NAVIOS MARITIME HOLDINGS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Series G and Series H American Depositary Shares Exchange Offer
On December 21, 2018, Navios Holdings announced that it commenced an offer to exchange cash and/or newly issued 2024 Notes for
approximately 66 2/3% of each of the outstanding Series G Depositary Shares and Series H Depositary Shares.
As of March 21, 2019, a
total of 10,930 Series H were validly tendered representing a net aggregate nominal value of approximately $26,297. Navios Holdings paid $997 for tender offer expenses, approximately $4,188 as cash consideration and a total of approximately $4,747
in aggregate principal amount of 2024 Notes. The difference between the carrying amount of the preferred shares redeemed and the fair value of the consideration transferred amounting to $16,365 was recorded in accumulated deficit. Following the
completion of the offer, the Company cancelled the undeclared preferred dividend of Series H of $7,678.
As of April 18, 2019, a
total of 8,841 Series G were validly tendered representing a net aggregate nominal value of approximately $21,271. Navios Holdings paid $620 for tender offer expenses, approximately $4,423 cash consideration and issued a total of approximately
$3,879 principal amount of 2024 Notes. The difference between the carrying amount of the preferred shares redeemed and the fair value of the consideration transferred amounting to $12,568 was recorded in accumulated deficit. Following the completion
of the offer, the company cancelled the undeclared preferred dividend of series G of $6,798.
In February 2016, Navios Holdings announced
the suspension of payment of quarterly dividends on its preferred stock, including the Series G and Series H. Total undeclared preferred dividends as of December 31, 2020 were $25,222 (net of cancelled dividends).
On July 15, 2017, the Company reached six quarterly dividend payments in arrears relating to its Series G and Series H and as a result
the respective dividend rate increased by 0.25%.
Issuances to Employees, Officers and Directors
On July 10, 2020, Navios Logistics declared and paid a $6,381 dividend in cash or in Navios Holdings shares of common stock, from which
Navios Holdings received 2,414,263 shares and the amount of $2,308 was paid to Navios Logistics noncontrolling shareholders.
On
February 21, 2020, Navios Logistics board of directors declared and paid a $27,500 dividend, out of which the amount of $17,552 was paid to Navios Holdings and the amount of $9,948 to Navios Logistics noncontrolling shareholders.
During the year ended December 31, 2020, no stock was granted to Navios Holdings employees, officers and directors.
On December 18, 2019, pursuant to the stock plan approved by the Board of Directors, 16,000 common stock was granted to Navios Holdings
officers and directors and issued on December 18, 2019.
On February 1, 2019, pursuant to the stock plan approved by the Board
of Directors, 151,515 common stock was granted to Navios Holdings employees, officers and directors.
On December 10, 2018, pursuant
to the stock plan approved by the Board of Directors, 287,500 common stock was granted to Navios Holdings employees, officers and directors and issued on December 27, 2018.
Acquisition of Treasury Stock
In
November 2015, the Board of Directors approved a share repurchase program for up to $25,000 of the Navios Holdings common stock. Share repurchases were made pursuant to a program adopted under Rule
10b5-1 under the Securities Exchange Act. Repurchases were subject to restrictions under the terms of the Companys credit facilities and indenture. The program did not require any minimum purchase or any
specific number or amount of shares and may be suspended or reinstated at any time in the Companys discretion and without notice. In particular, Navios Holdings, pursuant to the terms of its Series G and Series H, may not redeem, repurchase or
otherwise acquire its common stock or preferred shares, including the Series G and Series H (other than through an offer made to all holders of Series G and Series H) unless full cumulative dividends on Series G and Series H, when payable, have been
paid. As of December 31, 2016, 94,858 shares, were repurchased under this program, for a total consideration of $818. In total, up until February 2016, 114,791 shares were repurchased under this program, for a total consideration of $1,070.
Since that time, this program has been suspended by the Company.
Navios Holdings had outstanding as of December 31, 2020, 15,881,147
shares, from which 2,414,263 shares are held by Navios Corporation, a subsidiary of Navios Holdings, and are considered as treasury shares and as of December 31, 2019, had outstanding 13,360,356 shares of common stock. Preferred stock was
23,032 (5,350 Series G shares and 17,682 Series H shares) and 23,242 (5,350 Series G shares, 17,682 Series H shares and 210 shares of convertible preferred stock) as of December 31, 2020 and 2019, respectively.
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