Navios Maritime Acquisition CORP (Form: 6-K, Received: 05/15/2012 15:08:32)

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: May 4, 2012

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 x Form 40-F ¨

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 ¨ No x

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 ¨ No x

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 ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

On May 4, 2012, Navios Maritime Acquisition Corporation (“Navios Acquisition”) entered into an Amendment to the Management Agreement (the “Management Agreement Amendment”) with Navios Tankers Management Inc. (the “Manager”). The Management Agreement Amendment, among other changes, revises the duration of the fixed fee period under the existing Management Agreement, as amended, between Navios Acquisition and the Manager until May 28, 2014. The Management Agreement Amendment is attached as Exhibit 10.1 to this report on Form 6-K (this “Report”) and is incorporated herein by reference.

On May 8, 2012, Navios Maritime Acquisition Corporation (“Navios Acquisition”) issued a press release announcing its cash dividend for the quarter ended March 31, 2012, and its financial results for the first quarter ended March 31, 2012. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

This Report is hereby incorporated by reference into Navios Acquisition’s Registration Statements on Form F-3, File Nos. 333-151707, 333-169320 and 333-170896.

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: May 15, 2012

EXHIBIT INDEX


Exhibit No.		Exhibit

10.1		Amendment to the Management Agreement dated May 4, 2012

99.1		Press Release dated May 8, 2012

Exhibit 10.1

AMENDMENT TO MANAGEMENT AGREEMENT

This AMENDMENT TO MANAGEMENT AGREEMENT (this “ Amendment ”), dated as of May 4, 2012 is made by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“ NMAC ”) and Navios Tankers Management Inc., a Marshall Islands corporation (“ Tankers Management ”, and together with NMAC, the “ Parties ”) and amends the Management Agreement (the “ Agreement ”) entered into between NMAC and Navios Shipmanagement Inc. (“Shipmanagement”) on May 28, 2010 as such Agreement was assigned to Navios Tankers via an assignment agreement among the Parties and Shipmanagement dated September 10, 2010 and subsequently amended. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

W I T N E S S E T H :

WHEREAS, the Parties desire to amend the Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

The fourth paragraph of the first page of the Agreement shall be amended and restated in its entirety as follows:

“NOW THEREFORE, the parties agree that, in consideration for the Manager providing the commercial and technical management services set forth in Schedule “A” to this Agreement (the “ Services ”), and subject to the Terms and Conditions set forth in Article I attached hereto, Navios Acquisition shall (i) during the first four (4) years (expiring on May 28, 2014) of the initial term of this Agreement, pay to the Manager the fees set forth in Schedule “B” to this Agreement (the “ Fees ”) and, if applicable, the Extraordinary Fees and Costs and (ii) during the remaining one (1) year (expiring on May 28, 2015) of the initial term of this Agreement, reimburse the Manager for the actual costs and expenses incurred by the Manager in the manner provided for in Schedule “B” to this Agreement (the “ Costs and Expenses ”).”

The first paragraph of Section 6 of Article I shall be amended and restated in its entirety as follows:

“Section 6: Service Fee/Reimbursement of Costs and Expenses . In consideration for the Manager providing the Services, (i) during the first four (4) years (expiring on May 28, 2014) of the initial term of this Agreement, Navios Acquisition shall pay the Manager the Fees as set out in Schedule “B ” to this Agreement and the Extraordinary Fees and Costs, if applicable, and (ii) during the remaining one (1) year (expiring on May 28, 2015) of the initial term of this Agreement, Navios Acquisition shall reimburse the Manager for the actual costs and expenses incurred by the Manager in the manner provided for in Schedule “B” .

The first paragraph of Section 9 of Article I shall be amended and restated in its entirety as follows:

“Section 9: Term and Termination . With respect to each of the Vessels, this Agreement shall commence on the Closing Date and shall continue for five (5) years (as more specifically described on Schedule “B” to this Agreement), unless

terminated by either party hereto on not less than one hundred and twenty (120) days notice if:”

The first and second paragraphs of Schedule “B” shall be amended and restated in their entirety as follows:

“In consideration for the provision of the Services listed in Schedule “A” by the Manager to Navios Acquisition, Navios Acquisition shall, during the first four (4) years of the initial term of this Agreement, pay the Manager a fixed daily fee of US$7,000 per owned LR 1 product tanker vessel and $6,000 per owned MR2 product tanker vessel and chemical tanker vessel, and $10,000 per VLCC tanker vessel, payable on the last day of each month, as set forth in the table below. Navios Acquisition’s payment to the Manager for dry-docking expenses shall be at-cost for each VLCC tanker vessel. Navios Acquisition’s payment to the Manager for dry-docking expenses of all other vessels shall be limited to an amount up to $300,000 per vessel during the first four (4) years of the initial term of this Agreement.

During the remaining one (1) year of the initial term of this Agreement, within forty-five (45 days after the end of each month), the Manager shall submit to Navios Acquisition for payment an invoice for reimbursement of the Costs and Expenses in connection with the provision of the Services listed in Schedule “A” by the Manager to Navios Acquisition for such month. Costs and Expenses shall be determined in a manner consistent with how the fixed daily fee payable during the first four (4) years of the initial term of this Agreement was calculated and each statement will contain such supporting detail as may be reasonably required to validate such amounts due. Navios Acquisition shall make payment within fifteen (15) days of the date of each invoice. All invoices for Services are payable in U.S. dollars.”

The first paragraph and paragraph (1) of Schedule “C” shall be amended and restated in their entirety as follows:

“Notwithstanding anything to the contrary in this Agreement, the Manager will not be responsible for paying any costs, liabilities and expenses in respect of a Vessel, to the extent that such costs, liabilities and expenses are “extraordinary”, which shall consist of the following:

capitalized expenses incurred during construction of newbuilding vessels, repairs, refurbishment or modifications, including those not covered by the guarantee of the shipbuilder or by the insurance covering the Vessels, resulting from maritime accidents, collisions, other accidental damage or unforeseen events (except to the extent that such accidents, collisions, damage or events are due to the fraud, gross negligence or willful misconduct of the Manager, its employees or its agents, unless and to the extent otherwise covered by insurance).

Full Force and Effect . Except as modified by this Amendment, all other terms and conditions in the Agreement shall remain in full force and effect.

Effect . Unless the context otherwise requires, the Agreement, as amended, and this Amendment shall be read together and shall have effect as if the provisions of the Agreement, as amended, and this Amendment were contained in one agreement.

After the effective date of this Amendment, all references in the Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Agreement shall mean the Agreement, as amended, as further modified by this Amendment.

Counterparts . This Amendment may be executed in separate counterparts, all of which taken together shall constitute a single instrument.

[ Remainder of page intentionally left blank. Signature page to follow .]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.


NAVIOS MARITIME ACQUISITION CORPORATION


/s/ Angeliki Frangou
By:		Angeliki Frangou
Title:		Chief Executive Officer

NAVIOS TANKERS MANAGEMENT INC.

/s/ Efstratios Desypris
By:		Efstratios Desypris
Title:		President/Director

[Signature Page - Amendment to Management Agreement]

Exhibit 99.1

Navios Maritime Acquisition Corporation Reports

Financial Results for the First Quarter ended March 31, 2012

PIRAEUS, GREECE—(Marketwire - May 8, 2012) - Navios Maritime Acquisition Corporation (NYSE: NNA)

•

Quarterly dividend of $0.05 per share

•

Quarterly Revenue Increased by 42.1% to $35.7 million

•

Quarterly EBITDA Increased by 47.6% to $23.7 million

•

89.4% Fleet Coverage for 2012

Navios Maritime Acquisition Corporation (“Navios Acquisition”) (NYSE: NNA), an owner and operator of tanker vessels, today reported its financial results for the first quarter ended March 31, 2012.

Angeliki Frangou, Chairman and Chief Executive Officer of Navios Acquisition stated, “Since 2010, we have built a diverse fleet of 29 tanker vessels with an average age of about six years. As a sign of continued confidence in our operations, we announced a quarterly dividend of $0.05 per share, representing a yield of about 7% to shareholders.”

Angeliki Frangou continued, “I believe that Navios Acquisition is conservatively positioned in the current market. The Company’s entire operating cost is borne by the 15 vessels in the water for 2012. We also enjoy a low cash-flow break even for 2013. Even if there is no recovery in the market, we can generate substantial additional cash flow in the current rate environment. Given the Company’s 50% increase in available days in each of 2012 and 2013, accompanied by profit sharing on almost half of our fleet, any increase in charter rates will be amplified in our results.”

HIGHLIGHTS - RECENT DEVELOPMENTS

Dividend of $0.05 per Share of Common Stock

On May 4, 2012, the Board of Directors of Navios Acquisition declared a quarterly cash dividend for the first quarter of 2012 of $0.05 per share of common stock. The dividend is payable on July 3, 2012 to stockholders of record as of June 20, 2012. 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.

Management Fees Fixed at Current Levels for Two Additional Years

Navios Acquisition amended its existing Management Agreement with Navios Tankers Management Inc. (the “Manager”), a subsidiary of Navios Maritime Holdings Inc. (“Navios Holdings”), to fix the fees for ship management services of its owned fleet at current levels for two additional years, through May 28, 2014. The management fees are: (a) $7,000 daily rate per LR1 product tanker vessel; (b) $6,000 daily rate per MR 2 product and chemical tanker vessel; and (c) $10,000 daily rate per VLCC tanker vessel.

Time Charter Coverage

Navios Acquisition has contracted 89.4%, 62.3% and 54.0% of its available days on a charter-out basis for 2012, 2013 and 2014, respectively, equivalent to $145.8 million, $152.2 million and $138.9 million of revenue, respectively. The average contractual daily charter-out rate for the fleet is $26,747, $26,059, and $25,839 for 2012, 2013 and 2014, respectively.

FINANCIAL HIGHLIGHTS

For the following results and the selected financial data presented herein, Navios Acquisition has compiled consolidated statement of income for the three month periods ended March 31, 2012 and 2011. The quarterly information for 2012 and 2011 was derived from the unaudited condensed consolidated financial statements for the respective periods.


(Expressed in thousands of U.S. dollars)	Three Month Period ended March 31, 2012 (unaudited)			Three Month Period ended March 31, 2011 (unaudited)
Revenue	$	35,717		$	25,130
Net loss	$	(788	)	$	(406	)
EBITDA	$	23,690		$	16,052
Loss per share (basic and diluted)	$	(0.02	)	$	(0.01	)

Three month periods ended March 31, 2012 and 2011

Revenue for the three month period ended March 31, 2012 increased by $10.6 million or 42.1% to $35.7 million, as compared to $25.1 million for the same period in 2011. The increase was mainly attributable to the delivery of the Shinyo Kieran in June 2011, the Buddy and the Bull in July 2011, the Nave Andromeda in November 2011 and the Nave Estella in January 2012. As a result of the vessel acquisitions, available days of the fleet increased to 1,319 days for the three month period ended March 31, 2012, as compared to 874 days for the three month period ended March 31, 2011. The time charter equivalent (“TCE”) rate decreased to $26,683 for the three month period ended March 31, 2012, from $29,558 for the three month period ended March 31, 2011.

EBITDA for the three months ended March 31, 2012, increased by $7.6 million to $23.7 million for the three month period ended March 31, 2012, as compared to $16.1 million for the same period of 2011. The increase in EBITDA was due to a: (a) $10.6 million increase in revenue following the acquisition of the Shinyo Kieran that was delivered in June 2011, the Buddy and the Bull in July 2011, the Nave Andromeda in November 2011 and the Nave Estella in January 2012; (b) $0.1 million decrease in general and administrative expenses; and (c) $0.4 million increase in other income/(expense), net. The above increase was partially offset by a (a) $3.4 million increase in management fees due to the increased number of vessels in Navios Acquisition’s fleet; and (b) $0.1 million increase in time charter expenses.

Net loss for the three month period ended March 31, 2012 amounted to $0.8 million compared to a $0.4 million loss for the three month period ended March 31, 2011. The increase in net loss by $0.4 million was due a: (a) $0.5 million increase in direct vessel expenses; (b) $3.3 million increase of interest expenses and finance cost, net; (c) $3.9 million increase in depreciation and amortization due to the acquisitions of the Shinyo Kieran in June 2011, and the Buddy and the Bull in July 2011, the Nave Andromeda in November 2011 and the Nave Estella in January 2012; and (d) $0.3 million decrease in interest income. The above increase was partially offset by a $7.6 million increase in EBITDA.

Fleet Employment Profile

The following table reflects certain key indicators indicative of the performance of Navios Acquisition and its core fleet for the three month periods ended March 31, 2012 and 2011, respectively.


	Three Month Period ended March 31, 2012 (unaudited)			Three Month Period ended March 31, 2011 (unaudited)
Available Days ⁽¹⁾		1,319			874
Operating Days ⁽²⁾		1,296			843
Fleet Utilization ⁽³⁾		98.3	%		96.5	%
Time Charter Equivalent (per day) ⁽⁴⁾	$	26,683		$	29,558
Vessels operating at period end		15			10

(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, Tuesday, May 8, 2012 at 8:30 am ET, at which time Navios Acquisition’s senior management will provide highlights and commentary on the results of the first quarter ended March 31, 2012.

US Dial In: +1.877.480.3873

International Dial In: +1.404.665.9927

Conference ID: 7464 4709

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: 7464 4709

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)


	March 31, 2012 (unaudited)			December 31, 2011
ASSETS
Current assets
Cash and cash equivalents	$	41,178		$	41,300
Restricted cash, short term portion		36,133			30,640
Accounts receivable, net		6,040			6,478
Prepaid expenses and other current assets		259			489

Total current assets		83,610			78,907

Vessels, net		809,448			774,624
Deposits for vessels acquisitions		309,307			245,567
Deferred finance costs, net		23,834			24,819
Goodwill		1,579			1,579
Intangible assets — other than goodwill		57,718			59,879
Restricted cash long — term portion		—			1,574
Other long-term assets		1,328			1,310
Deferred dry dock and special survey costs, net		7,394			7,210
Total non-current assets		1,210,608			1,116,562

Total assets	$	1,294,218		$	1,195,469

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	503		$	1,021
Dividend payable		2,410			2,421
Accrued expenses		22,313			15,492
Due to related parties, short term		40,570			43,616
Deferred revenue		3,010			3,251
Current portion of long term debt		13,276			11,928

Total current liabilities		82,082			77,729

Long-term debt, net of current portion and premium		921,631			833,483
Loans due to related party		35,000			40,000
Due to related parties, long term		14,712			—
Other long term liabilities		412			480
Unfavorable lease terms		4,757			4,928

Total non-current liabilities		976,512			878,891

Total liabilities		1,058,594			956,620

Commitments and contingencies		—			—

Stockholders’ equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 4,540 issued and outstanding as of March 31, 2012 and December 31, 2011		—			—
Common stock, $0.0001 par value; 250,000,000 shares authorized; 40,517,413 issued and outstanding as of March 31, 2012 and December 31, 2011		4			4
Additional paid-in capital		253,412			255,849
Accumulated Deficit		(17,792	)		(17,004	)

Total stockholders’ equity		235,624			238,849

Total liabilities and stockholders’ equity	$	1,294,218		$	1,195,469

NAVIOS MARITIME ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in thousands of U.S. dollars - except share and per share data)


	Three Month Period Ended, March 31, 2012			Three Month Period Ended, March 31, 2011
	(unaudited)			(unaudited)
Revenue	$	35,717		$	25,130
Time charter expenses		(530	)		(427	)
Direct vessel expenses		(502	)		—
Management fees		(10,955	)		(7,584	)
General and administrative expenses		(912	)		(1,025	)
Depreciation and amortization		(11,946	)		(8,045	)
Interest income		177			480
Interest expenses and finance cost, net		(12,207	)		(8,893	)
Other income/(expense), net		370			(42	)

Net loss	$	(788	)	$	(406	)

Dividend declared on preferred shares Series B		(27	)		(26	)
Undistributed loss attributable to Series C participating preferred shares		130			1

Net loss attributable to common stockholders	$	(685	)	$	(431	)

Net loss per share, basic	$	(0.02	)	$	(0.01	)

Weighted average number of shares, basic		40,517,413			46,947,161

Net loss per share, diluted	$	(0.02	)	$	(0.01	)

Weighted average number of shares, diluted		40,517,413			46,947,161

NAVIOS MARITIME ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of U.S. dollars)


	For the Three Months Ended March 31, 2012 (unaudited)			For the Three Months Ended March 31, 2011 (unaudited)
Operating Activities
Net loss	$	(788	)	$	(406	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		11,946			8,045
Amortization of deferred finance costs		693			381
Amortization of dry dock costs		502			—
Changes in operating assets and liabilities:
Decrease in prepaid expenses		230			48
Decrease in accounts receivable		438			3,037
Decrease in restricted cash		65			5
Decrease in other long term assets		(18	)		—
Decrease in accounts payable		(518	)		(2,990	)
Payments for dry dock and special survey costs		(687	)		—
Increase in accrued expenses		6,821			9,492
Increase in due to related parties		11,666			1,026
(Decrease)/ increase in deferred revenue		(241	)		111
Decrease in other long term liabilities		(68	)		—

Net cash provided by operating activities	$	30,041		$	18,749

Investing Activities
Acquisition of vessels		(11,159	)		(4,533	)
Deposits for vessel acquisition		(97,128	)		(2,995	)
Restricted cash		2,991			778

Net cash used in investing activities	$	(105,296	)	$	(6,750	)

Financing Activities
Loan proceeds, net of deferred finance costs		92,538			3,035
Loan repayment to related party		(5,000	)		—
Loan repayments		(2,982	)		(897	)
Dividend paid		(2,448	)		(2,447	)
Restricted cash		(6,975	)		(625	)

Net cash provided by/(used in) financing activities	$	75,133		$	(934	)

Net (decrease)/increase in cash and cash equivalents		(122	)		11,065
Cash and cash equivalents, beginning of year		41,300			61,360

Cash and cash equivalents, end of period	$	41,178		$	72,425

EXHIBIT II

Reconciliation of EBITDA to Net Cash provided by Operating Activities

(Expressed in thousands of U.S. dollars)


	Three Month Period Ended March 31, 2012			Three Month Period Ended March 31, 2011
	(unaudited)			(unaudited)
Expressed in thousands of U.S. dollars
Net cash provided by operating activities	$	30,041		$	18,749
Decrease in operating assets		(715	)		(3,090	)
Increase in operating liabilities		(17,660	)		(7,639	)
Net interest cost		12,030			8,413
Amortization of deferred finance costs		(693	)		(381	)
Payments of dry dock and special survey costs		687			—

EBITDA(1)	$	23,690		$	16,052


⁽¹⁾

	Three Month Period Ended March 31, 2012 (unaudited)			Three Month Period Ended March 31, 2011 (unaudited)
Net cash provided by operating activities		30,041		$	18,749
Net cash used in investing activities		(105,296	)	$	(6,750	)
Net cash provided by/(used in) financing activities		75,133		$	(934	)

Disclosure of Non-GAAP Financial Measures

EBITDA represents net income/ (loss) plus interest expenses and finance cost plus depreciation and amortization and income taxes.

EBITDA is presented because Navios Acquisition believes that EBITDA is a basis upon which liquidity can be assessed and present useful information to investors regarding Navios Acquisition’s ability to service and/or incur indebtedness, pay capital expenditures, meet working capital requirements and pay dividends. EBITDA is “non-GAAP financial measure” 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.

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.

EXHIBIT III

Vessels

Type

Built/
Delivery
Date

DWT

Net Charter
Rate ⁽¹⁾

Profit Share

Expiration
Date ⁽²⁾

Owned Vessels

Nave Cielo

LR1 Product

Tanker

2007

74,671

11,751

^(3,4)

None

November 2012

Nave Ariadne

LR1 Product

Tanker

2007

74,671

11,751

^(3,4)

None

November 2012

Nave Cosmos

Chemical

Tanker

2010

25,130

11,700

60%/40%

August 2012

Nave Polaris

Chemical

Tanker

2011

25,145

11,700

60%/40%

July 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

50% above $30,000

March 2019

40% above $40,000

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

June 2025

40% above 59,388

50% above 69,388

Shinyo Kieran

VLCC

2011

297,066

48,153

35% above $54,388

June 2026

40% above $59,388

50% above $69,388

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

Nave Andromeda

LR1 Product

Tanker

2011

75,000

11,850

⁽⁵⁾

100% up to $15,000

November 2014

50% above $15,000

Nave Estella

LR1 Product

Tanker

2012

75,000

11,850

⁽⁶⁾

90% up to $15,000

50% above $15,000

January 2015

Owned Vessels to be Delivered

TBN

LR1

Q3 2012

75,000

TBN

LR1

Q4 2012

75,000

TBN

LR1

Q4 2012

75,000

TBN

LR1

Q4 2012

75,000

TBN

MR2

Q3 2012

50,000

13,331

⁽⁷⁾

50% /50%

TBN

MR2

Q3 2012

50,000

13,331

⁽⁷⁾

50% /50%

TBN

MR2

Q4 2012

50,000

13,331

⁽⁸⁾

50% /50%

TBN

MR2

Q4 2012

50,000

13,331

⁽⁸⁾

50% /50%

TBN

MR2

Q4 2012

50,000

13,825

⁽⁹⁾

50% /50%

TBN

MR2

Q1 2013

50,000

TBN

MR2

Q1 2013

50,000

TBN

MR2

Q2 2014

50,000

TBN

MR2

Q3 2014

50,000

TBN

MR2

Q4 2014

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 for the Nave Cielo and the Nave Ariadne 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 to compensate for the early termination of the charters and to cover any outstanding receivables, out of which $2.0 million will be settled in installments until June 2015.

(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)

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. Profit sharing formula is calculated monthly and incorporates $2,000 premium above the relevant index.

(6)

Charterer’s option to extend the charter for 1+1 years at $11,850 (net) 1st optional year plus 90% profit up to $16,000 plus 50/50% profit sharing above $16,000; $11,850 (net) 2nd optional year plus 90% profit up to $17,000 plus 50/50% profit sharing above $17,000. Profit sharing formula is calculated monthly and incorporates $2,000 premium above the relevant index.

(7)

Charter duration three years. Charterer’s option to extend the charter for 1+ 1 years at $14,566 (net) 1st optional year plus profit sharing; $15,553 (net) 2 ^nd optional year plus profit sharing. The profit sharing will be calculated monthly and profits will be shared equally. Profit sharing formula incorporates $1,000 premium above the relevant index.

(8)

Charter duration three years. Charterer’s option to extend the charter for 1 year at $14,813 (net) plus profit sharing. The charterers will receive 100% of the first $1,000 in profits above the base rate and the owners will receive 100% of the next $1,000. Thereafter, all profits will be split equally to each party.

(9)

Charter duration three years. Charterer’s option to extend the charter for 1 year at $15,306 (net) plus profit sharing. The charterers will receive 100% of the first $1,000 in profits above the base rate and the owners will receive 100% of the next $1,000. Thereafter, all profits will be split equally to each party.