NAVIOS MARITIME HOLDINGS INC.
UNAUDITED CONDENSED NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except share data)
Issuance of Cumulative Perpetual Preferred Stock
The Companys 2,000,000 American Depositary Shares, Series G (Series G ADSs) and the 4,800,000 American
Depositary Shares, Series H (Series H ADSs) were recorded at fair market value on issuance. Each of the shares represents 1/100th of a share of the Series G ADSs and Series H ADSs, with a liquidation preference of $2,500 per share
($25.00 per American Depositary Share). Dividends are payable quarterly in arrears on the Series G ADSs at a rate of 8.75% per annum and on the Series H ADSs at a rate of 8.625% per annum of the stated liquidation preference, which
increased by 0.25% as of July 15, 2017 for each of Series G ADSs and Series H ADSs. The Company has accounted for these shares as equity.
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 ADSs and Series H ADSs.
As of March 21, 2019, a total of 10,930 Series H ADSs 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 ADSs of $7,678.
As of April 18, 2019, a total of 8,841 Series G ADSs 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 ADSs of $6,798.
In February 2016, Navios Holdings announced the suspension of
payment of quarterly dividends on its preferred stock, including the Series G ADSs and Series H ADSs. On July 15, 2017, the Company reached six quarterly dividend payments in arrears relating to its Series G ADSs and Series H ADSs and as a
result the respective dividend rate increased by 0.25%.
Total undeclared preferred dividends as of September 30, 2023 were
$29,009 (net of cancelled dividends).
On September 14, 2022, Navios Holdings commenced a tender offer to purchase up to
$20,000 of the outstanding Series G ADSs and Series H ADSs. As of the completion of Navios Holdings tender offer on October 21, 2022, a total of 20,185 Series G ADSs were validly tendered in exchange for aggregate cash
consideration of $318, and a total of 584,158 Series H ADSs were validly tendered in exchange for aggregate cash consideration of $8,926, resulting in a gain of $4,547, and undeclared preferred dividends of $8,949. After the
completion of the tender offer, Navios Holdings has 514,720 outstanding Series G ADSs and 1,183,944 outstanding Series H ADSs, which represent 1/100th of a share of 8.75% Series G Cumulative Redeemable Perpetual Preferred
Stock and 1/100th of a Share of 8.625% Series H Cumulative Redeemable Perpetual Preferred Stock, respectively.
There were
16,988 shares of preferred stock outstanding (5,148 Series G ADSs and 11,840 Series H ADSs) as of both September 30, 2023 and December 31, 2022.
Vested, Surrendered and Forfeited
During
the three- and nine-month periods ended September 30, 2023, 0 restricted shares of common stock were forfeited, and 0 restricted stock units issued to the Companys officers and directors vested.
During the three- and nine-month periods ended September 30, 2022, 37,878 and 37,907 restricted shares of common stock were forfeited,
and 0 and 41,879 restricted stock units issued to the Companys officers and directors vested, respectively.
NOTE 11: OTHER EXPENSE, NET
During the three-month periods ended September 30, 2023 and 2022, taxes other-than income taxes of Navios Logistics amounted to $2,152 and
$1,646, respectively, and were included in the interim condensed consolidated statement of comprehensive income under the caption Other expense, net.
During the nine-month periods ended September 30, 2023 and 2022, taxes other-than income taxes of Navios Logistics amounted to $5,051 and
$4,647, respectively, and were included in the interim condensed consolidated statement of comprehensive income under the caption Other expense, net.
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