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Navios Maritime Holdings Inc. Reports Financial Results for the Third Quarter and Nine Months Ended September 30, 2012

PIRAEUS, GREECE -- (Marketwire) -- 11/19/12 -- Navios Maritime Holdings Inc. ("Navios Holdings" or "the Company") (NYSE: NM)

  • To receive $175.4 million of cash and $41.2 million of insurance in restructuring its credit default insurance

  • $184.4 million EBITDA for the nine months ended September 30, 2012 - $60.8 million for Q3 2012

  • $19.4 million Net Income for the nine months ended September 30, 2012 - $4.6 million for Q3 2012

  • $395.5 million liquidity adjusted for cash received from insurer - $243.4 million liquidity as of September 30, 2012

  • Dividend of $0.06 per share for Q3 2012

Navios Maritime Holdings Inc. ("Navios Holdings" or "the Company") (NYSE: NM), a global, vertically integrated seaborne shipping and logistics company, today reported financial results for the third quarter and nine months ended September 30, 2012.

Angeliki Frangou, Chairman and Chief Executive Officer of Navios Holdings stated, "We had a solid quarter in a market environment that continues to be challenging. We also had a good nine months, reporting net income of $19.4 million and EBITDA of $184.4 million. As a result, we can continue returning capital to our shareholders through dividend payments and declared a $0.06 dividend for Q3 2012 to shareholders of record on December 18, 2012."

Ms. Frangou continued, "Navios Holdings agreed to restructure the insurance arrangement with its credit default insurer. We believe that Navios Holdings will be stronger post the restructuring, as Navios will receive $175.4 million lump sum cash payment and $41.2 million of charter revenue covered by the restructured credit default insurance policy. We also enjoy market upside from the vessels relating to defaulted charters. We would not have had either of these advantages under the old insurance regime."

HIGHLIGHTS -- RECENT DEVELOPMENTS

Navios Holdings

Credit Default Insurance
Navios Holdings announced today that it agreed to restructure its credit default insurance. In connection with this restructuring, Navios Holdings will receive:

  • $175.4 million lump sum cash payment; and

  • $41.2 million of revenue covered under the restructured credit default insurance policy

In addition, Navios Holdings has agreed to provide supplemental charter insurance to Navios Maritime Partners L.P. ("Navios Partners") with a maximum cash payment of $20.0 million.

  • $175.4 milion lump sum cash payment

Navios Holdings will receive $175.4 million of cash from the credit default insurer, composed, in part, of $164.4 million attributable to defaulted charters. The remaining $11.0 million is not attributable to any charter and represents excess cash compensation.

Navios Holdings will receive 100% of all amounts due for defaulted charter contracts in a lump sum at closing, instead of during the insurance payment schedule. The Company estimates that the cash payment will result in a net present value benefit of $25.5 million (assuming an 8% discount rate and 7-year payment period).

  • Market Upside

Under the restructuring, Navios Holdings will receive an undiscounted cash payment for its defaulted charter contracts. To the extent that the related vessels are rechartered for an amount greater than certain assumed daily mitigation rates ($15,000 for Capesize, $10,000 for Panamax, and $8,000 for Ultra Handymax vessels), such excess offers Navios Holdings significant potential upside. Navios Holdings estimates that it will earn annually $3.3 million for every $1,000 per day earned above those mitigation rates.

  • $41.2 million of revenue covered under the restructured credit default insurance

The Company has $41.2 million of charters participating in the pool insurance coverage from the credit default insurer. This insurance covers charters totaling $217.1 million of both Navios Holdings and Navios Partners and will pay a maximum cash amount of $120.0 million. All of Navios Holdings' counterparties included in the pool insurance are rated as investment grade by recognized rating agencies. All of the Navios Partners' counterparties included in the pool insurance are rated as investment grade by recognized rating agencies.

  • $20.0 million supplemental charter insurance to Navios Partners

As part of restructuring of the credit default insurance and pursuant to the management agreement between the parties, Navios Holdings agreed to provide supplemental charter insurance to Navios Partners with a maximum cash payment of $20.0 million. The supplemental insurance covers $76.7 million of charters which are not included in the restructured insurance from the credit default insurer.

  • Use of proceeds and closing of transaction

Navios Holdings anticipates using the proceeds to repay debt and for general corporate purposes.
Closing of the credit default insurance restructuring is expected within November 2012, subject to customary closing conditions and required approvals by financing banks.

Time Charter Coverage

As of November 15, 2012, Navios Holdings has long-term fleet employment for periods up to nine years. As of November 15, 2012, Navios Holdings had chartered-out 98.0%, 33.7% and 10.6% of available days for 2012, 2013 and 2014, respectively, equivalent to $262.4 million, $93.2 million and $47.4 million in revenue, respectively. The average daily charter-out rate for the core fleet is $18,907, $18,688 and $30,343 for 2012, 2013 and 2014, respectively. The average daily charter-in rate for the active long-term charter-in vessels for 2012 is $12,708.

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

Liquidity

Net Debt to Total Capitalization post insurance transaction is 42.9% and liquidity is $395.5 million. Net Debt to Total Capitalization was 49.7% as of September 30, 2012. Navios Holdings' total liquidity, including lines of credit, as of September 30, 2012 was approximately $243.4 million.

Dividend Policy

On November 12, 2012, the Board of Directors declared a quarterly cash dividend for the third quarter of 2012 of $0.06 per share of common stock. The dividend is payable on January 4, 2013 to stockholders of record as of December 18, 2012. The declaration and payment of any further dividend remain subject to the discretion of the Board and will depend on, among other things, Navios Holdings' cash requirements after taking into account market opportunities, restrictions under its credit agreements and other debt obligations and such other factors as the Board may deem advisable.

Navios Logistics

In October 2012, Navios Logistics completed the construction of a new tank with a static storage capacity of 2,100 cubic meters which increased the total static storage capacity of the liquid port in San Antonio, Paraguay to 45,660 cubic meters.

Navios Logistics acquired one pushboat and six tank barges that were previously chartered-in for a total consideration of $15.9 million. Pursuant to an agreement between the parties, the transaction was effective in July 2012.

Navios Maritime Partners L.P. ("Navios Partners")

On November 13, 2012, Navios Holdings received $7.3 million representing the cash distribution from Navios Partners for the third quarter of 2012.

Navios Maritime Acquisition Corporation ("Navios Acquisition")

On October 3, 2012, Navios Holdings received $1.3 million representing the cash distribution from Navios Acquisition for the second quarter of 2012.

Fleet Profile

Navios Holdings controls a fleet of 51 vessels totaling 5.1 million dwt, of which 30 are owned and 21 are chartered-in under long-term charters (collectively, the "Core Fleet"). Navios Holdings currently operates 47 vessels (16 Capesize, 11 Panamax, 18 Ultra-Handymax and two Handysize) totaling 4.8 million dwt. Additionally, Navios Holdings has four newbuilding charter-in vessels expected to be delivered at various dates through August 2013. The current average age of the operating fleet is 5.8 years.

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

Financial Highlights

Third Quarter 2012 and 2011 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):

The third quarter 2012 and 2011 information presented below was derived from the unaudited condensed consolidated financial statements for the respective periods. EBITDA is a non-U.S. GAAP financial measures, and should not be used in isolation or as substitution for Navios Holdings' results.

From March 30, 2011, Navios Acquisition is no longer consolidated and is accounted for under the equity method of accounting.

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


                                Three Months  Three Months
                                   Ended         Ended
                               September 30, September 30,
                                    2012          2011
                               ------------- -------------
                                (unaudited)   (unaudited)
Revenue                        $     163,944 $     173,810
EBITDA                         $      60,765 $      67,293
Net Income                     $       4,630 $      16,290
Earnings Per Share             $        0.04 $        0.16

Navios Holdings' total consolidated revenue for the three months ended September 30, 2012 decreased by $9.9 million to $163.9 million as compared to $173.8 million for the same period during 2011.

Revenue from drybulk vessel operations for the three months ended September 30, 2012 was $98.9 million as compared to $105.0 million for the same period during 2011. The decrease in drybulk revenue was mainly attributable to (i) a decrease in the time charter equivalent rate ("TCE") per day by 17.9% to $18,785 per day in the third quarter of 2012 as compared to $22,884 per day in the same period of 2011 and (ii) a decrease in the short-term charter-in fleet available days of 174 days. This decrease was partially offset by (i) an increase in available days for owned vessels by 10.5% to 2,750 days in the third quarter of 2012 from 2,489 days in the same period of 2011 and (ii) an increase in the long-term charter-in fleet available days of 450 days.

Revenue from the logistics business was $65.0 million for the three months ended September 30, 2012 as compared to $68.8 million for the same period of 2011.This decrease was mainly attributable to the decrease in the Paraguayan liquid port's volume of products sold.

EBITDA of Navios Holdings for the three months ended September 30, 2012 decreased by $6.5 million to $60.8 million as compared to $67.3 million for the same period of 2011. The $6.5 million decrease in EBITDA was primarily due to: (a) a decrease in revenue of $9.9 million; (b) an increase in direct vessel expenses (excluding the amortization of deferred drydock and special survey costs) of $4.0 million; (c) an increase in losses from derivatives of $0.1 million; and (d) a $0.7 million increase in net income attributable to the noncontrolling interest. This overall variance of $14.7 million was mitigated by (a) a $4.6 million decrease in time charter, voyage and port terminal expenses; (b) a decrease in general and administrative expenses of $1.6 million (excluding share based compensation expenses); (c) a decrease in net other expenses of $1.6 million; and (d) an increase in equity in net earnings from affiliated companies of $0.4 million.

EBITDA of Navios Logistics was $13.2 million for the three month period ended September 30, 2012 as compared to $8.9 million for the same period in 2011.

Net income of Navios Holdings for the three months ended September 30, 2012 was $4.6 million as compared to $16.3 million for the same period of 2011. The decrease of Net Income by $11.7 million was mainly due to: (a) a decrease in EBITDA of $6.5 million as discussed above; (b) an increase in interest income/expense and finance cost, net of $2.7 million; (c) an increase in depreciation and amortization of $2.0 million; (d) an increase of $0.3 million in amortization for drydock and special survey costs; and (e) an increase of $0.2 million in share-based compensation expense.

Nine months ended September 2012 and 2011 Results (in thousands of U.S. dollars, except per share data and unless otherwise stated):

The information for the nine month period ended September 30, 2012 and 2011 presented below was derived from the unaudited condensed consolidated financial statements for the respective periods. EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are non-U.S. GAAP financial measures, and should not be used in isolation or as substitution for Navios Holdings' results.

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

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


                                                                (Excluding
                                                              consolidation
                                                                    of
                                                                  Navios
                                                               Acquisition)
                                               Nine Months     Nine Months
                                                  Ended           Ended
                                              September 30,   September 30,
                                                   2012            2011
                                             --------------- ---------------
                                               (unaudited)     (unaudited)
Revenue                                      $       488,037 $       495,805
EBITDA                                       $       184,424 $       181,975
Adjusted EBITDA (*)                          $       184,101 $       199,712
Net Income                                   $        19,374 $        30,451
Adjusted Net Income (*)                      $        19,051 $        48,188
Earnings Per Share                           $          0.18 $          0.29
Adjusted Basic Earnings Per Share (*)        $          0.18 $          0.47

(*) Each of Adjusted EBITDA, Adjusted Net Income and Adjusted Basic Earnings
    Per Share for the nine months ended September 30, 2012 excludes a $0.3
    million gain on the sale of the Navios Buena Ventura to Navios Partners.

    Each of Adjusted EBITDA, Adjusted Net Income and Adjusted Basic Earnings
    Per Share for the nine months ended September 30, 2011 excludes: (i)
    $21.2 million of expenses relating to the bond extinguishment in January
    2011; (ii) a $35.3 million loss on change in control due to the Navios
    Acquisition deconsolidation; and (iii) a $38.8 million gain on the sale
    of the Navios Luz and the Navios Orbiter to Navios Partners.

Navios Holdings' total consolidated revenue for the nine months ended September 30, 2012 decreased by $7.8 million to $488.0 million as compared to $495.8 million for the same period during 2011.

Revenue from drybulk vessel operations for the nine months ended September 30, 2012 was $299.6 million as compared to $327.9 million for the same period during 2011. The decrease in drybulk revenue was mainly attributable to: (i) a decrease in TCE per day by 15.8% to $19,988 per day during the nine month ended September 30, 2012 as compared to $23,727 per day in the same period of 2011 and (ii) a decrease in the short-term charter-in fleet available days of 365 days. This decrease was partially offset by: (i) an increase in available days for owned vessels by 4.8% to 8,016 days during the nine month ended September 30, 2012 from 7,649 days in the same period of 2011 and (ii) an increase in the long-term charter-in fleet available days of 911 days.

Revenue from the logistics business was $188.4 million for the nine months ended September 30, 2012 as compared to $167.9 million during the same period of 2011. This increase was mainly attributable to: (a) increase in volumes and rates in the dry and liquid port terminals, (b) increase due to the expansion of the barge fleet in the third and fourth quarter of 2011 and (c) increase in time charter rates of cabotage vessels.

EBITDA of Navios Holdings for the nine months ended September 30, 2012 increased by $2.4 million to $184.4 million as compared to $182.0 million for the same period of 2011. EBITDA of Navios Holdings for each of the nine month periods ended September 30, 2012 and 2011 has been affected by the items mentioned in the footnote to the table above. Adjusted EBITDA of Navios Holdings for the nine months ended September 30, 2012 decreased by $15.6 million to $184.1 million as compared to $199.7 million for the same period of 2011. The $15.6 million decrease in Adjusted EBITDA was primarily due to: (a) a $6.8 million increase in time charter, voyage and port terminal expenses; (b) a decrease in revenue of $7.8 million; (c) an increase in direct vessel expenses (excluding the amortization of deferred drydock and special survey costs) of $7.2 million; and (d) an increase in loss from derivatives of $0.2 million. This overall variance of $22.0 million was mitigated by (a) a decrease in general and administrative expenses of $2.6 million (excluding share based compensation expenses); (b) a decrease in net other expenses of $2.1 million; (c) an increase in equity in net earnings from affiliated companies of $1.0 million; and (d) a $0.7 million decrease in net income attributable to the noncontrolling interest.

EBITDA of Navios Logistics was $37.2 million for the nine month period ended September 30, 2012 as compared to $29.0 million during the same period in 2011.

Net income of Navios Holdings for the nine months ended September 30, 2012 was $19.4 million as compared to $30.5 million for the same period of 2011. Net income of Navios Holdings for each of the nine month periods ended September 30, 2012 and 2011 has been affected by the items mentioned in the footnote of the table above. Adjusted Net Income of Navios Holdings for the nine months period ended September 30, 2012 was $19.1 million as compared to $48.2 million for the same period of 2011. The decrease of Adjusted Net Income by $29.1 million was mainly due to: (a) a decrease in Adjusted EBITDA of $15.6 million as discussed above; (b) an increase in interest income/expense and finance cost, net of $7.0 million; (c) an increase in depreciation and amortization of $4.0 million; (d) an increase of $1.6 million in amortization for drydock and special survey costs; (e) an increase of $0.5 million in share-based compensation expense; and (f) an increase in income taxes of $0.4 million.

Fleet Summary Data:

The following table reflects certain key indicators indicative of the performance of the Navios Holdings' drybulk operations (excluding the Navios Acquisition and the Navios Logistics fleets) and its fleet performance for the three and nine month periods ended September 30, 2012 and 2011.


                      Three Month   Three Month   Nine Month    Nine Month
                     Period ended  Period ended  Period ended  Period ended
                       September     September     September     September
                          30,           30,           30,           30,
                         2012          2011          2012          2011
                     ------------  ------------  ------------  ------------
                      (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
Available Days (1)          4,633         4,096        13,120        12,207
Operating Days (2)          4,495         4,070        12,894        12,078
Fleet Utilization
 (3)                         97.0%         99.4%         98.3%         98.9%
Equivalent Vessels
 (4)                           50            45            48            45
TCE (5)              $     18,785  $     22,884  $     19,988  $     23,727

(1) Available days for the fleet are total calendar days the vessels were in
    Navios Holdings' possession for the relevant period after subtracting
    off-hire days associated with major repairs, drydocking or special
    surveys. The shipping industry uses available days to measure the number
    of days in a relevant period during which vessels should be capable of
    generating revenues.

(2) Operating days are the number of available days in the relevant period
    less the aggregate number of days that the vessels are off-hire due to
    any reason, including unforeseen circumstances. The shipping industry
    uses operating days to measure the aggregate number of days in a
    relevant period during which vessels actually generate revenues.

(3) Fleet utilization is the percentage of time that Navios Holdings'
    vessels were available for generating revenue, and is determined by
    dividing the number of operating days during a relevant period by the
    number of available days during that period. The shipping industry uses
    fleet utilization to measure a company's efficiency in finding suitable
    employment for its vessels.

(4) Equivalent Vessels, is defined as the total available days during a
    relevant period divided by the number of days of this period.

(5) TCE is defined as voyage and time charter revenues less voyage expenses
    during a relevant period divided by the number of available days during
    the period

Conference Call:

As previously announced, Navios Holdings will host a conference call today, November 20, 2012, at 8:30 am EST, at which time members of senior management will provide highlights and commentary on the financial results of the Company for the third quarter and nine months ended September 30, 2012.

A supplemental slide presentation will be available on the Navios Holdings website at www.navios.com under the "Investors" section at 8:00 am EST.

Conference Call details:
Call Date/Time: November 20, 2012, at 8:30 am EST
Call Title: Navios Holdings Inc. Q3 2012 Financial Results Conference Call
US Dial In: +1.877.480.3873
International Dial In: +1.404.665.9927
Conference ID: 4017 3529

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

US Replay Dial In: +1.800.585.8367
International Replay Dial In: +1.404.537.3406
Conference ID: 4017 3529

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

About Navios Maritime Holdings Inc.

Navios Maritime Holdings Inc. (NYSE: NM) is a global, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain. For more information about Navios Holdings please visit our website: www.navios.com.

About Navios South American Logistics Inc.

Navios South American Logistics Inc. is one of the largest logistics companies in the Hidrovia region of South America, focusing on the Hidrovia region river system, the main navigable river system in the region, and on cabotage trades along the eastern coast of South America. Navios Logistics serves the storage and marine transportation needs of its petroleum, agricultural and mining customers through its port terminals, river barge and coastal cabotage operations. For more information about Navios Logistics please visit its website: www.navios-logistics.com.

About Navios Maritime Partners L.P.

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

About Navios Maritime Acquisition Corporation

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

Forward Looking Statements - Safe Harbor

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and Navios Holdings' growth strategy and measures to implement such strategy, including expected vessel acquisitions and entering into further time charters. Words such as "expects," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected revenues and time charters. Although Navios Holdings believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Holdings. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to changes in the demand for drybulk vessels; competitive factors in the market in which Navios Holdings operates; risks associated with operations outside the United States; and other factors listed from time to time in Navios Holdings' filings with the Securities and Exchange Commission. Navios Holdings expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Holdings' expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.


                                                                   EXHIBIT I

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


                                                September 30,
                                                     2012       December 31,
                                                 (unaudited)        2011
                                                -------------  -------------
ASSETS
Current assets
Cash and cash equivalents                       $     163,261        171,096
Restricted cash                                        10,175          6,399
Accounts receivable, net                              103,456        101,386
Due from affiliate companies                           50,564         49,404
Prepaid expenses and other current assets              51,282         42,689
                                                -------------  -------------
Total current assets                                  378,738        370,974
                                                -------------  -------------
Deposits for vessel acquisitions                           --         63,814
Vessels, port terminal and other fixed assets,
 net                                                1,761,861      1,767,946
Other long term assets                                 73,870         67,489
Due from affiliate company                             49,433             --
Loan receivable from affiliate company                 30,000         40,000
Investments in affiliates                             185,176        117,088
Investments in available for sale securities              129         82,904
Intangible assets other than goodwill                 225,191        243,273
Goodwill                                              160,336        160,336
                                                -------------  -------------

Total noncurrent assets                             2,485,996      2,542,850
                                                -------------  -------------
Total assets                                    $   2,864,734  $   2,913,824
                                                =============  =============

LIABILITIES AND EQUITY
Current liabilities
Accounts payable                                $      56,465  $      52,113
Dividends payable                                       6,146          6,149
Accrued expenses                                       85,775         63,870
Deferred income and cash received in advance           15,169         28,557
Current portion of capital lease obligations            1,342         31,221
Current portion of long-term debt                      24,637         70,093
                                                -------------  -------------
Total current liabilities                             189,534        252,003
                                                -------------  -------------
Senior and ship mortgage notes, net of discount     1,033,983        945,538
Long-term debt, net of current portion                328,701        437,926
Capital lease obligations, net of current
 portion                                               24,106             --
Unfavorable lease terms                                40,219         44,825
Other long-term liabilities and deferred income        56,824         38,212
Deferred tax liability                                 18,682         19,628
                                                -------------  -------------
Total noncurrent liabilities                        1,502,515      1,486,129
                                                -------------  -------------
Total liabilities                                   1,692,049      1,738,132
Commitments and contingencies                              --             --
Stockholders' equity
Preferred stock -- $0.0001 par value,
 authorized 1,000,000 shares, 8,479 issued and
 outstanding as of September 30, 2012 and
 December 31, 2011.                                        --             --
Common stock -- $0.0001 par value, authorized
 250,000,000 shares, issued and outstanding
 102,433,013 and 102,409,364 as of September
 30, 2012 and December 31, 2011, respectively.             10             10
Additional paid-in capital                            546,315        542,582
Accumulated other comprehensive (loss)/income            (599)         6,166
Retained earnings                                     510,010        510,348
                                                -------------  -------------
Total Navios Holdings' stockholders' equity         1,055,736      1,059,106
Noncontrolling interest                               116,949        116,586
                                                -------------  -------------

Total stockholders' equity                          1,172,685      1,175,692
                                                -------------  -------------
Total liabilities and stockholders' equity      $   2,864,734  $   2,913,824
                                                =============  =============


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

                      Three Month   Three Month   Nine Month    Nine Month
                     Period Ended  Period Ended  Period Ended  Period Ended
                       September     September     September     September
                       30, 2012      30, 2011      30, 2012      30, 2011
                     ------------  ------------  ------------  ------------
                      (unaudited)   (unaudited)   (unaudited)   (unaudited)
Revenue              $    163,944  $    173,810  $    488,037  $    520,935
Time charter, voyage
 and port terminal
 expenses                 (68,573)      (73,162)     (203,505)     (197,124)
Direct vessel
 expenses                 (32,573)      (28,236)      (91,623)      (90,481)
General and
 administrative
 expenses                 (11,066)      (12,436)      (36,092)      (39,121)
Depreciation and
 amortization             (26,568)      (24,622)      (78,274)      (82,340)
Interest
 income/(expense)
 and finance cost,
 net                      (26,952)      (24,272)      (77,498)      (78,842)
Loss on derivatives           (73)           (3)         (275)          (85)
Gain on sale of
 assets                        --            35           323        38,822
Loss on change in
 control                       --            --            --       (35,325)
Loss on bond
 extinguishment                --            --            --       (21,199)
Other expense, net         (1,813)       (3,437)       (6,034)       (8,157)
                     ------------  ------------  ------------  ------------
(Loss)/income before
 equity in net
 earnings of
 affiliated
 companies                 (3,674)        7,677        (4,941)        7,083
Equity in net
 earnings of
 affiliated
 companies                  8,326         7,956        24,959        22,702
                     ------------  ------------  ------------  ------------
Income before taxes  $      4,652  $     15,633  $     20,018  $     29,785
Income tax
 benefit/(expense)            314           317          (281)          136
                     ------------  ------------  ------------  ------------
Net income                  4,966        15,950        19,737        29,921
Less: Net
 (income)/loss
 attributable to the
 noncontrolling
 interest                    (336)          340          (363)         (911)
Preferred stock
 dividends of
 subsidiary                    --            --            --           (27)
Preferred stock
 dividends
 attributable to the
 noncontrolling
 interest                      --            --            --            12
                     ------------  ------------  ------------  ------------
Net income
 attributable to
 Navios Holdings
 common stockholders $      4,630  $     16,290  $     19,374  $     28,995
                     ============  ============  ============  ============
Income attributable
 to Navios Holdings
 common
 stockholders, basic $      4,202  $     15,863  $     18,096  $     27,727
                     ============  ============  ============  ============
Income attributable
 to Navios Holdings
 common
 stockholders,
 diluted             $      4,630  $     16,290  $     19,374  $     28,995
                     ============  ============  ============  ============
Basic earnings per
 share attributable
 to Navios Holdings
 common stockholders $       0.04  $       0.16  $       0.18  $       0.27
                     ============  ============  ============  ============
Weighted average
 number of shares,
 basic                101,205,545   100,963,351   101,201,101   100,922,197
                     ============  ============  ============  ============
Diluted earnings per
 share attributable
 to Navios Holdings
 common stockholders $       0.04  $       0.15  $       0.17  $       0.26
                     ============  ============  ============  ============
Weighted average
 number of shares,
 diluted              110,997,200   110,260,735   111,009,020   110,299,623
                     ============  ============  ============  ============

Other Comprehensive
 loss
Unrealized holding
 loss on investments
 in available for
 sale securities             (185)      (28,458)         (607)      (34,533)
Reclassification to
 investments in
 affiliates                    --            --        (6,158)           --
                     ------------  ------------  ------------  ------------
Total other
 comprehensive loss          (185)      (28,458)       (6,765)      (34,533)
                     ============  ============  ============  ============
Total comprehensive
 income/(loss)              4,781       (12,508)       12,972        (4,627)
Comprehensive
 (income)/loss
 attributable to
 noncontrolling
 interest                    (336)          340          (363)         (911)
                     ------------  ------------  ------------  ------------
Total comprehensive
 income/(loss)
 attributable to
 Navios Holdings
 common stockholders        4,445       (12,168)       12,609        (5,538)
                     ============  ============  ============  ============


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

                                                 Nine Month     Nine Month
                                                Period Ended   Period Ended
                                               September 30,  September 30,
                                                    2012           2011
                                               -------------  -------------
                                                (unaudited)    (unaudited)
OPERATING ACTIVITIES:
Net income                                     $      19,737  $      29,921
Adjustments to reconcile net income to net
 cash provided by operating activities:
Non-cash adjustments                                 102,398        103,758
Increase in operating assets                         (65,698)      (117,626)
Increase in operating liabilities                     13,805         50,878
Payments for drydock and special survey costs         (8,531)        (8,886)
                                               -------------  -------------
Net cash provided by operating activities             61,711         58,045
                                               -------------  -------------
INVESTING ACTIVITIES:
Deconsolidation of Navios Acquisition                     --        (72,425)
Decrease in restricted cash for asset
 acquisitions                                             --            778
Acquisition of General Partner units                  (1,472)        (2,052)
Acquisition of vessels                               (38,357)       (56,059)
Deposits for vessel acquisitions                          --        (30,297)
Loan repayment from affiliate company                 10,000             --
Loan to affiliate company                             (4,018)            --
Cash acquired through asset acquisition                   33             --
Proceeds from sale of assets                          67,500        120,000
Purchase of property and equipment                   (12,842)       (67,231)
                                               -------------  -------------
Net cash provided by/(used in) investing
 activities                                           20,844       (107,286)
                                               -------------  -------------

FINANCING ACTIVITIES:
Proceeds from long-term loan, net of deferred
 finance fees                                         50,759         70,528
Repayment of long-term debt                         (206,912)      (239,004)
Repayment of Senior Notes                                 --       (300,000)
Proceeds from issuance of Senior Notes, net of
 deferred finance fees                                84,998        534,188
Dividends paid                                       (19,715)       (20,710)
Issuance of common stock                                  93            415
Acquisition of noncontrolling interest                    --         (8,638)
Payments of obligations under capital leases          (1,184)          (931)
Decrease in restricted cash                            1,571            920
                                               -------------  -------------
Net cash (used in)/provided by financing
 activities                                          (90,390)        36,768
                                               -------------  -------------
Decrease in cash and cash equivalents                 (7,835)       (12,473)
                                               -------------  -------------
Cash and cash equivalents, beginning of period       171,096        207,410
                                               -------------  -------------
Cash and cash equivalents, end of period       $     163,261  $     194,937
                                               =============  =============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION
Cash paid for interest, net of capitalized
 interest                                      $      68,474  $      48,954
Cash paid for income taxes                     $       1,019  $         834

Disclosure of Non-GAAP Financial Measures

EBITDA represents net income plus interest and finance costs plus depreciation and amortization and income taxes, if any, unless otherwise stated. Adjusted EBITDA represents EBITDA excluding certain items as described under "Financial Highlights". EBITDA and Adjusted EBITDA are "non-GAAP financial measures" and should not be considered a substitute for net income, cash flow from operating activities and other operations or cash flow statement data prepared in accordance with generally accepted accounting principles in the United States or as a measure of profitability or liquidity.

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

The following tables provide a reconciliation of EBITDA of Navios Holdings, Navios Acquisition and Navios Logistics, which in the case of Navios Holdings is on a consolidated basis, and Adjusted EBITDA of Navios Holdings on a consolidated basis:

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


                                               September 30,  September 30,
Three Months Ended                                  2012           2011
                                               -------------  -------------
(in thousands of U.S. dollars)                  (unaudited)    (unaudited)
  Net cash provided by/(used in) operating
   activities                                  $      24,068  $     (15,107)
  Net increase in operating assets                    12,948         76,843
  Net decrease/(increase) in operating
   liabilities                                            81        (18,736)
  Net interest cost                                   26,952         24,272
  Deferred finance charges                            (1,923)        (1,100)
  Provision for losses on accounts receivable           (132)          (122)
  Unrealized gains/(losses) on FFA derivatives            79            (23)
  Earnings in affiliates, net of dividends
   received                                           (2,894)        (3,005)
  Payments for drydock and special survey              1,922          3,896
  Noncontrolling interest                               (336)           340
  Gain on sale of assets                                  --             35
                                               -------------  -------------

  EBITDA                                       $      60,765  $      67,293
                                               =============  =============

Navios Logistics EBITDA Reconciliation to Net Income


                                               September 30,  September 30,
Three Months Ended                                  2012           2011
                                               -------------  -------------
(in thousands of U.S. dollars)                  (unaudited)    (unaudited)
  Net income/(loss) attributable to Navios
   Logistics shareholders                      $         896  $      (1,527)
  Depreciation and amortization                        7,153          5,531
  Amortization of deferred drydock costs                 365            182
  Interest income/expense and finance cost,
   net                                                 5,122          5,112
  Income taxes                                          (380)          (389)
                                               -------------  -------------

  EBITDA                                       $      13,156  $       8,909
                                               =============  =============

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


                                               September 30,  September 30,
Nine Months Ended                                   2012           2011
                                               -------------  -------------
(in thousands of U.S. dollars)                  (unaudited)    (unaudited)
  Net cash provided by operating activities    $      61,711  $      58,045
  Net increase in operating assets                    65,698        117,626
  Net increase in operating liabilities              (13,805)       (50,878)
  Net interest cost                                   77,498         78,842
  Deferred finance charges                            (4,755)        (4,326)
  Provision for losses on accounts receivable           (442)          (119)
  Unrealized losses on FFA derivatives and
   expenses related to bond extinguishment              (173)        (5,327)
  Earnings in affiliates, net of dividends
   received                                           (9,799)        (8,407)
  Payments for drydock and special survey              8,531          8,886
  Noncontrolling interest                               (363)          (911)
  Preferred stock dividends attributable to
   the noncontrolling interest                            --             12
  Preferred stock dividends of subsidiary                 --            (27)
  Loss on change in control                               --        (35,325)
  Gain on sale of assets                                 323         38,822
                                               -------------  -------------

  EBITDA                                       $     184,424  $     196,913
  Gain on sale of assets                                (323)       (38,787)
  Loss on bond extinguishment                             --         21,199
  Loss on change in control                               --         35,325
                                               -------------  -------------

  Adjusted EBITDA                              $     184,101  $     214,650
                                               =============  =============

Navios Acquisition Reconciliation of EBITDA to Cash from Operations


                                                September 30, September 30,
Nine Months Ended                                    2012          2011
                                                ------------- -------------
(in thousands of U.S. dollars)                   (unaudited)   (unaudited)
  Net cash provided by operating activities     $          -- $      18,749
  Net decrease in operating assets                         --        (4,117)
  Net increase in operating liabilities                    --        (6,613)
  Net interest cost                                        --         8,349
  Deferred finance charges                                 --          (318)
  Earnings in affiliates, net of dividends
   received                                                --        (1,300)
  Noncontrolling interest                                  --           188
                                                ------------- -------------

  EBITDA                                        $          -- $      14,938
                                                ============= =============

Navios Logistics EBITDA Reconciliation to Net Income


                                                September 30, September 30,
Nine Months Ended                                    2012          2011
                                                ------------- -------------
(in thousands of U.S. dollars)                   (unaudited)   (unaudited)
  Net income attributable to Navios Logistics
   shareholders                                 $         904 $         983
  Depreciation and amortization                        20,074        16,609
  Amortization of deferred drydock costs                1,020           443
  Interest income/expense and finance cost, net        15,175        11,271
  Income taxes                                             74          (356)
                                                ------------- -------------

  EBITDA                                        $      37,247 $      28,950
                                                ============= =============



                                                                  EXHIBIT II
Owned Vessels

                                                             Deadweight
Vessel Name                Vessel Type      Year Built    (in metric tons)
--------------------- --------------------- ---------- ---------------------
Navios Serenity             Handysize          2011                   34,690
Navios Ionian             Ultra Handymax       2000                   52,067
Navios Vector             Ultra Handymax       2002                   50,296
Navios Horizon            Ultra Handymax       2001                   50,346
Navios Herakles           Ultra Handymax       2001                   52,061
Navios Achilles           Ultra Handymax       2001                   52,063
Navios Meridian           Ultra Handymax       2002                   50,316
Navios Mercator           Ultra Handymax       2002                   53,553
Navios Arc                Ultra Handymax       2003                   53,514
Navios Hios               Ultra Handymax       2003                   55,180
Navios Kypros             Ultra Handymax       2003                   55,222
Navios Ulysses            Ultra Handymax       2007                   55,728
Navios Vega               Ultra Handymax       2009                   58,792
Navios Celestial          Ultra Handymax       2009                   58,063
Navios Astra              Ultra Handymax       2006                   53,468
Navios Magellan              Panamax           2000                   74,333
Navios Star                  Panamax           2002                   76,662
Navios Asteriks              Panamax           2005                   76,801
Navios Centaurus             Panamax           2012                   81,472
Navios Avior                 Panamax           2012                   81,355
Navios Bonavis               Capesize          2009                  180,022
Navios Happiness             Capesize          2009                  180,022
Navios Lumen                 Capesize          2009                  180,661
Navios Stellar               Capesize          2009                  169,001
Navios Phoenix               Capesize          2009                  180,242
Navios Antares               Capesize          2010                  169,059
Navios Etoile                Capesize          2010                  179,234
Navios Bonheur               Capesize          2010                  179,259
Navios Altamira              Capesize          2011                  179,165
Navios Azimuth               Capesize          2011                  179,169

Long term Chartered-in Fleet in Operation


                                      Year    Deadweight        Purchase
Vessel Name            Vessel Type   Built (in metric tons)     Option(1)
------------------- ---------------- ----- ---------------- ----------------
Navios Lyra             Handysize     2012           34,718          Yes (2)
Navios Apollon       Ultra Handymax   2000           52,073               No
Navios Primavera     Ultra Handymax   2007           53,464              Yes
Navios Armonia       Ultra Handymax   2008           55,100               No
Navios Oriana        Ultra Handymax   2012           61,442              Yes
Navios Libra II          Panamax      1995           70,136               No
Navios Altair            Panamax      2006           83,001               No
Navios Esperanza         Panamax      2007           75,356               No
Golden Heiwa             Panamax      2007           76,662               No
Torm Antwerp             Panamax      2008           75,250              Yes
Navios Marco Polo        Panamax      2011           80,647              Yes
Beaufiks                Capesize      2004          180,310              Yes
Rubena N                Capesize      2006          203,233               No
SC Lotta                Capesize      2009          169,056               No
King Ore                Capesize      2010          176,800               No
Navios Koyo             Capesize      2011          181,415              Yes
Navios Obeliks          Capesize      2012          181,415              Yes

Long-term Chartered-in Fleet to be Delivered


                                      Delivery Purchase      Deadweight
Vessels                 Vessel Type     Date    Option    (in metric tons)
--------------------- --------------- -------- -------- --------------------
Navios Felix              Capesize     07/2013      Yes              180,000
Navios Mercury         Ultra Handymax  07/2013      Yes               61,000
Navios Venus           Ultra Handymax  08/2013      Yes               61,000
Navios Southern Star      Panamax      03/2013      Yes               82,100

(1) Generally, Navios Holdings may exercise its purchase option after three
    to five years of service.
(2) The initial 50% purchase option on the vessel is held by Navios
    Holdings.

Contact:
Navios Maritime Holdings Inc.
+1.212.906.8643
investors@navios.com

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