customer focus and reputation for service and
safety.Navios Holdings is recognized by its customers for
the high quality of its service and safety record. Navios
Holdings high standards for performance, reliability, and
safety provide Navios Holdings with an advantageous
competitive profile.
    
    Enhance vessel utilization and profitability through a mix of
spot charters, time charters, and COAs and strategic backhaul
and triangulation methods.Specifically, this strategy is
implemented as follows:
 
    
    The operation of voyage charters or spot
fixtures for the carriage of a single cargo
from load port to discharge port;
    
    The operation of time charters, whereby the
vessel is hired out for a predetermined
period but without any specification as to
voyages to be performed, with the ship owner
being responsible for operating costs and the
charterer for voyage costs; and
    
    The use of COAs, under which Navios Holdings
contracts to carry a given quantity of cargo
between certain load and discharge ports
within a stipulated time frame, but does not
specify in advance which vessels will be used
to perform the voyages.
  23




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Competitive Advantages
    
    
    A high-quality, modern fleet of vessels that provides a variety of
operational advantages, such as lower insurance premiums, higher
levels of productivity, and efficient operating cost structures, as
well as a competitive advantage over owners of older fleets,
especially in the time charter market, where age and quality of a
vessel are of significant importance in competing for business;
    
    A core fleet which has been chartered-in (some through 2022, assuming
minimum available charter extension periods are exercised) on
attractive terms that allow Navios Holdings to charter-out the vessels
at a considerable spread during strong markets and to weather down
cycles in the market while maintaining low operating expenses;
    
    Strong cash flows from creditworthy counterparties;
    
    Strong commercial relationships with both freight customers and
Japanese trading houses and ship owners, providing Navios Holdings
with access to future attractive long term time charters on
newbuildings with valuable purchase options;
    
    Strong in-house technical management team who oversee every step of
technical management, from the construction of the vessels in Japan to
subsequent shipping operations throughout the life of a vessel,
including the superintendence of maintenance, repairs and dry docking,
providing efficiency and transparency in Navios Holdings owned fleet
operations; and
    
    Visibility into worldwide commodity flows through its physical
shipping operations and port terminal operations in South America.
  24




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Shipping Operations
 Navios Holdings Fleet.
 Owned Fleet.
 Owned Vessels
 Vessel Name
    
    Vessel Type
    
    Year Built
    
    Deadweight(in metric tons)Navios Ionian
    
    Ultra Handymax
    
    
    2000
    
    
    
    52,068Navios Apollon
    
    Ultra Handymax
    
    
    2000
    
    
    
    52,073Navios Horizon
    
    Ultra Handymax
    
    
    2001
    
    
    
    50,346Navios Herakles
    
    Ultra Handymax
    
    
    2001
    
    
    
    52,061Navios Achilles
    
    Ultra Handymax
    
    
    2001
    
    
    
    52,063Navios Meridian
    
    Ultra Handymax
    
    
    2002
    
    
    
    50,316Navios Mercator
    
    Ultra Handymax
    
    
    2002
    
    
    
    53,553Navios Arc
    
    Ultra Handymax
    
    
    2003
    
    
    
    53,514Navios Hios
    
    Ultra Handymax
    
    
    2003
    
    
    
    55,180Navios Kypros
    
    Ultra Handymax
    
    
    2003
    
    
    
    55,222Navios Ulysses
    
    Ultra Handymax
    
    
    2007
    
    
    
    55,728Navios Vega(1)
    
    Ultra Handymax
    
    
    2009
    
    
    
    58,792Navios Magellan
    
    Panamax
    
    
    2000
    
    
    
    74,333Navios Star
    
    Panamax
    
    
    2002
    
    
    
    76,662Navios Hyperion
    
    Panamax
    
    
    2004
    
    
    
    75,707Navios Orbiter
    
    Panamax
    
    
    2004
    
    
    
    76,602Navios Asteriks
    
    Panamax
    
    
    2005
    
    
    
    76,801Vanessa(2)
    
    Product Handysize
    
    
    2002
    
    
    
    19,078
 25




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Owned Vessels to be delivered
 Vessel Name
    
    Vessel Type
    
    Delivery Date
    
    Deadweight(in metric tons)Navios Pollux
    
    Capesize
    
    
    06/2009
    
    
    
    181,000Navios Happiness
    
    Capesize
    
    
    07/2009
    
    
    
    180,000Navios Lumen
    
    Capesize
    
    
    09/2009
    
    
    
    181,000Navios Aurora II
    
    Capesize
    
    
    10/2009
    
    
    
    172,000Navios TBN
    
    Capesize
    
    
    11/2009
    
    
    
    172,000Navios Phoenix
    
    Capesize
    
    
    11/2009
    
    
    
    180,000Navios TBN
    
    Capesize
    
    
    12/2009
    
    
    
    172,000
 
 (1)
    
    The vessel was delivered on February 18, 2009.(2)
    
    95% owned. Contracted to be sold for $24.2 million in 2009.      Long Term Fleet.
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Long term Chartered-in Fleet in Operation
 Year
    
    
    
    
    
    PurchaseVessel Name
    
    Vessel Type
    
    Built
    
    Deadweight
    
    Option(1)(in metric tons)Navios Vector
    
    Ultra Handymax
    
    
    2002
    
    
    
    50,296
    
    
    NoNavios Astra
    
    Ultra Handymax
    
    
    2006
    
    
    
    53,468
    
    
    YesNavios Primavera
    
    Ultra Handymax
    
    
    2007
    
    
    
    53,464
    
    
    YesNavios Armonia
    
    Ultra Handymax
    
    
    2008
    
    
    
    55,100
    
    
    NoNavios Cielo
    
    Panamax
    
    
    2003
    
    
    
    75,834
    
    
    NoNavios Orion
    
    Panamax
    
    
    2005
    
    
    
    76,602
    
    
    NoNavios Titan
    
    Panamax
    
    
    2005
    
    
    
    82,936
    
    
    NoNavios Sagittarius
    
    Panamax
    
    
    2006
    
    
    
    75,756
    
    
    YesNavios Altair
    
    Panamax
    
    
    2006
    
    
    
    83,001
    
    
    NoNavios Esperanza
    
    Panamax
    
    
    2007
    
    
    
    75,200
    
    
    NoTorm Antwerp
    
    Panamax
    
    
    2008
    
    
    
    75,250
    
    
    NoBelisland
    
    Panamax
    
    
    2003
    
    
    
    76,602
    
    
    NoGolden Heiwa
    
    Panamax
    
    
    2007
    
    
    
    76,662
    
    
    NoSA Fortius
    
    Capesize
    
    
    2001
    
    
    
    171,595
    
    
    NoC. Utopia
    
    Capesize
    
    
    2007
    
    
    
    174,000
    
    
    NoBeaufiks
    
    Capesize
    
    
    2004
    
    
    
    180,181
    
    
    YesRubena N
    
    Capesize
    
    
    2006
    
    
    
    203,233
    
    
    NoPhoenix Grace
    
    Capesize
    
    
    2009
    
    
    
    170,500
    
    
    No
 Long term Chartered-in Fleet to be Delivered
 PurchaseVessel Name
    
    Vessel Type
    
    Delivery Date
    
    Deadweight
    
    Option(1)(in metric tons)Phoenix Beauty
    
    Capesize
    
    
    01/2010
    
    
    
    170,500
    
    
    NoNavios TBN
    
    Handysize
    
    
    03/2010
    
    
    
    35,000
    
    
    
    Yes
    (2)Kleimar TBN
    
    Capesize
    
    
    04/2010
    
    
    
    176,800
    
    
    NoNavios TBN
    
    Handysize
    
    
    08/2010
    
    
    
    35,000
    
    
    
    Yes
    (2)Navios TBN
    
    Panamax
    
    
    09/2011
    
    
    
    80,000
    
    
    YesNavios TBN
    
    Capesize
    
    
    09/2011
    
    
    
    180,200
    
    
    YesNavios TBN
    
    Ultra Handymax
    
    
    03/2012
    
    
    
    61,000
    
    
    YesKleimar TBN
    
    Capesize
    
    
    07/2012
    
    
    
    180,000
    
    
    YesNavios TBN
    
    Panamax
    
    
    01/2013
    
    
    
    82,100
    
    
    YesNavios TBN
    
    Ultra Handymax
    
    
    08/2013
    
    
    
    61,000
    
    
    Yes
 
 (1)
    
    Generally, Navios Holdings may exercise its purchase option after three to five years of service.(2)
    
    The initial 50% purchase option on each vessel is held by Navios Holdings.  Short Term Fleet:
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Exercise of Vessel Purchase Options
  Management and Operation of the Fleet:
 Commercial Ship Management:
 Technical Ship Management:
 Operation:
 Financial Risk Management:
 28




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
    
    Freight Rate Risk.Navios Holdings uses FFAs to manage and mitigate
its risk to its freight market exposures in shipping capacity and
freight commitments and respond to fluctuations in the dry bulk
shipping market by augmenting its overall long or short position.
These FFAs settle monthly in cash on the basis of publicly quoted
indices, not physical delivery. These instruments typically cover
periods from one month to one year, and are based on time charter
rates or freight rates on specific quoted routes. Navios Holdings
enters into these FFAs through over-the-counter transactions and over
NOS ASA, a Norwegian clearing house, and LCH, the London Clearing
House. Navios Holdings FFA trading personnel work closely with the
chartering group to ensure that the most up-to-date information is
incorporated into the companys commercial ship management strategy
and policies. See Risk Factors  Risks Associated with the Shipping
Industry and Our Operations  Trading and complementary hedging
activities in freight, tonnages and Forward Freight Agreements (FFAs)
subject us to trading risks, and we may suffer trading losses which
could adversely affect our financial condition and results of
operations for additional detail on the financial implications, and
risks of our use of FFAs.
    
    Credit Risk.Navios Holdings closely monitors its credit exposure
to charterers, counter-parties and FFAs. Navios Holdings has
established policies designed to ensure that contracts are entered
into with counter-parties that have appropriate credit histories.
Counter parties and cash transactions are limited to high credit
quality collateralized corporations and financial institutions. Most
importantly, Navios Holdings has strict guidelines and policies that
are designed to limit the amount of credit exposure. We have insured
our charter-out contracts through a double AA+ rated European Union
governmental agency. If the charterer goes into payment default, the
insurance company will reimburse us for the charter payments under the
terms of the policy (subject to applicable deductibles) for the
remaining term of the charter-out contract.
    
    Interest Rate Risk.Navios Holdings uses interest rate swap
agreements to reduce exposure to fluctuations in interest rates.
Specifically, Navios Holdings enters into interest rate swap contracts
that entitle it to receive interest at floating rates on principal
amounts and oblige it to pay interest at fixed rates on the same
amounts. Thus, these instruments allow Navios Holdings to raise long
term borrowings at floating rates and swap them into fixed rates.
Although these instruments are intended to minimize the anticipated
financing costs and maximize gains for Navios Holdings that may be set
off against interest expense, they may also result in losses, which
would increase financing costs. See Note 13 to the audited
consolidated financial statements of Navios Holdings for the year
ended December 31, 2008, included elsewhere in this document. See also
item 11 Quantitative and Qualitative Disclosure about Market Risks  Interest Rate Risk.
    
    Foreign Exchange Risk.Although Navios Holdings revenues are
dollar-based, 4.4% of its expenses related to its Logistics segment
are in Uruguayan pesos, Argentinean pesos and Paraguayan Guaranies and
2.5% of its expenses related to operation of its Piraeus and Belgian
office are in Euros. Navios Holdings monitors its Euro, Argentinean
Peso, Uruguayan Peso and Paraguayan Guarani exposure against long term
currency forecasts and enters into foreign currency contracts when
considered appropriate.
 Navios Logistics Operations
 Inception:
  29




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Tanker vessels, barges and push boats operations
 Overview:
 Infrastructure:
 Products transported:
 30




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Dry Bulk Cargo  Soybeans:
 Dry Bulk Cargo  Iron Ore
 Oil transportation in Paraguay:
 Fleet developments and utilization in the region:
 Liquid Port and Terminal Operations
 Overview:
 Infrastructure:
 31




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Dry Port and Terminal Operations
 Overview:
    Port Infrastructure:
  Port Operation:
  32




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Future Growth:
 Navios Logistics Uruguay Annual Throughput Volumes (MM metric tones)
 
  Navios Logistics Uruguay Export Market:
 Uruguay Soy Exports
 
   33




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Customers
 Fleet
  Tanker vessels, barges and push boats operations
  Dry Port Terminal
  Competition
  34




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Intellectual Property
  Governmental and Other Regulations
 Sources of applicable rules and standards:
   International Environmental Regulations:
 Ship safety standards:
 35




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Regulations to prevent pollution from ships:
   Greenhouse Gas Emissions:
 36




---



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Other international regulations to prevent pollution:
 European regulations: Erika
  United States Environmental Regulations and laws governing civil liability for pollution:
  37




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Security Regulations:
 
    
    on-board installation of automatic information systems to enhance vessel-to-vessel and
vessel-to-shore communications;
    
    on-board installation of ship security alert systems;
    
    the development of vessel security plans; and
    
    compliance with flag state security certification requirements.
  International laws governing civil liability to pay compensation or damages:
  40




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Inspection by Classification Societies:
  
    
    Annual Surveys:For sea-going ships, annual surveys are conducted for the hull and the machinery
(including the electrical plant) and, where applicable, for special equipment classed, at intervals of
12 months from the date of commencement of the class period indicated in the certificate.
    
    Intermediate Surveys:Extended annual surveys are referred to as intermediate surveys and typically
are conducted two and one-half years after commissioning and each class renewal. Intermediate
surveys may be carried out on the occasion of the second or third annual survey.
    
    Class Renewal Surveys:Class renewal surveys, also known as special surveys, are carried out for the
ships hull, machinery (including the electrical plant), and for any special equipment classed, at the
intervals indicated by the character of classification for the hull. At the special survey, the vessel is
thoroughly examined, including audio-gauging, to determine the thickness of its steel structure. Should
the thickness be found to be less than class requirements, the classification society would prescribe
steel renewals. The classification society may grant a one-year grace period for completion of the
special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special
survey if the vessel experiences excessive wear and tear. In lieu of the special survey every four or
five years, depending on whether a grace period was granted, a ship owner has the option of arranging
with the classification society for the vessels integrated hull or machinery to be on a continuous
survey cycle, in which every part of the vessel would be surveyed within a five-year cycle.
 Risk of Loss and Liability Insurance
 General:
 Hull and Machinery and War Risk Insurances:
 41




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Protection and Indemnity Insurance:
 Uninsured Risks:
 Credit Risk Insurance:
 Risk Management
   Legal Proceedings
  42




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Crewing and Shore Employees
    Facilities
  
    
    Navios Corporation leases approximately 12,458 square feet of space at
20 Marshall Street, South Norwalk, CT, 06820 pursuant to a lease that
expires on May 15, 2011. Navios Holdings sublets approximately 2,000
square feet of space to Hera East Holding, LLC, pursuant a sub-lease
that expires on May 15, 2011.
    
    Navios ShipManagement Inc. and Navios Corporation lease approximately
2,034.3 square meters of space at 85 Akti Miaouli, Piraeus, Greece,
pursuant to a lease that expires in 2017.
    
    Kleimar N.V. leases approximately 387 square meters of space at 5
Suikerui 2000 Antwerp, Belgium, pursuant to a lease that expires in
April 2011.
    
    Navios ShipManagement Inc. leases approximately 1,367.5 square meters
of space at 85 Akti Miaouli, Piraeus, Greece, pursuant to a lease
agreement that expires in 2019.
  
    
    CNSA leases the land on which it operates its port and transfer
facility, located at Zona Franca, Nueva Palmira, Uruguay. This lease
is between Uruguayan National Authority of Free Zones and CNSA, which
expires on November 29, 2025, with an option to extend for another 20
years.
    
    Navegacion Guarani S.A. leases approximately 640 square meters of
space at Jejuí 324 corner Chile  Edificio Grupo General, Asuncion,
Paraguay, pursuant to a lease that expires in June 2013.
 43




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
    
    Mercofluvial S.A. leases approximately 91 square meters of space at
Ayolas 451 calle Oliva, Asuncion, Paraguay, pursuant to a lease that
expires in June 2013.
    
    Mercopar Internacional S.A. leases approximately 220 square meters of
space at Ygatimy 459 calle 14 de Mayo, Asuncion, Paraguay, pursuant to
a lease that expires in June 2013.
    
    Compania Naviera Horamar S.A. leases approximately 70 square meters at
Dorrego 21 bis 7° A street in the locality of Rosario, Argentina of
pursuant to a lease agreement that expires in September 2010.
     C. Organizational structure
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Subsidiaries included in the consolidation:
 Ownership
    
    Country of
    
    Statement of operationsCompany Name
    
    Nature/Vessel Name
    
    Interest
    
    Incorporation
    
    2008
    
    2007
    
    2006Navios Maritime Holdings Inc.
    
    Holding Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Navios Corporation
    
    Sub-Holding Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Navios International
Inc.
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Navimax Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Navios
Handybulk Inc.
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Corporacion Navios SA
    
    Operating Company
    
    100%
    
    Uruguay
    
    
    
    1/1  12/31
    
    1/1  12/31Hestia Shipping Ltd.
    
    Operating Company
    
    100%
    
    Malta
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Anemos Maritime Holdings Inc.
    
    Sub-Holding Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Navios ShipManagement Inc.
    
    Management Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31NAV Holdings Limited
    
    Sub-Holding Company
    
    100%
    
    Malta
    
    1/1  12/31
    
    2/2  12/31
    
    Kleimar N.V.
    
    Operating company/Vessel
owning company
    
    100%
    
    Belgium
    
    1/1  12/31
    
    2/2  12/31
    
    Kleimar Ltd.
    
    Operating company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    9/13  12/31
    
    Bulkinvest S.A.
    
    Operating company
    
    100%
    
    Luxembourg
    
    1/1  12/31
    
    2/2  12/31
    
    Navios Maritime Acquisition Corporation
    
    Sub-Holding Company
    
    100%
    
    Marshall Is.
    
    3/14  6/30
    
    
    
    Primavera Shipping Corporation
    
    Operating company
    
    100%
    
    Marshall Is.
    
    10/15  12/31
    
    
    
    Ginger Services Co.
    
    Operating company
    
    100%
    
    Marshall Is.
    
    12/22  12/31
    
    
    
    Astra Maritime Corporation
    
    Operating company
    
    100%
    
    Marshall Is.
    
    10/15  12/31
    
    
    
    Achilles Shipping Corporation
    
    Operating company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Apollon Shipping Corporation
    
    Operating company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Herakles Shipping Corporation
    
    Operating company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Hios Shipping Corporation
    
    Operating company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Ionian Shipping Corporation
    
    Operating company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Kypros Shipping Corporation
    
    Operating company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Meridian Shipping Enterprises Inc.
    
    Navios Meridian
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Mercator Shipping Corporation
    
    Navios Mercator
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Libra Shipping Enterprises Corporation
    
    Navios Libra II
    
    100%
    
    Marshall Is.
    
    
    
    1/1  11/15
    
    1/1  12/31Alegria Shipping Corporation
    
    Navios Alegria
    
    100%
    
    Marshall Is.
    
    
    
    1/1  11/15
    
    1/1  12/31Felicity Shipping Corporation
    
    Navios Felicity
    
    100%
    
    Marshall Is.
    
    
    
    1/1  11/15
    
    1/1  12/31
 45




---



##### Table of Contents



Ownership
    
    Country of
    
    Statement of operationsCompany Name
    
    Nature/Vessel Name
    
    Interest
    
    Incorporation
    
    2008
    
    2007
    
    2006Gemini Shipping Corporation
    
    Navios Gemini S
    
    100%
    
    Marshall Is.
    
    
    
    1/1  11/15
    
    1/5  12/31Arc Shipping Corporation
    
    Navios Arc
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    2/10  12/31Galaxy Shipping Corporation
    
    Navios Galaxy I
    
    100%
    
    Marshall Is.
    
    
    
    1/1  11/15
    
    3/23  12/31Horizon Shipping Enterprises Corporation
    
    Navios Horizon
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    4/10  12/31Magellan Shipping Corporation
    
    Navios Magellan
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    3/24  12/31Aegean Shipping Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Star Maritime Enterprises Corporation
    
    Navios Star
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    12/4  12/31Aurora Shipping Enterprises Ltd.
    
    Navios Aurora I
    
    100%
    
    Marshall Is.
    
    1/21  6/30
    
    
    
    Corsair Shipping Ltd
    
    Navios Ulysses
    
    100%
    
    Marshall Is.
    
    6/11  12/31
    
    
    
    Rowboat Marine Inc.
    
    Navios Vega
    
    100%
    
    Marshall Is.
    
    6/11  12/31
    
    
    
    Hyperion Enterprises Inc.
    
    Navios Hyperion
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    2/26  12/31
    
    Beaufiks Shipping Corporation
    
    Vessel Owning Company
    
    100%
    
    Marshall Is.
    
    6/19  12/31
    
    
    
    Sagittarius Shipping Corporation
    
    Vessel Owning Company
    
    100%
    
    Marshall Is.
    
    3/6  12/31
    
    
    
    Nostos Shipmanagement Corp. (i)
    
    Vessel Owning Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    7/4  12/31
    
    Portorosa Marine Corporation (i)
    
    Navios Happiness
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    7/4  12/31
    
    Shikhar Ventures
S.A (i)
    
    Vessel Owning Company
    
    100%
    
    Liberia
    
    1/1  12/31
    
    12/12  12/31
    
    Sizzling Ventures
Inc.
    
    Operating Company
    
    100%
    
    Liberia
    
    1/1  12/31
    
    12/12  12/31
    
    Rheia Associates
Co.
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    12/12  12/31
    
    Taharqa Spirit
Corp.
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    12/12  12/31
    
    Rumer Holding
Ltd.(i)
    
    Vessel Owning Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    12/10  12/31
    
    Chilali Corp.(i)
    
    Vessel Owning Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    12/10  12/31
    
    Pharos Navigation S.A.(i)
    
    Vessel Owning Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    12/11  12/31
    
    Pueblo Holdings Ltd. (i)
    
    Navios Lumen
    
    100%
    
    Marshall Is.
    
    8/8  12/31
    
    
    
    Surf Maritime Co. (i)
    
    Navios Pollux
    
    100%
    
    Marshall Is.
    
    8/8  12/31
    
    
    
    Quena Shipmanagement Inc.
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    7/29  12/31
    
    
    
    Orbiter Shipping Corp.
    
    Navios Orbiter
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    9/13  12/31
    
    White Narcissus Marine S.A.
    
    Navios Asteriks
    
    100%
    
    Panama
    
    1/1  12/31
    
    4/19  12/31
    
    Navios G.P.
L.L.C.
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    8/7  12/31
    
    Navios South American Logistics Inc.
    
    Sub-Holding Company
    
    100%
    
    Marshall Is.
    
    
    
    12/17  12/31
    
    Navios Maritime Partners L.P.
    
    Sub-Holding Company
    
    100%
    
    Marshall Is.
    
    
    
    8/7  11/15
    
    Prosperity Shipping Corporation
    
    Navios Prosperity
    
    100%
    
    Marshall Is.
    
    
    
    10/8  11/15
    
    Aldebaran Shipping Corporation
    
    Navios Aldebaran
    
    100%
    
    Marshal Is.
    
    
    
    10/8  11/15
    
    Fantastiks Shipping Corporation
    
    Navios Fantastiks
    
    100%
    
    Marshall Is.
    
    
    
    10/23  11/15
    
    
 46




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##### Table of Contents



Navios South American Logistics and Subsidiaries:
 Ownership
    
    Country of
    
    Statement of operationsCompany Name
    
    Nature/Vessel Name
    
    Interest
    
    Incorporation
    
    2008
    
    2007
    
    2006Navios South American Logistics Inc.
    
    Sub-Holding Company
    
    65.48%
    
    Marshal Is.
    
    1/1  12/31
    
    
    
    Corporacion Navios S.A.
    
    Operating Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    
    
    Nauticler S.A.
    
    Sub-Holding Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    
    
    Compania Naviera Horamar S.A.
    
    Operating Company
    
    65.48%
    
    Argentina
    
    1/1  12/31
    
    
    
    Compania de Transporte Fluvial Int
S.A.
    
    Operating Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    
    
    Ponte Rio S.A.
    
    Operating Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    
    
    Thalassa Energy S.A.
    
    Barges Owning Company
    
    40.93%
    
    Argentina
    
    1/1  12/31
    
    
    
    HS Tankers Inc. (ii)
    
    Vessel Owning Company
    
    33.39%
    
    Panama
    
    1/1  12/31
    
    
    
    HS Navegation Inc.
    
    Estefania
    
    33.39%
    
    Panama
    
    1/1  12/31
    
    
    
    HS Shipping Ltd Inc.
    
    Malva H
    
    40.93%
    
    Panama
    
    1/1  12/31
    
    
    
    HS South Inc. (ii)
    
    Vessel Owning Company
    
    40.93%
    
    Panama
    
    1/1  12/31
    
    
    
    Mercopar Internacional S.A.
    
    Holding Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    
    
    Nagusa Internacional S.A.
    
    Holding Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    
    
    Hidrovia OSR Internacional S.A.
    
    Holding Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    
    
    Petrovia Internacional S.A.
    
    Holding Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    
    
    Mercopar S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    
    
    Navegation Guarani S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    
    
    Hidrovia OSR S.A.
    
    Oil Spill Response
& Salvage Services
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    
    
    Petrovia S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    
    
    Mercofluvial S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    
    
    Petrolera San Antonio S.A. (PETROSAN)
    
    Oil Storage Plant and Dock Facilities
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    
    
    Flota Mercante Paraguaya S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    
    
    Compania de Transporte Fluvial S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    
    
    Hidrogas S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    
    
    Stability Oceanways S.A.
    
    Shipping Company
    
    65.48%
    
    Panama
    
    4/16  12/31
    
    
    
    
 47




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##### Table of Contents



(i)
    
    Each company has the rights over a shipbuilding contract of a Capesize vessel.(ii)
    
    Each company has the rights over shipbuilding contract of a tanker vessel. 48




---



##### Table of Contents



Affiliates included in the financial statements:
 Ownership
    
    Country of
    
    Statement of operationsCompany Name
    
    Nature/Vessel Name
    
    Interest
    
    Incorporation
    
    2008
    
    2007
    
    2006Navios Maritime
Partners L.P.
    
    Sub-Holding Company
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31
    
    Navios Maritime
Operating L.L.C.
    
    Operating Company
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31
    
    Libra Shipping
Enterprises
Corporation
    
    Navios Libra II
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31
    
    Alegria Shipping
Corporation
    
    Navios Alegria
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31
    
    Felicity Shipping
Corporation
    
    Navios Felicity
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31
    
    Gemini Shipping
Corporation
    
    Navios Gemini S
    
    37.1%
    
    Marshal Is.
    
    1/1  12/31
    
    11/16  12/31
    
    Galaxy Shipping
Corporation
    
    Navios Galaxy I
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31
    
    Prosperity Shipping
Corporation
    
    Navios Prosperity
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31
    
    Fantastiks Shipping
Corporation
    
    Navios Fantastiks
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31
    
    Aldebaran Shipping Corporation
    
    Navios Aldebaran
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31
    
    Aurora Shipping
Enterprises Ltd.
    
    Navios Aurora I
    
    37.1%
    
    Marshall Is.
    
    7/1  12/31
    
    
    
    Acropolis
Chartering &
Shipping Inc.
    
    Brokerage Company
    
    50%
    
    Liberia
    
    1/1  12/31
    
    1/1  12/31
    
    1/1  12/31Navios Maritime
Acquisition
Corporation
    
    Sub-Holding Company
    
    19%
    
    Marshall Is.
    
    7/1  12/31
    
    
    
    
 D. Property, plants and equipment
  
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
   49




---



##### Table of Contents



Overview
        50




---



##### Table of Contents



Chartering Policy and Industry Outlook
      51




---



##### Table of Contents



Fleet Development
  Owned Vessels
 Charter-out
    
    ExpirationVessels
    
    Type
    
    Built
    
    DWT
    
    Rate(1)
    
    Date(2)Navios Ionian
    
    Ultra Handymax
    
    
    2000
    
    
    
    52,068
    
    
    
    15,200
    
    
    
    04/09/200911,970
    
    
    
    04/01/2011Navios Apollon
    
    Ultra Handymax
    
    
    2000
    
    
    
    52,073
    
    
    
    23,700
    
    
    
    11/08/2012Navios Horizon
    
    Ultra Handymax
    
    
    2001
    
    
    
    50,346
    
    
    
    36,100
    
    
    
    08/24/2011Navios Herakles
    
    Ultra Handymax
    
    
    2001
    
    
    
    52,061
    
    
    
    11,400
    
    
    
    03/30/2010Navios Achilles
    
    Ultra Handymax
    
    
    2001
    
    
    
    52,063
    
    
    
    38,009
    
    
    
    12/25/2011Navios Meridian
    
    Ultra Handymax
    
    
    2002
    
    
    
    50,316
    
    
    
    23,700
    
    
    
    10/08/2012Navios Mercator
    
    Ultra Handymax
    
    
    2002
    
    
    
    53,553
    
    
    
    31,350
    
    
    
    02/12/2014Navios Arc
    
    Ultra Handymax
    
    
    2003
    
    
    
    53,514
    
    
    
    27,693
    
    
    
    05/25/2009Navios Hios
    
    Ultra Handymax
    
    
    2003
    
    
    
    55,180
    
    
    
    9,500
    
    
    
    05/02/2009Navios Kypros
    
    Ultra Handymax
    
    
    2003
    
    
    
    55,222
    
    
    
    34,024
    
    
    
    02/14/2011Navios Ulysses
    
    Ultra Handymax
    
    
    2007
    
    
    
    55,728
    
    
    
    31,281
    
    
    
    10/12/2013Navios Vega(4)
    
    Ultra Handymax
    
    
    2009
    
    
    
    58,792
    
    
    
    12,350
    
    
    
    02/18/2011Navios Magellan
    
    Panamax
    
    
    2000
    
    
    
    74,333
    
    
    
    21,850
    
    
    
    01/20/2010Navios Star
    
    Panamax
    
    
    2002
    
    
    
    76,662
    
    
    
    21,375
    
    
    
    01/21/2010Navios Hyperion
    
    Panamax
    
    
    2004
    
    
    
    75,707
    
    
    
    37,050
    
    
    
    04/01/2014Navios Orbiter
    
    Panamax
    
    
    2004
    
    
    
    76,602
    
    
    
    37,147
    
    
    
    04/01/2014Navios Asteriks
    
    Panamax
    
    
    2005
    
    
    
    76,801
    
    
    
    
    
    
    
    Vanessa(5)
    
    Product Handysize
    
    
    2002
    
    
    
    19,078
    
    
    
    
    
    
    
    
 52




---



##### Table of Contents



Long Term Chartered-in Vessels
 Purchase
    
    Charter-out
    
    ExpirationVessels
    
    Type
    
    Built
    
    DWT
    
    Option(3)
    
    Rate(1)
    
    Date(2)Navios Vector(6)
    
    Ultra Handymax
    
    
    2002
    
    
    
    50,296
    
    
    No
    
    
    9,738
    
    
    
    10/17/2009Navios Astra
    
    Ultra Handymax
    
    
    2006
    
    
    
    53,468
    
    
    Yes
    
    
    34,200
    
    
    
    08/11/2009Navios Primavera
    
    Ultra Handymax
    
    
    2007
    
    
    
    53,464
    
    
    Yes
    
    
    20,046
    
    
    
    05/09/2010Navios Armonia
    
    Ultra Handymax
    
    
    2008
    
    
    
    55,100
    
    
    No
    
    
    23,700
    
    
    
    06/07/2013Navios Cielo
    
    Panamax
    
    
    2003
    
    
    
    75,834
    
    
    No
    
    
    14,773
    
    
    
    06/12/2010Navios Orion
    
    Panamax
    
    
    2005
    
    
    
    76,602
    
    
    No
    
    
    49,400
    
    
    
    12/15/2012Navios Titan
    
    Panamax
    
    
    2005
    
    
    
    82,936
    
    
    No
    
    
    27,100
    
    
    
    11/24/2010Navios Sagittarius
    
    Panamax
    
    
    2006
    
    
    
    75,756
    
    
    Yes
    
    
    26,125
    
    
    
    11/19/2018Navios Altair
    
    Panamax
    
    
    2006
    
    
    
    83,001
    
    
    No
    
    
    22,715
    
    
    
    09/20/2009Navios Esperanza
    
    Panamax
    
    
    2007
    
    
    
    75,200
    
    
    No
    
    
    12,350
    
    
    
    04/22/200914,513
    
    
    
    02/19/2013Torm 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
    
    
    
    
    
    
    Phoenix Grace
    
    Capesize
    
    
    2009
    
    
    
    170,500
    
    
    No
    
    
    
    
    
    
    
 Vessels to be Delivered
 Long Term Chartered-in
 Delivery
    
    PurchaseVessels
    
    Type
    
    Date
    
    Option
    
    DWTPhoenix Beauty
    
    Capesize
    
    
    01/2010
    
    
    No
    
    
    170,500Navios TBN
    
    Handysize
    
    
    03/2010
    
    
    Yes(7)
    
    
    35,000Kleimar TBN
    
    Capesize
    
    
    04/2010
    
    
    No
    
    
    176,800Navios TBN
    
    Handysize
    
    
    08/2010
    
    
    Yes(7)
    
    
    35,000Navios TBN
    
    Panamax
    
    
    09/2011
    
    
    Yes
    
    
    80,000Navios TBN
    
    Capesize
    
    
    09/2011
    
    
    Yes
    
    
    180,200Navios TBN
    
    Ultra Handymax
    
    
    03/2012
    
    
    Yes
    
    
    61,000Kleimar TBN
    
    Capesize
    
    
    07/2012
    
    
    Yes
    
    
    180,000Navios TBN
    
    Panamax
    
    
    01/2013
    
    
    Yes
    
    
    82,100Navios TBN
    
    Ultra Handymax
    
    
    08/2013
    
    
    Yes
    
    
    61,000
 53




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##### Table of Contents



Owned Vessels
 Charter-out
    
    ExpirationVessels
    
    Type
    
    Delivery Date
    
    DWT
    
    Rate(1)
    
    Date(2)Navios Pollux
    
    Capesize
    
    
    06/2009
    
    
    
    181,000
    
    
    
    42,250
    
    
    
    06/2019Navios Happiness
    
    Capesize
    
    
    07/2009
    
    
    
    180,000
    
    
    
    55,100
    
    
    
    07/2014Navios Lumen
    
    Capesize
    
    
    09/2009
    
    
    
    181,000
    
    
    
    44,850
    
    
    
    09/2016Navios Aurora II
    
    Capesize
    
    
    10/2009
    
    
    
    172,000
    
    
    
    41,325
    
    
    
    10/2019Navios TBN
    
    Capesize
    
    
    11/2009
    
    
    
    172,000
    
    
    
    57,000
    
    
    
    11/2014Navios Phoenix(8)
    
    Capesize
    
    
    11/2009
    
    
    
    180,000
    
    
    
    45,500
    
    
    
    11/2014Navios TBN(9)
    
    Capesize
    
    
    12/2009
    
    
    
    172,000
    
    
    
    39,900
    
    
    
    12/2019
 
 (1)
    
    Net Time Charter-out Rate per day (net of commissions).(2)
    
    Estimated dates assuming midpoint of redelivery by charterers.(3)
    
    Generally, Navios Holdings may exercise its purchase option after three to five years of service.(4)
    
    The vessel was delivered on February 18, 2009.(5)
    
    The vessel is contracted to be sold for $24.2 million in 2009. The vessel is 95% owned.(6)
    
    Charterer has the right to extend period up to December 2010 at similar daily charter-out rate.(7)
    
    Navios Holdings holds the initial 50% purchase option on each vessel.(8)
    
    Allocated to a long term COA contract.(9)
    
    The vessel has been chartered-out for a ten-year period at a daily rate of $39,900 if delivered prior to December 31, 2009 or at a daily rate of $37,762 if delivered
in the first quarter of 2010.  Recent Developments
 Financing:
  Cancellation of twelve unfixed newbuildings:
  54




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##### Table of Contents



Acquisition of Vessels:
   Navios Partners:
    Navios Logistics:
   Navios Acquisition:
  55




---



##### Table of Contents



Share Repurchase Authorization:
   Dividends:
  Other Equity Adjustments:
      A. Operating Results
 Factors Affecting Navios Holdings Results of Operations:
   56




---



##### Table of Contents




    
    Market Exposure:Navios Holdings manages the size and composition
of its fleet, by chartering and owning vessels, to adjust to
anticipated changes in market rates. Navios Holdings aims at achieving
an appropriate balance between owned vessels and long and short term
chartered-in vessels and controls approximately 5.1 million dwt in dry
bulk tonnage. Navios Holdings options to extend the duration of
vessels it has under long term time charter (durations of over 12
months) and its purchase options on chartered vessel (see separate
table) permits Navios Holdings to adjust the cost and the fleet size
to correspond to market conditions.
    
    Available days:Available days is the total number of days a vessel
is controlled by a company less the aggregate number of days that the
vessel is off-hire due to scheduled repairs or repairs under
guarantee, vessel upgrades or special surveys. The shipping industry
uses available days to measure the number of days in a period during
which vessels should be capable of generating revenues.
    
    Operating days:Operating days is the number of available days in a
period less the aggregate number of days that the vessels are off-hire
due to any reason, including lack of demand or unforeseen
circumstances. The shipping industry uses operating days to measure
the aggregate number of days in a period during which vessels actually
generate revenues.
    
    Fleet utilization:Fleet utilization is obtained by dividing the
number of operating days during a period by the number of available
days during the period. The shipping industry uses fleet utilization
to measure a companys efficiency in finding suitable employment for
its vessels and minimizing the amount of days that its vessels are
off-hire for reasons other than scheduled repairs or repairs under
guarantee, vessel upgrades, special surveys or vessel positioning.
    
    TCE:TCE rates are defined as voyage and time charter revenues plus
gains or losses on FFA less voyage expenses during a period divided by
the number of available days during the period. Navios Holdings
includes the gains or losses on FFA in the determination of TCE rates
as neither voyage and time charter revenues nor gains or losses on FFA
are evaluated in isolation. Rather, the two are evaluated together to
determine total earnings per day. The TCE rate is a standard shipping
industry performance measure used primarily to compare daily earnings
generated by vessels on time charters with daily earnings generated by
vessels on voyage charters, because charter hire rates for vessels on
voyage charters are generally not expressed in per day amounts, while
charter hire rates for vessels on time charters generally are
expressed in such amounts.
 Voyage and Time Charter
  
    
    the duration of the charters;
    
    the level of spot market rates at the time of charters;
    
    decisions relating to vessel acquisitions and disposals;
    
    the amount of time spent positioning vessels;
    
    the amount of time that vessels spend in dry-dock undergoing repairs and upgrades;
    
    the age, condition and specifications of the vessels; and
    
    the aggregate level of supply and demand in the dry bulk shipping industry.
  57




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##### Table of Contents



Spot Charters, Contracts of Affreightment (COAs), and Forward Freight Agreements (FFAs)
  
    
    The operation of voyage charters or spot charter-out fixtures for the
carriage of a single cargo between load and discharge port;
    
    The use of COAs, under which Navios Holdings contracts to carry a
given quantity of cargo between certain load and discharge ports
within a stipulated time frame; and
    
    The use of FFAs both as economic hedges in reducing market risk on
specific vessels, freight commitments or the overall fleet and in
order to increase or reduce the size of its exposure to the dry bulk
shipping market.
      58




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##### Table of Contents



Statement of Operations Breakdown by Segment
   Period over Period Comparisons
 For the year ended December 31, 2008 compared to the year ended December 31, 2007
  Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,(in thousands of U.S. dollars)
    
    2008
    
    
    2007Revenue
    
    $
    1,246,062
    
    
    $
    758,420Gain on FFAs
    
    
    16,244
    
    
    
    26,379Time charter, voyage and logistic business expenses
    
    
    (1,066,239
    )
    
    
    (557,573
    )Direct vessel expenses
    
    
    (26,621
    )
    
    
    (27,892
    )General and administrative expenses
    
    
    (40,001
    )
    
    
    (23,058
    )Depreciation and amortization
    
    
    (57,062
    )
    
    
    (31,900
    )Provision for losses on accounts receivable
    
    
    (2,668
    )
    
    
    Interest income from investments in finance lease
    
    
    2,185
    
    
    
    3,507Interest income
    
    
    7,753
    
    
    
    10,819Interest expense and finance cost, net
    
    
    (49,128
    )
    
    
    (51,089
    )Gain on sale of assets/partial sale of subsidiary
    
    
    27,817
    
    
    
    167,511Other income
    
    
    948
    
    
    
    445
 59




---



##### Table of Contents



Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,(in thousands of U.S. dollars)
    
    2008
    
    
    2007Other expense
    
    
    (12,584
    )
    
    
    (2,046
    )Income before equity in net earnings of affiliated
companies and joint venture
    
    
    46,706
    
    
    
    273,523Equity in net earnings of affiliated companies and
joint venture
    
    
    17,431
    
    
    
    1,929Income before taxes and minority interest
    
    
    64,137
    
    
    
    275,452Income taxes
    
    
    56,113
    
    
    
    (4,451
    )Net income before minority interest
    
    $
    120,250
    
    
    $
    271,001Minority interest
    
    
    (1,723
    )
    
    
    Net income
    
    $
    118,527
    
    
    $
    271,001
  Year ended December 31,2008
    
    2007FLEET DATAAvailable days
    
    
    22,817
    
    
    
    19,219Operating days
    
    
    22,745
    
    
    
    19,198Fleet utilization
    
    
    99.7
    %
    
    
    99.9
    %AVERAGE DAILY RESULTSTime Charter Equivalents (including FFAs)
    
    $
    46,278
    
    
    $
    32,216Time Charter Equivalents (excluding FFAs)
    
    $
    45,566
    
    
    $
    30,843
   Revenue:
  Gain on FFAs:
 60




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##### Table of Contents



Baltic ExchangesPanamax TimeCharter AverageIndexJanuary 31, 2007
    
    $
    31,719
    (a)October 30, 2007
    
    $
    94,977
    (b)May 20, 2008
    
    $
    91,710
    (c)December 12, 2008
    
    $
    3,537
    (d)
 
 (a)
    
    Low for fiscal year 2007.(b)
    
    High for fiscal year 2007.(c)
    
    High for fiscal year 2008.(d)
    
    Low for fiscal year 2008. Time Charter, Voyage and Logistic Business Expense:
 Direct Vessel Expenses:
 General and Administrative Expenses:
 Year ended
    
    Year ended(in thousands of U.S. dollars)
    
    December 31, 2008
    
    December 31, 2007Payroll and related costs(1)
    
    
    15,751
    (2)
    
    
    12,174Professional, legal and audit fees(1)
    
    
    4,775
    
    
    
    5,975Logistics business
    
    
    10,999
    
    
    
    507Credit risk insurance(1)
    
    
    4,053
    
    
    
    421Office expenses(1)
    
    
    2,862
    
    
    
    2,003Other(1)
    
    
    1,561
    
    
    
    1,978
 61




---



##### Table of Contents



(1)
    
    Amounts do not include general and administrative expenses of the logistics business(2)
    
    Includes stock plan expenses  Depreciation and Amortization:
 Provision for Losses on Accounts Receivable:
 Interest Income from Investments in Finance Lease:
 Net Interest Expense and Income:
 Gain on Sale of Assets/Partial Sale of Subsidiary:
  62




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##### Table of Contents



Net Other Income and Expense:
 For the year ended December 31, 2007 compared to the year ended December 31, 2006
  Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,(in thousands of U.S. dollars)
    
    2007
    
    
    2006Revenue
    
    $
    758,420
    
    
    $
    205,375Gain on FFAs
    
    
    26,379
    
    
    
    19,786Time charter, voyage and logistic business expenses
    
    
    (557,573
    )
    
    
    (84,225
    )Direct vessel expenses
    
    
    (27,892
    )
    
    
    (19,863
    )General and administrative expenses
    
    
    (23,058
    )
    
    
    (15,057
    )Depreciation and amortization
    
    
    (31,900
    )
    
    
    (37,129
    )Provision for losses on accounts receivable
    
    
    
    
    
    
    (6,242
    )Interest income from investments in finance lease
    
    
    3,507
    
    
    
    Interest income
    
    
    10,819
    
    
    
    3,832Interest expense and finance cost, net
    
    
    (51,089
    )
    
    
    (47,429
    )Gain on sale of assets
    
    
    167,511
    
    
    
    Other income
    
    
    445
    
    
    
    1,819Other expense
    
    
    (2,046
    )
    
    
    (472
    )Income before equity in net earnings of affiliated
companies and joint venture
    
    
    273,523
    
    
    
    20,395Equity in net earnings of affiliated companies and
joint venture
    
    
    1,929
    
    
    
    674Income before taxes
    
    
    275,452
    
    
    
    21,069Income taxes
    
    
    (4,451
    )
    
    
    Net income
    
    $
    271,001
    
    
    $
    21,069
  Year ended December 31,2007
    
    2006FLEET DATAAvailable days
    
    
    19,219
    
    
    
    10,382Operating days
    
    
    19,198
    
    
    
    10,333Fleet utilization
    
    
    99.9
    %
    
    
    99.5
    %AVERAGE DAILY RESULTSTime Charter Equivalents (including FFAs)
    
    $
    32,216
    
    
    $
    18,812Time Charter Equivalents (excluding FFAs)
    
    $
    30,843
    
    
    $
    16,906
 63




---



##### Table of Contents



Revenue:
  Gain on FFAs:
 Baltic ExchangesPanamax TimeCharter AverageIndexJanuary 26, 2006
    
    $
    13,267
    (a)December 6, 2006
    
    $
    35,713
    (b)January 31, 2007
    
    $
    31,719
    (c)October 30, 2007
    
    $
    94,977
    (d)
 
 (a)
    
    Low for fiscal year 2006.(b)
    
    High for fiscal year 2006.(c)
    
    Low for fiscal year 2007.(d)
    
    High for fiscal year 2007. 64




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##### Table of Contents



Time Charter, Voyage and Logistic Business Expense:
 Direct Vessel Expenses:
 General and Administrative Expenses:
 Depreciation and Amortization:
 Provision for Losses on Accounts Receivable:
 Interest Income from Investments in Finance Lease:
 Net Interest Expense and Income:
 Gain on Sale of Assets:
 65




---



##### Table of Contents



Net Other Income and expense:
 Navios South American Logistics Inc.
  Recent Developments
 Assets Acquisition:
      Factors affecting Navios Logistics results of operations
 Charter and freight rates
  66




---



##### Table of Contents



Weather
Conditions
  Foreign currency transactions
   Inflation and fuel price increases
  Seasonality
  Financial highlights
  CNSAYear ended
    
    
    Year endedDecember 31,
    
    
    December 31,(Expressed in thousands of U.S. Dollars)
    
    2008
    
    
    2007Revenue
    
    $
    107,778
    
    
    $
    9,689Time charter, voyage and port terminal expenses
    
    
    (70,268
    )
    
    
    (3,860
    )General and administrative expenses
    
    
    (10,999
    )
    
    
    (507
    )Depreciation and amortization
    
    
    (18,562
    )
    
    
    (1,867
    )Interest income
    
    
    502
    
    
    
    148
 67




---



##### Table of Contents



CNSAYear ended
    
    
    Year endedDecember 31,
    
    
    December 31,(Expressed in thousands of U.S. Dollars)
    
    2008
    
    
    2007Interest expense and finance cost, net
    
    
    (4,421
    )
    
    
    Other income
    
    
    948
    
    
    
    4Other expense
    
    
    (26
    )
    
    
    (644
    )Income before Taxes and minority interests
    
    $
    4,952
    
    
    $
    2,963Income Taxes
    
    
    (981
    )
    
    
    Income before minority interests
    
    
    3,971
    
    
    
    2,963Minority interests
    
    
    (544
    )
    
    
    Net income
    
    $
    3,427
    
    
    $
    2,963
  CNSA(Expressed in thousands of U.S. Dollars)
    
    December 31, 2008
    
    
    December 31, 2007ASSETSCurrent assetsCash and cash equivalents
    
    $
    11,516
    
    
    $
    7,350Restricted cash
    
    
    1,050
    
    
    
    Accounts receivable, net
    
    
    13,864
    
    
    
    294Due from affiliate companies
    
    
    41
    
    
    
    Short term backlog asset
    
    
    44
    
    
    
    175Prepaid expenses and other current assets
    
    
    6,041
    
    
    
    125Total current assets
    
    
    32,556
    
    
    
    7,944Vessels, port terminal and other fixed assets, net
    
    
    250,237
    
    
    
    24,970Deferred financing costs, net
    
    
    420
    
    
    
    Deferred dry dock and special survey costs, net
    
    
    1,433
    
    
    
    Other long term assets
    
    
    9,535
    
    
    
    Long term backlog asset
    
    
    
    
    
    
    44Intangible assets other than goodwill
    
    
    84,957
    
    
    
    29,179Goodwill
    
    
    91,393
    
    
    
    14,571Total non-current assets
    
    
    437,975
    
    
    
    68,764Total assets
    
    $
    470,531
    
    
    $
    76,708LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    
    10,165
    
    
    
    600Accrued expenses
    
    
    9,058
    
    
    
    Intercompany accounts
    
    
    
    
    
    
    5,924Current portion of long term debt
    
    
    3,137
    
    
    
    Total current liabilities
    
    
    22,360
    
    
    
    6,524Long term debt, net of current portion
    
    
    78,191
    
    
    
    Unfavorable lease terms
    
    
    1,505
    
    
    
    Long term liabilities
    
    
    22,181
    
    
    
    35Deferred tax liability
    
    
    26,573
    
    
    
    Total non-current liabilities
    
    
    128,450
    
    
    
    35Total liabilities
    
    
    150,810
    
    
    
    6,559Minority interest
    
    
    31,512
    
    
    
    Commitments and contingencies
    
    
    
    
    
    
    Stockholders equityCommon stock  $1 par value, authorized 20,000 shares
    
    
    20
    
    
    
    36Additional paid-in capital
    
    
    284,762
    
    
    
    19,553Legal reserves
    
    
    
    
    
    
    820Retained earnings
    
    
    3,427
    
    
    
    49,740Total stockholders equity
    
    
    288,209
    
    
    
    70,149Total liabilities and stockholders equity
    
    $
    470,531
    
    
    $
    76,708
 Period over Period Comparisons
  68




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##### Table of Contents



For the year ended December 31, 2008 compared to the year ended December 31, 2007
 Revenue:
 Time Charter, Voyage and Port Terminal Expenses:
 General and Administrative Expenses :
 Depreciation and Amortization:
 Net Interest Expense and Income:
  Net Other Income and Expense:
 Income Taxes:
 EBITDA:
 69




---



##### Table of Contents



EBITDA Reconciliation to Net Income
 Year ended
    
    
    CNSADecember 31,
    
    
    Year ended(expressed in thousands of U.S. Dollars)
    
    2008
    
    
    December 31, 2007Net income
    
    $
    3,427
    
    
    $
    2,963Depreciation and amortization
    
    
    18,562
    
    
    
    1,867Interest expense
    
    
    4,421
    
    
    
    Interest income
    
    
    (502
    )
    
    
    (148
    )Income taxes
    
    
    981
    
    
    
    EBITDA
    
    $
    26,889
    
    
    $
    4,682
  Balance Sheet highlights
 Investing activities
    Financing activities
  Purchase Accounting
  70




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##### Table of Contents



Non-Guarantor Subsidiary
  B. Liquidity and Capital Resources
    71




---



##### Table of Contents



Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006Net cash (used in)
/ provided by
operating
activities
    
    $
    (28,388
    )
    
    $
    128,075
    
    
    $
    56,432Net cash used in
investing
activities
    
    
    (452,637
    )
    
    
    (16,451
    )
    
    
    (111,463
    )Net cash provided
by financing
activities
    
    
    187,082
    
    
    
    216,285
    
    
    
    116,952(Decrease) increase
in cash and cash
equivalents
    
    
    (293,943
    )
    
    
    327,909
    
    
    
    61,921Cash and cash
equivalents,
beginning of the
period
    
    
    427,567
    
    
    
    99,658
    
    
    
    37,737Cash and cash
equivalents, end of
period
    
    $
    133,624
    
    
    $
    427,567
    
    
    $
    99,658
 Cash used in operating activities for the year ended December 31, 2008 as compared to the cash
provided for the year ended December 31, 2007:
  Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,2008
    
    
    2007Net income
    
    $
    118,527
    
    
    $
    271,001Adjustments to reconcile net income to net cash
(used in)/ provided by operating activities:Depreciation and amortization
    
    
    57,062
    
    
    
    31,900Amortization and write-off of deferred financing cost
    
    
    2,077
    
    
    
    1,856Amortization of deferred dry dock costs
    
    
    1,933
    
    
    
    1,687Provision for losses on accounts receivable
    
    
    2,668
    
    
    
    Unrealized (gain)/loss on FFA derivatives
    
    
    8,220
    
    
    
    (12,232
    )Unrealized loss on warrants
    
    
    5,282
    
    
    
    Unrealized (gain)/loss on interest rate swaps
    
    
    1,874
    
    
    
    1,279Share based compensation
    
    
    2,694
    
    
    
    566Gains on sale of assets/partial sale of subsidiary
    
    
    (27,817
    )
    
    
    (167,511
    )Deferred taxes
    
    
    (56,113
    )
    
    
    4,451Earnings in affiliates and joint ventures, net of
dividends received
    
    
    (4,517
    )
    
    
    (1,251
    )Minority interest
    
    
    1,723
    
    
    
    Net income adjusted for non-cash items
    
    
    113,613
    
    
    
    131,746
   72




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Cash used in investing activities for the year ended December 31, 2008 as compared to the year
ended December 31, 2007:
   73




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##### Table of Contents



Cash provided by financing activities for the year ended December 31, 2008 as compared to the year
ended December 31, 2007:
    Cash provided by operating activities for the year ended December 31, 2007 and the year ended
December 31, 2006
    74




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##### Table of Contents



Cash used in investing activities for the year ended December 31, 2007 as compared to the year
ended December 31, 2006:
      75




---



##### Table of Contents



Cash provided by financing activities for the year ended December 31, 2007 as compared to the year
ended December 31, 2006:
    Adjusted EBITDA:
   76




---



##### Table of Contents



Long Term Debt Obligations and Credit Arrangements:
    77




---



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78




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##### Table of Contents



Amount inYear
    
    millions of USD2009
    
    
    15.22010
    
    
    142.72011
    
    
    104.02012
    
    
    27.62013
    
    
    27.22014 and thereafter
    
    
    572.7889.4
 79




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##### Table of Contents



Working Capital Position:
  Capital expenditures:
 Concentration of Credit Risk:
 Effects of Inflation:
 C. Research and development, patents and licenses, etc.
  D. Trend information
  E. Off-Balance Sheet Arrangements
  80




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##### Table of Contents



F. Contractual Obligations as at December 31, 2008:
 Payment due by period ($ in millions)
 Less than
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    1 year
    
    1-3 years
    
    3-5 years
    
    5 yearsLong term debt(i)(ii) (iii)
    
    
    889.4
    
    
    
    15.2
    
    
    
    246.7
    
    
    
    54.8
    
    
    
    572.7Operating Lease Obligations (Time Charters)(iv)
    
    
    881.8
    
    
    
    107.6
    
    
    
    204.7
    
    
    
    192.2
    
    
    
    377.3Operating lease obligations push boats and barges
    
    
    1.8
    
    
    
    0.6
    
    
    
    0.6
    
    
    
    0.6
    
    
    
    Vessel deposits(v)
    
    
    418.6
    
    
    
    418.6
    
    
    
    
    
    
    
    
    
    
    
    Rent Obligations(vi)
    
    
    12.6
    
    
    
    1.6
    
    
    
    2.6
    
    
    
    2.4
    
    
    
    5.9
 
 (i)
    
    The amount identified does not include interest costs associated with the outstanding credit facilities which are based on LIBOR or applicable interest rate swap rates, plus the costs of complying with any applicable
regulatory requirements and a margin ranging from 1.5% to 2.75% per annum.(ii)
    
    Following the amendment of the facility agreement with HSH Nordbank and Commerzbank A.G in March 2009, Navios Holdings has to accumulate $14.0 million of cash reserves into a pledged account with the agent bank ($5.0 million
in March 2009 and $1.1 million on each loan repayment date during 2009 and 2010, starting from January 2009),.In February and March 2009, Navios Holdings concluded (a) a 2% convertible bond of $33.5 million exercisable
at a
price of $11.00 per share, (b) a facility of up to $120.0 million to finance the acquisition of two Capesize vessels to be delivered, repayable in 20 semi-annual installments, and (c) a term loan facility of up to $110.0
million to be used for general corporate purposes, repayable in one installment in February 2011.(iii)
    
    The long term debt contractual obligations includes in the amount shown for more than 5 years future principal payments of the undrawn portion of credit facilities associated with the financing of the construction of Capesize
vessels scheduled to be delivered on various dates throughout 2009.(iv)
    
    The effect of the exercise of the options is reflected in the reduction of operating lease obligations as of December 31, 2008.(v)
    
    Future remaining contractual deposits for the seven owned Capesize vessels to be delivered in various dates in 2009.(vi)
    
    On January 2, 2006, the Company relocated its headquarters to new premises in Piraeus, Greece. In October 2006, the Company signed an agreement with a third party to sublease
approximately 2,000 square feet of its Norwalk office. Kleimar has leased approximately 387 square meters to locate its offices. Navios Logistics has several lease agreements to locate
its offices. The table above incorporates only the lease obligation of the offices indicated in this footnote. Minimum payments have not been reduced by minimum sublease rentals of a
total amount of $0.3 million due until the end if the sublease agreement, under a non cancelable sublease. Recent Accounting Pronouncements
  81




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82




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83




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##### Table of Contents



Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, Consolidation of Variable Interest Entities,
  84




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##### Table of Contents



Accounting for Certain Investments in Debt and Equity Securities,
 Critical Accounting Policies
   Use of estimates:
 Accounting for derivative financial instruments and hedge activities:
    85




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##### Table of Contents



Stock-based compensation:
  Impairment of long-lived assets:
   86




---



##### Table of Contents



Vessels, net:
  Deferred Dry-dock and Special Survey Costs:
 Goodwill and Other Intangibles:
    87




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##### Table of Contents



Investment in available for sale securities:
  
 G. Safe Harbor
  Item 6. Directors, Senior Management and Employees
 A. Directors and Senior Management
  88




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##### Table of Contents



Name
    
    Age
    
    PositionAngeliki Frangou
    
    
    44
    
    
    Chairman of the Board and Chief Executive OfficerGeorge Achniotis
    
    
    44
    
    
    Chief Financial OfficerTed C. Petrone
    
    
    54
    
    
    President of Navios Corporation and DirectorMichael E. McClure
    
    
    62
    
    
    Senior Vice President  Corporate AffairsVasiliki Papaefthymiou
    
    
    40
    
    
    Executive Vice President  Legal, Secretary and DirectorAnna Kalathakis
    
    
    38
    
    
    Senior Vice President  Legal Risk ManagementShunji Sasada*
    
    
    51
    
    
    Chief Operating Officer  Navios CorporationSpyridon Magoulas
    
    
    53
    
    
    DirectorJohn Stratakis
    
    
    44
    
    
    DirectorRex W. Harrington
    
    
    76
    
    
    DirectorAllan Shaw
    
    
    45
    
    
    Director
 
 *
    
    Significant employee Angeliki Frangou
 George Achniotis
 89




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##### Table of Contents



Ted C. Petrone
 Michael E. McClure
 Vasiliki Papaefthymiou
 Anna Kalathakis
 Shunji Sasada
 Spyridon Magoulas
 90




---



##### Table of Contents



John Stratakis
 Rex W. Harrington
 Allan Shaw
 B. Compensation
  91




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##### Table of Contents



C. Board Practices
     D. Employees
  92




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##### Table of Contents



E. Share Ownership
   Amount and Nature
    
    Percentage ofof Beneficial
    
    OutstandingName and Address of Beneficial Owner(1)
    
    Ownership
    
    Common StockAngeliki Frangou(2)
    
    
    23,406,589
    
    
    
    23.3
    %George Achniotis
    
    
    *
    
    
    
    *Michael E. McClure
    
    
    *
    
    
    
    *Vasiliki Papaefthymiou
    
    
    *
    
    
    
    *Anna Kalathakis
    
    
    *
    
    
    
    *Ted C. Petrone
    
    
    *
    
    
    
    *Spyridon Magoulas
    
    
    *
    
    
    
    *John Stratakis
    
    
    *
    
    
    
    *Rex Harrington
    
    
    *
    
    
    
    *Allan Shaw
    
    
    *
    
    
    
    *
 
 *
    
    Less than one percent(1)
    
    The business address of each of the individuals is 85 Akti Miaouli Street, Piraeus Greece 185 38.(2)
    
    Angeliki Frangou has filed a Schedule 13D amendment indicating that she intends, subject to market conditions,
to purchase up to $20 million of common stock and as of
October 10, 2005, she had purchased approximately
$10.0 million in value of common stock.    93




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##### Table of Contents



Item 7. Major Shareholders and Related Party Transactions
 A. Major Shareholders
   Amount andNature of
    
    Percentage ofBeneficial
    
    OutstandingName
    
    Ownership
    
    Common StockAngeliki Frangou
    
    
    23,406,589
    
    
    23.3%FMR LLC(1)
    
    
    11,077,283
    
    
    11.0%Oceanic Investment Management Limited
    
    
    6,448,700
    
    
    6.4%Golden Ocean Group Limited
    
    
    5,275,145
    
    
    5.3%
 
 (1)
    
    Disclaims beneficial ownership except to the extent of its pecuniary interest. B. Related Party Transactions
 Leases:
  Acropolis:
 94




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##### Table of Contents



Stock Transactions:
 Management fees:
 General & administrative expenses:
 Balance due from affiliate:
 Sale of Navios Aurora I:
 Navios Acquisition:
   95




---



##### Table of Contents



C. Interests of experts and counsel.
  
 Item 8. Financial Information
 A. Consolidated Statements and Other Financial Information
 Consolidated Financial Statements:
 Legal Proceedings:
   Dividend Policy:
      96




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##### Table of Contents



B. Significant Changes
  
 Item 9. Listing Details
    97




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##### Table of Contents



Common Stock

    Warrants(*)

    UnitsYear Ended
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    LowDecember 31, 2008
    
    $
    14.95
    
    
    $
    1.10
    
    
    $
    9.91
    
    
    $
    0.01
    
    
    $
    
    
    
    $
    December 31, 2007
    
    $
    19.76
    
    
    $
    5.21
    
    
    $
    14.75
    
    
    $
    0.87
    
    
    $
    14.90
    
    
    $
    6.91December 31, 2006
    
    $
    5.56
    
    
    $
    5.18
    
    
    $
    1.12
    
    
    $
    0.29
    
    
    $
    13.59
    
    
    $
    4.35December 31, 2005
    
    $
    4.83
    
    
    $
    4.51
    
    
    $
    1.25
    
    
    $
    0.58
    
    
    $
    5.96
    
    
    $
    5.57
  Common Stock

    Warrants(*)

    UnitsQuarter Ended
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    LowMarch 31, 2009
    
    $
    4.75
    
    
    $
    1.68
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    December 31, 2008
    
    $
    5.23
    
    
    $
    1.10
    
    
    $
    2.87
    
    
    $
    0.01
    
    
    $
    
    
    
    
    September 30, 2008
    
    $
    10.62
    
    
    $
    4.65
    
    
    $
    5.59
    
    
    $
    1.00
    
    
    $
    
    
    
    
    June 30, 2008
    
    $
    14.95
    
    
    $
    9.00
    
    
    $
    9.91
    
    
    $
    4.01
    
    
    $
    
    
    
    
    March 31, 2008
    
    $
    12.99
    
    
    $
    7.74
    
    
    $
    8.12
    
    
    $
    3.35
    
    
    $
    
    
    
    
    December 31, 2007
    
    $
    19.76
    
    
    $
    11.31
    
    
    $
    14.75
    
    
    $
    6.60
    
    
    $
    
    
    
    
    September 30, 2007
    
    $
    15.51
    
    
    $
    9.43
    
    
    $
    10.50
    
    
    $
    4.50
    
    
    $
    
    
    
    
    June 30, 2007
    
    $
    12.13
    
    
    $
    7.18
    
    
    $
    7.07
    
    
    $
    2.50
    
    
    $
    
    
    
    
    March 31, 2007
    
    $
    8.45
    
    
    $
    5.21
    
    
    $
    3.42
    
    
    $
    0.87
    
    
    $
    14.90
    
    
    $
    6.91
  Common Stock

    Warrants(*)Month Ended
    
    High
    
    Low
    
    High
    
    LowMarch 2009
    
    $
    2.80
    
    
    $
    1.68
    
    
    $
    
    
    
    $
    February 2009
    
    $
    4.75
    
    
    $
    2.02
    
    
    $
    
    
    
    $
    January 2009
    
    $
    4.35
    
    
    $
    3.15
    
    
    $
    
    
    
    $
    December 2008
    
    $
    4.63
    
    
    $
    1.58
    
    
    $
    0.03
    
    
    $
    0.01November 2008
    
    $
    3.14
    
    
    $
    1.10
    
    
    $
    0.15
    
    
    $
    0.01October 2008
    
    $
    5.23
    
    
    $
    2.46
    
    
    $
    2.87
    
    
    $
    0.05
 
 (*)
    
    The warrants ceased to be publicly traded upon their expiration on December 9, 2008. 98




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##### Table of Contents



Item 10. Additional Information
 A. Share Capital
  B. Memorandum of articles of association
  C. Material Contracts
  D. Exchange controls
  E. Taxation
 Marshall Islands Tax Considerations
  Other Tax Jurisdictions
   99




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##### Table of Contents



Federal Income Tax Consequences
 General
  United States Federal Income Tax Considerations
 Taxation of Operating Income: In General
     United States Taxation of Gain on Sale of Vessels
  100




---



##### Table of Contents



United States Federal Income Taxation of U.S. Holders
  
    
    is an individual United States citizen or resident, a United States
corporation or other United States entity taxable as a corporation, an
estate of which the income is subject to United States federal income
taxation regardless of its source, or a trust if a court within the
United States is able to exercise primary jurisdiction over the
administration of the trust and one or more United States persons have
the authority to control all substantial decisions of the trust;
    
    owns Navios Holdings common stock as a capital asset; and
    
    owns less than ten percent (10%) of Navios Holdings common stock for
United States federal income tax purposes.
  Tax Treatment of Common Stock
 Distributions
    101




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##### Table of Contents



Sale, Exchange or Other Disposition of Common Stock
  Passive Foreign Investment Company Status and Significant Tax Consequences
    United States Federal Income Taxation of Non-U.S. Holders
  Dividends on Common Stock
  Sale, Exchange or other Disposition of Common Stock
  102




---



##### Table of Contents




    
    the gain is effectively connected with the Non-U.S. Holders conduct
of a trade or business in the United States (and, if the Non-U.S.
Holder is entitled to the benefits of an income tax treaty with
respect to that gain, that gain is attributable to a permanent
establishment maintained by the Non-US Holder in the United States);
or
    
    the Non-U.S. Holder is an individual who is present in the United
States for 183 days or more during the taxable year of disposition or
is otherwise treated as a United States resident for income tax
purposes and other conditions are met.
  Backup Withholding and Information Reporting
  
    
    fails to provide an accurate taxpayer identification number;
    
    is notified by the IRS that the shareholder failed to report all interest or
dividends required to be shown on the shareholders federal income tax returns; or
    
    in certain circumstances, fails to comply with applicable certification requirements.
     103




---



##### Table of Contents



F. Dividends and paying agents
  G. Statement by experts
  H. Documents on display
  I. Subsidiary information
  
 Item 11. Quantitative and Qualitative Disclosures about Market Risks
  Interest Rate Risk:
 Debt Instruments
  Interest Rate Swaps
  a)
    
    One swap with the Royal Bank of Scotland and one swap with Alpha Bank
with a total notional principal amount of $20.4 million. The swaps
were entered into at various points in 2001 and mature in 2010. Navios
Holdings estimates that it would have to pay $1.0 million to terminate
these agreements as of December 31, 2008. As a result of the swaps,
Navios Holdings net exposure is based on total floating rate debt
less the notional principal of floating to fixed interest rate swaps.
A 100 basis points change in interest rates would increase or decrease
interest expense by $0.2 million as of December 31, 2008, so long as
the relevant LIBOR does not exceed the caps described below. The swaps
are set by reference to the difference between the three month LIBOR
(which is the base rate under Navios Holdings long term borrowings)
and the yield on the U.S. ten year treasury bond. The swaps
effectively fix interest rates at 5.55% to 5.65%. However, each of the
foregoing swaps is subject to a cap of 7.5%; to the extent the
relevant LIBOR exceeds the cap, Navios Holdings would remain exposed.
 104




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##### Table of Contents



b)
    
    In July 2006, and in connection with our senior secured credit
facility with HSH Nordbank AG, Navios Holdings entered into a second
ISDA agreement with HSH Nordbank AG, whereby it exchanges LIBOR with a
fixed rate of 5.52%. This contract applies for the period from
December 31, 2007 to September 30, 2009, for a notional amount of
$79.3 million at redemptions in accordance with the repayment schedule
of our senior secured credit facility. The ISDA agreement is secured
by the same collateral as the secured credit facility. A 100 basis
points change in interest rates would increase or decrease interest
expense by $0.1 million as of December 31, 2008.c)
    
    One swap with Fortis Bank and two swaps with Dexia Bank Belgium with a
total notional amount of $34.0 million. The swaps were entered into at
May 2004 and August 2005 and mature in 2009 and 2010. Navios Holdings
estimates that it would have to pay $0.9 million to terminate these
agreements as of December 31, 2008. The swaps exchange LIBOR with
fixed rates varying from 3.95% to 4.525%.
  a)
    
    One swap with the Royal Bank of Scotland and one swap with Alpha Bank
with a total notional principal amount of $20.4 million. The swaps
were entered into at various points in 2001 and mature in 2010. Navios
Holdings estimates that it would have to pay $0.7 million to terminate
these agreements as of December 31, 2007. As a result of the swaps,
Navios Holdings net exposure is based on total floating rate debt
less the notional principal of floating to fixed interest rate swaps.
A 100 basis points change in interest rates would increase or decrease
interest expense by $0.4 million as of December 31, 2007, so long as
the relevant LIBOR does not exceed the caps described below. The swaps
are set by reference to the difference between the three month LIBOR
(which is the base rate under Navios Holdings long term borrowings)
and the yield on the US ten year treasury bond. The swaps effectively
fix interest rates at 5.55% to 5.65%. However, each of the foregoing
swaps is subject to a cap of 7.5%; to the extent the relevant LIBOR
exceeds the cap, Navios Holdings would remain exposed.b)
    
    On December 21, 2005 and in connection with the senior secured credit
facility, Navios Holdings entered into an International Swap Dealer
Association, Inc., or ISDA Agreement, with HSH Nordbank AG, providing
for interest rate collar with a cap of 5.00% and a floor of 4.45%
(this contract applies for the period from March 2007 to June 2008 on
notional amounts starting at $82.0 million and de-escalated down to
$13.25 million following the loan repayment schedule).c)
    
    In July 2006, and in connection with our senior secured credit
facility with HSH Nordbank AG, Navios Holdings entered into a second
ISDA agreement with HSH Nordbank AG, whereby it exchanges LIBOR with a
fixed rate of 5.52%. This contract applies for the period from
December 31, 2007 to September 30, 2009, for a notional amount of
$79.3 million at redemptions in accordance with the repayment schedule
of our senior secured credit facility. The ISDA agreement is secured
by the same collateral as the secured credit facility.d)
    
    One swap with Fortis Bank and two swaps with Dexia Bank Belgium with a
total notional amount of $34.0 million. The swaps were entered into at
May 2004 and August 2005 and mature in 2009 and 2010. Navios Holdings
estimates that it would have to pay $0.2 million to terminate these
agreements as of December 31, 2007. The swaps exchange LIBOR with
fixed rates varying from 3.95% to 4.525%.
 FFAs Derivative Risk:
 Forward Freight Agreements (FFAs)
 105




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##### Table of Contents



Item 12. Description of Securities Other than Equity Securities
  106




---



##### Table of Contents



PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
 A. Disclosure Controls and Procedures
   B. Managements annual report on internal control over financial reporting
     107




---



##### Table of Contents



C. Attestation report of the registered public accounting firm
  D. Changes in internal control over financial reporting
  
 Item 16A. Audit Committee financial expert
  
 Item 16B. Code of Ethics
 www.navios.com
 
 Item 16C. Principal Accountant Fees and Services
   Year ended
    
    Year endedDecember 31, 2008
    
    December 31, 2007Audit fees
    
    $
    1,614
    
    
    $
    1,619Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total
    
    $
    1,614
    
    
    $
    1,619
 108




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##### Table of Contents



Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
     Total number ofshares purchasedunder the shareTotal number of
    
    Average price
    
    repurchasePeriod
    
    shares purchased
    
    paid per share
    
    programsMarch 2008
    
    
    362,900
    
    
    $
    9.30
    
    
    
    362,900April 2008
    
    
    181,300
    
    
    $
    9.39
    
    
    
    544,200May 2008
    
    
    
    
    
    $
    
    
    
    
    544,200June 2008
    
    
    429,340
    
    
    $
    9.44
    
    
    
    973,540July 2008
    
    
    1,404,200
    
    
    $
    9.18
    
    
    
    2,377,740August 2008
    
    
    907,550
    
    
    $
    8.92
    
    
    
    3,285,290September 2008
    
    
    1,500,000
    
    
    $
    7.49
    
    
    
    4,785,290October 2008
    
    
    2,174,000
    
    
    $
    3.97
    
    
    
    6,959,290November 2008
    
    
    441,981
    
    
    $
    1.39
    
    
    
    7,401,271December 2008
    
    
    133,599
    
    
    $
    3.14
    
    
    
    7,534,870
  109




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##### Table of Contents



Item 16F. Changes in Registrants Certifying Accountant
  
 Item 16G. Corporate Governance
  
 PART III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  
 Item 19. Exhibits
 1.1
    
    Amended and Restated Articles of Incorporation. (Incorporated
by reference to the Registration Statement on Form F-1 of
Navios Maritime Holdings Inc. (File No. 333-129382)).1.2
    
    Bylaws. (Incorporated by reference to the Registration
Statement on Form F-1 of Navios Maritime Holdings Inc. (File
No. 333-129382)).1.3
    
    Articles of Amendment of Articles of Incorporation
(Incorporated by reference to Exhibit 99.1 of the Form 6-K
filed on January 17, 2007).2.1
    
    Specimen Unit Certificate (Incorporated by reference to the
Registration Statement on Form F-1 of Navios Maritime
Holdings Inc. (File No. 333-129382)).2.2
    
    Specimen Common Stock Certificate. (Incorporated by reference
to the Registration Statement on Form F-1 of Navios Maritime
Holdings Inc. (File No. 333-129382)).2.3
    
    Specimen Warrant Certificate. (Incorporated by reference to
the Registration Statement on Form F-1 of Navios Maritime
Holdings Inc. (File No. 333-129382)).2.4
    
    Form of Warrant Agreement between Continental Stock Transfer
& Trust Company and International Shipping Enterprises, Inc.,
the legal predecessor of Navios Holdings (Incorporated by
reference to Exhibit 4.4 of the Registration Statement on
Form S-1 of International Shipping Enterprises, Inc. (File
No. 333-119719)).2.5
    
    Stockholders Rights Agreement, dated as of October 6, 2008,
between Navios Maritime Holdings Inc. and Continental Stock
Transfer and Trust Company (Incorporated by reference to
Exhibit 99.1 of the Form 6-K filed on October 6, 2008).2.6
    
    Certificate of Designations of Rights, Preferences and
Privileges of Preferred Shares of Navios Maritime Holdings
Inc. (Incorporated by reference to Exhibit 99.2 of the Form
6-K filed on October 6, 2008).4.14
    
    Facility Agreement among Navios Maritime Holdings Inc., Commerzbank
AG and HSH Nordbank AG, dated February 2007 (Incorporated by
reference to Exhibit 99.1 of the Form 6-K filed on February 2, 2007).
 110




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4.15
    
    Share Purchase Agreement among various Sellers, NAV
Holdings Limited and Frederic Staelens, as
representative of the Sellers, dated February 2,
2007 (Incorporated by reference to Exhibit 99.1 of
the Form 6-K filed on February 8, 2007).4.16
    
    Form of Supplemental Indenture among Navios Maritime
Holdings Inc., NAV Holdings Limited, other
Guarantors and Wells Fargo Bank, N.A. (Incorporated
by reference to Exhibit 99.1 of the Form 6-K filed
on March 7, 2007).4.17
    
    Second Supplemental Indenture, dated March 8, 2007
(Incorporated by reference to Exhibit 99.1 of the
Form 6-K filed on 
April 18, 2007).4.18
    
    Third Supplemental Indenture, dated May 2, 2007
(Incorporated by reference to Exhibit 99.1 of the
Form 6-K filed on 
June 15, 2007).4.19
    
    Fourth Supplemental Indenture dated August 9, 2007
(Incorporated by reference to Exhibit 99.1 of the
Form 6-K filed on November 26, 2007).4.20
    
    Fifth Supplemental Indenture dated August 9, 2007
(Incorporated by reference to Exhibit 99.2 of the
Form 6-K filed on November 26, 2007).4.21
    
    Supplemental Agreement in relation to the Facility
Agreement dated February 1, 2007, dated November 15,
2007 (Incorporated by reference to Exhibit 99.3 of
the Form 6-K filed on November 26, 2007).4.22
    
    Release of Note Guarantee dated November 16, 2007
(Incorporated by reference to Exhibit 99.4 of the
Form 6-K filed on November 26, 2007).4.23
    
    Facility Agreement dated December 11, 2007, with
Navios Maritime Holdings Inc. as a guarantor, for a
loan amount up to $154.0 million (Incorporated by
reference to Exhibit 99.1 of the Form 6-K filed on
December 18, 2007).4.24
    
    Acquisition Agreement, dated as of December 31,
2007, by and among Navios South American Logistics
Inc., Claudio Pablo Lopez, Carlos Augusto Lopez,
Horacio Enrique Lopez and Horacio Alfredo Lopez,
Navios Corporation and Jandick S.A. (Incorporated by
reference to Exhibit 10.1 of the Form 6-K filed on
January 9, 2008).4.25
    
    Second Supplemental Agreement in relation to the
Facility Agreement dated February 1, 2007, dated
December 24, 2007 (Incorporated by reference to
Exhibit 10.1 of the Form 6-K filed on March 13,
2008).4.26
    
    Sixth Supplemental Indenture dated December 21, 2007
(Incorporated by reference to Exhibit 10.2 of the
Form 6-K filed on March 13, 2008).4.27
    
    Seventh Supplemental Indenture dated December 21,
2007 (Incorporated by reference to Exhibit 10.3 of
the Form 6-K filed on March 13, 2008).4.28
    
    Eighth Supplemental Indenture dated December 21,
2007 (Incorporated by reference to Exhibit 10.4 of
the Form 6-K filed on March 13, 2008).4.29
    
    Ninth Supplemental Indenture dated December 21, 2007
(Incorporated by reference to Exhibit 10.5 of the
Form 6-K filed on March 13, 2008).4.30
    
    Tenth Supplemental Indenture dated December 21, 2007
(Incorporated by reference to Exhibit 10.6 of the
Form 6-K filed on March 13, 2008).4.31
    
    Eleventh Supplemental Indenture dated December 21,
2007 (Incorporated by reference to Exhibit 10.7 of
the Form 6-K filed on March 13, 2008).4.32
    
    Twelfth Supplemental Indenture dated January 7, 2008
(Incorporated by reference to Exhibit 10.8 of the
Form 6-K filed on March 13, 2008).
 111




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##### Table of Contents



4.33
    
    Thirteenth Supplemental Indenture, dated March 11, 2008 (Incorporated by reference to
Exhibit 99.1 of the Form 6-K filed on March 26, 2008).4.34
    
    Underwriting Agreement, dated May 23, 2007 by and among Navios Maritime Holdings Inc. and
J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the
representatives of the several underwriters listed therein (Incorporated by reference to
Exhibit 10.1 of the Form 6-K filed on May 31, 2007).4.35
    
    2006 Employee, Director and Consultant Stock Plan (Incorporated by reference to Exhibit
10.1 of the Form 6-K filed on 
May 16, 2007).4.36
    
    Fourteenth Supplemental Indenture, dated as of June 4, 2008 (Incorporated by reference to
Exhibit 99.1 of the Form 6-K filed on June 13, 2008).4.37
    
    Fifteenth Supplemental Indenture, dated as of June 4, 2008 (Incorporated by reference to
Exhibit 99.2 of the Form 6-K filed on June 13, 2008).4.38
    
    Financial Agreement, dated as of March 31, 2008, between Nauticler S.A. and Marfin Egnatia
Bank, Societe Anonyme (Incorporated by reference to Exhibit 99.3 of the Form 6-K filed on
June 13, 2008).4.39
    
    Facility Agreement, dated as of June 24, 2008, with Navios Maritime Holdings Inc. as a
guarantor, for a loan amount up to $133.0 million (Incorporated by reference to Exhibit
99.1 to the Form 6-K filed on July 14, 2008).4.40
    
    Sixteenth Supplemental Indenture, dated as of August 4, 2008 (Incorporated by reference to
Exhibit 99.1 of the Form 6-K filed on September 19, 2008).4.41
    
    Seventeenth Supplemental Indenture, dated as of August 4, 2008 (Incorporated by reference
to Exhibit 99.2 of the Form 6-K filed on September 19, 2008).4.42
    
    Eighteenth Supplemental Indenture, dated as of August 28, 2008 (Incorporated by reference
to Exhibit 99.3 of the Form 6-K filed on September 19, 2008).4.43
    
    Nineteenth Supplemental Indenture, dated as of September 18, 2008 (Incorporated by
reference to Exhibit 99.4 of the Form 6-K filed on September 19, 2008).4.44
    
    Twentieth Supplemental Indenture, dated as of September 18, 2008 (Incorporated by
reference to Exhibit 99.5 of the Form 6-K filed on September 19, 2008).4.45
    
    Twenty  First Supplemental Indenture, dated as of November 10, 2008 (Incorporated by
reference to Exhibit 99.1 of the Form 6-K filed on ecember 10, 2008).4.46
    
    Facility Agreement, dated as of November 10, 2008, with Navios Maritime Holdings Inc. as a
guarantor, for a loan amount up to $90.0 million (Incorporated by reference to Exhibit
99.2 of the Form 6-K filed on December 10, 2008).8.1
    
    List of subsidiaries.12.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.12.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.13.1
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act.15.1
    
    Consent of PricewaterhouseCoopers S.A.
 112




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##### Table of Contents



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageNAVIOS MARITIME HOLDINGS INC.REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    F-2CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2008 AND 2007
    
    F-3CONSOLIDATED STATEMENTS OF INCOME FOR EACH OF THE YEARS ENDED 
     DECEMBER 31, 2008, 2007 AND 2006
    
    F-4CONSOLIDATED STATEMENTS OF CASH FLOWS FOR EACH OF THE YEARS ENDED 
     DECEMBER 31, 2008, 2007 AND 2006
    
    F-5CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY FOR EACH OF THE YEARS ENDED      DECEMBER 31, 2008, 2007 AND 2006
    
    F-6NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
    
    F-7
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the Shareholders and the Board of Directors of
Navios Maritime Holdings Inc.:
     /s/ PricewaterhouseCoopers S.A.
 
 F-2




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##### Table of Contents



NAVIOS MARITIME HOLDINGS INC.
 
 CONSOLIDATED BALANCE SHEETS
  December 31,
    
    
    December 31,Notes
    
    
    2008
    
    
    2007ASSETSCurrent assetsCash and cash equivalents
    
    
    4, 13
    
    
    $
    133,624
    
    
    $
    427,567Restricted cash
    
    
    2, 13
    
    
    
    17,858
    
    
    
    83,697Accounts receivable, net
    
    
    6
    
    
    
    109,780
    
    
    
    104,968Short term derivative asset
    
    
    13
    
    
    
    214,156
    
    
    
    184,038Short term backlog asset
    
    
    9
    
    
    
    44
    
    
    
    2,454Due from affiliate companies
    
    
    17
    
    
    
    1,677
    
    
    
    4,458Prepaid expenses and other current assets
    
    
    7
    
    
    
    28,270
    
    
    
    41,063Total current assets
    
    
    
    
    
    
    505,409
    
    
    
    848,245Deposit for vessels acquisitions
    
    
    8
    
    
    
    404,096
    
    
    
    208,254Vessels, port terminal and other fixed assets, net
    
    
    8, 24
    
    
    
    737,094
    
    
    
    425,591Long term derivative assets
    
    
    13
    
    
    
    36,697
    
    
    
    90Deferred financing costs, net
    
    
    
    
    
    
    13,449
    
    
    
    13,017Deferred dry dock and special survey costs, net
    
    
    
    
    
    
    4,873
    
    
    
    3,153Investments in leased assets
    
    
    
    
    
    
    18,998
    
    
    
    58,756Investments in affiliates
    
    
    10, 17
    
    
    
    5,605
    
    
    
    1,079Investments in available for sale securities
    
    
    10, 24
    
    
    
    22,358
    
    
    
    Other long term assets
    
    
    
    
    
    
    9,535
    
    
    
    Long term backlog asset
    
    
    9
    
    
    
    
    
    
    
    44Customer relationships
    
    
    9
    
    
    
    33,716
    
    
    
    Trade name
    
    
    9
    
    
    
    89,953
    
    
    
    83,393Port terminal operating rights
    
    
    9
    
    
    
    31,310
    
    
    
    29,179Favorable lease terms
    
    
    9
    
    
    
    192,899
    
    
    
    229,393Goodwill
    
    
    3
    
    
    
    147,632
    
    
    
    70,810Total non-current assets
    
    
    
    
    
    
    1,748,215
    
    
    
    1,122,759Total assets
    
    
    
    
    
    $
    2,253,624
    
    
    $
    1,971,004LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    
    
    
    
    $
    72,520
    
    
    $
    106,665Dividends payable
    
    
    2
    
    
    
    9,096
    
    
    
    Accrued expenses
    
    
    11
    
    
    
    34,468
    
    
    
    37,926Deferred income
    
    
    8
    
    
    
    11,319
    
    
    
    31,056Short term derivative liability
    
    
    13
    
    
    
    128,952
    
    
    
    256,961Deferred tax liability
    
    
    2, 22
    
    
    
    
    
    
    
    3,663Current portion of long term debt
    
    
    12
    
    
    
    15,177
    
    
    
    14,220Total current liabilities
    
    
    
    
    
    
    271,532
    
    
    
    450,491Senior notes, net of discount
    
    
    12
    
    
    
    298,344
    
    
    
    298,149Long term debt, net of current portion
    
    
    12
    
    
    
    574,194
    
    
    
    301,680Unfavorable lease terms
    
    
    9
    
    
    
    76,684
    
    
    
    96,217Long term liabilities and deferred income
    
    
    8, 14
    
    
    
    47,827
    
    
    
    638Deferred tax liability
    
    
    2, 22
    
    
    
    26,573
    
    
    
    53,807Long term derivative liability
    
    
    13
    
    
    
    23,691
    
    
    
    818Total non-current liabilities
    
    
    
    
    
    
    1,047,313
    
    
    
    751,309Total liabilities
    
    
    
    
    
    
    1,318,845
    
    
    
    1,201,800Minority interest
    
    
    23
    
    
    
    128,959
    
    
    
    Commitments and contingencies
    
    
    15
    
    
    
    
    
    
    
    Stockholders equityPreferred 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 100,488,784 and 106,412,429 as of
December 31, 2008 and 2007, respectively
    
    
    
    
    
    
    10
    
    
    
    11Additional paid-in capital
    
    
    
    
    
    
    494,719
    
    
    
    536,306Accumulated other comprehensive loss
    
    
    
    
    
    
    (22,578
    )
    
    
    (19,939
    )Retained earnings
    
    
    
    
    
    
    333,669
    
    
    
    252,826Total stockholders equity
    
    
    
    
    
    
    805,820
    
    
    
    769,204Total liabilities and stockholders equity
    
    
    
    
    
    $
    2,253,624
    
    
    $
    1,971,004
  F-3




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##### Table of Contents



NAVIOS MARITIME HOLDINGS INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
  Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,Note
    
    
    2008
    
    
    2007
    
    
    2006Revenue
    
    
    20
    
    
    $
    1,246,062
    
    
    $
    758,420
    
    
    $
    205,375Gain on forward freight agreements
    
    
    13
    
    
    
    16,244
    
    
    
    26,379
    
    
    
    19,786Time charter, voyage and logistic business expenses
    
    
    
    
    
    
    (1,066,239
    )
    
    
    (557,573
    )
    
    
    (84,225
    )Direct vessel expenses
    
    
    
    
    
    
    (26,621
    )
    
    
    (27,892
    )
    
    
    (19,863
    )General and administrative expenses
    
    
    
    
    
    
    (40,001
    )
    
    
    (23,058
    )
    
    
    (15,057
    )Depreciation and amortization
    
    
    8,9
    
    
    
    (57,062
    )
    
    
    (31,900
    )
    
    
    (37,129
    )Provision for losses on accounts receivable
    
    
    6
    
    
    
    (2,668
    )
    
    
    
    
    
    
    (6,242
    )Interest income from investments in finance lease
    
    
    
    
    
    
    2,185
    
    
    
    3,507
    
    
    
    Interest income
    
    
    
    
    
    
    7,753
    
    
    
    10,819
    
    
    
    3,832Interest expense and finance cost, net
    
    
    12
    
    
    
    (49,128
    )
    
    
    (51,089
    )
    
    
    (47,429
    )Gain on sale of assets/partial sale of subsidiary
    
    
    19
    
    
    
    27,817
    
    
    
    167,511
    
    
    
    Other income
    
    
    
    
    
    
    948
    
    
    
    445
    
    
    
    1,819Other expense
    
    
    
    
    
    
    (12,584
    )
    
    
    (2,046
    )
    
    
    (472
    )Income before equity in net earnings of affiliated
companies and joint venture
    
    
    
    
    
    
    46,706
    
    
    
    273,523
    
    
    
    20,395Equity in net earnings of affiliated companies and
joint venture
    
    
    10,17
    
    
    
    17,431
    
    
    
    1,929
    
    
    
    674Income before taxes and minority interest
    
    
    
    
    
    $
    64,137
    
    
    $
    275,452
    
    
    $
    21,069Income taxes
    
    
    2,22
    
    
    
    56,113
    
    
    
    (4,451
    )
    
    
    Income before minority interest
    
    
    
    
    
    $
    120,250
    
    
    $
    271,001
    
    
    $
    21,069Minority interest
    
    
    23
    
    
    
    (1,723
    )
    
    
    
    
    
    
    Net income
    
    
    
    
    
    $
    118,527
    
    
    $
    271,001
    
    
    $
    21,069Less:Incremental fair value of securities offered to
induce warrants exercise
    
    
    
    
    
    
    
    
    
    
    (4,195
    )
    
    
    Income available to common shareholders
    
    
    
    
    
    $
    118,527
    
    
    $
    266,806
    
    
    $
    21,069Earnings per share, basic
    
    
    
    
    
    $
    1.14
    
    
    $
    2.87
    
    
    $
    0.38Weighted average number of shares, basic
    
    
    21
    
    
    
    104,343,083
    
    
    
    92,820,943
    
    
    
    54,894,402Earnings per share, diluted
    
    
    
    
    
    $
    1.10
    
    
    $
    2.68
    
    
    $
    0.38Weighted average number of shares, diluted
    
    
    21
    
    
    
    107,344,748
    
    
    
    99,429,533
    
    
    
    55,529,688
  F-4




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##### Table of Contents



NAVIOS MARITIME HOLDINGS INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,Note
    
    
    2008
    
    
    2007
    
    
    2006OPERATING ACTIVITIES:Net income
    
    
    
    
    
    $
    118,527
    
    
    $
    271,001
    
    
    $
    21,069Adjustments to reconcile net income to net cash (used in)/
provided by operating activities:Depreciation and amortization
    
    
    8,9
    
    
    
    57,062
    
    
    
    31,900
    
    
    
    37,129Amortization and write-off of deferred financing cost
    
    
    
    
    
    
    2,077
    
    
    
    1,856
    
    
    
    8,004Amortization of deferred dry dock costs
    
    
    
    
    
    
    1,933
    
    
    
    1,687
    
    
    
    1,382Provision for losses on accounts receivable
    
    
    6
    
    
    
    2,668
    
    
    
    
    
    
    
    6,024Unrealized (gain)/loss on FFA derivatives
    
    
    13
    
    
    
    8,220
    
    
    
    (12,232
    )
    
    
    (12,484
    )Unrealized loss on warrants
    
    
    13
    
    
    
    5,282
    
    
    
    
    
    
    
    Unrealized (gain) on foreign exchange contracts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56
    )Unrealized (gain)/loss on interest rate swaps
    
    
    13
    
    
    
    1,874
    
    
    
    1,279
    
    
    
    (85
    )Share based compensation
    
    
    14
    
    
    
    2,694
    
    
    
    566
    
    
    
    Gains on sale of assets/partial sale of subsidiary
    
    
    19
    
    
    
    (27,817
    )
    
    
    (167,511
    )
    
    
    Deferred taxes
    
    
    2, 22
    
    
    
    (56,113
    )
    
    
    4,451
    
    
    
    Earnings in affiliates and joint ventures, net of dividends
received
    
    
    10,17
    
    
    
    (4,517
    )
    
    
    (1,251
    )
    
    
    (92
    )Minority interest
    
    
    23
    
    
    
    1,723
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:(Increase) decrease in restricted cash
    
    
    
    
    
    
    65,839
    
    
    
    (67,473
    )
    
    
    (12,138
    )(Increase) decrease in accounts receivable
    
    
    
    
    
    
    2,473
    
    
    
    (76,016
    )
    
    
    (20,556
    )(Increase) decrease in prepaid expenses and other current assets
    
    
    
    
    
    
    16,704
    
    
    
    (29,811
    )
    
    
    (371
    )(Increase) decrease in due from affiliates
    
    
    
    
    
    
    2,781
    
    
    
    (4,455
    )
    
    
    Increase (decrease) in accounts payable
    
    
    
    
    
    
    (42,154
    )
    
    
    59,946
    
    
    
    23,480Increase (decrease) in accrued expenses
    
    
    
    
    
    
    (10,584
    )
    
    
    20,088
    
    
    
    (527
    )Increase (decrease) in deferred voyage revenue
    
    
    
    
    
    
    (19,737
    )
    
    
    26,398
    
    
    
    (1,486
    )Decrease in long term liability
    
    
    
    
    
    
    13,627
    
    
    
    (341
    )
    
    
    (1,318
    )Increase (decrease) in derivative accounts
    
    
    
    
    
    
    (167,297
    )
    
    
    70,419
    
    
    
    10,937Payments for dry dock and special survey costs
    
    
    
    
    
    
    (3,653
    )
    
    
    (2,426
    )
    
    
    (2,480
    )Net cash (used in)/provided by operating activities
    
    
    
    
    
    
    (28,388
    )
    
    
    128,075
    
    
    
    56,432INVESTING ACTIVITIES:Acquisition of subsidiary, net of cash acquired
    
    
    3
    
    
    
    (107,569
    )
    
    
    (145,436
    )
    
    
    Deposits in escrow in connection with acquisition of subsidiary
    
    
    3
    
    
    
    (2,500
    )
    
    
    
    
    
    
    Proceeds from sale of assets
    
    
    19
    
    
    
    70,088
    
    
    
    353,300
    
    
    
    Receipts from finance lease
    
    
    
    
    
    
    4,843
    
    
    
    9,049
    
    
    
    Deposits for vessel acquisitions
    
    
    8
    
    
    
    (197,853
    )
    
    
    (188,254
    )
    
    
    (2,055
    )Acquisition of vessels
    
    
    8
    
    
    
    (118,814
    )
    
    
    (44,510
    )
    
    
    (108,117
    )Purchase of property and equipment
    
    
    8
    
    
    
    (100,832
    )
    
    
    (600
    )
    
    
    (1,291
    )Net cash used in investing activities
    
    
    
    
    
    
    (452,637
    )
    
    
    (16,451
    )
    
    
    (111,463
    )FINANCING ACTIVITIES:Proceeds from long term loan
    
    
    12
    
    
    
    314,827
    
    
    
    141,914
    
    
    
    117,153Proceeds from senior notes, net of discount
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    297,956Repayment of long term debt and payment of principal
    
    
    12
    
    
    
    (52,563
    )
    
    
    (135,945
    )
    
    
    (340,453
    )Debt issuance costs
    
    
    
    
    
    
    (2,310
    )
    
    
    (3,228
    )
    
    
    (7,775
    )Issuance of common stock
    
    
    18
    
    
    
    6,749
    
    
    
    239,567
    
    
    
    65,453Dividends paid
    
    
    
    
    
    
    (28,588
    )
    
    
    (26,023
    )
    
    
    (15,382
    )Acquisition of treasury stock
    
    
    18
    
    
    
    (51,033
    )
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    
    
    
    
    187,082
    
    
    
    216,285
    
    
    
    116,952Increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    (293,943
    )
    
    
    327,909
    
    
    
    61,921Cash and cash equivalents, beginning of
year/ period
    
    
    
    
    
    
    427,567
    
    
    
    99,658
    
    
    
    37,737Cash and cash equivalents, end of year/period
    
    
    
    
    
    $
    133,624
    
    
    $
    427,567
    
    
    $
    99,658SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest
    
    
    
    
    
    $
    48,570
    
    
    $
    46,423
    
    
    $
    38,917Cash paid for income taxes
    
    
    
    
    
    $
    2,553
    
    
    $
    
    
    
    $
    
 Non-cash investing and financing activities
 
    
    See Notes 8 and 18 for issuance of shares in connection with the acquisition of vessels
    
    See Note 2 for dividends declared but not paid.
    
    See Note 12 for debt assumed in connection with acquisitions of business
    
    See Note 3 for the shares released to the shareholders of Horamar.
  F-5




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##### Table of Contents



NAVIOS MARITIME HOLDINGS INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedNumber of
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    TotalCommon
    
    
    Common
    
    
    Paid-in
    
    
    Retained
    
    
    Comprehensive
    
    
    StockholdersShares
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income/(Loss)
    
    
    EquityBalance December 31, 2005
    
    
    44,239,319
    
    
    $
    4
    
    
    $
    205,593
    
    
    $
    2,161
    
    
    $
    
    
    
    $
    207,758Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,069
    
    
    
    
    
    
    
    21,069Other comprehensive income/(loss):- Change in fair value of financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,987
    )
    
    
    (13,987
    )- Reclassification to earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,171
    
    
    
    4,171Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,253Issuance of common stock in connection with the
acquisition of vessels (Note 8)
    
    
    1,161,535
    
    
    
    
    
    
    
    5,134
    
    
    
    
    
    
    
    
    
    
    
    5,134Issuance of common stock (Note 18)
    
    
    16,687,273
    
    
    
    2
    
    
    
    65,451
    
    
    
    
    
    
    
    
    
    
    
    65,453Dividends declared /paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,382
    )
    
    
    
    
    
    
    (15,382
    )Balance December 31, 2006
    
    
    62,088,127
    
    
    
    6
    
    
    
    276,178
    
    
    
    7,848
    
    
    
    (9,816
    )
    
    
    274,216Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    271,001
    
    
    
    
    
    
    
    271,001Other comprehensive income/(loss):- Change in fair value of financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,939
    )
    
    
    (19,939
    )- Reclassification to earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,816
    
    
    
    9,816Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    260,878Issuance of common stock in connection with the
construction of two vessels (Note 8)
    
    
    1,397,624
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    20,000Issuance of common stock (Note 18)
    
    
    42,779,414
    
    
    
    5
    
    
    
    239,562
    
    
    
    
    
    
    
    
    
    
    
    239,567Stock based compensation expenses (Note 14)
    
    
    147,264
    
    
    
    
    
    
    
    566
    
    
    
    
    
    
    
    
    
    
    
    566Dividends declared/paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,023
    )
    
    
    
    
    
    
    (26,023
    )Balance December 31, 2007
    
    
    106,412,429
    
    
    
    11
    
    
    
    536,306
    
    
    
    252,826
    
    
    
    (19,939
    )
    
    
    769,204Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    118,527
    
    
    
    
    
    
    
    118,527Other comprehensive income/(loss):- Unrealized holding losses on investments in
available for sale securities (Note 24)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,578
    )
    
    
    (22,578
    )- Reclassification to earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,939
    
    
    
    19,939Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115,888Issuance of common stock (Note 18)
    
    
    1,351,368
    
    
    
    
    
    
    
    6,756
    
    
    
    
    
    
    
    
    
    
    
    6,756Acquisition of treasury shares (Note 18)
    
    
    (7,534,870
    )
    
    
    (1
    )
    
    
    (51,032
    )
    
    
    
    
    
    
    
    
    
    
    (51,033
    )Stock based compensation expenses (Note 14)
    
    
    259,857
    
    
    
    
    
    
    
    2,689
    
    
    
    
    
    
    
    
    
    
    
    2,689Dividends declared/ paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,684
    )
    
    
    
    
    
    
    (37,684
    )Balance December 31, 2008
    
    
    100,488,784
    
    
    $
    10
    
    
    $
    494,719
    
    
    $
    333,669
    
    
    $
    (22,578
    )
    
    $
    805,820
  F-6




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##### Table of Contents



NOTE 1: DESCRIPTION OF BUSINESS
       NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 (a)
    
    Basis of presentation:The accompanying consolidated financial
statements are prepared in accordance with accounting principles
generally accepted in the United States of America (US GAAP). Where
necessary, comparative figures have been reclassified to conform to
changes in presentation in the current year.
 F-7




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##### Table of Contents



(b)
    
    Principles of consolidation:The accompanying consolidated
financial statements include the accounts of Navios Maritime Holdings
Inc., a Marshall Islands corporation, and its majority owned
subsidiaries (the Company or Navios Holdings). All significant
inter-company balances and transactions have been eliminated in the
consolidated statements.Subsidiaries:Subsidiaries are those entities in which the Company has an interest of more
than one half of the voting rights or otherwise has power to govern the financial and
operating policies. The purchase method of accounting is used to account for the acquisition
of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given
up, shares issued or liabilities undertaken at the date of acquisition plus costs directly
attributable to the acquisition. The excess of the cost of acquisition over the fair value of
the net tangible and intangible assets acquired and liabilities assumed is recorded as
goodwill.Investments in Affiliates and Joint Ventures:Affiliates are entities over which the
Company generally has between 20% and 50% of the voting rights, or over which the Company has
significant influence, but which it does not exercise control. Joint ventures are entities
over which the Company exercises joint control. Investments in these entities are accounted
for by the equity method of accounting. Under this method the Company records an investment
in the stock of an affiliate or joint venture at cost, and adjusts the carrying amount for
its share of the earnings or losses of the affiliate or joint venture subsequent to the date
of investment and reports the recognized earnings or losses in income. Dividends received
from an affiliate or joint venture; reduce the carrying amount of the investment. When the
Companys share of losses in an affiliate or joint venture equals or exceeds its interest in
the affiliate, the Company does not recognize further losses, unless the Company has incurred
obligations or made payments on behalf of the affiliate or the joint venture.
 Subsidiaries included in the consolidation:
 EffectiveNature /
    
    Ownership
    
    Country of
    
    Statement of operationsCompany Name
    
    Vessel Name
    
    Interest
    
    Incorporation
    
    2008
    
    2007Navios Maritime
Holdings Inc.
    
    Holding Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Navios Corporation
    
    Sub-Holding Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Navios
International Inc.
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Navimax Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Navios Handybulk
Inc.
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Corporacion Navios
SA
    
    Operating Company
    
    100%
    
    Uruguay
    
    
    
    1/1  12/31Hestia Shipping Ltd.
    
    Operating Company
    
    100%
    
    Malta
    
    1/1  12/31
    
    1/1  12/31Anemos Maritime
Holdings Inc.
    
    Sub-Holding Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Navios
ShipManagement Inc.
    
    Management Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31NAV Holdings Limited
    
    Sub-Holding Company
    
    100%
    
    Malta
    
    1/1  12/31
    
    2/2  12/31Kleimar N.V.
    
    Operating company/Vessel
Owning Company
    
    100%
    
    Belgium
    
    1/1  12/31
    
    2/2  12/31Kleimar Ltd.
    
    Operating company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    9/13  12/31Bulkinvest S.A.
    
    Operating company
    
    100%
    
    Luxembourg
    
    1/1  12/31
    
    2/2  12/31Navios Maritime
Acquisition
Corporation
    
    Sub-Holding company
    
    100%
    
    Marshall Is.
    
    3/14  6/30
    
    Primavera Shipping
Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    10/15  12/31
    
    Ginger Services Co.
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    12/22  12/31
    
    
 F-8




---



##### Table of Contents



EffectiveNature /
    
    Ownership
    
    Country of
    
    Statement of operationsCompany Name
    
    Vessel Name
    
    Interest
    
    Incorporation
    
    2008
    
    2007Astra Maritime
Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    10/15  12/31
    
    Achilles Shipping
Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Apollon Shipping
Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Herakles Shipping Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Hios Shipping
Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Ionian Shipping
Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Kypros Shipping
Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Meridian Shipping
Enterprises Inc.
    
    Navios Meridian
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Mercator Shipping
Corporation
    
    Navios Mercator
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Libra Shipping
Enterprises
Corporation
    
    Navios Libra II
    
    100%
    
    Marshall Is.
    
    
    
    1/1  11/15Alegria Shipping
Corporation
    
    Navios Alegria
    
    100%
    
    Marshall Is.
    
    
    
    1/1  11/15Felicity Shipping
Corporation
    
    Navios Felicity
    
    100%
    
    Marshall Is.
    
    
    
    1/1  11/15Gemini Shipping
Corporation
    
    Navios Gemini S
    
    100%
    
    Marshall Is.
    
    
    
    1/1  11/15Arc Shipping
Corporation
    
    Navios Arc
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Galaxy Shipping
Corporation
    
    Navios Galaxy I
    
    100%
    
    Marshall Is.
    
    
    
    1/1  11/15Horizon Shipping
Enterprises
Corporation
    
    Navios Horizon
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Magellan Shipping
Corporation
    
    Navios Magellan
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Aegean Shipping
Corporation
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Star Maritime
Enterprises
Corporation
    
    Navios Star
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31Aurora Shipping
Enterprises Ltd.
    
    Navios Aurora I
    
    100%
    
    Marshall Is.
    
    1/21  6/30
    
    Corsair Shipping Ltd.
    
    Navios Ulysses
    
    100%
    
    Marshall Is
    
    6/11  12/31
    
    Rowboat Marine Inc.
    
    Navios Vega
    
    100%
    
    Marshall Is
    
    6/11  12/31
    
    Hyperion Enterprises
Inc.
    
    Navios Hyperion
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    2/26  12/31Beaufiks Shipping
Corporation
    
    Vessel Owning
Company
    
    100%
    
    Marshall Is
    
    6/19  12/31
    
    Sagittarius Shipping
Corporation
    
    Vessel Owning
Company
    
    100%
    
    Marshall Is.
    
    3/6  12/31
    
    Nostos Shipmanagement
Corp. (i)
    
    Vessel Owning
Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    7/4  12/31Portorosa Marine
Corporation (i)
    
    Navios Happiness
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    7/4  12/31Shikhar Ventures S.A
(i)
    
    Vessel Owning
Company
    
    100%
    
    Liberia
    
    1/1  12/31
    
    12/12  12/31Sizzling Ventures Inc.
    
    Operating company
    
    100%
    
    Liberia
    
    1/1  12/31
    
    12/12  12/31Rheia Associates Co.
    
    Operating company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    12/12  12/31Taharqa Spirit Corp.
    
    Operating company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    12/12  12/31Rumer Holding Ltd.(i)
    
    Vessel Owning
Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    12/10  12/31Chilali Corp.(i)
    
    Vessel Owning
Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    12/10  12/31Pharos Navigation
S.A.(i)
    
    Vessel Owning
Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    12/11  12/31Pueblo Holdings Ltd.
(i)
    
    Navios Lumen
    
    100%
    
    Marshall Is.
    
    8/8  12/31
    
    Surf Maritime Co. (i)
    
    Navios Pollux
    
    100%
    
    Marshall Is.
    
    8/8  12/31
    
    Quena Shipmanagement
Inc.
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    7/29  12/31
    
    Orbiter Shipping Corp.
    
    Navios Orbiter
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    9/13  12/31White Narcissus
Marine S.A.
    
    Navios Asteriks
    
    100%
    
    Panama
    
    1/1  12/31
    
    4/19  12/31
 F-9




---



##### Table of Contents



EffectiveNature /
    
    Ownership
    
    Country of
    
    Statement of operationsCompany Name
    
    Vessel Name
    
    Interest
    
    Incorporation
    
    2008
    
    2007Navios G.P. L.L.C.
    
    Operating Company
    
    100%
    
    Marshall Is.
    
    1/1  12/31
    
    8/7  12/31Navios South American
Logistics Inc.
    
    Sub-Holding Company
    
    100%
    
    Marshall Is.
    
    
    
    12/17  12/31Navios Maritime
Partners L.P.
    
    Sub-Holding Company
    
    100%
    
    Marshall Is.
    
    
    
    8/7  11/15Prosperity Shipping
Corporation
    
    Navios Prosperity
    
    100%
    
    Marshall Is.
    
    
    
    10/8  11/15Aldebaran Shipping
Corporation
    
    Navios Aldebaran
    
    100%
    
    Marshall Is.
    
    
    
    10/8  11/15Fantastiks Shipping
Corporation
    
    Navios Fantastiks
    
    100%
    
    Marshall Is.
    
    
    
    10/23  11/15
 F-10




---



##### Table of Contents



EffectiveNature /
    
    Ownership
    
    Country of
    
    Statement of operationsCompany Name
    
    Vessel Name
    
    Interest
    
    Incorporation
    
    2008
    
    2007Navios South American Logistics
and Subsidiaries:Navios South
American Logistics
Inc.
    
    Sub-Holding Company
    
    65.48%
    
    Marshal Is.
    
    1/1  12/31
    
    Corporacion Navios
SA
    
    Operating Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    Nauticler SA
    
    Sub-Holding Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    Compania Naviera
Horamar SA
    
    Operating Company
    
    65.48%
    
    Argentina
    
    1/1  12/31
    
    Compania de
Transporte Fluvial
Int SA
    
    Operating Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    Ponte Rio SA
    
    Operating Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    Thalassa Energy SA
    
    Barges Owning
Company
    
    40.93%
    
    Argentina
    
    1/1  12/31
    
    HS Tankers Inc. (ii)
    
    Vessel Owning
Company
    
    33.39%
    
    Panama
    
    1/1  12/31
    
    HS Navegation Inc.
    
    Estefania
    
    33.39%
    
    Panama
    
    1/1  12/31
    
    HS Shipping Ltd Inc.
    
    Malva H
    
    40.93%
    
    Panama
    
    1/1  12/31
    
    HS South Inc. (ii)
    
    Vessel Owning
Company
    
    40.93%
    
    Panama
    
    1/1  12/31
    
    Mercopar
Internacional S.A.
    
    Holding Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    Nagusa
Internacional S.A.
    
    Holding Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    Hidrovia OSR
Internacional S.A.
    
    Holding Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    Petrovia
Internacional S.A.
    
    Holding Company
    
    65.48%
    
    Uruguay
    
    1/1  12/31
    
    Mercopar S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    Navegation Guarani
S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    Hidrovia OSR S.A.
    
    Oil Spill Response
& Salvage Services
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    Petrovia S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    Mercofluvial S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    Petrolera San
Antonio S.A.
(PETROSAN)
    
    Oil Storage Plant
and Dock Facilities
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    Flota Mercante
Paraguaya S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    Compania de
Transporte Fluvial
S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    Hidrogas S.A.
    
    Shipping Company
    
    65.48%
    
    Paraguay
    
    1/1  12/31
    
    Stability Oceanways
S.A.
    
    Shipping Company
    
    65.48%
    
    Panama
    
    4/16  12/31
    
    
 
 (i)
    
    Each company has the rights over a shipbuilding contract of a Capesize vessel. (Note 8)(ii)
    
    Each company has the rights over shipbuilding contract of a tanker vessel. F-11




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##### Table of Contents



Affiliates included in the financial statements accounted for under the equity method:
 Nature /
    
    Ownership
    Country of
    Statement of operationsCompany Name
    
    Vessel Name
    
    Interest
    
    Incorporation
    
    2008
    
    2007Navios Maritime
Partners L.P.
    
    Sub-Holding Company
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31Navios Maritime
Operating L.L.C.
    
    Operating Company
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31Libra Shipping
Enterprises
Corporation
    
    Navios Libra II
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31Alegria Shipping
Corporation
    
    Navios Alegria
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31Felicity Shipping
Corporation
    
    Navios Felicity
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31Gemini Shipping
Corporation
    
    Navios Gemini S
    
    37.1%
    
    Marshal Is.
    
    1/1  12/31
    
    11/16  12/31Galaxy Shipping
Corporation
    
    Navios Galaxy I
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31Prosperity Shipping
Corporation
    
    Navios Prosperity
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31Fantastiks Shipping
Corporation
    
    Navios Fantastiks
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31Aldebaran Shipping
Corporation
    
    Navios Aldebaran
    
    37.1%
    
    Marshall Is.
    
    1/1  12/31
    
    11/16  12/31Aurora Shipping
Enterprises Ltd.
    
    Navios Aurora I
    
    37.1%
    
    Marshall Is.
    
    7/1  12/31
    
    Acropolis
Chartering &
Shipping Inc.
    
    Brokerage Company
    
    50%
    
    Liberia
    
    1/1  12/31
    
    1/1  12/31Navios Maritime
Acquisition
Corporation
    
    Sub-Holding Company
    
    19%
    
    Marshall Is.
    
    7/1  12/31
    
    
 (c)
    
    Use of estimates:The preparation of consolidated financial
statements in conformity with the accounting principles generally
accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities as
of the dates of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. On an on-going
basis, management evaluates the estimates and judgments, including
those related to uncompleted voyages, future drydock dates, the
carrying value of investments in affiliates, the selection of useful
lives for tangible assets, expected future cash flows from long-lived
assets to support impairment tests, provisions necessary for accounts
receivables, provisions for legal disputes, pension benefits, and
contingencies. Management bases its estimates and judgments on
historical experience and on various other factors that are believed
to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual
results could differ from those estimates under different assumptions
and/or conditions.(d)
    
    Cash and Cash equivalents:Cash and cash equivalents consist of
cash on hand, deposits held on call with banks, and other short-term
liquid investments with original maturities of three months or less.(e)
    
    Restricted cash:Restricted cash consists of the restricted portion
of derivative base and margin collaterals with NOS ASA, a Norwegian
clearing house, and cash retention accounts which are restricted for
use as general working capital unless such balances exceed installment
and interest payments due to vessels lenders. A portion of the
amounts on deposit with NOS ASA and LCH are held as base and margin
collaterals on active trades. As of December 31, 2008 and 2007, the
restricted balance with NOS ASA was $1,586 and $36,068, respectively
and with LCH was $9,993 and $41,404 respectively.Also included in restricted cash as of December 31, 2008 and 2007 are amounts held as
security in the form of letters of guarantee or letters of credit totaling $1,534 and $668,
respectively. In addition at December 31, 2008 and 2007 restricted cash includes $4,745 and
$5,557 held in retention accounts related to collateral for interest rate swaps and accrued
interest and capital on loans.
 F-12




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##### Table of Contents



(f)
    
    Insurance claims:Insurance claims at each balance sheet date
consist of claims submitted wand/or claims in the process of
compilation or submission (claims pending). They are recorded on the
accrual basis and represent the claimable expenses, net of applicable
deductibles, incurred through December 31 of each reported period,
which are expected to be recovered from insurance companies. Any
remaining costs to complete the claims are included in accrued
liabilities. The classification of insurance claims into current and
non-current assets is based on managements expectations as to their
collection dates.(g)
    
    Inventories:Inventories, which are comprised of lubricants and
stock provisions on board the owned vessels, are valued at the lower
of cost or market as determined on the first in first out basis or
market value.(h)
    
    Vessel, Port Terminal. Tanker Vessels, Barges, Push boats and Other
Fixed Assets, net:Vessels, port terminal, tanker vessels, barges,
push boats and other fixed assets acquired as parts of business
combination would be recorded at fair market value on the date of
acquisition. Vessels acquired as asset acquisitions would be stated at
historical cost, which consists of the contract price, any material
expenses incurred upon acquisition (improvements and delivery
expenses). Subsequent expenditures for major improvements and
upgrading are capitalized, provided they appreciably extend the life,
increase the earning capacity or improve the efficiency or safety of
the vessels. The cost and related accumulated depreciation of assets
retired or sold are removed from the accounts at the time of sale or
retirement and any gain or loss is included in the accompanying
consolidated statements of operations.Expenditures for routine maintenance and repairs are expensed as incurred.Depreciation is computed using the straight line method over the useful life of the vessels,
after considering the estimated residual value. Management estimates the useful life of the
Companys vessels to be 25 years from the vessels original construction. However, when
regulations place limitations over the ability of a vessel to trade on a worldwide basis, its
useful life is re-estimated to end at the date such regulations become effective.Annual depreciation rates used, which approximate the useful life of the assets are:
 Port facilities and transfer station
    
    3 to 40 yearsTanker vessels, barges and push boats
    
    15 to 44 yearsFurniture, fixtures and equipment
    
    3 to 10 yearsComputer equipment and software
    
    5 yearsLeasehold improvements
    
    6 years
 (i)
    
    Fixed assets under construction:This represents amounts expended by
the Company in accordance with the terms of the purchase agreements for
the construction of long-lived fixed assets. Interest costs incurred
during the construction (until the asset is substantially complete and
ready for its intended use) are capitalized. Capitalized interest for the
year ended December 31, 2008 amounted to $4,387 ($54 and $0 for the years
ended December 31, 2007 and 2006). In September 2008, the Company began
construction of a new silo at its port facility in Uruguay which is
expected to be fully operational by the second quarter of 2009. As of December 31, 2008,
the Company paid an amount of $4,770 for the construction of the new
silo.
 F-13




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##### Table of Contents



(j)
    
    Assets Held for Sale:It is the Companys policy to dispose of vessels
and other fixed assets when suitable opportunities occur and not
necessarily to keep them until the end of their useful life. The Company
classifies assets and disposal groups as being held for sale in
accordance with SFAS No. 144, Accounting for the Impairment or the
Disposal of Long-Lived Assets, when the following criteria are met:
management has committed to a plan to sell the asset (disposal group);
the asset (disposal group) is available for immediate sale in its present
condition; an active program to locate a buyer and other actions required
to complete the plan to sell the asset (disposal group) have been
initiated; the sale of the asset (disposal group) is probable, and
transfer of the asset (disposal group) is expected to qualify for
recognition as a completed sale within one year; the asset (disposal
group) is being actively marketed for sale at a price that is reasonable
in relation to its current fair value and actions required to complete
the plan indicate that it is unlikely that significant changes to the
plan will be made or that the plan will be withdrawn. Long-lived assets
or disposal groups classified as held for sale are measured at the lower
of their carrying amount or fair value less cost to sell. These assets
are not depreciated once they meet the criteria to be held for sale. No
assets were classified as held for sale in any of the periods presented.(k)
    
    Impairment of Long Lived Assets:Vessels, other fixed assets and other
long lived assets held and used by Navios Holdings are reviewed
periodically for potential impairment whenever events or changes in
circumstances indicate that the carrying amount of a particular asset may
not be fully recoverable. In accordance with FAS 144, Navios Holdings
management evaluates the carrying amounts and periods over which
long-lived assets are depreciated to determine if events or changes in
circumstances have occurred that would require modification to their
carrying values or useful lives. In evaluating useful lives and carrying
values of long-lived assets, certain indicators of potential impairment,
are reviewed such as undiscounted projected operating cash flows, vessel
sales and purchases, business plans and overall market conditions.
Undiscounted projected net operating cash flows are determined for each
vessel and compared to the vessel carrying value. In the event that
impairment occurred, the fair value of the related asset is determined
and an impairment charge is recorded to operations calculated by
comparing the assets carrying value to the estimated fair market value.
Fair market value is estimated primarily through the use of third-party
valuations performed on an individual vessel basis. For the purposes of
assessing impairment, long-lived assets are grouped at the lowest levels
for which there are separately identifiable cash flows.During the fourth quarter of fiscal 2008, management concluded that
events occurred and circumstances had changes, which may indicate the
existence of potential impairment of Navios Holdings long-lived assets.
These indicators included a significant decline in Navios Holdings stock
price, continued deterioration in the spot market, and the related,
impact the current drybulk sector has on managements expectation for
future revenues. As a result, an interim impairment assessment of
long-lived assets is performed. Unless these indicators improve, it is
likely that an interim impairment analysis will be required to be
performed in future quarters.The interim testing was a review of the undiscounted projected net
operating cash flows for each vessel compared to the carrying value. The
significant factors and assumptions used in the undiscounted projected
net operating cash flow analysis included: earnings, dry docking off-hire
costs and operating expenses. Earnings assumptions were based on time
charter rates and forward market rates for future periods where the
vessels are not yet fixed. Operating expenses per day of $4,563 was used
for each owned Panamax and Handymax vessels bearing an annual increase of
3% thereafter. The assessment concluded that step two of the impairment
analysis was not required and no impairment of vessels existed as of
December 31, 2008, as the undiscounted projected net operating cash flows
exceeded the carrying value.Although the management believes the underlying assumptions supporting
this assessment are reasonable, if charter rate trends and the length of
the current market downturn, vary significantly from our forecasts, the
management may be required to perform step two of the impairment analysis
in the future that could expose Navios Holdings to material impairment
charges in the future.No impairment loss was recognized for any of the periods presented.
 F-14




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##### Table of Contents



(l)
    
    Deferred Dry-dock and Special Survey Costs:The Companys vessels,
barges and push boats are subject to regularly scheduled dry-docking and
special surveys which are carried out every 30, 60, and 84 months for
vessels and barges and push boats, respectively to coincide with the
renewal of the related certificates issued by the Classification
Societies, unless a further extension is obtained in rare cases and under
certain conditions. The costs of dry-docking and special surveys is
deferred and amortized over the above periods or to the next dry-docking
or special survey date if such has been determined. Unamortized
dry-docking or special survey costs of vessels, barges and push boats
sold are written off to income in the year the vessel, barge or push boat
is sold.This cost is determined by reference to the estimated economic benefits to be derived until
the next dry-docking or special survey. For each of the years ended December 31, 2008, 2007
and 2006, the amortization was $1,933, $1,687, and $1,382, respectively. Accumulated
amortization as of December 31, 2008 and 2007 was $3,028 and $1,003, respectively.(m)
    
    Asset Retirement Obligation:In accordance with SFAS No. 143,
Accounting for Asset Retirement Obligations the Company recorded a
legal obligation associated with the retirement of a tangible long
lived asset in the period in which it is incurred. At December 31,
2008 and 2007, the asset balance was $20 and $22, respectively. At
December 31, 2008 and 2007, the liability balance associated with the
lease of port terminal was $37 and $35, respectively.(n)
    
    Deferred Financing Costs:Deferred financing costs include fees,
commissions and legal expenses associated with obtaining loan
facilities. These costs are amortized over the life of the related
debt using the effective interest rate method, and are included in
interest expense. Amortization and write offs for each of the years
ended December 31, 2008, 2007 and 2006 was $2,077, $1,856 and $8,004,
respectively.(o)
    
    Goodwill and Other Intangibles:As required by SFAS No. 142
Goodwill and Other Intangible Assets, goodwill acquired in a
business combination initiated after June 30, 2001 is not to be
amortized. Similarly, intangible assets with indefinite lives are not
amortized. Rather, SFAS 142 requires that goodwill be tested for
impairment at least annually and written down with a charge to
operations if the carrying amount exceeds the estimated fair value.The Company evaluates impairment of goodwill using a two-step process. First, the aggregate
fair value of the reporting unit is compared to its carrying amount, including goodwill. The
Company determines the fair value based on a combination of discounted cash flow analysis and
an industry market multiple.If the fair value exceeds the carrying amount, no impairment exists. If the carrying amount
of the reporting unit exceeds the fair value, then the Company must perform the second step
in order to determine the implied fair value of the reporting units goodwill and compare it
with its carrying amount. The implied fair value is determined by allocating the fair value
of the reporting unit to all the assets and liabilities of that unit, as if the unit had been
acquired in a business combination and the fair value of the unit was the purchase price. If
the carrying amount of the goodwill exceeds the implied fair value, then goodwill impairment
is recognized by writing the goodwill down to the implied fair value.During the fourth quarter of fiscal year 2008, management concluded that events occurred and
circumstances had changed, which may indicate the existence of potential impairment of Navios
Holdings goodwill. These indicators included a significant decline in Navios Holdings stock
price, continued deterioration in the spot market, and the related impact the current drybulk
sector has on managements expectation for future revenues. As a result, an interim
impairment assessment of goodwill was performed. Unless these indicators improve, it is
likely that an interim impairment analysis will be required to be performed in future
quarters.The interim testing was a review of the fair market value of the Company as compared to the
carrying value of its assets using a discounted cash flow model. The significant factors and
assumptions the Company used in its discounted cash flow analysis included: EBITDA, the
discount rate used to calculate the present value of future cash flows and future capital
expenditures. EBITDA assumptions included forward charter rates, general and administrative
expense growth assumptions, and direct vessel expenses growth
assumptions. The Companys assessment concluded that step 2 was not required and no impairment of goodwill existed in any of the periods presented as the fair value exceeded carrying value. Although the Company
believes its underlying assumptions supporting this assessment are reasonable, if the
Companys actual revenue, direct vessel expenses, and general and administrative expenses,
vary significantly from its forecasts, the Company may be required to perform a step two
analysis in the future that could expose the Company to material impairment charges in the
future.
 F-15




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The Company also considered as an indicator of fair market value its total market
capitalization based on the trading price of its common stock as of December 31, 2008.
However, given the extreme volatility in the stock market during the quarter ended December
31, 2008, as well as the impact that the credit crisis and the recession had on the stock
market during that period, management concluded that it was appropriate to place more
reliance on fair market value as calculated by the Companys discounted cash flow model in
evaluating goodwill impairment, rather than the total market capitalization.No impairment loss was recognized for any of the periods presented.The fair value of the trade name was determined based on the relief from royalty method
which values the trade name based on the estimated amount that a company would have to pay in
an arms length transaction in order to use that trade name. The asset is being amortized
under the straight line method over 32 years. The fair value of customer relationships was
determined based on the excess earnings method, which relies upon the future cash flow
generating ability of the asset. The asset is amortized under the straight line method over
20 years. Other intangibles that are being amortized, such as the amortizable portion of
favorable leases, port terminal operating rights, backlog assets and liabilities, would be
considered impaired if their fair market value could not be recovered from the future
undiscounted cash flows associated with the asset. Vessel purchase options, which are
included in favorable lease terms, are not amortized and would be considered impaired if the
carrying value of an option, when added to the option price of the vessel, exceeded the fair
market value of the vessel.The weighted average amortization periods for intangibles are:
 Intangible assets/liabilities
    
    YearsTrade name
    
    
    21.0Favorable lease terms (*)
    
    
    6.6Unfavorable lease terms (**)
    
    
    4.7Port terminal operating rights
    
    
    30.0Customer relationships
    
    
    20.0Backlog asset  port terminal
    
    
    3.6
 
 (*)
    
    The intangible asset associated with the
favorable lease terms includes an amount of
$57,187 related to purchase options for the
vessels. This amount is not amortized and
should the purchase options be exercised,
any unamortized portion of this asset will
be capitalized as part of the cost of the
vessel and will be depreciated over the
remaining useful life of the vessel (Note
9). As of December 31, 2008 and 2007,
$16,545 and $8,585 respectively, had been
transferred to the acquisition cost of
vessels.(**)
    
    The intangible liability
associated with the unfavorable
lease terms includes an amount
of $15,890 related to purchase
options held by third parties.
This amount is not amortized and
if exercised by the third party
the liability will be included
in the calculation of the gain
or loss of the related vessel.
As of December 31, 2008 and
2007, no purchase options held
by third parties have been
exercised. F-16




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##### Table of Contents



(p)
    
    Foreign Currency Translation:The Companys
functional and reporting currency is the US Dollar. The
Company engages in worldwide commerce with a variety of
entities. Although, its operations may expose it to
certain levels of foreign currency risk, its
transactions are predominantly US dollar denominated.
Additionally, the Companys subsidiaries in Uruguay,
Argentina and Paraguay transact a nominal amount of
their operations in Uruguayan pesos, Argentinean pesos
and Guaranies whereas the Companys wholly-owned vessel
subsidiaries and the vessel management subsidiary
transact a nominal amount of their operations in Euros;
however, all of the subsidiaries primary cash flows are
US dollar denominated. Transactions in currencies other
than the functional currency are translated at the
exchange rate in effect at the date of each transaction.
Differences in exchange rates during the period between
the date a transaction denominated in a foreign currency
is consummated and the date on which it is either
settled or translated, are recognized in the statement
of income. The foreign currency exchange gains/(losses)
recognized in the consolidated statement of income for
each of the years ended December 31, 2008, 2007 and
2006, were $(11), $(104) and $219, respectively.(q)
    
    Provisions:The Company, in the ordinary course of
business, is subject to various claims, suits and
complaints. Management, in consultation with internal
and external advisers, will provide for a contingent
loss in the financial statements if the contingency had
been incurred at the date of the financial statements
and the amount of the loss can be reasonably estimated.
In accordance with SFAS No. 5, Accounting for
Contingencies, as interpreted by the FASB
Interpretation No. 14, Reasonable Estimation of the
Amount of a Loss, if the Company has determined that
the reasonable estimate of the loss is a range and there
is no best estimate within the range, the Company will
provide the lower amount of the range. See Note 15,
Commitments and Contingencies for further
discussion.The Company participates in Protection and Indemnity (P&I) insurance plans provided by mutual
insurance associations known as P&I clubs. Under the terms of these plans, participants may
be required to pay additional premiums (supplementary calls) to fund operating deficits
incurred by the clubs (back calls). Obligations for back calls are accrued annually based
on information provided by the clubs.Provisions for estimated losses on uncompleted voyages and vessels time chartered to others
are provided for in the period in which such losses are determined. At December 31, 2008, the
balance for provision for loss making voyages in progress was $2,339 (2007: $12,395).(r)
    
    Segment Reporting:The Company accounts for its segments in
accordance with SFAS No. 131, Disclosure about Segments of an
Enterprise and Related Information. SFAS No. 131 requires
descriptive information about its reportable operating segments.
Operating segments, as defined, are components of an enterprise about
which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance. Following the
acquisition of Horamar and the formation of Navios Logistics, the
Company has renamed its Port Terminal Segment to Logistics Segment, to
include the activities of Horamar which provides similar products and
services in the region that Navios existing port facility currently
operates. Based on the Companys methods of internal reporting and
management structure, the Company has two reportable segments: Vessel
Operations and Logistic Business.(s)
    
    Revenue and Expense Recognition:Revenue Recognition:Revenue is recorded when services are rendered, the Company has a
signed charter agreement or other evidence of an arrangement, the price is fixed or
determinable, and collection is reasonably assured. The Company generates revenue from the
following sources, (1) transportation of cargo, (2) time charter of vessels and, (3) port
terminal operations.Voyage revenues for the transportation of cargo are recognized ratably over the estimated
relative transit time of each voyage. A voyage is deemed to commence when a vessel is
available for loading and is deemed to end upon the completion of the discharge of the
current cargo. Estimated losses on voyages are provided for in full at the time such losses
become evident. Under a voyage charter, we agree to provide a vessel for the transportation
of specific goods between specific ports in return for payment of an agreed upon freight rate
per ton of cargo.
 F-17




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Revenues from time chartering of vessels are accounted for as operating leases and are thus
recognized on a straight line basis as the average revenue over the rental periods of such
charter agreements, as service is performed, except for loss generating time charters, in
which case the loss is recognized in the period when such loss is determined. A time charter
involves placing a vessel at the charterers disposal for a period of time during which the
charterer uses the vessel in return for the payment of a specified daily hire rate. Short
period charters for less than three months are referred to as spot-charters. Charters
extending three months to a year are generally referred to as medium term charters. All other
charters are considered long term. Under time charters, operating cost such as for crews,
maintenance and insurance are typically paid by the owner of the vessel.Revenues from port terminal operations consist of an agreed flat fee per ton and cover the
services performed to unload barges (or trucks), transfer the product into the silos for
temporary storage and then loading the ocean-going vessels. Revenues are recognized upon
completion of loading the ocean-going vessels. Additionally, fees are charged for vessel
dockage and for storage time in excess of contractually specified terms. Dockage revenues are
recognized ratably up to completion of loading. Storage fees are assessed and recognized when
the product remains in the silo storage beyond the contractually agreed time allowed. Storage
fee revenue is recognized ratably over the storage period and ends when the product is loaded
onto the ocean-going vessel.Forward Freight Agreements (FFAs):Realized gains or losses from FFAs are recognized
monthly concurrent with cash settlements. In addition, quarterly the FFAs are marked to
market to determine the fair values which generate unrealized gains or losses. Trading of
FFAs could lead to material fluctuations in the Companys reported results from operations on
a period to period basis. See Note 13.Deferred Voyage Revenue:Deferred voyage revenue primarily relates to cash received from
charterers prior to it being earned. These amounts are recognized as revenue over the voyage
or charter period.Time Charter, Voyage and Port Terminal Expense:Time charter and voyage expenses comprise
all expenses related to each particular voyage, including time charter hire paid and voyage
freight paid, bunkers, port charges, canal tolls, cargo handling, agency fees and brokerage
commissions. Also included in time charter and voyage expenses are charterers liability
insurances, provision for losses on time charters and voyages in progress at year-end, direct
port terminal expenses and other miscellaneous expenses.Direct Vessel Expense:Direct vessel expenses consist of all expenses relating to the
operation of vessels, including crewing, repairs and maintenance, insurance, stores and
lubricants and miscellaneous expenses such as communications and amortization of dry-docking
and special survey costs.Prepaid Voyage Costs:Prepaid voyage costs relate to cash paid in advance for expenses
associated with voyages. These amounts are recognized as expense over the voyage or charter
period.(t)
    
    Employee benefits:Pension and retirement obligations-crew:The Companys ship-owning subsidiary companies
employ the crew on board under short-term contracts (usually up to nine months) and,
accordingly, they are not liable for any pension or post-retirement benefits.Provision for employees severance and retirement compensation:The employees in the
Companys office in Greece are protected by Greek labor law. Accordingly, compensation is
payable to such employees upon dismissal or retirement. The amount of compensation is based
on the number of years of service and the amount of remuneration at the date of dismissal or
retirement. If the employees remain in the employment of the Company until normal retirement
age, they are entitled to retirement compensation which is equal to 40% of the compensation
amount that would be payable if they were dismissed at that time. The number of employees
that will remain with the Company until retirement age is not known. The Company is required to
annually value the statutory terminations indemnities liability. Management obtains a
valuation from independent actuaries to assist in the calculation of the benefits. The
Company provides, in full, for the employees termination indemnities liability. This
liability amounted to $305 and $141 at December 31, 2008 and 2007, respectively.
 F-18




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U.S. Retirement savings plan:The Company sponsors a 401(k) retirement savings plan, which
is categorized as a defined contribution plan. The plan is available to full time employees
who meet the plans eligibility requirements. The plan permits employees to make
contributions up to 15% of their annual salary with the Company matching up to the first 6%.
The Company makes monthly contributions (matching contributions) to the plan based on amounts
contributed by employees. Subsequent to making the matching contributions, the Company has no
further obligations. The Company may make an additional discretionary contribution annually
if such a contribution is authorized by the Board of Directors. The plan is administered by
an independent professional firm that specializes in providing such services. See Note 14.Other post-retirement obligations:The Company has a legacy pension arrangement for
certain Bahamian, Uruguayan and former Navios Corporation employees. The entitlement to these
benefits is only to these former employees. The expected costs of these benefits are accrued
each year, using an accounting methodology similar to that for defined benefit pension plans.
These obligations are valued annually by independent actuaries.Stock-based compensation:On October 18, 2007 and December 16, 2008, the Compensation
Committee of the Board of Directors authorized the issuance of restricted stock and stock
options in accordance with the Companys stock option plan for its employees, officers and
directors. The Company awarded restricted stock to its employees, officers and directors and
stock options to its executives and directors, based on service conditions only, which vest
over two years and three years, respectively.The fair value of stock option grants is determined with reference to option pricing models,
principally adjusted Black-Scholes models. The fair value of restricted stock grants is
determined by reference to the quoted stock price on the date of grant. Compensation expense,
net of estimated forfeitures, is recognized based on a graded expense model over the vesting
period.(u)
    
    Financial Instruments:Financial instruments carried on the balance
sheet include cash and cash equivalents, trade receivables and
payables, other receivables and other liabilities, long-term debt and
capital leases. The particular recognition methods applicable to each
class of financial instrument are disclosed in the applicable
significant policy description of each item, or included below as
applicable.Financial risk management:The Companys activities expose it to a variety of financial
risks including fluctuations in future freight rates, time charter hire rates, and fuel
prices, credit and interest rates risk. Risk management is carried out under policies
approved by executive management. Guidelines are established for overall risk management, as
well as specific areas of operations.Credit risk:The Company closely monitors its exposure to customers and counter-parties
for credit risk. The Company has policies in place to ensure that it trades with customers
and counterparties with an appropriate credit history. Derivative counter-parties and cash
transactions are limited to high quality credit financial institutions.Interest rate risk:The Company is party to interest rate swap agreements. The purpose of
the agreements is to reduce exposure to fluctuations in interest rates. Any differential to
be paid or received on an interest rate swap agreement is recognized as a component of other
income or expense over the period of the agreement. Gains and losses on early termination of
interest rate swaps are taken to the consolidated statement of operations. The effective
portion of changes in the fair value of interest rate swap agreements that are designated and
qualify as cash flow hedges are recognized in equity. The gain or loss relating to the
ineffective portion is recognized in the statement of operations.
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Liquidity risk:Prudent liquidity risk management implies maintaining sufficient cash and
marketable securities, the availability of funding through an adequate amount of committed
credit facilities and the ability to close out market positions. The Company monitors cash
balances adequately to meet working capital needs.Foreign exchange risk:Foreign currency transactions are translated into the measurement
currency rates prevailing at the dates of transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation of monetary
assets and liabilities denominated in foreign currencies are recognized in the statement of
operations.Accounting for derivative financial instruments and hedging activities:The Company enters into dry bulk shipping FFAs as economic hedges relating to identifiable
ship and or cargo positions and as economic hedges of transactions the Company expects to
carry out in the normal course of its shipping business. By utilizing certain derivative
instruments, including dry bulk shipping FFAs, the Company manages the financial risk
associated with fluctuating market conditions. In entering into these contracts, the Company
has assumed the risk that might arise from the possible inability of counterparties to meet
the terms of their contracts.The Company also trades dry bulk shipping FFAs which are cleared through NOS ASA, a Norwegian
clearing house and LCH the London clearing house. NOS ASA and LCH call for both base and
margin collaterals, which are funded by Navios Holdings, and which in turn substantially
eliminate counterparty risk. Certain portions of these collateral funds may be restricted at
any given time as determined by NOS ASA and LCH.At the end of each calendar quarter, the fair value of dry bulk shipping FFAs traded
over-the-counter are determined from an index published in London, United Kingdom and the
fair value of those FFAs traded with NOS ASA and LCH are determined from the NOS and LCH
valuations accordingly.Pursuant to SFAS 133, the Company records all of its derivative financial instruments and
hedges as economic hedges except for those qualifying for hedge accounting. Gains or losses
of instruments qualifying for hedge accounting as cash flow hedges are reflected under
Accumulated Other Comprehensive Income/(Loss) in stockholders equity, while those
instruments that do not meet the criteria for hedge accounting are reflected in the statement
of operations. For FFAs that qualify for hedge accounting the changes in fair values of the
effective portion representing unrealized gain or losses are recorded under Accumulated
Other Comprehensive Income/(Loss) in the stockholders equity while the unrealized gains or
losses of the FFAs not qualifying for hedge accounting together with the ineffective portion
of those qualifying for hedge accounting, are recorded in the statement of operations under
Gain/(Loss) on Forward Freight Agreements. The gains/(losses) included in Accumulated
Other Comprehensive Income/(Loss) are being reclassified to earnings under Revenue in the
statement of operations in the same period or periods during which the hedged forecasted
transaction affects earnings. The reclassification to earnings commenced in the third quarter
of 2006 and extended until December 31, 2008, depending on the period or periods during which
the hedged forecasted transactions affected earnings. All of the amount included in
Accumulated Other Comprehensive Income/(Loss) had been reclassified to earnings as of
December 31, 2008. For the years ended December 31, 2008, 2007 and 2006, $19,939 and $9,816
and $4,171 losses, respectively, included in Accumulated Other Comprehensive Income/
(Loss), were reclassified to earnings.The Company classifies cash flows related to derivative financial instruments within cash
provided by operating activities in the consolidated statement of cash flows.
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(v)
    
    Earnings per Share:Basic earnings per share are computed by
dividing net income by the weighted average number of common shares
outstanding during the periods presented. Diluted earnings per share
reflect the potential dilution that would occur if securities or other
contracts to issue common stock were exercised. Dilution has been
computed by the treasury stock method whereby all of the Companys
dilutive securities (the warrants and stock options) are assumed to be
exercised and the proceeds used to repurchase common shares at the
weighted average market price of the Companys common stock during the
relevant periods. The incremental shares (the difference between the
number of shares assumed issued and the number of shares assumed
purchased) shall be included in the denominator of the diluted
earnings per share computation. Restricted stock (vested and unvested)
is included in the calculation of the diluted earnings per shares,
based on the weighted average number of restricted stock assumed to be
outstanding during the period.(w)
    
    Income Taxes:The Company is a Marshall Islands Corporation.
Pursuant to various treaties and the United States Internal Revenue
Code, the Company believes that substantially all its operations are
exempt from income taxes in the Marshall Islands and United States of
America. The tax expense reflected in the Companys consolidated
financial statements for the year ended December 31, 2007 is
attributable to its subsidiary in Belgium, which was subject to the
Belgium income tax regime. (Note 22).In June 2008, Navios Holdings
Belgian subsidiary received a ruling from the Belgian tax authorities,
confirming that provided it meets certain quantitative criteria, it
would be eligible to be taxed under the tonnage tax system (rather
than the corporate taxation up to 2007). The effect of the ruling was
that the deferred taxes recognized in the balance sheet relating to
Kleimar (amounting to $57,249) were reversed through the income
statement in the second quarter of 2008.The tax expense reflected in the Companys consolidated financial
statements for the year ended December 31, 2008 is attributable to its
subsidiaries in South America, which are subject to the Argentinean
and Paraguayan income tax regime.The asset and liability method is used to account for future income taxes. Under this method,
future income tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement carrying amounts and
the tax bases of assets and liabilities. Future income tax assets and liabilities are
measured using enacted tax rates in effect for the year in which those temporary differences
are expected to be recovered or settled. The effect on future income tax assets and
liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date. A deferred tax asset is recognized for temporary differences that will result
in deductible amounts in future years. Valuation allowance is recognized if, based on the
weight of available evidence, it is more likely than not that some portion or all of the
deferred tax asset will not be realized.The Company recognizes investment tax credits (ITC), which are generated by its Belgian
subsidiary, using the flow-through method pursuant to APB 4, Accounting for the
Investment Credit. Where these credits are generated as a result of intercompany
transfers of assets, the Company does not recognize an asset when these credits are generated
(in accordance with par.9(e) of FAS 109, Accounting for Income Taxes). To the extent that
the ITC generated as a result of an intercompany transaction reduces taxes payable in the
buyers tax jurisdiction, the Company recognizes the benefit as deferred income, which is
amortized to income over the remaining useful life of the transferred asset. As of December
31, 2008, the Company had $0 (2007: $78,045) of ITC available to offset future taxable income
(corresponding to approximately $0 and $26,535, respectively, available to offset future
taxes payable).For intercompany transfers of assets, the Company does not recognize deferred tax assets for
the difference between the tax basis of the assets in the buyers tax jurisdiction and their
cost as reported in the consolidated financial statements. To the extent that the
intercompany transfer generates taxes payable in the sellers tax jurisdiction, cash taxes
paid are recognized as a deferred charge and amortized to expense over the remaining useful
life of the transferred asset. As of December 31, 2008 and 2007, the Company had $0 and
$53,241, respectively, unrecognized deferred tax assets attributable to the difference
between the tax basis of the assets in the buyers tax jurisdiction and their cost as
reported in the consolidated financial statements.
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(x)
    
    Dividends:Dividends are recorded in the Companys financial
statements in the period in which they are declared. At December 31,
2008, the dividend declared relating to the third quarter of 2008 of
approximately $9.1 million was payable on January 6, 2009, and thus
it is recorded on the consolidated balance sheet as a current
liability.(y)
    
    Guarantees:The Company accounts for guarantees in accordance with
FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees
of Indebtedness of Others. Under FIN 45 a liability for the fair
value of the obligation undertaken in issuing the guarantee is
recognized. However, this is limited to those guarantees issued or
modified after December 31, 2002. The recognition of fair value is
not required for certain guarantees such as the parents guarantee of
a subsidiarys debt to a third party or guarantees on product
warranties. For those guarantees excluded from FIN 45s fair value
recognition provision, financial statement disclosures of their terms
are made.(z)
    
    Leases:Vessel leases where Navios Holdings is regarded as the
lessor are classified as either finance leases or operating leases
based on an assessment of the terms of the lease. For charters
classified as finance type leases the minimum lease payments are
recorded as the gross investment in the lease. The difference between
the gross investment in the lease and the sum of the present values
of the two components of the gross investment is recorded as unearned
income which is amortized to income over the lease term as finance
lease interest income to produce a constant periodic rate of return
on the net investment in the lease.(aa)
    
    Accounting for the acquisition of Horamar:The Company accounted for
the acquisition of Horamar Group (as described in Note 3) as a
partial sale of CNSA to the minority shareholders of Navios
Logistics, and a partial acquisition of Horamar. Accordingly, a gain
was recognized by Navios for the portion of CNSA sold amounting to
$2,702. Horamars assets and liabilities were revalued to 100% of
their respective fair values, CNSAs assets and liabilities were
recorded at carryover basis, reflecting the common control nature of
the transaction. The contingent shares consideration will be
accounted for when the contingency is resolved.(ab)
    
    Treasury Stock:Treasury stock is accounted for using the cost
method. Excess of the purchase price of the treasury stock acquired,
plus direct acquisition costs over its par value is recorded in
additional paid-in capital.(ac)
    
    Trade Accounts receivable:The amount shown as accounts receivable,
trade, at each balance sheet date, includes receivables from
charterers for hire, freight and demurrage billings and FFA
counterparties, net of a provision for doubtful accounts. At each
balance sheet date, all potentially uncollectible accounts are
assessed individually for purposes of determining the appropriate
provision for doubtful accounts.(ad)
    
    Investment in available for sale securities:The Company classifies
its existing marketable equity securities as available-for-sale in
accordance with provisions of SFAS 115 Accounting for Certain
Investments in Debt and Equity Securities. These securities are
carried at fair market value, with unrealized gains and losses
excluded from earnings and reported directly in stockholders equity
as a component of other comprehensive income (loss) unless an
unrealized loss is considered other-than-temporary, in which case
it is transferred to the statement of income. Management evaluates
securities for other than temporary impairment (OTTI) on a
quarterly basis. Consideration is given to (1) the length of time and
the extent to which the fair value has been less than cost, (2) the
financial condition and near-term prospects of the investee, and (3)
the intent and ability of the Company to retain its investment in the
investee for a period of time sufficient to allow for any anticipated
recovery in fair value..
As of December 31, 2008, the Companys unrealized holding losses in
available for sale securities were $22,578. Based on the Companys
OTTI analysis, management considers the decline in market valuation
of these securities to be temporary. However, there is the potential
for future impairment charges relative to these equity securities if
their fair values do not recover and our OTTI analysis indicates such
write downs are necessary. See Note 24.
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(ae)
    
    Financial Instruments and Fair Value:The Company adopted SFAS No.
157, Fair Value Measurements as of January 1, 2008. SFAS No. 157
establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (level 1 measurements) and the
lowest priority to unobservable inputs (level 3 measurements). The
three levels of the fair value hierarchy under SFAS No. 157 are
described below:
 Basis of Fair Value Measurement
     (af)
    
    Recent Accounting Pronouncements:In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (SFAS
157) Fair Value Measurement. SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP) and expands
disclosures about fair value measurements. SFAS 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years. Earlier application is encouraged, provided that the reporting entity has not
yet issued financial statements for that fiscal year, including financial statements for an
interim period within that fiscal year. The provisions of SFAS 157 should be applied
prospectively as of the beginning of the fiscal year in which it is initially applied except
for certain cases where it should be applied retrospectively. This statement was effective for
the Company for the fiscal year beginning on January 1, 2008 and it did not have a material
affect on its consolidated financial statements.In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 (SFAS
159) The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159
permits the entities to choose to measure many financial instruments and certain other items
at fair value that are not currently required to be measured at fair value. This Statement is
expected to expand the use of fair value measurement, which is consistent with the Boards
long-term measurement objectives for accounting for financial instruments. SFAS 159 is
effective as of the beginning of an entitys first fiscal year that begins after November 15,
2007. Early adoption is permitted as of the beginning of a fiscal year on or before November
15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157,
Fair Value Measurements. This statement was effective for the Company for the fiscal year
beginning on January 1, 2008 and it did not have a material affect on its consolidated
financial statements.In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (FAS
141R), which replaces FASB Statement No. 141. FAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed any non controlling interest in the
acquiree and the goodwill acquired. The Statement also establishes disclosure requirements
which will enable users to evaluate the nature and financial effects of the business
combination. FAS 141R will be effective for Navios Holdings for fiscal year beginning on
January 1, 2009. Navios Holdings is currently evaluating the potential impact of the adoption
of FAS 141R on the its consolidated financial statements.
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In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statementamendments of ARB No. 51 (SFAS No. 160). SFAS No. 160 states that
accounting and reporting for minority interests will be recharacterized as noncontrolling
interests and classified as a component of equity. The Statement also establishes reporting
requirements that provide sufficient disclosures that clearly identify and distinguish between
the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160
applies to all entities that prepare consolidated financial statements, except not-for-profit
organizations, but will affect only those entities that have an outstanding noncontrolling
interest in one or more subsidiaries or that deconsolidate a subsidiary. This statement was
effective as of January 1, 2009. The Company is currently evaluating the potential impact of
the adoption of SFAS No. 160 on its consolidated financial statements.In February 2008, the FASB issued the FASB Staff Position (FSP No. 157-2) which delays the
effective date of SFAS 157, for nonfinancial assets and nonfinancial liabilities, except for
items that are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually). For purposes of applying this FSP, nonfinancial assets
and nonfinancial liabilities would include all assets and liabilities other that those meeting
the definition of a financial asset or financial liability as defined in paragraph 6 of FASB
Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities This
FSP defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008,
and the interim periods within those fiscal years for items within the scope of this FSP. The
application of SFAS 157 in future periods to those items covered by FSP 157-2 is not expected
to have a material effect on the consolidated financial statements of the Company.In March 2008, the Financial Accounting Standard Board issued Statement of Financial
Accounting Standards No. 161 (SFAS 161) Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133. SFAS 161 changes the disclosure
requirements for derivative instruments and hedging activities. Entities are required to
provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b)
how derivative instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows. This statement
is effective for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008, with early application encouraged. This statement encourages, but
does not require, comparative disclosures for earlier periods at initial adoption. The Company
is currently evaluating the potential impact, if any, of the adoption of SFAS 161 on the
Companys consolidated financial statements.In April 2008, FASB issued FASB Staff Position FSP 142-3 Determination of the useful life of
intangible assets. This FASB Staff Position (FSP) amends the factors that should be
considered in developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible
Assets. The intent of this FSP is to improve the consistency between the useful life of a
recognized intangible asset under Statement 142 and the period of expected cash flows used to
measure the fair value of the asset under FASB Statement No. 141 (revised 2007), Business
Combinations, and other U.S. generally accepted accounting principles (GAAP). This FSP will
be effective for Navios Holdings for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. Early adoption is prohibited. The adoption of FSP
142-3 is not expected to have a material effect on the consolidated financial statements of
the Company.In May 2008, the Financial Accounting Standards Board issued FASB Statement No. 162, The
Hierarchy of Generally Accepted Accounting Principles. The new standard is intended to
improve financial reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are presented in
conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental
entities. Statement No. 162 is effective 60 days following the SECs approval of the Public
Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is
currently evaluating the potential impact, if any, of the adoption of SFAS 162 on the
Companys consolidated financial statements.
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In June 2008, FASB issued FASB Staff Position FSP EITF 03-6-1 Determining whether instruments
granted in share-based payment transactions are participating securities. This FASB Staff
Position (FSP) addresses whether instruments granted in share-based payment transactions are
participating securities prior to vesting and, therefore, need to be included in the earnings
allocation in computing earnings per share (EPS) under the two-class method described in
paragraphs 60 and 61 of FASB Statement No. 128, Earnings per Share. This FSP will be
effective for the Company for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years. All prior-period EPS data presented shall be adjusted
retrospectively (including interim financial statements, summaries of earnings, and selected
financial data) to conform with the provisions of this FSP. Early application is not
permitted. The Company is currently evaluating the potential impact, if any, of the adoption
of FSP EITF 03-6-1 on the Companys consolidated financial statements.In September 2008, Financial Accounting Standards Board issued FASB Staff Positions (FSP) FAS
133-1 and FIN 45-4 Disclosures about Credit Derivatives and Certain Guarantees: An Amendment
of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective
Date of FASB Statement No. 161. This FSP amends FASB Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities, to require disclosures by sellers of credit
derivatives, including credit derivatives embedded in a hybrid instrument. This FSP also
amends FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others, to require an additional
disclosure about the current status of the payment/performance risk of a guarantee. Further,
this FSP clarifies the Boards intent about the effective date of FASB Statement No. 161,
Disclosures about Derivative Instruments and Hedging Activities. This FSP applies to credit
derivatives within the scope of Statement 133, hybrid instruments that have embedded credit
derivatives, and guarantees within the scope of Interpretation 45. This FSPs amendment to
Statement 133 also pertains to hybrid instruments that have embedded credit derivatives (for
example, credit-linked notes). The provisions of this FSP that amend Statement 133 and
Interpretation 45 shall be effective for reporting periods (annual or interim) ending after
November 15, 2008. This FSP encourages that the amendments to Statement 133 and Interpretation
45 be applied in periods earlier than the effective date to facilitate comparisons at initial
adoption. In periods after initial adoption, this FSP requires comparative disclosures only
for periods ending subsequent to initial adoption. The adoption of FSP 133-1 and FIN 45-4 is
not expected to have a material effect on the Companys consolidated financial statements.In October 2008, the FASB issued the FASB Staff Position (FSP No. 157-3) which clarifies the
application of FASB Statement No. 157, Fair Value Measurements in a market that is not
active and provides an example to illustrate key considerations in determining the fair value
of a financial asset when the market for that asset is not active. This FSP applies to
financial assets within the scope of accounting pronouncements that require or permit fair
value measurements in accordance with Statement 157. The FSP shall be effective upon issuance,
including prior periods for which financial statements have not been issued. Revisions
resulting from a change in the valuation technique or its application shall be accounted for
as a change in accounting estimate (FASB Statement No. 154 Accounting changes and Error
Corrections, paragraph 19). The disclosure provisions of Statement No. 154 for a change in
accounting estimate are not required for revisions resulting from a change in valuation
technique or its application. The application of FSP 157-3 did not have a material effect on
the consolidated financial statements of the Company.In November 2008, the FASB issued its final consensus on Issue 08-8  Accounting for an
instrument (or an embedded Feature) with a settlement amount that is based on the stock of an
entitys consolidated subsidiary This issue applies to freestanding financial instruments
(and embedded features) for which the payoff to the counterparty is based, in whole or in
part, on the stock of a consolidated subsidiary. This issue applies to those instruments (and
embedded features) in the consolidated financial statements of the parent, whether the
instrument was entered into by the parent or the subsidiary. This issue will be effective for
fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal
years. Early adoption is not permitted. The consensus shall be applied to outstanding
instruments as of the beginning of the fiscal year in which this issue is initially applied.
The adoption of Issue 08-8 is not expected to have a material effect on the consolidated financial statements of the Company.
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In November 2008, the FASB issued the EITF Issue No. 08-6 Equity Method Investment
Accounting Considerations (EITF 08-6) to clarify the accounting for certain transactions
and impairment considerations involving equity method investments. The FASB and the IASB
concluded a joint effort in converging the accounting for business combinations as well as
the accounting and reporting for noncontrolling interests culminating in the issuance of
Statement 141(R) and Statement 160. The objective of that joint effort was not to reconsider
the accounting for equity method investments; however, the application of the equity method
is affected by the accounting for business combinations and the accounting for consolidated
subsidiaries, which were affected by the issuance of Statement 141(R) and Statement 160. EITF
08-6 is effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those fiscal years, consistent with the effective dates of Statement 141(R)
and Statement 160. EITF 08-6 shall be applied prospectively. Earlier application by an entity
that has previously adopted an alternative accounting policy is not permitted. The adoption
of EITF 08-6 is not expected to have a material effect on the consolidated financial
statements of the Company.In December 2008, the FASB issued the FASB Staff Position (FSP FAS 140-4 and FIN 46(R)-8)
which amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities,to require public entities to provide additional
disclosures about transfers of financial assets. It also amends FASB Interpretation No. 46
(revised December 2003), Consolidation of Variable Interest Entities,to require public
enterprises, including sponsors that have a variable interest in a variable interest entity,
to provide additional disclosures about their involvement with variable interest entities.
Additionally, FSP FAS 140-4 and FIN 46(R)-8 requires certain disclosures to be provided by a
public enterprise that is (a) a sponsor of a qualifying special-purpose entity (SPE) that
holds a variable interest in the qualifying SPE but was not the transferor (nontransferor)
of financial assets to the qualifying SPE and (b) a servicer of a qualifying SPE that holds a
significant variable interest in the qualifying SPE but was not the transferor
(nontransferor) of financial assets to the qualifying SPE. FSP FAS 140-4 and FIN 46(R)-8 is
effective for the first reporting period (interim or annual) ending after December 15, 2008,
with earlier application encouraged. The adoption of FSP FAS 140-4 and FIN 46(R)-8 is not
expected to have a material effect on the consolidated financial statements of the Company.In January 2009, the FASB issued the FASB Staff Position Amendments to the Impairment
Guidance to EITF Issue No. 99-20 (FSP EITF 99-20-1) which amends the impairment guidance
in EITF Issue No.99-20, Recognition of Interest Income and Impairment on Purchased
Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in
Securitized Financial Assets, to achieve more consistent determination of whether an
other-than-temporary impairment has occurred. FSP EITF 99-20-1 also retains and emphasizes
the objective of an other-than-temporary impairment assessment and the related disclosure
requirements in FASB Statement No. 115, Accounting for Certain Investments in Debt and
Equity Securities,and other related guidance. FSP EITF 99-20-1 is effective for interim and
annual reporting periods ending after December 15, 2008, and shall be applied prospectively.
Retrospective application to a prior interim or annual reporting period is not permitted. The
adoption of FSP EITF 99-20-1 is not expected to have a material effect on the consolidated
financial statements of the Company.
 NOTE 3: ACQUISITION/REINCORPORATION
 Acquisition of Horamar Group
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Adjusted purchase priceConsideration to sellers (cash), excluding contingent consideration
    
    $
    109,700Fair value of 34.5% ownership in CNSA
    
    
    26,901Total consideration given for 65.5% acquired interest in Horamar
    
    
    136,601Proforma purchase price  100%
    
    
    208,552Transaction
costs
    
    
    3,461Total proforma purchase price  100%
    
    
    212,013Fair value of assets and liabilities acquiredVessel fleet
    
    
    128,838Petrosan port tangible assets
    
    
    12,557Customer relationships
    
    
    35,490Tradenames and trademarks
    
    
    10,420Favorable contracts
    
    
    3,780Favorable construction contracts
    
    
    7,600Petrosan port operating rights
    
    
    3,060Unfavorable contracts
    
    
    (3,010
    )Deferred taxes
    
    
    (27,287
    )Long term debt assumed
    
    
    (11,665
    )Minority interests in subsidiaries of Horamar
    
    
    (31,050
    )Other long term assets/liabilities
    
    
    488Net working capital, including cash retained of $5,592
    
    
    5,970Fair value of identifiable assets and liabilities of Horamar
    
    
    135,191Goodwill
    
    $
    76,822
    F-27




---



##### Table of Contents



WeightedAverage
    
    Year endedAmortization
    
    December 31, 2008Description
    
    Period (Years)
    
    AmortizationCustomer relationships
    
    
    20
    
    
    $
    (1,775
    )Tradenames and trademarks
    
    
    10
    
    
    $
    (1,042
    )Favorable contracts
    
    
    4
    
    
    $
    (827
    )Petrosan port operating rights
    
    
    20
    
    
    $
    (153
    )Favorable construction contracts (*)
    
    
    
    
    
    $
    Unfavorable contracts
    
    
    2
    
    
    $
    1,505
 
 (*)
    
    This amount is not amortized and when the vessel is delivered, will be capitalized as part of
the cost of the vessel and will be depreciated over the remaining useful life of the vessel. (Note
9)  AccumulatedDescription
    
    Gross Amount
    
    
    Amortization
    
    
    Net AmountCustomer relationships
    
    $
    35,490
    
    
    $
    (1,774
    )
    
    $
    33,716Tradenames and trademarks
    
    $
    10,420
    
    
    $
    (1,042
    )
    
    $
    9,378Favorable contracts
    
    $
    3,780
    
    
    $
    (827
    )
    
    $
    2,953Favorable construction contracts
    
    $
    7,600
    
    
    $
    
    
    
    $
    7,600Petrosan port operating rights
    
    $
    3,060
    
    
    $
    (153
    )
    
    $
    2,907Unfavorable contracts
    
    $
    (3,010
    )
    
    $
    1,505
    
    
    $
    (1,505
    )Totals
    
    $
    57,340
    
    
    $
    (2,291
    )
    
    $
    55,049
  Year ended December 31,2007(unaudited)Gross revenues
    
    $
    807,602Net income
    
    $
    266,516Basic earnings per share
    
    $
    2.87Diluted earnings per share
    
    $
    2.68
  Acquisition of Kleimar N.V.
   F-28




---



##### Table of Contents



Adjusted purchase priceConsideration to sellers (cash)
    
    $
    165,600Cash retained
    
    
    (22,133
    )Acquisition costs
    
    
    1,969Adjusted purchase price
    
    
    145,436Fair Value of assets and liabilities acquiredInvestments in joint ventures
    
    
    26,750Investment in finance lease (vessel Obeliks)
    
    
    47,846Favorable purchase options held by Kleimar
    
    
    36,517Favorable Leases
    
    
    226,093Investment in finance lease (vessel Vanessa)
    
    
    19,959Unfavorable purchase options held by third parties
    
    
    (15,890
    )Unfavorable leases
    
    
    (120,109
    )Deferred Taxes
    
    
    (53,019
    )Long term loans (including current portion)
    
    
    (39,825
    )Other long term assets
    
    
    180Net working capital
    
    
    (13,087
    )Total fair value of assets and liabilities acquired
    
    
    115,415Goodwill
    
    $
    30,021
   Fair value as
    
    Averageat acquisition
    
    AmortizationDescription
    
    date
    
    Period (Years)Favorable lease terms
    
    $
    226,093
    
    
    
    8.7Favorable vessel purchase option (*)
    
    $
    36,517
    
    
    
    Unfavorable leases
    
    $
    (120,109
    )
    
    
    4.1Unfavorable purchase options (**)
    
    $
    (15,890
    )
    
    
    Total
    
    $
    126,611
 F-29




---



##### Table of Contents



(*)
    
    This amount is not amortized and should the purchase options be exercised, any unamortized
portion of this asset will be capitalized as part of the cost of the vessel and will be
depreciated over the remaining useful life of the vessel. (Note 9)(**)
    
    The liability for purchase options held by third parties are not amortized
and if exercised by the third party the liability will be included in the
calculation of the gain or loss on sale of the related vessel.  Year endedDecember 31,2007Gross revenues
    
    $
    784,266Net income
    
    $
    265,853Basic earnings per share
    
    $
    2.86Diluted earnings per share
    
    $
    2.67
  NOTE 4: CASH AND CASH EQUIVALENTS
  December 31,
    
    
    December 31,2008
    
    
    2007Cash on hand and at banks
    
    $
    28,976
    
    
    $
    26,279Short-term investments (Note 5)
    
    
    
    
    
    
    92,135Short-term deposits and highly liquid funds
    
    
    104,648
    
    
    
    309,153Total cash and cash equivalents
    
    $
    133,624
    
    
    $
    427,567
  NOTE 5: SHORT TERM INVESTMENTS
   NOTE 6: ACCOUNTS RECEIVABLE, NET
  December 31,
    
    
    December 31,2008
    
    
    2007Accounts receivable
    
    $
    118,123
    
    
    $
    110,643Less: Provision for doubtful receivables
    
    
    (8,343
    )
    
    
    (5,675
    )Accounts receivables, net
    
    $
    109,780
    
    
    $
    104,968
 F-30




---



##### Table of Contents



Balance at
    
    Charges to
    
    
    
    
    
    Balance atBeginning of
    
    Costs and
    
    Amount
    
    End ofAllowance for doubtful receivables
    
    Period
    
    expenses
    
    Utilized
    
    PeriodYear ended December 31, 2006
    
    
    (411
    )
    
    
    (6,242
    )
    
    
    218
    
    
    
    (6,435
    )Year ended December 31, 2007
    
    
    (6,435
    )
    
    
    
    
    
    
    760
    
    
    
    (5,675
    )Year ended December 31, 2008
    
    
    (5,675
    )
    
    
    (2,668
    )
    
    
    
    
    
    
    (8,343
    )
  NOTE 7: PREPAID EXPENSES AND OTHER CURRENT ASSETS
  December 31,
    
    
    December 31,2008
    
    
    2007Prepaid voyage costs
    
    $
    7,466
    
    
    $
    23,435Claim receivables, net
    
    
    6,515
    
    
    
    412Advances to agents
    
    
    537
    
    
    
    431Inventories
    
    
    10,344
    
    
    
    12,647Acquisition expenses
    
    
    
    
    
    
    3,197Prepaid taxes
    
    
    1,947
    
    
    
    Other
    
    
    1,461
    
    
    
    941Total prepaid expenses and other current assets
    
    $
    28,270
    
    
    $
    41,063
  NOTE 8: VESSELS, PORT TERMINAL AND OTHER FIXED ASSETS
 Accumulated
    
    
    Net BookVessels
    
    Cost
    
    
    Depreciation
    
    
    ValueBalance December 31, 2005
    
    $
    342,271
    
    
    $
    (3,188
    )
    
    $
    339,083Additions
    
    
    160,243
    
    
    
    (21,014
    )
    
    
    139,229Balance December 31, 2006
    
    
    502,514
    
    
    
    (24,202
    )
    
    
    478,312Additions
    
    
    54,518
    
    
    
    (24,444
    )
    
    
    30,074Disposals
    
    
    (151,431
    )
    
    
    14,473
    
    
    
    (136,958
    )Transfer from investment in joint venture
    
    
    27,701
    
    
    
    
    
    
    
    27,701Balance December 31, 2007
    
    
    433,302
    
    
    
    (34,173
    )
    
    
    399,129Additions
    
    
    133,932
    
    
    
    (20,368
    )
    
    
    113,564Disposals
    
    
    (28,647
    )
    
    
    219
    
    
    
    (28,428
    )Balance December 31, 2008
    
    $
    538,587
    
    
    $
    (54,322
    )
    
    $
    484,265
 F-31




---



##### Table of Contents



Accumulated
    
    
    Net BookPort Terminals
    
    Cost
    
    
    Depreciation
    
    
    ValueBalance December 31, 2005
    
    $
    26,994
    
    
    $
    (295
    )
    
    $
    26,699Additions
    
    
    104
    
    
    
    (937
    )
    
    
    (833
    )Balance December 31, 2006
    
    
    27,098
    
    
    
    (1,232
    )
    
    
    25,866Additions
    
    
    
    
    
    
    (917
    )
    
    
    (917
    )Balance December 31, 2007
    
    
    27,098
    
    
    
    (2,149
    )
    
    
    24,949Acquisition of subsidiary (Note 3)
    
    
    12,557
    
    
    
    
    
    
    
    12,557Additions
    
    
    4,770
    
    
    
    (1,730
    )
    
    
    3,040Balance December 31, 2008
    
    $
    44,425
    
    
    $
    (3,879
    )
    
    $
    40,546
 Accumulated
    
    
    Net BookTanker vessels, barges and push boats
    
    Cost
    
    
    Depreciation
    
    
    ValueBalance December 31, 2005
    
    $
    
    
    
    $
    
    
    
    $
    Additions
    
    
    
    
    
    
    
    
    
    
    Balance December 31, 2006
    
    
    
    
    
    
    
    
    
    
    Additions
    
    
    
    
    
    
    
    
    
    
    Balance December 31, 2007
    
    
    
    
    
    
    
    
    
    
    Acquisition of subsidiary (Note 3)
    
    
    126,732
    
    
    
    
    
    
    
    126,732Additions
    
    
    93,941
    
    
    
    (13,436
    )
    
    
    80,505Balance December 31, 2008
    
    $
    220,673
    
    
    $
    (13,436
    )
    
    $
    207,237
 Accumulated
    
    
    Net BookOther fixed assets
    
    Cost
    
    
    Depreciation
    
    
    ValueBalance December 31, 2005
    
    $
    810
    
    
    $
    (595
    )
    
    $
    215Additions
    
    
    1,098
    
    
    
    (199
    )
    
    
    899Balance December 31, 2006
    
    
    1,908
    
    
    
    (794
    )
    
    
    1,114Additions/acquisition of subsidiary
    
    
    744
    
    
    
    (345
    )
    
    
    399Balance December 31, 2007
    
    
    2,652
    
    
    
    (1,139
    )
    
    
    1,513Acquisition of subsidiary (Note 3)
    
    
    2,106
    
    
    
    
    
    
    
    2,106Disposals
    
    
    (258
    )
    
    
    258
    
    
    
    Additions
    
    
    2,466
    
    
    
    (1,039
    )
    
    
    1,427Balance December 31, 2008
    
    $
    6,966
    
    
    $
    (1,920
    )
    
    $
    5,046
 F-32




---



##### Table of Contents



Accumulated
    
    
    Net BookTotal
    
    Cost
    
    
    Depreciation
    
    
    ValueBalance December 31, 2005
    
    $
    370,075
    
    
    $
    (4,078
    )
    
    $
    365,997Additions
    
    
    161,445
    
    
    
    (22,150
    )
    
    
    139,295Balance December 31, 2006
    
    
    531,520
    
    
    
    (26,228
    )
    
    
    505,292Additions/acquisition of subsidiary
    
    
    55,262
    
    
    
    (25,706
    )
    
    
    29,556Disposals
    
    
    (151,431
    )
    
    
    14,473
    
    
    
    (136,958
    )Transfer from investment in joint venture
    
    
    27,701
    
    
    
    
    
    
    
    27,701Balance December 31, 2007
    
    
    463,052
    
    
    
    (37,461
    )
    
    
    425,591Acquisition of subsidiary (Note 3)
    
    
    141,395
    
    
    
    
    
    
    
    141,395Additions
    
    
    235,109
    
    
    
    (36,573
    )
    
    
    198,536Disposals
    
    
    (28,905
    )
    
    
    477
    
    
    
    (28,428
    )Balance December 31, 2008
    
    $
    810,651
    
    
    $
    (73,557
    )
    
    $
    737,094
       F-33




---



##### Table of Contents



F-34




---



##### Table of Contents



NOTE 9: INTANGIBLE ASSETS OTHER THAN GOODWILL
  Fair valuemeasurementdue toAccumulated
    
    
    Transfer to
    
    
    acquisition of
    
    
    Net Book ValueDecember 31, 2008
    
    Acquisition Cost
    
    
    Amortization
    
    
    vessel cost
    
    
    subsidiary
    
    
    December 31, 2008Trade name
    
    $
    90,000
    
    
    $
    (10,467
    )
    
    $
    
    
    
    $
    10,420
    
    
    $
    89,953Port terminal
operating rights
    
    
    31,000
    
    
    
    (2,750
    )
    
    
    
    
    
    
    3,060
    
    
    
    31,310Customer relationships
    
    
    
    
    
    
    (1,774
    )
    
    
    
    
    
    
    35,490
    
    
    
    33,716Favorable construction
contracts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,600
    
    
    
    7,600Favorable lease terms
    
    
    269,277
    
    
    
    (73,900
    )
    
    
    (13,858
    )
    
    
    3,780
    
    
    
    185,299Total Intangible assets
    
    
    390,277
    
    
    
    (88,891
    )
    
    
    (13,858
    )
    
    
    60,350
    
    
    
    347,878Unfavorable lease terms
    
    
    (127,513
    )
    
    
    53,839
    
    
    
    
    
    
    
    (3,010
    )
    
    
    (76,684
    )Backlog assets
    
    
    14,830
    
    
    
    (14,786
    )
    
    
    
    
    
    
    
    
    
    
    44Total
    
    $
    277,594
    
    
    $
    (49,838
    )
    
    $
    (13,858
    )
    
    $
    57,340
    
    
    $
    271,238
 Disposals (*)/
    
    
    Fair value measurement
    
    
    Net Book ValueAcquisition
    
    
    Accumulated
    
    
    Transfer to
    
    
    due to acquisition of
    
    
    December 31,December 31, 2007
    
    Cost
    
    
    Amortization
    
    
    vessel cost
    
    
    subsidiary
    
    
    2007Trade name
    
    $
    90,000
    
    
    $
    (6,607
    )
    
    $
    
    
    
    $
    
    
    
    $
    83,393Port terminal
operating rights
    
    
    31,000
    
    
    
    (1,821
    )
    
    
    
    
    
    
    
    
    
    
    29,179Favorable lease terms
    
    
    76,671
    
    
    
    (44,000
    )
    
    
    (65,888
    )
    
    
    262,610
    ***
    
    
    229,393Total Intangible
assets
    
    
    197,671
    
    
    
    (52,428
    )
    
    
    (65,888
    )
    
    
    262,610
    
    
    
    341,965Unfavorable lease
terms
    
    
    
    
    
    
    32,877
    
    
    
    6,905
    
    
    
    (135,999)
    **
    
    
    (96,217
    )Backlog assets
    
    
    14,830
    
    
    
    (12,332
    )
    
    
    
    
    
    
    
    
    
    
    2,498Backlog liabilities
    
    
    (16,200
    )
    
    
    16,200
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    196,301
    
    
    $
    (15,683
    )
    
    $
    (58,983
    )
    
    $
    126,611
    
    
    $
    248,246
 
 (*)
    
    Disposals relate to sale of assets to Navios Partners (Notes 10 and 20).(**)
    
    Includes $15,890 of unfavorable purchase options held by third-parties
which are not amortized. If option is exercised by the third-party, the
liability will be included in the calculation of gain/loss on sale of
the related vessel. As of December 31, 2008 and 2007, no purchase
options have been exercised.(***)
    
    Includes $36,517 of favorable purchase options which are not amortized and should the
purchase options be exercised, any unamortized portion of this asset will be
capitalized as part of the cost of the vessel and will be depreciated over the
remaining useful life of the vessel. As of December 31, 2008 and 2007, $8,585 had been
transferred to the acquisition cost of vessels. F-35




---



##### Table of Contents



Amortization
    
    
    Amortization
    
    
    AmortizationExpense
    
    
    Expense
    
    
    ExpenseYear Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006Trade name
    
    $
    (3,860
    )
    
    $
    (2,808
    )
    
    $
    (2,812
    )Port terminal operating rights
    
    
    (929
    )
    
    
    (774
    )
    
    
    (774
    )Unfavorable lease terms
    
    
    22,543
    
    
    
    32,877
    
    
    
    Customer relationships
    
    
    (1,774
    )
    
    
    
    
    
    
    Favorable lease terms
    
    
    (34,015
    )
    
    
    (36,025
    )
    
    
    (11,893
    )Backlog assets
    
    
    (2,454
    )
    
    
    (5,246
    )
    
    
    (216
    )Backlog liabilities
    
    
    
    
    
    
    5,946
    
    
    
    805Total
    
    $
    (20,489
    )
    
    $
    (6,030
    )
    
    $
    (14,890
    )
  Within one
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Five YearDescription
    
    year
    
    
    Year Two
    
    
    Year Three
    
    
    Year Four
    
    
    Year Five
    
    
    AggregateTrade name
    
    $
    3,854
    
    
    $
    3,854
    
    
    $
    3,854
    
    
    $
    3,862
    
    
    $
    3,854
    
    
    $
    19,278Favorable lease terms
    
    
    33,423
    
    
    
    21,229
    
    
    
    17,983
    
    
    
    17,990
    
    
    
    14,604
    
    
    
    105,229Unfavorable lease terms
    
    
    (17,543
    )
    
    
    (11,584
    )
    
    
    (6,688
    )
    
    
    (6,136
    )
    
    
    (5,101
    )
    
    
    (47,052
    )Port terminal operating rights
    
    
    927
    
    
    
    927
    
    
    
    927
    
    
    
    930
    
    
    
    927
    
    
    
    4,638Customer relationships
    
    
    1,775
    
    
    
    1,775
    
    
    
    1,775
    
    
    
    1,775
    
    
    
    1,775
    
    
    
    8,875Backlog asset  port terminal
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44$
    22,480
    
    
    $
    16,201
    
    
    $
    17,851
    
    
    $
    18,421
    
    
    $
    16,059
    
    
    $
    91,012
 NOTE 10: INVESTMENT IN AFFILIATES
 Navios Maritime Partners L.P.
    F-36




---



##### Table of Contents



Acropolis Chartering and Shipping Inc.
  Navios Maritime Acquisition Corporation
    F-37




---



##### Table of Contents



December 31, 2008
    
    December 31, 2007Navios
    
    Navios
    
    
    
    
    
    NaviosBalance Sheet
    
    Partners
    
    Acquisition (**)
    
    Acropolis
    
    Partners
    
    AcropolisCurrent assets
    
    
    29,058
    
    
    
    252,258
    
    
    
    2,262
    
    
    
    11,312
    
    
    
    4,746Non-current assets
    
    
    293,849
    
    
    
    
    
    
    
    39
    
    
    
    193,742
    
    
    
    42Current liabilities
    
    
    46,401
    
    
    
    9,222
    
    
    
    364
    
    
    
    6,612
    
    
    
    1,900Non-current liabilities
    
    
    199,659
    
    
    
    
    
    
    
    
    
    
    
    171,656
    
    
    
    
 Year EndedDecember 31, 2008
    
    Year Ended
    
    Year EndedNavios
    
    
    
    
    
    December 31, 2007
    
    December 31, 2006Navios
    
    Acquisition
    
    
    
    
    
    Navios
    
    
    
    
    
    NaviosIncome Statement
    
    Partners
    
    (**)
    
    Acropolis
    
    Partners(*)
    
    Acropolis
    
    Partners (*)
    
    AcropolisRevenue
    
    
    75,082
    
    
    
    
    
    
    
    8,423
    
    
    
    50,352
    
    
    
    5,302
    
    
    
    31,764
    
    
    
    2,909Net Income
    
    
    28,758
    
    
    
    1,155
    
    
    
    4,558
    
    
    
    19,508
    
    
    
    2,789
    
    
    
    6,624
    
    
    
    1,927
 
 (*)
    
    The summarized financial information of Navios Partners for the years ended December 31,
2007 and 2006 include balances that were carved-out from Navios Holdings prior to the IPO on
November 16, 2007.(**)
    
    Navios Acquisition was incorporated in July 2008, and therefore, no financial data for
periods prior to 2008 exists. NOTE 11: ACCRUED EXPENSES
  December 31,
    
    
    December 31,2008
    
    
    2007Payroll
    
    $
    5,762
    
    
    $
    1,617Accrued interest
    
    
    7,465
    
    
    
    4,172Accrued voyage expenses
    
    
    10,401
    
    
    
    8,208Accrued running costs
    
    
    2,072
    
    
    
    1,576Provision for losses on voyages in progress
    
    
    2,339
    
    
    
    12,395Audit fees and related services
    
    
    391
    
    
    
    1,620Finance fees
    
    
    
    
    
    
    545Relocation reserve
    
    
    
    
    
    
    330Accrued taxes
    
    
    2,330
    
    
    
    Professional fees
    
    
    933
    
    
    
    5,828Other accrued expenses
    
    
    2,775
    
    
    
    1,635Total accrued expenses
    
    $
    34,468
    
    
    $
    37,926
 NOTE 12: BORROWINGS
  December 31,
    
    
    December 31,2008
    
    
    2007Loan Facility HSH Nordbank and Commerzbank A.G.
    
    $
    250,956
    
    
    $
    271,750Revolver Facility HSH Nordbank and Commerzbank A.G.
    
    
    80,667
    
    
    
    Loan Facility Emporiki Bank
    
    
    51,060
    
    
    
    17,020
 F-38




---



##### Table of Contents



December 31,
    
    
    December 31,2008
    
    
    2007Loan DVB Bank
    
    
    17,360
    
    
    
    18,480Loan Dexia Bank and Fortis Bank
    
    
    
    
    
    
    8,650Loan DNB NOR Bank
    
    
    18,000
    
    
    
    Loan Marfin Egnatia Bank
    
    
    70,000
    
    
    
    Revolving credit facility Marfin Egnatia Bank
    
    
    90,000
    
    
    
    Other long term loans
    
    
    11,328
    
    
    
    Senior notes
    
    
    300,000
    
    
    
    300,000Total borrowing
    
    
    889,371
    
    
    
    615,900Less unamortized discount
    
    
    (1,656
    )
    
    
    (1,851
    )Less current portion
    
    
    (15,177
    )
    
    
    (14,220
    )Total long term borrowings
    
    $
    872,538
    
    
    $
    599,829
 Senior notes:
 Loan Facilities:
  F-39




---



##### Table of Contents



Loans Assumed:
    F-40




---



##### Table of Contents



Year
    
    Amount in thousands of USD2009
    
    
    15,1772010
    
    
    142,6422011
    
    
    104,0462012
    
    
    27,5872013
    
    
    27,2352014 and thereafter
    
    
    572,684889,371
 NOTE 13: DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS
 Warrants
   Interest rate risk
   F-41




---



##### Table of Contents



December 31, 2008RoyalHSH
    
    Bank of
    
    Fortis Bank
    
    Dexia Bank
    
    Dexia Bank
    
    AlphaCounterparty
    
    Nordbank
    
    Scotland
    
    Belgium
    
    Belgium
    
    Belgium
    
    BankNotionalUSD 79,345
declining 20,796 
15,330 at resetting
days until maturity
date
    
    USD 10,937
declining 437 at
resetting dates
until maturity date
    
    USD 6,500 declining
131 at resetting
dates until
maturity date
    
    USD 21,000
declining 280 at
resetting dates
until maturity date
    
    USD 6,500 declining
131 at resetting
dates until
maturity date
    
    USD 9,500 declining
250 at resetting
dates until
maturity dateTerms
    
    3 months LIBOR for
5.52%
    
    Floor
6 months LIBOR
5.55% Cap 6 months
LIBOR 7.5%
    
    3 months LIBOR for
3.95%
    
    3 months LIBOR for
4.525%
    
    3 months LIBOR for
3.95%
    
    Floor 3 months
LIBOR 5.65% Cap 6
months LIBOR 7.5%Resets
    
    Quarterly
    
    April and October
    
    Quarterly
    
    Quarterly
    
    Quarterly
    
    QuarterlyInception
    
    December 2007
    
    April 2001
    
    May 2004
    
    August 2005
    
    May 2004
    
    July
2001Maturity
    
    September 2009
    
    October 2010
    
    April 2009
    
    August 2010
    
    April 2009
    
    July 2010
 December 31, 2007RoyalHSH
    
    HSH
    
    Bank of
    
    Fortis Bank
    
    Dexia Bank
    
    Dexia Bank
    
    AlphaCounterparty
    
    Nordbank
    
    Nordbank
    
    Scotland
    
    Belgium
    
    Belgium
    
    Belgium
    
    BankNotionalUSD 82,000
declining 18,500 at
resetting dates
until maturity date
    
    USD 79,345
declining 20,796 -
15,330 at resetting
days until maturity
date
    
    USD 10,937
declining 437 at
resetting dates
until maturity date
    
    USD 6,500 declining
131 at resetting
dates until
maturity date
    
    USD 21,000
declining 280 at
resetting dates
until maturity date
    
    USD 6,500 declining
131 at resetting
dates until
maturity date
    
    USD 9,500 declining
250 at resetting
dates until
maturity dateTerms
    
    Floor
3 months LIBOR
4.45% Cap 3 months
LIBOR 5%
    
    3 months LIBOR for
5.52%
    
    Floor
6 months LIBOR
5.55% Cap 6 months
LIBOR 7.5%
    
    3 months LIBOR for
3.95%
    
    3 months LIBOR for
4.525%
    
    3 months LIBOR for
3.95%
    
    Floor 3 months
LIBOR 5.65% Cap 6
months LIBOR 7.5%Resets
    
    Quarterly
    
    Quarterly
    
    April and
October
    
    Quarterly
    
    Quarterly
    
    Quarterly
    
    QuarterlyInception
    
    March 2007
    
    December
2007
    
    April
2001
    
    May 2004
    
    August 2005
    
    May 2004
    
    July
2001Maturity
    
    June 2008
    
    September
2009
    
    October
2010
    
    April 2009
    
    August 2010
    
    April 2009
    
    July
2010
 F-42




---



##### Table of Contents



Forward Freight Agreements (FFAs)
        F-43




---



##### Table of Contents



December 31,
    
    
    December 31,Forward Freight Agreements (FFAs)
    
    2008
    
    
    2007Short term FFA derivative asset
    
    $
    130,844
    
    
    $
    265,627Long term FFA derivative asset
    
    
    34,379
    
    
    
    90Short term FFA derivative liability
    
    
    (126,577
    )
    
    
    (255,337
    )Long term FFA derivative liability
    
    
    (23,159
    )
    
    
    (23
    )Net fair value on FFA contracts
    
    $
    15,487
    
    
    $
    10,357NOS FFAs portion of fair value
transferred to NOS derivative
account (*)
    
    $
    (15,470
    )
    
    $
    (32,524
    )LCH FFAs portion of fair value
transferred to LCH derivative
account (**)
    
    $
    98,782
    
    
    $
    (49,120
    )
  December 31,
    
    
    December 31,Interest Rate Swaps
    
    2008
    
    
    2007Short term interest rate swap asset
    
    $
    
    
    
    $
    55Long term interest rate swap asset
    
    
    
    
    
    
    Short term interest rate swap liability
    
    
    (2,375
    )
    
    
    (1,624
    )Long term interest rate swap liability
    
    
    (532
    )
    
    
    (795
    )Net fair value of interest rate swap contract
    
    $
    (2,907
    )
    
    $
    (2,364
    )
 Reconciliation of balances
  December 31,
    
    
    December 31,2008
    
    
    2007FFAs
    
    $
    15,487
    
    
    $
    10,357NOS FFAs portion of
fair value
transferred to NOS
derivative account
(*)
    
    
    (15,470
    )
    
    
    (32,524
    )LCH FFAs portion of
fair value
transferred to LCH
derivative account
(**)
    
    
    98,782
    
    
    
    (49,120
    )Warrants
    
    
    2,318Interest rate swaps
    
    
    (2,907
    )
    
    
    (2,364
    )Total
    
    $
    98,210
    
    
    $
    (73,651
    )
 Balance Sheet Values
 December 31,
    
    
    December 31,2008
    
    
    2007Total short term derivative asset
    
    $
    214,156
    
    
    $
    184,038Total long term derivative asset
    
    
    36,697
    
    
    
    90Total short term derivative liability
    
    
    (128,952
    )
    
    
    (256,961
    )Total long term derivative liability
    
    
    (23,691
    )
    
    
    (818
    )Total
    
    $
    98,210
    
    
    $
    (73,651
    )
 
 (*)
    
    NOS: The Norwegian Futures and Options Clearing House (NOS Clearing ASA).(**)
    
    LCH: The London Clearing House. F-44




---



##### Table of Contents



Fair value of financial instruments
  Cash and cash equivalents:
 Forward Contracts:
 Borrowings:
 Interest rate swaps:
 Forward freight agreements:
  December 31, 2008
    
    December 31, 2007Book Value
    
    Fair Value
    
    Book Value
    
    Fair ValueCash and cash equivalent
    
    
    133,624
    
    
    
    133,624
    
    
    
    427,567
    
    
    
    427,567Restricted cash
    
    
    17,858
    
    
    
    17,858
    
    
    
    83,697
    
    
    
    83,697Trade receivables
    
    
    109,780
    
    
    
    109,780
    
    
    
    104,968
    
    
    
    104,968Accounts payable
    
    
    (72,520
    )
    
    
    (72,520
    )
    
    
    (106,665
    )
    
    
    (106,665
    )Senior notes
    
    
    (298,344
    )
    
    
    (178,488
    )
    
    
    (298,149
    )
    
    
    (308,295
    )Long term debt
    
    
    (589,371
    )
    
    
    (589,371
    )
    
    
    (315,900
    )
    
    
    (315,900
    )Available for sale securities
    
    
    22,358
    
    
    
    22,358
    
    
    
    
    
    
    
    Interest rate swaps
    
    
    (2,907
    )
    
    
    (2,907
    )
    
    
    (2,364
    )
    
    
    (2,364
    )Warrants
    
    
    2,318
    
    
    
    2,318
    
    
    
    
    
    
    
    Forward Freight Agreements, net
    
    
    15,487
    
    
    
    15,487
    
    
    
    10,357
    
    
    
    10,357
  Fair Value Measurements as of December 31, 2008Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsAssets
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)FFAs
    
    $
    165,223
    
    
    $
    165,223
    
    
    $
    
    
    
    $
    Navios Acquisition Warrants
    
    
    2,318
    
    
    
    
    
    
    
    2,318
    
    
    
    Investments in available for sale securities
    
    
    22,358
    
    
    
    22,358
    
    
    
    
    
    
    
    Total
    
    $
    189,899
    
    
    $
    187,581
    
    
    $
    2,318
    
    
    $
    
 Fair Value Measurements as of December 31, 2008Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsLiabilities
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)FFAs
    
    $
    149,736
    
    
    $
    149,736
    
    
    $
    
    
    
    $
    Interest rate swap contracts
    
    
    2,907
    
    
    
    
    
    
    
    2,907
    
    
    
    Total
    
    $
    152,643
    
    
    $
    149,736
    
    
    $
    2,907
    
    
    $
    
 F-45




---



##### Table of Contents



Fair Value Measurements as of December 31, 2007Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsAssets
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)FFAs
    
    $
    265,717
    
    
    $
    265,717
    
    
    $
    
    
    
    $
    Interest rate swap contracts
    
    
    55
    
    
    
    
    
    
    
    55
    
    
    
    Total
    
    $
    265,772
    
    
    $
    265,717
    
    
    $
    55
    
    
    $
    
 Fair Value Measurements as of December 31, 2007Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsLiabilities
    
    Total
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)FFAs
    
    $
    255,360
    
    
    $
    255,360
    
    
    $
    
    
    
    $
    Interest rate swap contracts
    
    
    2,419
    
    
    
    
    
    
    
    2,419
    
    
    
    Total
    
    $
    257,779
    
    
    $
    255,360
    
    
    $
    2,419
    
    
    $
    
  NOTE 14: EMPLOYEE BENEFIT PLANS
 Retirement Saving Plan
  Defined Benefit Pension Plan
   F-46




---



##### Table of Contents



Post-employment medical and life insurance benefits
  Stock Plan
    -
    
    Expected term:The simplified method was used which includes
taking the average of the weighted average time to vesting and the
contractual term of the option award. The option awards vest over
three years at 33.3%, 33.3% and 33.4% respectively, resulting in a
weighted average time to vest of approximately 2 years. The
contractual term of the award is 7 years. Utilizing the simplified
approach formula, the derived expected term estimate for the Companys
option award is 4.5 years.-
    
    Expected volatility:The historical volatility of Navios Holdings
shares was used in order to estimate the volatility of the stock
option awards. The final expected volatility estimate (which equals
the historical estimate is 61.30% and 38.47% for 2008 and 2007,
respectively)-
    
    Expected dividends:The expected dividend is based on the current
dividend, our historical pattern of dividend increases and the market
price of our stock.-
    
    Risk-free rate:Navios Holdings has selected to employ the
risk-free yield-to-maturity rate to match the expected term estimated
under the simplified method. The 4.5 yield-to-maturity rate as of
the grant date is 1.23% and 4.123% for 2008 and 2007, respectively.
     F-47




---



##### Table of Contents



Weighted
    
    
    Weightedaverage
    
    
    average
    
    
    Aggregateexercise
    
    
    remaining
    
    
    intrinsicShares
    
    
    price
    
    
    term
    
    
    valueOptionsOutstanding at January 1, 2007
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Granted
    
    
    288,000
    
    
    
    16.75
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding as of December 31, 2007
    
    
    288,000
    
    
    
    16.75
    
    
    
    8.8
    
    
    
    1,542Vested or expected to vest at December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercisable at December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at January 1, 2008
    
    
    288,000
    
    
    
    
    
    
    
    
    
    
    
    1,542Granted
    
    
    571,266
    
    
    
    3.18
    
    
    
    
    
    
    
    691Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding as of December 31, 2008
    
    
    859,266
    
    
    
    7.73
    
    
    
    8.57
    
    
    
    2,233Vested or expected to vest at December 31, 2008
    
    
    96,000Exercisable at December 31, 2008
    
    
    96,000Restricted stockOutstanding as of January 1, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Granted
    
    
    147,264
    
    
    
    
    
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non Vested as of December 31, 2007
    
    
    147,264
    
    
    
    
    
    
    
    1.8
    
    
    
    2,467Vested or expected to vest at December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercisable at December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding as of January 1, 2008
    
    
    147,264
    
    
    
    
    
    
    
    
    
    
    
    2,467Granted
    
    
    314,016
    
    
    
    
    
    
    
    
    
    
    
    1,255Vested
    
    
    (79,858
    )
    
    
    
    
    
    
    
    
    
    
    (1,301
    )Forfeited or expired
    
    
    (1,083
    )
    
    
    
    
    
    
    
    
    
    
    (18
    )Non Vested as of December 31, 2008
    
    
    380,339
    
    
    
    
    
    
    
    1.7
    
    
    
    2,403
   F-48




---



##### Table of Contents



NOTE 15: COMMITMENTS AND CONTINGENCIES:
       NOTE 16: LEASES
 Charters-in:
   Amount2009
    
    $
    107,5602010
    
    
    112,7512011
    
    
    91,9702012
    
    
    99,5872013
    
    
    92,6432014 and thereafter
    
    
    377,337$
    881,848
 F-49




---



##### Table of Contents



Vessel
    
    Vessel Type
    
    Delivery Date
    
    Deadweight
    
    Purchase Option(1)(in metric tons)Navios TBN
    
    Kamsarmax
    
    
    08/2010
    
    
    
    81,000
    
    
    YesNavios TBN
    
    Kamsarmax
    
    
    09/2010
    
    
    
    81,000
    
    
    YesNavios TBN
    
    Kamsarmax
    
    
    11/2010
    
    
    
    81,000
    
    
    YesNavios TBN
    
    Handysize
    
    
    01/2011
    
    
    
    35,000
    
    
    YesNavios TBN
    
    Kamsarmax
    
    
    01/2011
    
    
    
    81,000
    
    
    YesNavios TBN
    
    Kamsarmax
    
    
    02/2011
    
    
    
    81,000
    
    
    YesNavios TBN
    
    Kamsarmax
    
    
    03/2011
    
    
    
    81,000
    
    
    YesNavios TBN
    
    Handysize
    
    
    05/2011
    
    
    
    35,000
    
    
    YesNavios TBN
    
    Handysize
    
    
    06/2011
    
    
    
    35,000
    
    
    Yes
 
 (1)
    
    The initial 50% purchase option on each vessel was held by Navios Holdings. Charters-out:
  Amount2009
    
    $
    243,4172010
    
    
    275,2412011
    
    
    236,5032012
    
    
    207,6542013
    
    
    163,8012014 and thereafter
    
    
    389,198$
    1,515,814
  Office space:
  Amount2009
    
    $
    1,6042010
    
    
    1,3432011
    
    
    1,2882012
    
    
    1,2192013
    
    
    1,2012014 and thereafter
    
    
    5,943Total minimum lease payments (*)
    
    $
    12,598
 
 (*)
    
    Minimum payments have not been reduced by minimum
sublease rentals of a total amount of $289 due
until the end of the sublease agreement, under a
non cancelable sublease. F-50




---



##### Table of Contents



NOTE 17: TRANSACTIONS WITH RELATED PARTIES
 Office rent:
  Purchase of services:
 Management fees:
 General & administrative expenses:
 F-51




---



##### Table of Contents



Balances due to related parties:
 Balance due from affiliate:
 Sale of Navios Aurora I:
 Navios Acquisition:
   NOTE 18: COMMON STOCK
  F-52




---



##### Table of Contents



F-53




---



##### Table of Contents



NOTE 19: DISPOSAL OF ASSETS
  Navios Aurora ICash consideration received
    
    $
    35,000Shares consideration received
    
    
    44,936Book value of vessel Aurora sold to Navios Partners
    
    
    (28,428
    )Total gain
    
    
    51,508Deferred gain (see Note 8)
    
    
    (26,568
    )Gain recognized on sale of Navios Aurora I
    
    
    
    
    
    $
    24,940ObeliksCash consideration received
    
    
    35,090Book value of vessel Obeliks sold
    
    
    (34,915
    )Gain recognized on sale of Obeliks
    
    
    
    
    
    
    175Partial sale of subsidiarySale price
    
    
    78,000Book value of CNSA contributed to Navios Logistics
    
    
    (70,150
    )Excess of fair value sale (including minority interests)
    
    
    7,850Gain on sale of partial subsidiary
    
    
    
    
    
    
    2,702Gain on sale of assets/partial sale of subsidiary
    
    
    
    
    
    $
    27,817
  Assets sold to Navios PartnersCash proceeds on sale of assets to Navios Partners
    
    $
    353,300Net book value of assets sold
    
    
    (185,789
    )Gain on sale of assets
    
    $
    167,511
  F-54




---



##### Table of Contents



NOTE 20: SEGMENT INFORMATION
   Vessel Operations
    
    
    Logistics Businessfor the
    
    
    for the
    
    
    Total for theYear Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2008
    
    
    2008Revenue
    
    $
    1,138,284
    
    
    $
    107,778
    
    
    $
    1,246,062Gain on forward freight agreements
    
    
    16,244
    
    
    
    
    
    
    
    16,244Interest income
    
    
    7,252
    
    
    
    501
    
    
    
    7,753Interest income from investments in finance leases
    
    
    2,185
    
    
    
    
    
    
    
    2,185Interest expense and finance cost
    
    
    (44,707
    )
    
    
    (4,421
    )
    
    
    (49,128
    )Depreciation and amortization
    
    
    (38,499
    )
    
    
    (18,563
    )
    
    
    (57,062
    )Equity in net income of affiliated companies and
joint ventures
    
    
    17,431
    
    
    
    
    
    
    
    17,431Net income
    
    
    115,100
    
    
    
    3,427
    
    
    
    118,527Total assets
    
    
    1,783,132
    
    
    
    472,246
    
    
    
    2,255,3787Goodwill
    
    
    56,239
    
    
    
    91,393
    
    
    
    147,632Capital expenditures
    
    
    318,287
    
    
    
    99,212
    
    
    
    417,499Investment in affiliates
    
    $
    5,605
    
    
    $
    
    
    
    $
    5,605
 Port TerminalVessel Operations
    
    
    Operationsfor the
    
    
    for the
    
    
    Total for theYear Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2007
    
    
    2007Revenue
    
    $
    748,731
    
    
    $
    9,689
    
    
    $
    758,420Gain on forward freight agreements
    
    
    26,379
    
    
    
    
    
    
    
    26,379Interest income
    
    
    10,671
    
    
    
    148
    
    
    
    10,819Interest income from investments in finance leases
    
    
    3,507
    
    
    
    
    
    
    
    3,507
 F-55




---



##### Table of Contents



Port TerminalVessel Operations
    
    
    Operationsfor the
    
    
    for the
    
    
    Total for theYear Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2007
    
    
    2007Interest expense and finance cost
    
    
    (51,089
    )
    
    
    
    
    
    
    (51,089
    )Depreciation and amortization
    
    
    (30,033
    )
    
    
    (1,867
    )
    
    
    (31,900
    )Equity in net income of affiliated companies and
joint ventures
    
    
    1,929
    
    
    
    
    
    
    
    1,929Net income
    
    
    268,038
    
    
    
    2,963
    
    
    
    271,001Total assets
    
    
    1,894,296
    
    
    
    76,708
    
    
    
    1,971,004Goodwill
    
    
    56,239
    
    
    
    14,571
    
    
    
    70,810Capital expenditures
    
    
    253,364
    
    
    
    
    
    
    
    253,364Investment in affiliates
    
    $
    1,079
    
    
    $
    
    
    
    $
    1,079
 Port TerminalVessel Operations
    
    
    Operations for
    
    
    Total for thefor the Year Ended
    
    
    the Year Ended
    
    
    Year EndedDecember 31, 2006
    
    
    December 31, 2006
    
    
    December 31, 2006Revenue
    
    $
    196,646
    
    
    $
    8,729
    
    
    $
    205,375Gain on forward freight agreements
    
    
    19,786
    
    
    
    
    
    
    
    19,786Interest income
    
    
    3,821
    
    
    
    11
    
    
    
    3,832Interest expense and finance cost
    
    
    (47,429
    )
    
    
    
    
    
    
    (47,429
    )Depreciation and amortization
    
    
    (35,242
    )
    
    
    (1,887
    )
    
    
    (37,129
    )Equity in net income of affiliated companies
    
    
    674
    
    
    
    
    
    
    
    674Net income
    
    
    18,236
    
    
    
    2,833
    
    
    
    21,069Total assets
    
    
    871,860
    
    
    
    72,923
    
    
    
    944,783Goodwill
    
    
    26,218
    
    
    
    14,571
    
    
    
    40,789Capital expenditures (*)
    
    
    161,341
    
    
    
    104
    
    
    
    161,445Investment in affiliates
    
    $
    749
    
    
    $
    
    
    
    $
    749
 
 (*)
    
    Includes $5,100 non-cash consideration in the form of common stock issued in connection with the purchase of one vessel and $38,600 transferred from vessels
favorable lease terms and backlogs in connection with the acquisition of five option vessels.  Revenue by Geographic Region
 Year ended
    
    
    Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006North America
    
    $
    84,543
    
    
    $
    92,474
    
    
    $
    19,354Europe
    
    
    400,867
    
    
    
    280,187
    
    
    
    90,427Asia
    
    
    600,286
    
    
    
    323,352
    
    
    
    73,666South America
    
    
    107,778
    
    
    
    9,689
    
    
    
    8,729Other
    
    
    52,588
    
    
    
    52,718
    
    
    
    13,199Total
    
    $
    1,246,062
    
    
    $
    758,420
    
    
    $
    205,375
  F-56




---



##### Table of Contents



NOTE 21: EARNINGS PER COMMON SHARE
  Year ended
    
    
    Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006Numerator:Net income
    
    $
    118,527
    
    
    $
    271,001
    
    
    $
    21,069Less:Incremental fair value of securities offered to
induce warrants exercise
    
    
    
    
    
    
    (4,195
    )
    
    
    Income available to common shareholders
    
    $
    118,527
    
    
    $
    266,806
    
    
    $
    21,069Denominator:Denominator for basic earning per share  weighted
average shares
    
    
    104,343,083
    
    
    
    92,820,943
    
    
    
    54,894,402Dilutive potential common shares  weighted averageRestricted stock and restricted units
    
    
    178,691
    
    
    
    29,613
    
    
    
    Warrants outstanding  weighted average
    
    
    6,759,586
    
    
    
    15,426,857
    
    
    
    56,444,569Proceeds on exercises of warrants
    
    $
    33,797,930
    
    
    $
    77,134,285
    
    
    $
    282,222,845Number of shares to be repurchased
    
    
    3,936,612
    
    
    
    8,847,880
    
    
    
    55,809,283Dilutive effect of securities  warrants
    
    
    3,001,665
    
    
    
    6,608,590
    
    
    
    635,286Denominator for diluted earnings per share -
adjusted weighted shares and assumed conversions
    
    
    107,344,748
    
    
    
    99,429,533
    
    
    
    55,529,688Basic earnings per share
    
    $
    1.14
    
    
    $
    2.87
    
    
    $
    0.38Diluted earnings per share
    
    $
    1.10
    
    
    $
    2.68
    
    
    $
    0.38
  NOTE 22: INCOME TAXES
  F-57




---



##### Table of Contents




    
    for the financial year of putting into service: maximum depreciation 20% straight line;
    
    for each of the two following financial years: maximum depreciation of 15% straight line;
    
    then per financial year up to the complete writing off: maximum depreciation of 10% straight line.
     Year EndedDecember 31,2007Total investment allowance
    
    
    82,287Total deducted from taxable income
    
    
    (4,242
    )Total allowance carried forward to offset against future taxable income
    
    
    78,045
 F-58




---



##### Table of Contents



NOTE 23: MINORITY INTEREST
  F-59




---



##### Table of Contents



Minority interest December 31, 2007
    
    $
    Acquisition of Horamar
    
    
    96,186Minority interest in subsidiaries of Horamar
    
    
    31,050Profit and loss for the period
    
    
    1,723Minority interest December 31, 2008
    
    
    128,959
 NOTE 24: INVESTMENT IN AVAILABLE FOR SALE SECURITIES
     NOTE 25: OTHER FINANCIAL INFORMATION
 1 2
 F-60




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##### Table of Contents



NaviosMaritime
    
    Other
    
    NonIncome Statement for the year
    
    Holdings Inc.
    
    Guarantor
    
    Guarantorended December 31, 2008 (in 000s US$)
    
    Issuer
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalRevenue
    
    
    
    
    
    
    1,138,284
    
    
    
    107,778
    
    
    
    
    
    
    
    1,246,062Gain on forward freight agreements
    
    
    
    
    
    
    16,244
    
    
    
    
    
    
    
    
    
    
    
    16,244Time charter, voyage and logistic
business expenses
    
    
    
    
    
    
    (995,971
    )
    
    
    (70,268
    )
    
    
    
    
    
    
    (1,066,239
    )Direct vessel expenses
    
    
    
    
    
    
    (26,621
    )
    
    
    
    
    
    
    
    
    
    
    (26,621
    )General and administrative expenses
    
    
    (8,851
    )
    
    
    (20,151
    )
    
    
    (10,999
    )
    
    
    
    
    
    
    (40,001
    )Depreciation and amortization
    
    
    (2,818
    )
    
    
    (35,682
    )
    
    
    (18,562
    )
    
    
    
    
    
    
    (57,062
    )Provision for losses on accounts
receivable
    
    
    
    
    
    
    (2,668
    )
    
    
    
    
    
    
    
    
    
    
    (2,668
    )Interest income from finance leases
    
    
    
    
    
    
    2,185
    
    
    
    
    
    
    
    
    
    
    
    2,185Interest income
    
    
    4,073
    
    
    
    3,178
    
    
    
    502
    
    
    
    
    
    
    
    7,753Interest expenses and finance cost, net
    
    
    (23,335
    )
    
    
    (21,372
    )
    
    
    (4,421
    )
    
    
    
    
    
    
    (49,128
    )Gain on sale of assets/partial sale of
subsidiary
    
    
    
    
    
    
    27,817
    
    
    
    
    
    
    
    
    
    
    
    27,817Other income
    
    
    
    
    
    
    
    
    
    
    948
    
    
    
    
    
    
    
    948Other expense
    
    
    (5,218
    )
    
    
    (7,340
    )
    
    
    (26
    )
    
    
    
    
    
    
    (12,584
    )Income before equity in net earnings
of affiliated companies
    
    
    (36,149
    )
    
    
    77,903
    
    
    
    4,952
    
    
    
    
    
    
    
    46,706Income from subsidiaries
    
    
    139,455
    
    
    
    
    
    
    
    
    
    
    
    (139,455
    )
    
    
    Equity in net earnings of affiliated
companies
    
    
    15,221
    
    
    
    2,210
    
    
    
    
    
    
    
    
    
    
    
    17,431Income before taxes and minority
interest
    
    
    118,527
    
    
    
    80,113
    
    
    
    4,952
    
    
    
    (139,455
    )
    
    
    64,137Income taxes
    
    
    
    
    
    
    57,094
    
    
    
    (981
    )
    
    
    
    
    
    
    56,113Income
before minority interest
    
    
    118,527
    
    
    
    137,207
    
    
    
    3,971
    
    
    
    (139,455
    )
    
    
    120,250Minority interest
    
    
    
    
    
    
    (1,179
    )
    
    
    (544
    )
    
    
    
    
    
    
    (1,723
    )Net Income
    
    
    118,527
    
    
    
    136,028
    
    
    
    3,427
    
    
    
    (139,455
    )
    
    
    118,527
 F-61




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##### Table of Contents



NaviosMaritime
    
    Other
    
    NonIncome Statement for the year
    
    Holdings Inc.
    
    Guarantor
    
    Guarantorended December 31, 2007 (in 000s US$)
    
    Issuer
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalRevenue
    
    
    
    
    
    
    748,731
    
    
    
    9,689
    
    
    
    
    
    
    
    758,420Gain on forward freight agreements
    
    
    
    
    
    
    26,379
    
    
    
    
    
    
    
    
    
    
    
    26,379Time charter, voyage and port terminal
expenses
    
    
    
    
    
    
    (553,713
    )
    
    
    (3,860
    )
    
    
    
    
    
    
    (557,573
    )Direct vessel expenses
    
    
    
    
    
    
    (27,892
    )
    
    
    
    
    
    
    
    
    
    
    (27,892
    )General and administrative expenses
    
    
    (3,101
    )
    
    
    (19,450
    )
    
    
    (507
    )
    
    
    
    
    
    
    (23,058
    )Depreciation and amortization
    
    
    (2,808
    )
    
    
    (27,225
    )
    
    
    (1,867
    )
    
    
    
    
    
    
    (31,900
    )Interest income from finance leases
    
    
    
    
    
    
    3,507
    
    
    
    
    
    
    
    
    
    
    
    3,507Interest income
    
    
    6,556
    
    
    
    4,115
    
    
    
    148
    
    
    
    
    
    
    
    10,819Interest expenses and finance cost, net
    
    
    (48,537
    )
    
    
    (2,552
    )
    
    
    
    
    
    
    
    
    
    
    (51,089
    )Gain on sale of assets
    
    
    
    
    
    
    167,511
    
    
    
    
    
    
    
    
    
    
    
    167,511Other income
    
    
    40
    
    
    
    401
    
    
    
    4
    
    
    
    
    
    
    
    445Other expense
    
    
    (99
    )
    
    
    (1,303
    )
    
    
    (644
    )
    
    
    
    
    
    
    (2,046
    )Income before equity in net earnings
of affiliated companies and taxes
    
    
    (47,949
    )
    
    
    318,509
    
    
    
    2,963
    
    
    
    
    
    
    
    273,523Income from subsidiaries
    
    
    318,950
    
    
    
    
    
    
    
    
    
    
    
    (318,950
    )
    
    
    Equity in net earnings of affiliated
companies
    
    
    
    
    
    
    1,929
    
    
    
    
    
    
    
    
    
    
    
    1,929Income before taxes
    
    
    271,001
    
    
    
    320,438
    
    
    
    2,963
    
    
    
    (318,950
    )
    
    
    275,452Income tax
    
    
    
    
    
    
    (4,451
    )
    
    
    
    
    
    
    
    
    
    
    (4,451
    )Net Income
    
    
    271,001
    
    
    
    315,987
    
    
    
    2,963
    
    
    
    (318,950
    )
    
    
    271,001
 F-62




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##### Table of Contents



NaviosMaritime
    
    Other
    
    NonIncome Statement for the year
    
    Holdings Inc.
    
    Guarantor
    
    Guarantorended December 31, 2006 (in 000s US$)
    
    Issuer
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalRevenue
    
    
    
    
    
    
    196,646
    
    
    
    8,729
    
    
    
    
    
    
    
    205,375Gain on forward freight agreements
    
    
    
    
    
    
    19,786
    
    
    
    
    
    
    
    
    
    
    
    19,786Time charter, voyage and port terminal
expenses
    
    
    
    
    
    
    (80,620
    )
    
    
    (3,605
    )
    
    
    
    
    
    
    (84,225
    )Direct vessel expenses
    
    
    
    
    
    
    (19,863
    )
    
    
    
    
    
    
    
    
    
    
    (19,863
    )General and administrative expenses
    
    
    (1,866
    )
    
    
    (12,699
    )
    
    
    (492
    )
    
    
    
    
    
    
    (15,057
    )Depreciation and amortization
    
    
    (2,812
    )
    
    
    (32,430
    )
    
    
    (1,887
    )
    
    
    
    
    
    
    (37,129
    )Provisions for losses on accounts receivable
    
    
    
    
    
    
    (6,242
    )
    
    
    
    
    
    
    
    
    
    
    (6,242
    )Interest income
    
    
    2,735
    
    
    
    1,086
    
    
    
    11
    
    
    
    
    
    
    
    3,832Interest expenses and finance cost, net
    
    
    (47,429
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (47,429
    )Other income
    
    
    5
    
    
    
    1,737
    
    
    
    77
    
    
    
    
    
    
    
    1,819Other expense
    
    
    (47
    )
    
    
    (425
    )
    
    
    
    
    
    
    
    
    
    
    (472
    )Income before equity in net earnings of
affiliated companies
    
    
    (49,414
    )
    
    
    66,976
    
    
    
    2,833
    
    
    
    
    
    
    
    20,395Income from subsidiaries
    
    
    70,483
    
    
    
    
    
    
    
    
    
    
    
    (70,483
    )
    
    
    Equity in net earnings of affiliated companies
    
    
    
    
    
    
    674
    
    
    
    
    
    
    
    
    
    
    
    674Net Income
    
    
    21,069
    
    
    
    67,650
    
    
    
    2,833
    
    
    
    (70,483
    )
    
    
    21,069
 F-63




---



##### Table of Contents



NaviosMaritime
    
    Other
    
    NonHoldings Inc.
    
    Guarantor
    
    GuarantorBalance Sheet as at December 31, 2008
    
    Issuer
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalCash and cash equivalent
    
    
    9,637
    
    
    
    112,471
    
    
    
    11,516
    
    
    
    
    
    
    
    133,624Restricted cash
    
    
    
    
    
    
    16,808
    
    
    
    1,050
    
    
    
    
    
    
    
    17,858Accounts receivable, net
    
    
    
    
    
    
    95,916
    
    
    
    13,864
    
    
    
    
    
    
    
    109,780Intercompany receivables
    
    
    458,512
    
    
    
    
    
    
    
    41
    
    
    
    (458,553
    )
    
    
    Short term derivative assets
    
    
    
    
    
    
    214,156
    
    
    
    
    
    
    
    
    
    
    
    214,156Short term backlog asset
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    44Due from affiliate companies
    
    
    
    
    
    
    1,677
    
    
    
    
    
    
    
    
    
    
    
    1,677Prepaid expenses and other current assets
    
    
    19
    
    
    
    22,210
    
    
    
    6,041
    
    
    
    
    
    
    
    28,270Total current assets
    
    
    468,168
    
    
    
    463,238
    
    
    
    32,556
    
    
    
    (458,553
    )
    
    
    505,409Deposit for vessel acquisitions
    
    
    
    
    
    
    404,096
    
    
    
    
    
    
    
    
    
    
    
    404,096Vessels, port terminal and other fixed
assets, net
    
    
    
    
    
    
    486,857
    
    
    
    250,237
    
    
    
    
    
    
    
    737,094Long term derivative asset
    
    
    2,318
    
    
    
    34,379
    
    
    
    
    
    
    
    
    
    
    
    36,697Investments in subsidiaries
    
    
    923,348
    
    
    
    185,810
    
    
    
    
    
    
    
    (1,109,158
    )
    
    
    Investment in available for sale securities
    
    
    22,358
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,358Investment in affiliates
    
    
    3,830
    
    
    
    1,775
    
    
    
    
    
    
    
    
    
    
    
    5,605Investment in leased assets
    
    
    
    
    
    
    18,998
    
    
    
    
    
    
    
    
    
    
    
    18,998Deferred financing costs, net
    
    
    12,219
    
    
    
    810
    
    
    
    420
    
    
    
    
    
    
    
    13,449Deferred dry dock and special survey costs,
net
    
    
    
    
    
    
    3,440
    
    
    
    1,433
    
    
    
    
    
    
    
    4,873Other long term assets
    
    
    
    
    
    
    
    
    
    
    9,535
    
    
    
    
    
    
    
    9,535Goodwill and other intangibles
    
    
    106,433
    
    
    
    182,346
    
    
    
    206,731
    
    
    
    
    
    
    
    495,510Total non-current assets
    
    
    1,070,506
    
    
    
    1,318,511
    
    
    
    468,356
    
    
    
    (1,109,158
    )
    
    
    1,748,215Total assets
    
    
    1,538,674
    
    
    
    1,781,749
    
    
    
    500,912
    
    
    
    (1,567,711
    )
    
    
    2,253,624LIABILITIES AND STOCKHOLDERS EQUITYAccount payable
    
    
    
    
    
    
    62,355
    
    
    
    10,165
    
    
    
    
    
    
    
    72,520Accrued expenses and other current liabilities
    
    
    3,791
    
    
    
    32,938
    
    
    
    9,058
    
    
    
    
    
    
    
    45,787Dividend payable
    
    
    9,096
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,096Intercompany Payables
    
    
    
    
    
    
    458,553
    
    
    
    
    
    
    
    (458,553
    )
    
    
    Short term derivative liability
    
    
    
    
    
    
    128,952
    
    
    
    
    
    
    
    
    
    
    
    128,952Current portion of long term debt
    
    
    10,920
    
    
    
    1,120
    
    
    
    3,137
    
    
    
    
    
    
    
    15,177Total current liabilities
    
    
    23,807
    
    
    
    683,918
    
    
    
    22,360
    
    
    
    (458,553
    )
    
    
    271,532Long term debt, net of current portion
    
    
    709,047
    
    
    
    85,300
    
    
    
    78,191
    
    
    
    
    
    
    
    872,538Long term liabilities
    
    
    
    
    
    
    25,646
    
    
    
    22,181
    
    
    
    
    
    
    
    47,827Long term derivative liability
    
    
    
    
    
    
    23,691
    
    
    
    
    
    
    
    
    
    
    
    23,691Unfavorable lease terms
    
    
    
    
    
    
    75,179
    
    
    
    1,505
    
    
    
    
    
    
    
    76,684Deferred tax
    
    
    
    
    
    
    
    
    
    
    26,573
    
    
    
    
    
    
    
    26,573Total non-current liabilities
    
    
    709,047
    
    
    
    209,816
    
    
    
    128,450
    
    
    
    
    
    
    
    1,047,313Total liabilities
    
    
    732,854
    
    
    
    893,734
    
    
    
    150,810
    
    
    
    (458,553
    )
    
    
    1,318,845Minority interest
    
    
    
    
    
    
    
    
    
    
    128,959
    
    
    
    
    
    
    
    128,959Total stockholders equity
    
    
    805,820
    
    
    
    888,015
    
    
    
    221,143
    
    
    
    (1,109,158
    )
    
    
    805,820Total Liabilities and Stockholders Equity
    
    
    1,538,674
    
    
    
    1,781,749
    
    
    
    500,912
    
    
    
    (1,567,711
    )
    
    
    2,253,624
 F-64




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##### Table of Contents



NaviosMaritime
    
    Other
    
    NonHoldings Inc.
    
    Guarantor
    
    GuarantorBalance Sheet as at December 31, 2007
    
    Issuer
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalCash and cash equivalent
    
    
    211,183
    
    
    
    209,034
    
    
    
    7,350
    
    
    
    
    
    
    
    427,567Restricted cash
    
    
    
    
    
    
    83,697
    
    
    
    
    
    
    
    
    
    
    
    83,697Accounts receivable, net
    
    
    109
    
    
    
    104,565
    
    
    
    294
    
    
    
    
    
    
    
    104,968Intercompany receivables
    
    
    227,680
    
    
    
    
    
    
    
    
    
    
    
    (227,680
    )
    
    
    Short term derivative assets
    
    
    
    
    
    
    184,038
    
    
    
    
    
    
    
    
    
    
    
    184,038Short term backlog asset
    
    
    
    
    
    
    2,279
    
    
    
    175
    
    
    
    
    
    
    
    2,454Due from affiliate companies
    
    
    
    
    
    
    4,458
    
    
    
    
    
    
    
    
    
    
    
    4,458Prepaid expenses and other current assets
    
    
    3,210
    
    
    
    37,728
    
    
    
    125
    
    
    
    
    
    
    
    41,063Total current assets
    
    
    442,182
    
    
    
    625,799
    
    
    
    7,944
    
    
    
    (227,680
    )
    
    
    848,245Deposit on exercise of vessels purchase option
    
    
    
    
    
    
    208,254
    
    
    
    
    
    
    
    
    
    
    
    208,254Vessels, port terminal and other fixed
assets, net
    
    
    
    
    
    
    400,621
    
    
    
    24,970
    
    
    
    
    
    
    
    425,591Long term derivative asset
    
    
    
    
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    90Investments in subsidiaries
    
    
    783,893
    
    
    
    
    
    
    
    
    
    
    
    (783,893
    )
    
    
    Investment in associates and joint ventures
    
    
    
    
    
    
    1,079
    
    
    
    
    
    
    
    
    
    
    
    1,079Investment in leased asset
    
    
    
    
    
    
    58,756
    
    
    
    
    
    
    
    
    
    
    
    58,756Deferred financing cost, net
    
    
    13,017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,017Deferred dry dock and special survey costs,
net
    
    
    
    
    
    
    3,153
    
    
    
    
    
    
    
    
    
    
    
    3,153Long term backlog asset
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    44Goodwill and other intangibles
    
    
    109,251
    
    
    
    259,774
    
    
    
    43,750
    
    
    
    
    
    
    
    412,775Total non-current assets
    
    
    906,161
    
    
    
    931,727
    
    
    
    68,764
    
    
    
    (783,893
    )
    
    
    1,122,759Total Assets
    
    
    1,348,343
    
    
    
    1,557,526
    
    
    
    76,708
    
    
    
    (1,011,573
    )
    
    
    1,971,004LIABILITIES AND STOCKHOLDERS
EQUITYAccount payable
    
    
    292
    
    
    
    106,373
    
    
    
    
    
    
    
    
    
    
    
    106,665Accrued expenses and other current liabilities
    
    
    8,948
    
    
    
    59,434
    
    
    
    600
    
    
    
    
    
    
    
    68,982Deferred tax liability
    
    
    
    
    
    
    3,663
    
    
    
    
    
    
    
    
    
    
    
    3,663Intercompany Payables
    
    
    
    
    
    
    221,756
    
    
    
    5,924
    
    
    
    (227,680
    )
    
    
    Short term derivative liability
    
    
    
    
    
    
    256,961
    
    
    
    
    
    
    
    
    
    
    
    256,961Current portion of long term debt
    
    
    11,000
    
    
    
    3,220
    
    
    
    
    
    
    
    
    
    
    
    14,220Total current liabilities
    
    
    20,240
    
    
    
    651,407
    
    
    
    6,524
    
    
    
    (227,680
    )
    
    
    450,491Long term debt, net of current portion
    
    
    558,899
    
    
    
    40,930
    
    
    
    
    
    
    
    
    
    
    
    599,829Long term liabilities
    
    
    
    
    
    
    603
    
    
    
    35
    
    
    
    
    
    
    
    638Long term derivative liability
    
    
    
    
    
    
    818
    
    
    
    
    
    
    
    
    
    
    
    818Unfavorable lease terms
    
    
    
    
    
    
    96,217
    
    
    
    
    
    
    
    
    
    
    
    96,217Deferred tax
    
    
    
    
    
    
    53,807
    
    
    
    
    
    
    
    
    
    
    
    53,807Total non-current liabilities
    
    
    558,899
    
    
    
    192,375
    
    
    
    35
    
    
    
    
    
    
    
    751,309Total liabilities
    
    
    579,139
    
    
    
    843,782
    
    
    
    6,559
    
    
    
    (227,680
    )
    
    
    1,201,800Total stockholders equity
    
    
    769,204
    
    
    
    713,744
    
    
    
    70,149
    
    
    
    (783,893
    )
    
    
    769,204Total Liabilities and Stockholders Equity
    
    
    1,348,343
    
    
    
    1,557,526
    
    
    
    76,708
    
    
    
    (1,011,573
    )
    
    
    1,971,004
 F-65




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##### Table of Contents



NaviosMaritime
    
    Other
    
    NonCash flow statement for
    
    Holdings Inc.
    
    Guarantor
    
    Guarantorthe year ended December 31, 2008
    
    Issuer
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalNet cash (used
in)/provided by
operating
activities
    
    
    (277,609
    )
    
    
    221,002
    
    
    
    28,219
    
    
    
    
    
    
    
    (28,388
    )Cash flows from
investing
activitiesAcquisition of
subsidiaries, net
of cash acquired
    
    
    
    
    
    
    (113,161
    )
    
    
    5,592
    
    
    
    
    
    
    
    (107,569
    )Deposits in escrow
in connection with
acquisition of
subsidiary
    
    
    
    
    
    
    (2,500
    )
    
    
    
    
    
    
    
    
    
    
    (2,500
    )Receipts from
finance lease
    
    
    
    
    
    
    4,843
    
    
    
    
    
    
    
    
    
    
    
    4,843Proceeds from sale
of assets
    
    
    
    
    
    
    70,088
    
    
    
    
    
    
    
    
    
    
    
    70,088Acquisition of
vessels
    
    
    
    
    
    
    (118,814
    )
    
    
    
    
    
    
    
    
    
    
    (118,814
    )Deposits on vessel
acquisitions
    
    
    
    
    
    
    (197,853
    )
    
    
    
    
    
    
    
    
    
    
    (197,853
    )Purchase of
property and
equipment
    
    
    
    
    
    
    (1,621
    )
    
    
    (99,211
    )
    
    
    
    
    
    
    (100,832
    )Net cash used in
investing activity
    
    
    
    
    
    
    (359,018
    )
    
    
    (93,619
    )
    
    
    
    
    
    
    (452,637
    ))Cash flows from
financing
activitiesIssuance of common
stock
    
    
    6,749
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,749Proceeds from long
term borrowing, net
of finance fees
    
    
    191,728
    
    
    
    51,223
    
    
    
    69,566
    
    
    
    
    
    
    
    312,517Principal payment
on long term debt
    
    
    (42,793
    )
    
    
    (9,770
    )
    
    
    
    
    
    
    
    
    
    
    (52,563
    )Acquisition of
treasury stock
    
    
    (51,033
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51,033
    )Dividends paid
    
    
    (28,588
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,588
    )Net cash provided
by financing
activity
    
    
    76,063
    
    
    
    41,453
    
    
    
    69,566
    
    
    
    
    
    
    
    187,082Net increase in
cash and cash
equivalents
    
    
    (201,546
    )
    
    
    (96,563
    )
    
    
    4,166
    
    
    
    
    
    
    
    (293,943
    )Cash and cash
equivalents, at
beginning of period
    
    
    211,183
    
    
    
    209,034
    
    
    
    7,350
    
    
    
    
    
    
    
    427,567Cash and cash
equivalents, at end
of period
    
    
    9,637
    
    
    
    112,471
    
    
    
    11,516
    
    
    
    
    
    
    
    133,624
 F-66




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##### Table of Contents



NaviosMaritime
    
    Other
    
    NonCash flow statement for
    
    Holdings Inc.
    
    Guarantor
    
    Guarantorthe year ended December 31, 2007
    
    Issuer
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalNet cash provided by operating activities
    
    
    88,907
    
    
    
    33,408
    
    
    
    9,427
    
    
    
    (3,667
    )
    
    
    128,075Cash flows from investing activitiesAcquisition of subsidiaries, net of cash acquired
    
    
    (167,569
    )
    
    
    22,133
    
    
    
    
    
    
    
    
    
    
    
    (145,436
    )Proceeds from sale of assets
    
    
    
    
    
    
    353,300
    
    
    
    
    
    
    
    
    
    
    
    353,300Receipts from finance lease
    
    
    
    
    
    
    9,049
    
    
    
    
    
    
    
    
    
    
    
    9,049Acquisition of vessels
    
    
    
    
    
    
    (44,510
    )
    
    
    
    
    
    
    
    
    
    
    (44,510
    )Deposit on purchase of vessel
    
    
    
    
    
    
    (188,254
    )
    
    
    
    
    
    
    
    
    
    
    (188,254
    )Acquisition of fixed assets
    
    
    
    
    
    
    (600
    )
    
    
    
    
    
    
    
    
    
    
    (600
    )Net cash provided by/(used in) investing activity
    
    
    (167,569
    )
    
    
    151,118
    
    
    
    
    
    
    
    
    
    
    
    (16,451
    )Cash flows from financing activitiesIssuance of common stock
    
    
    239,567
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    239,567Proceeds from long term borrowing, net of
finance fees
    
    
    122,075
    
    
    
    16,611
    
    
    
    
    
    
    
    
    
    
    
    138,686Principal payment on long term debt
    
    
    (123,250
    )
    
    
    (12,695
    )
    
    
    
    
    
    
    
    
    
    
    (135,945
    )Dividends paid
    
    
    (26,023
    )
    
    
    
    
    
    
    (3,667
    )
    
    
    3,667
    
    
    
    (26,023
    )Net cash provided by/(used in) financing activity
    
    
    212,369
    
    
    
    3,916
    
    
    
    (3,667
    )
    
    
    3,667
    
    
    
    216,285Net increase in cash and cash equivalents
    
    
    133,707
    
    
    
    188,442
    
    
    
    5,760
    
    
    
    
    
    
    
    327,909Cash and cash equivalents, at beginning of period
    
    
    77,476
    
    
    
    20,592
    
    
    
    1,590
    
    
    
    
    
    
    
    99,658Cash and cash equivalents, at end of period
    
    
    211,183
    
    
    
    209,034
    
    
    
    7,350
    
    
    
    
    
    
    
    427,567
 NaviosMaritime
    
    Other
    
    NonCash flow statement for
    
    Holdings Inc.
    
    Guarantor
    
    Guarantorthe year ended December 31, 2006
    
    Issuer
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalNet cash provided by/(used in) operating
activities
    
    
    (44,257
    )
    
    
    99,493
    
    
    
    1,196
    
    
    
    
    
    
    
    56,432Cash flows from investing activitiesAcquisition of vessels
    
    
    
    
    
    
    (108,117
    )
    
    
    
    
    
    
    
    
    
    
    (108,117
    )Acquisition of fixed assets
    
    
    
    
    
    
    (1,165
    )
    
    
    (126
    )
    
    
    
    
    
    
    (1,291
    )Deposit on exercise of vessel purchase option
    
    
    
    
    
    
    (2,055
    )
    
    
    
    
    
    
    
    
    
    
    (2,055
    )Net cash used in investing activity
    
    
    
    
    
    
    (111,337
    )
    
    
    (126
    )
    
    
    
    
    
    
    (111,463
    )Cash flows from financing activitiesIssuance of common stock
    
    
    65,453
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,453Deferred finance cost
    
    
    (7,775
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,775
    )Proceeds from long term borrowing
    
    
    415,109
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    415,109Principal payment on long term debt
    
    
    (340,453
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (340,453
    )Dividends paid
    
    
    (15,382
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,382
    )Net cash provided by financing activity
    
    
    116,952
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116,952Net increase (decrease) in cash and cash
equivalents
    
    
    72,695
    
    
    
    (11,844
    )
    
    
    1,070
    
    
    
    
    
    
    
    61,921Cash and cash equivalents, at beginning of period
    
    
    4,781
    
    
    
    32,436
    
    
    
    520
    
    
    
    
    
    
    
    37,737Cash and cash equivalents, at end of period
    
    
    77,476
    
    
    
    20,592
    
    
    
    1,590
    
    
    
    
    
    
    
    99,658
 F-67




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##### Table of Contents



NOTE 26: SUBSEQUENT EVENTS
 (a)
    
    On February 12, 2009, Navios Holdings received an amount of $4,475 as
a dividend distribution from its affiliate Navios Partners.(b)
    
    On February 13, 2009, the Board of Directors resolved that a dividend
of $0.06 per common share will be paid on April 3, 2009 to
shareholders on record as of March 16, 2009.(c)
    
    On February 16, 2009, Navios Holdings concluded a facility of up to
$120,000 to finance the acquisition of two Capesize vessels to be
delivered. The loan is repayable in 20 semi-annual installments and
bears an interest rate of LIBOR plus 1.90%.(d)
    
    On February 17, 2009, Navios Holdings took delivery of Navios Vega, is
a 58,792 dwt, 2009 built Ultra Handymax built in Japan for an
acquisition cost of approximately $73,500. The purchase price was paid
partially in cash ($40,000) and the remaining $33,500 through a 2%
convertible bond exercisable at a price of $11.00 per share,
exercisable until February 2012.(e)
    
    In February 2009, the Company issued 55,765 restricted shares to its
Greek employees under the Companys existing stock option plan.
Stock-based awards to be granted to these employees, will be based on
service conditions only and include restricted stocks only.(f)
    
    In March 2009, Navios Holdings amended its facility agreement with HSH Nordbank and
Commerzbank A.G., effective as of November 15, 2008, as follows: (a) to reduce the SVM ratio
(ratio of the charter-free valuations of the mortgaged vessels over the outstanding loan
amount) from 125% to 100%; (b) to obligate Navios Holdings to accumulate cash reserves into a
pledged account with the agent bank of $14,000 ($5,000 in March 2009 and $1.125 on each loan
repayment date during 2009 and 2010, starting from January 2009); and (c) to set the margin at
200 bps. The amendment is effective until January 31, 2010. At December 31, 2008, Navios
Holdings was in compliance with the financial covenants, including the SVM ratio, as required
under its amended facility agreement However, if Navios Holdings was required to use the
original SVM ratio on December 31, 2008 to test compliance, it may not have been in
compliance.(g)
    
    In March 2009, Navios Holdings concluded a loan facility of up to $110,000 to be used for
general corporate purposes. The facility is repayable in one installment in February 2011 and
bears interest at a rate of LIBOR plus 2.75%.(h)
    
    In March 2009, Navios Logistics transferred its loan facility of $70,000 to Marfin Popular
Bank Public Co. Ltd. The loan was transferred under the same terms except for an increase in
margin to 275 bps.(i)
    
    In accordance with the amended share purchase agreement for
the acquisition of Horamar performed in March 2009, the final EBITDA target may be resolved until June 30, 2009.
 F-68




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##### Table of Contents



SIGNATURE
  Navios Maritime Holdings Inc.By:
    
    /s/ Angeliki FrangouName:
    
    Angeliki FrangouTitle:
    
    Chairman and Chief Executive Officer
 Date:
April 14, 2009