SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated: November 8, 2011
Commission File No. 001-34104
NAVIOS MARITIME ACQUISITION CORPORATION
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F þ      Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes o      No þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes o      No þ
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o      No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
N/A
 
 

 

 

     On November 8, 2011, Navios Maritime Acquisition Corporation (“Navios Acquisition”) and Navios Maritime Holdings Inc. (“Navios Holdings”) entered into a letter agreement (the “Letter Agreement”) amending the $40.0 million credit facility provided by Navios Holdings, pursuant to which Navios Holdings agreed to extend the maturity date from April 1, 2012 to December 31, 2014. The Letter Agreement is attached as Exhibit 10.1 to this Report and is incorporated herein by reference.
     On November 9, 2011, Navios Acquisition issued a press release announcing its financial results for the three and nine months ended September 30, 2011 and a quarterly dividend of $0.05 per share of its common stock. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
     This Report on Form 6-K is hereby incorporated by reference into the Navios Maritime Acquisition Corporation Registration Statements on Form F-3, File Nos. 333-151707, 333-169320 and 333-170896.

2

 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  NAVIOS MARITIME ACQUISITION CORPORATION
 
  By:   /s/ Angeliki Frangou    
    Angeliki Frangou   
    Chief Executive Officer    
    Date: November 15, 2011  

3

 

EXHIBIT INDEX
         
Exhibit No.   Exhibit
  10.1    
Letter Agreement dated November 8, 2011
 
  99.1    
Press Release dated November 9, 2011

4

Exhibit 10.1
LETTER OF AMENDMENT Nr. 2
TO AN AGREEMENT DATED 7 SEPTEMBER 2010
Dated as of 8 th November 2011
To:    NAVIOS MARITIME ACQUISITION CORPORATION
Trust Company Complex Ajeltake Road
Ajeltake Island
Majuro-Marshall Islands
(the “ Borrower ”)
 
Att:    Mr. Leonidas Korres
Dear Sirs,
Re:     Agreement dated 7 September 2010 (together with all amendments thereto or supplements thereof the “ Agreement ”) made between the Borrower and Navios Maritime Holdings Inc. of the Republic of the Marshall Islands (“ Navios ”).
We refer to the Agreement and all terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
In view of your request to extend availability under the Loan until December 31, 2014, we hereby agree as follows:
1. To amend the following clauses of the Agreement to read as follows:
“5.1 The Borrower must repay the Loan thereon in full on December 31, 2014 (time being of the essence).”
2. The Borrower shall pay Navios a fee of four-hundred thousand Dollars ($400,000) in two (2) equal installments, by April 1, 2012 and November 8, 2012.
All other terms of the Agreement shall remain unaltered and in full force and effect.
It is hereby expressly stated that notwithstanding the amendments (including Letter of Amendment Nr. 1) and/or additions to the Agreement referred to in this letter of amendment nr.2 all the Finance Documents shall remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]

 

 

Please confirm your agreement to the terms and conditions of this letter of amendment nr.2 by signing the enclosed copy of this letter of amendment nr.2 and returning it to us.
Yours faithfully,
         
  NAVIOS MARITIME HOLDINGS INC.
  		 
  By:   /s/ George Achniotis  
    Name:   George Achniotis   
    Title:   Chief Financial Officer   
 
We hereby agree to and accept this letter of amendment nr.2.
Date: 8 th November 2011
         
  NAVIOS MARITIME ACQUISITION CORPORATION
 
  By:   /s/ Leonidas Korres  
    Name:   Leonidas Korres   
    Title:   Chief Financial Officer   
 

2 

Exhibit 99.1
(NAVIOS MARITIME ACQUISITION CORPORATION LOGO)
November 09, 2011 07:57 ET
Navios Maritime Acquisition Corporation Reports
Financial Results for the Third Quarter and Nine Months ended September 30, 2011
PIRAEUS, GREECE—(Marketwire — Nov 9, 2011) — Navios Maritime Acquisition Corporation (“Navios Acquisition”) (NYSE: NNA )
  •   Quarterly dividend of $0.05 per share
 
  •   Quarterly Revenue of $31.1 million
 
  •   Quarterly EBITDA of $20.2 million
 
  •   Extends charter coverage to 73.6% for 2012
Navios Maritime Acquisition Corporation (“Navios Acquisition”) (NYSE: NNA ), an owner and operator of tanker vessels, today reported its financial results for the third quarter and nine months ended September 30, 2011.
Angeliki Frangou, Chairman and Chief Executive Officer of the Navios Acquisition, stated, “We are pleased with our growth and financial performance for the quarter. As a result, we announced a dividend of $0.05 per share, representing a yield of almost 6.0%.”
Ms. Frangou continued, “We are also pleased to have chartered out two new build vessels both LR1 product tankers, to an oil major for a period of three years. These charters are a milestone for the company, as they reflect significant effort we have devoted to the vetting process with the oil major. The timing and structure of these transactions also reflect our central thesis of capturing market opportunity while also developing dependable cash flow from credit worthy counterparties. Under these charters, we will receive a base rate and a significant participation in the upside, should the markets improve. Delivery of the first vessel is expected next week and the other in January 2012.”
HIGHLIGHTS — RECENT DEVELOPMENTS
Dividend of $0.05 per Share of Common Stock
On November 7, 2011, the Board of Directors of Navios Acquisition declared a quarterly cash dividend for the third quarter of 2011 of $0.05 per share of common stock. The dividend is payable on January 5, 2012 to stockholders of record as of December 15, 2011. The declaration and payment of any further dividends remains subject to the discretion of the Board and will depend on, among other things, Navios Acquisition’s cash requirements as measured by market opportunities, restrictions under its credit agreements and other debt obligations and such other factors as the Board may deem advisable.
New Long-Term Charters
The LR1 product tanker Nave Andromeda, which is expected to be delivered to our fleet on November 14, 2011, is chartered-out to an oil major at a net rate of $11,850 for a period of three years plus two one year options. Annualized base EBITDA is expected to be approximately $1.6 million. The charter also provides for 100% profit sharing up to $15,000 plus 50/50% profit sharing above $15,000. The profit sharing formula is calculated monthly and incorporates a $2,000 premium above the relevant index.
The LR1 product tanker Nave Estella, which is expected to be delivered to our fleet in January 2012, is chartered-out to an oil major at a net rate of $11,850 for a period of three years plus two one year options. The contract is currently “on subjects.” Annualized base EBITDA is expected to be approximately $1.6 million. The charter also provides for 90/10% profit sharing up to $15,000 plus 50/50% profit sharing above $15,000. The profit sharing formula is calculated monthly and incorporates a $2,000 premium above the relevant index.
FINANCIAL HIGHLIGHTS
For the following results and the selected financial data presented herein, Navios Acquisition has compiled consolidated statement of income for the three and nine month periods ended September 30, 2011 and 2010. The quarterly and nine month information for 2011 and 2010 was derived from the unaudited condensed consolidated financial statements for the respective periods.

 

 

                                 
    Three Month                   Nine Month
    Period ended   Three Month   Nine Month   Period ended
    September 30,   Period ended September 30,   Period ended September 30,   September 30,
    2011   2010   2011   2010
(Expressed in thousands of U.S. dollars)   (unaudited)   (unaudited)   (unaudited)   (unaudited)
Revenue
  $ 31,127     $ 8,102     $ 82,274     $ 8,128  
Net loss
  $ (2,767 )   $ (6,512 )   $ (6,372 )   $ (9,118 )
Adjusted Net (loss)/Income (1)
  $ (2,767 )   $ 1,507     $ (5,437 )   $ 1,041  
EBITDA
  $ 20,169     $ (2,949 )   $ 50,877     $ (5,570 )
Adjusted EBITDA (1)
  $ 20,169     $ 5,070     $ 51,812     $ 4,589  
Loss per share (basic and diluted)
  $ (0.06 )   $ (0.26 )   $ (0.13 )   $ (0.34 )
Adjusted (Loss)/Income per share (basic and diluted)
  $ (0.06 )   $ 0.05     $ (0.11 )   $ 0.04  
 
(1)   Adjusted Net (loss)/Income, Adjusted EBITDA and Adjusted Loss per share (basic and diluted) for the nine month period ended September 30, 2011, exclude $0.9 million of non-cash charges related to the write-off of deferred finance costs incurred in connection with the cancellation of committed credit.

Adjusted EBITDA for the three months ended September 30, 2010, excludes $8.0 million of transaction costs for the VLCC Acquisition.

Adjusted EBITDA for the nine months ended September 30, 2010, excludes $8.0 million of transaction costs for the VLCC Acquisition and $2.1 million of share based compensation.
 
    Adjusted Net Income and Adjusted (Loss)/Income per Share (basic and diluted) for the three and nine months ended September 30, 2010, also exclude the items described above. Adjusted (Loss)/Income per Share(basic and diluted) for the three and nine months ended September 30, 2010 were further adjusted to exclude the incremental fair value of securities offered to induce warrants exercised of ($0.7) million.
EBITDA, Adjusted EBITDA, Adjusted Net (loss)/Income and Adjusted (Loss)/Income per share are non-GAAP financial measures and should not be used in isolation or substitution for Navios Acquisition’s results (see Exhibit II for reconciliation of EBITDA and Adjusted EBITDA to net cash provided by operating activities).
Three month periods ended September 30, 2011 and 2010
Revenue for the three month period ended September 30, 2011 increased by $23.0 million or 284.0% to $31.1 million, as compared to $8.1 million for the same period in 2010. The increase was mainly attributable to the acquisition of the 7 VLCCs (the “VLCC Acquisition”) in September 2010 of which the Shinyo Kieran was delivered in June 2011, the Nave Cosmos in October 2010, the Nave Polaris in January 2011 and the Buddy and the Bull in July 2011. As a result of the vessel acquisitions, available days of the fleet increased to 1,054 days for the three month period ended September 30, 2011, as compared to 308 days for the three month period ended September 30, 2010. The time charter equivalent (“TCE”) rate increased to $29,518 for the three month period ended September 30, 2011, from $26,129 for the three month period ended September 30, 2010.
Net loss for the three month period ended September 30, 2011 amounted to $2.8 million compared to a $6.5 million loss for the three month period ended September 30, 2010. The $2.8 million loss for the three month period ended September 30, 2011 was due to: (a) $9.8 million of management fees; (b) $10.8 million of depreciation and amortization; (c) $12.1 million of interest expenses and finance cost; (d) $1.2 million of general and administrative expenses; (e) $0.3 million of direct vessel expenses; and (f) $0.1 million of time charter expenses. The $34.3 million of expenses were partially offset by: (i) $31.1 million of revenue; (ii) $0.3 million of interest income; and (iii) $0.1 million of other income.
Adjusted EBITDA increased by $15.1 million to $20.2 million for the three month period ended September 30, 2011, as compared to $5.1 million for the same period of 2010. The increase in Adjusted EBITDA was due to a $23.0 million increase in revenue following the acquisition of the VLCC Acquisition in September 2010, of which the Shinyo Kieran was delivered in June 2011, the Nave Cosmos in October 2010, the Nave Polaris in January 2011 and the Buddy and the Bull in July 2011 and a $0.1 million increase in other net income. The above increase was partially offset by a $7.2 million increase in management fees and a $0.8 million increase in general and administrative expenses as a result of the increased number of vessels in Navios Acquisition’s fleet.
Nine month periods ended September 30, 2011 and 2010
Revenue for the nine month period ended September 30, 2011 increased by $74.2 million or 916.0% to $82.3 million, as compared to $8.1 million for the same period in 2010. The increase was mainly attributable to the acquisitions of the Colin Jacob and the Ariadne Jacob in July 2010, the VLCC Acquisition in September 2010, of which the Shinyo Kieran was delivered in June 2011, the Nave Cosmos in October 2010, the Nave Polaris in January 2011 and the Buddy and the Bull in July 2011. As a result of the vessel acquisitions, available days of the fleet increased to 2,815 days for the nine month period ended September 30, 2011, as compared to 309 days for the nine month period ended September 30, 2010. The TCE rate increased to $29,223 for the nine month period ended September 30, 2011, from $26,084 for the nine month period ended September 30, 2010.

 

 

Net loss for the nine month period ended September 30, 2011 amounted to $6.4 million compared to a $9.1 million loss for the nine month period ended September 30, 2010. The $6.4 million loss for the nine month period ended September 30, 2011 was due to: (a) $25.4 million of management fees; (b) $27.2 million of depreciation and amortization; (c) $31.0 million of interest expenses and finance cost; (d) $3.1 million of general and administrative expenses; (e) $1.5 million of time charter expenses; (f) $0.9 million of write-off of deferred finance costs; (g) $0.5 million of other expenses; and (h) $0.3 million of direct vessel expenses. The $89.9 million of expenses were partially offset by: (i) $82.3 million of revenue; and (ii) $1.2 million of interest income.
Adjusted EBITDA increased by $47.2 million to $51.8 million for the nine month period ended September 30, 2011, as compared to $4.6 million for the same period of 2010. The increase in Adjusted EBITDA was due to a $74.2 million increase in revenue following the acquisitions of the Colin Jacob and the Ariadne Jacob in July 2010, the VLCC Acquisition in September 2010, of which the Shinyo Kieran was delivered in June 2011, the Nave Cosmos in October 2010, the Nave Polaris in January 2011 and the Buddy and the Bull in July 2011. The above increase was partially offset by a $22.9 million increase in management fees, a $1.4 million increase in time charter expenses, a $2.2 million increase in general and administrative expenses and a $0.5 million increase in other net expenses as a result of the increased number of vessels in Navios Acquisition’s fleet.
Time Charter Coverage
As of November 8, 2011, Navios Acquisition had contracted 100%, 73.6% and 42.5% of its available days on a charter-out basis for 2011, 2012 and 2013, respectively, equivalent to $123.6 million, $138.9 million and $128.8 million of revenue, respectively. The average contractual daily charter-out rate for the fleet is $29,329, $29,506 and $32,089 for 2011, 2012 and 2013, respectively.
Fleet Employment Profile
The following table reflects certain key indicators indicative of the performance of Navios Acquisition and its core fleet for the three and nine month period ended September 30, 2011.
                                 
    Three Month   Three Month   Nine Month   Nine Month
    Period ended   Period ended   Period ended   Period ended
    September 30, 2011   September 30, 2010   September 30, 2011   September 30, 2010
    (unaudited)   (unaudited)   (unaudited)   (unaudited)
Available Days (1)
    1,054       308       2,815       309  
Operating Days (2)
    1,049       308       2,768       309  
Fleet Utilization (3)
    99.5 %     100.0 %     98.3 %     100.0 %
Time Charter Equivalent (per day) (4)
  $ 29,518     $ 26,129     $ 29,223     $ 26,084  
Vessels operating at period end
    13       8       13       8  
(1) 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.
(2) 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.
(3) 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.
(4) Time Charter Equivalent : Time Charter Equivalent (“TCE”) rates are defined as voyage and time charter revenues less voyage expenses during a period divided by the number of available days during the period. The TCE rate is a standard shipping industry performance measure used primarily to present the actual daily earnings generated by vessels on various types of charter contracts for the number of available days of the fleet.
Conference Call, Webcast and Presentation Details:
As previously announced, Navios Acquisition will host a conference call today, Wednesday, November 9, 2011 at 8:30 am ET, at which time Navios Acquisition’s senior management will provide highlights and commentary on the results of the third quarter and nine months ended September 30, 2011.
US Dial In: +1.877.480.3873
International Dial In: +1.404.665.9927
Conference ID: 1227 9692
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: +1.855.859.2056
International Replay Dial In: +1.404.537.3406
Conference ID: 1227 9692
The call will be simultaneously Webcast. The Webcast will be available on the Navios Acquisition website, www.navios-acquisition.com, under the “Investors” section. The Webcast will be archived and available at the same Web address for two weeks following the call. A supplemental slide presentation will be available on the Navios Acquisition website at www.navios-acquisition.com under the “Investors” section at 7:45 am ET on the day of the call.
About Navios Acquisition
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 our website: www.navios-acquisition.com .
Forward Looking Statements
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 Acquisition’s 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 Acquisition 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 Acquisition. 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 tanker industry trends, including charter rates and vessel values and factors affecting vessel supply and demand, competitive factors in the market in which Navios Acquisition operates; Navios Acquisition’s ability to maintain or develop new and existing customer relationships, including its ability to enter into charters for its vessels; risks associated with operations outside the United States; and other factors listed from time to time in Navios Acquisition’s filings with the Securities and Exchange Commission. Navios Acquisition 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 Acquisition’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

 

EXHIBIT I
NAVIOS MARITIME ACQUISITION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars — except share data)
                 
    September 30,     December 31,  
    2011     2010  
    (Unaudited)        
ASSETS
               
Current assets
               
Cash and cash equivalents
  $ 42,678     $ 61,360  
Restricted cash
    31,619       15,012  
Accounts receivable, net
    4,977       4,479  
Prepaid expenses and other current assets
    1,855       351  
 
           
Total current assets
    81,129       81,202  
 
           
Vessels, net
    731,542       529,659  
Deposits for vessels acquisitions
    233,026       296,690  
Deferred financing costs, net
    20,394       18,178  
Goodwill
    1,579       1,579  
Intangible assets — other than goodwill
    62,041       58,992  
Restricted cash long term portion
    2,362       18,787  
Deferred dry-dock and special survey cost, net
    13,672       —  
 
           
Total non-current assets
    1,064,616       923,885  
 
           
Total assets
  $ 1,145,745     $ 1,005,087  
 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities
               
Accounts payable
  $ 842     $ 3,454  
Dividend payable
    2,421       2,421  
Accrued expenses
    22,424       9,219  
Due to related parties
    29,272       6,080  
Deferred revenue
    2,088       2,765  
Current portion of long term debt
    12,548       5,086  
 
           
Total current liabilities
    69,595       29,025  
 
           
Long-term debt, net of current portion
    794,502       704,332  
Loans due to related parties
    36,000       12,391  
Other long term liabilities
    536       —  
Unfavorable lease terms
    5,099       5,611  
 
           
Total non-current liabilities
    836,137       722,334  
 
           
Total liabilities
  $ 905,732     $ 751,359  
 
           
Commitments and contingencies
    —       —  
Stockholders’ equity
               
Preferred stock, $0.0001 par value; 10,000,000 shares authorized (1,000,000 as of December 31, 2010); 4,540 and 3,540 issued and outstanding as of September 30, 2011 and December 31, 2010, respectively
    —       —  
Common stock, $0.0001 par value; 250,000,000 shares authorized (100,000,000 as of December 31, 2010); 40,734,572 and 48,410,572 issued and outstanding as of September 30, 2011 and December 31, 2010, respectively
    4       5  
Additional paid-in capital
    259,528       266,870  
Accumulated Deficit
    (19,519 )     (13,147 )
 
           
Total stockholders’ equity
    240,013       253,728  
 
           
Total liabilities and stockholders’ equity
  $ 1,145,745     $ 1,005,087  
 
           

 

 

NAVIOS MARITIME ACQUISITION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in thousands of U.S. dollars — except share and per share data)
                                 
    For the Three     For the Three     For the Nine     For the Nine  
    Months     Months     Months     Months  
    Ended     Ended     Ended     Ended  
    September     September     September     September  
    30, 2011     30, 2010     30, 2011     30, 2010  
    (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Revenue
  $ 31,127     $ 8,102     $ 82,274     $ 8,128  
Time charter expenses
    (113 )     (67 )     (1,503 )     (67 )
Direct vessel expenses
    (306 )     —       (306 )     —  
Management fees
    (9,768 )     (2,534 )     (25,408 )     (2,548 )
General and administrative expenses
    (1,197 )     (409 )     (3,112 )     (955 )
Share based compensation
    —       —       —       (2,140 )
Transaction cost
    —       (8,019 )     —       (8,019 )
Write-off of deferred finance costs
    —       —       (935 )     —  
Depreciation and amortization
    (10,828 )     (2,376 )     (27,169 )     (2,380 )
Interest income
    332       324       1,229       593  
Interest expenses and finance cost, net
    (12,134 )     (1,511 )     (31,003 )     (1,761 )
Other income/(expense), net
    120       (22 )     (439 )     31  
 
                       
Net loss
  $ (2,767 )   $ (6,512 )   $ (6,372 )   $ (9,118 )
 
                       
Net loss attributable to common stockholders
    (2,338 )     (7,159 )     (5,470 )     (9,765 )
 
                       
Net loss per share, basic
  $ (0.06 )   $ (0.26 )   $ (0.13 )   $ (0.34 )
 
                       
Weighted average number of shares, basic
    39,356,450       27,819,339       41,858,882       29,131,128  
 
                       
Net loss per share, diluted
  $ (0.06 )   $ (0.26 )   $ (0.13 )   $ (0.34 )
 
                       
Weighted average number of shares, diluted
    39,356,450       27,819,339       41,858,882       29,131,128  
 
                       

 

 

NAVIOS MARITIME ACQUISITION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
                 
    For the Nine     For the Nine  
    Months     Months  
    Ended     Ended  
    September 30,     September 30,  
    2011     2010  
    (unaudited)     (unaudited)  
Operating Activities
               
Net loss
  $ (6,372 )   $ (9,118 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation and amortization
    27,169       2,380  
Amortization of deferred finance cost
    1,609       136  
Amortization of dry docking cost
    306       —  
Write-off of deferred finance costs
    935       —  
Non-cash consulting expense
    —       5,619  
Share based compensation
    —       2,140  
Changes in operating assets and liabilities:
               
(Increase)/decrease in prepaid expenses
    (1,504 )     1,097  
Increase in accounts receivable
    (498 )     (1,124 )
Increase in restricted cash
    (338 )     —  
(Decrease)/increase in accounts payable
    (2,612 )     3,157  
Increase in accrued expenses
    13,205       3,945  
Payments for dry dock and special survey costs
    (13,978 )     —  
Increase in due to related parties
    23,192       3,793  
(Decrease)/increase in deferred revenue
    (677 )     2,645  
Increase in other long term liabilities
    536       —  
 
           
Net cash provided by operating activities
  $ 40,973     $ 14,670  
 
           
Investing Activities
               
Cash paid for net assets acquired net of cash assumed
    —       (76,428 )
Cash paid for business acquisition net of cash assumed
    —       (102,038 )
Acquisition of vessels
    (108,038 )     (78,613 )
Deposits for vessel acquisition
    (49,978 )     (35,984 )
Restricted cash
    1,775       —  
Acquisition of intangible other than goodwill
    (10,347 )     —  
Release from trust account
    —       251,493  
 
           
Net cash used in investing activities
  $ (166,588 )   $ (41,570 )
 
           
Financing Activities
               
Loan proceeds, net of deferred finance cost and net of premium
    188,626       167,989  
Loan from related party proceeds
    29,609       —  
Deferred underwriter’s fee
    —       (8,855 )
Loan repayment to related party
    (6,000 )     —  
Loan repayments
    (96,340 )     (65,932 )
Net proceeds from warrant exercise
    —       74,976  
Conversion of common stock into cash, upon redemption of common stock
    —       (99,312 )
Dividend paid
    (7,343 )     —  
Restricted cash
    (1,619 )     (1,847 )
 
           
Net cash provided by financing activities
  $ 106,933     $ 67,019  
 
           
Net (decrease)/increase in cash and cash equivalents
    (18,682 )     40,119  
Cash and cash equivalents, beginning of year
    61,360       87  
 
           
Cash and cash equivalents, end of period
  $ 42,678     $ 40,206  
 
           

 

 

EXHIBIT II
Reconciliation of EBITDA and Adjusted EBITDA to Net Cash provided by Operating Activities
(Expressed in thousands of U.S. dollars)
                                 
    Three Month     Three Month     Nine Month     Nine Month  
    Period     Period     Period     Period  
    Ended     Ended     Ended     Ended  
    September 30,     September 30,     September 30,     September 30,  
    2011     2010     2011     2010  
    (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Expressed in thousands of U.S. dollars
                               
Net cash provided by operating activities
  $ 18,782       12,082     $ 40,973       14,670  
Net decrease in operating assets
    1,656       18       2,340       27  
Net increase in operating liabilities
    (23,085 )     (10,481 )     (33,644 )     (13,540 )
Net interest cost
    11,802       1,187       29,774       1,168  
Share based compensation
    —       —       —       (2,140 )
Non cash consulting expense
    —       (5,619 )     —       (5,619 )
Amortization of deferred finance cost
    (743 )     (136 )     (1,609 )     (136 )
Payments for dry dock and special survey costs
    11,757       —       13,978       —  
Write-off of deferred finance costs
    —       —       (935 )     —  
 
                       
EBITDA
  $ 20,169     $ (2,949 )   $ 50,877     $ (5,570 )
 
                       
Share based compensation
    —       —       —       2,140  
Transaction cost
    —       8,019       —       8,019  
Write-off of deferred finance costs
    —       —       935       —  
 
                       
Adjusted EBITDA
  $ 20,169     $ 5,070     $ 51,812     $ 4,589  
 
                       
Disclosure of Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
EBITDA represents net loss plus interest expenses and finance cost plus depreciation and amortization and income taxes.
Adjusted EBITDA for nine month period ended September 30, 2011, represents EBITDA excluding the write-off of $0.9 million of the deferred finance costs that were incurred in connection with the cancellation of committed credit.
Adjusted EBITDA for the three months ended September 30, 2010, excludes $8.0 million of transaction costs for the VLCC acquisition.
Adjusted EBITDA for the nine months ended September 30, 2010, excludes $8.0 million of transaction costs for the VLCC acquisition and $2.1 million of share based compensation.
EBITDA and Adjusted EBITDA are included because they are used by certain investors to measure a company’s financial performance. 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 accounting principles generally accepted in the United States or as a measure of profitability or liquidity.
Management believes EBITDA and Adjusted EBITDA provide additional information with respect to Navios Acquisition’s ability to satisfy its obligations including debt service, capital expenditures and working capital requirements. While EBITDA and Adjusted EBITDA are frequently used as a measure of operating results and the ability to meet debt service requirements, the definition of EBITDA and Adjusted EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation.
Management believes that Adjusted EBITDA is useful in evaluating Navios Acquisition’s performance and liquidity position because the calculation of Adjusted EBITDA generally eliminates the accounting effect of one-off items.

 

 

EXHIBIT III
                                 
        Built/ Delivery           Net Charter   Profit   Expiration
Vessels   Type   Date   DWT   Rate (1)   Share   Date (2)
Owned Vessels
                               
Colin Jacob
  LR1 Product Tanker   2007     74,671     11,751 (3,4,5)   None   November 2012
Ariadne Jacob
  LR1 Product Tanker   2007     74,671     11,751 (3,4,5)   None   November 2012
Nave Cosmos
  Chemical Tanker   2010     25,130     11,213   60%/40%   February 2012
Nave Polaris
  Chemical Tanker   2011     25,145     11,213   60%/40%   January 2012
Shinyo Splendor
  VLCC   1993     306,474     38,019   None   May 2014
Shinyo Navigator
  VLCC   1996     300,549     42,705   None   December 2016
C. Dream
  VLCC   2000     298,570     29,625 (6)   50% above $30,000
40% above $40,000 		  March 2019
Shinyo Ocean
  VLCC   2001     281,395     38,400   50% above $43,500   January 2017
Shinyo Kannika
  VLCC   2001     287,175     38,025   50% above $44,000   February 2017
Shinyo Saowalak
  VLCC   2010     298,000     48,153   35% above $54,388
40% above 59,388
50% above 69,388 		  June 2025
Shinyo Kieran
  VLCC   2011     297,066     48,153   35% above $54,388
40% above $59,388
50% above $69,388 		  June 2026
Buddy
  MR2 Product Tanker   2009     50,470     22,490   None   October 2012
 
                  21,503   None   October 2014
Bull
  MR2 Product Tanker   2009     50,542     22,490   None   September 2012
 
                  21,503   None   September 2014
 
                               
Owned Vessels to be Delivered
                           
Nave Andromeda
  LR1   Q4 2011     75,000     11,850 (7,9)   100% up to $15,000
50% above $15,000 		  November 2014
Nave Estella
  LR1   Q1 2012     75,000     11,850 (5,8,9)   90/10% up to $15,000
50% above $15,000 		  January 2015
TBN
  LR1   Q3 2012     75,000                  
TBN
  LR1   Q4 2012     75,000                  
TBN
  LR1   Q4 2012     75,000                  
TBN
  LR1   Q1 2013     75,000                  
TBN
  MR2   Q2 2012     50,000                  
TBN
  MR2   Q3 2012     50,000                  
TBN
  MR2   Q3 2012     50,000                  
TBN
  MR2   Q3 2012     50,000                  
TBN
  MR2   Q4 2012     50,000                  
TBN
  MR2   Q4 2012     50,000                  
TBN
  MR2   Q4 2012     50,000                  
 
(1)   Net time charter-out rate per day (net of commissions).
 
(2)   Estimated dates assuming midpoint of redelivery of charterers.
 
(3)   On October 28, 2011, the charter contracts of the Colin Jacob and Ariadne Jacob were terminated prior to their original expiration in June 2013. Navios Acquisition entered into certain settlement agreements with charterers that provide for an amount of approximately $5.0 million payable in installments until June 2015, to compensate for the early termination of the charters and to cover any outstanding receivables.
 
(4)   Charterer’s option to extend the charter for 1+1+1 years at 12,739 (net) 1st optional year; 13,825 (net) plus 50/50% profit sharing 2nd optional year; 14,813 (net) plus 50/50% profit sharing 3rd optional year
 
(5)   Charter contract remains on subjects.
 
(6)   Vessel sub chartered at $34,843/day until third quarter 2012.
 
(7)   Charterer’s option to extend the charter for 1+1 years at $12,838 (net) 1st optional year plus 100% profit up to $16,000 plus 50/50% profit sharing above $16,000; $13,825 (net) 2nd optional year plus 100% profit up to $17,000 plus 50/50% profit sharing above $17,000.
 
(8)   Charterer’s option to extend the charter for 1+1 years at $11,850 (net) 1st optional year plus 90/10% profit up to $16,000 plus 50/50% profit sharing above $16,000; $11,850 (net) 2nd optional year plus 90/10% profit up to $17,000 plus 50/50% profit sharing above $17,000.

 

 

(9)   Profit sharing formula is calculated monthly and incorporates a $2,000 premium above the relevant index
Contact Information
• Public & Investor Relations Contact:
Navios Maritime Acquisition Corporation
+1.212.906.8644
info@navios-acquisition.com