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 13, 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 August 30, 2012, Navios Maritime Acquisition Corporation (the “Company”) filed a Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock of Navios Maritime Acquisition Corporation (the “Certificate of Designation”) with the Registrar of Corporations in the Republic of the Marshall Islands designating a series of preferred stock as the Series D Redeemable Convertible Preferred Stock, par value $0.0001 per share, having a liquidation preference amount of $10,000 per share (the “Series D Preferred Stock”). On each of August 31, 2012 and October 30, 2012, the Company issued 300 shares of the Series D Preferred Stock to a shipyard, in partial settlement of the purchase price of two newbuild LR1 product tankers, the Nave Cassiopeia and the Nave Cetus. The Series D Preferred Stock contains a 6.0% per annum dividend payable quarterly, which begins to accrue one year after the issuance of the Series D Preferred Stock. The Series D Preferred Stock, plus accrued and unpaid dividends, will mandatorily convert into shares of common stock of the Company (“Common Stock”) upon the earlier of: (i) 30 months following the issuance date of the shares of the Series D Preferred Stock at a price per share of Common Stock of $10.00, subject to adjustment, and (ii) at any time following the issuance of the Series D Preferred Stock, if the closing price of the Common Stock has been at least $20.00 per share, subject to adjustment, for 10 consecutive business days. The holder of the Series D Preferred Stock shall have the right to convert the shares of Series D Preferred Stock into Common Stock prior to the scheduled maturity dates at a price of $7.00 per share of Common Stock, subject to adjustment. The Series D Preferred Stock does not have any voting rights. In addition, in connection with the issuance of the Series D Preferred Stock, the Company granted the holder the right, commencing upon the 18 month anniversary of the issuance, to require the Company to purchase such Series D Preferred Stock or Common Stock, as applicable, at the liquidation preference amount per share of Series D Preferred Stock or the conversion amount the Common Stock were issued pursuant to, as applicable; provided, however, such requirement to purchase such shares is only be applicable to, and vests with respect to, 1/12 of the shares of Series D Preferred Stock or Common Stock (in the event of a conversion of the Series D Preferred Stock) on the 18 month anniversary of the date of issuance of the Series D Preferred Stock and 1/12 quarterly thereafter, until the expiration of such requirement, which shall expire sixty (60) months following the date of issuance of the Series D Preferred Stock. The foregoing description of the terms of the Series D Preferred Stock is qualified in its entirety by the Certificate of Designation, as filed, which is attached as Exhibit 1.1 to this Report and is incorporated herein by reference.
On November 1, 2012, the Company announced that the Nave Cetus, a new building LR1 product tanker vessel of 74,581 dwt, was delivered on October 30, 2012 from a South Korean shipyard. The Nave Cetus has been chartered out for one year at a rate of $11,850 net per day plus 50% profit sharing based on a formula. The charterer has an option for an additional six months on the same terms. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
On November 12, 2012, the Company announced that the Nave Aquila, a new building MR2 product tanker vessel of 49,991 dwt, was delivered on November 9, 2012 from a South Korean shipyard. The Nave Aquila has been chartered out for three years at a rate of $13,331 net per day plus 50% profit sharing based on a formula, which incorporates a $1,000 premium above the relevant index. The charterer has an option for an additional two years at a rate of $14,566 net per day for the first optional year and $15,553 net per day for the second option year, plus 50% profit sharing for each option year. A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.
On November 13, 2012, the Company issued a press release announcing its financial results for the three and nine months ended September 30, 2012 and a quarterly dividend of $0.05 per share of Common Stock. A copy of the press release is furnished as Exhibit 99.3 to this Report and is incorporated herein by reference.
This Report on Form 6-K, except for the information and disclosures regarding the press release announcing the Company’s financial results for the three and nine months ended September 30, 2012 attached as Exhibit 99.3 hereto, is hereby incorporated by reference into the Company’s Registration Statements on Form F-3, File Nos. 333-151707, 333-169320 and 333-170896.
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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 16, 2012 | ||
EXHIBIT INDEX
|
Exhibit
|
Exhibit |
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| 1.1 | Certificate of Designation, Preferences and Rights of Series D Convertible Preferred Stock, as filed with the Registrar of Companies of the Republic of the Marshall Islands on August 30, 2012 | |
| 99.1 | Press Release dated November 1, 2012 | |
| 99.2 | Press Release dated November 12, 2012 | |
| 99.3 | Press Release dated November 13, 2012 | |
Exhibit 1.1
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
SERIES D CONVERTIBLE PREFERRED STOCK
OF
NAVIOS MARITIME ACQUISITION CORPORATION
(Pursuant to Section 35(2) of the
Business Corporations Act of the Associations Law of
the Republic of the Marshall Islands)
The undersigned, Ms. Angeliki Frangou and Ms. Vasiliki Papaefthymiou, do hereby certify:
1. That they are the duly elected and acting Chief Executive Officer and Corporate Secretary, respectively, of Navios Maritime Acquisition Corporation, a Marshall Islands corporation.
2. That, pursuant to the authority conferred by the Company’s Amended and Restated Articles of Incorporation, the Company’s Board of Directors, as of August 24, 2012, by a unanimous written consent in lieu of a meeting in accordance with Section 55 of the Business Corporation Act of the Associations Law of the Republic of the Marshall Islands, adopted the following resolutions:
RESOLVED, that, pursuant to the authority expressly granted to and vested in the Board of Directors (the “ Board of Directors ”) of Navios Maritime Acquisition Corporation (the “ Company ”) by the provisions of the Amended and Restated Articles of Incorporation (the “ Articles of Incorporation ”) of the Company and its Bylaws, and in accordance with Section 35(2) of the Business Corporation Act of the Associations Law of the Republic of the Marshall Islands (the “ BCA ”), there is hereby created, out of the 9,995,460 shares of preferred stock, par value $0.0001 per share (the “ Preferred Stock ”), of the Company’s remaining authorized, unissued and undesignated, a series of the Preferred Stock, which series shall have the following powers, designations, preferences and relative, optional or other rights, and the following qualifications, limitations and restrictions (in addition to any powers, designations, preferences and relative, optional or other rights, and any qualifications, limitations and restrictions, set forth in the Articles of Incorporation which are applicable to the Preferred Stock):
Section 1. Designation of Amount .
The shares of such series of Preferred Stock created hereby shall be designated the “Series D Convertible Preferred Stock” (the “ Series D Convertible Preferred Stock ”), par value $0.0001 per share. The number of shares of Series D Convertible Preferred Stock shall initially be 2,500, which number the Board of Directors may from time to time increase or decrease (but not below the number then-outstanding). Series D Convertible Preferred Stock shall rank pari passu with the Company’s convertible preferred stock as shall have been previously designated on the date of issuance of this Series D Convertible Preferred Stock.
Section 2. Liquidation .
(a) Liquidation Preference . In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a “ Liquidation Event ”), (i) after any payment shall be made or any assets distributed out of the assets of the Company then-available for distribution (whether such assets are stated capital, surplus or earnings) to the holders of (x) any of the Company’s secured and unsecured debt obligations, or (y) any other security or obligation issued subsequent to the respective Issuance Date (as defined below) that expressly states that it ranks senior to the Series D Convertible Preferred Stock (such holders in subclauses (x) and (y) collectively, the “ Senior Holders ”), but (ii) before any payment shall be made or any assets distributed to the holders of any class or series of the common stock, par value $0.0001 per share of the Company (the “ Common Stock ”), the holders of the Series D Convertible Preferred Stock then-outstanding shall be entitled to receive $10,000 per share of Series D Convertible Preferred Stock plus the amount of any accumulated and unpaid dividends thereon, whether or not declared (the “ Liquidation Preference ”), up to and including the date full payment shall be tendered to the holders of the Series D Convertible Preferred Stock with respect to such Liquidation Event. If, upon any Liquidation Event and after payment or distribution to the Senior Holders, the assets of the Company available for distribution to the holders of the Series D Convertible Preferred Stock are insufficient to permit the payment in full to the holders of the Series D Convertible Preferred Stock of the full Liquidation Preference, then all of the remaining assets of the Company available for such distribution shall be distributed among the holders of the then-outstanding Series D Convertible Preferred Stock pro rata according to the number of then-outstanding shares of Series D Convertible Preferred Stock held by each holder thereof.
(b) Distribution of Remaining Assets . Following payment to the holders of the Series D Convertible Preferred Stock of the full preferential amounts described in Section 2(a) above, the holders of the Series D Convertible Preferred Stock shall have no further right to participate in any assets of the Company available for distribution.
Section 3. Dividends; Withholding on Payments; Taxes .
(a) The holders of Series D Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of legally available funds, cumulative dividends at the rate of 6.0% of the Liquidation Preference per share of Series D Convertible Preferred Stock per annum. With respect to each share of Series D Convertible Preferred Stock, such dividends shall accrue daily commencing on the date that is twelve (12) months after the date such shares of Series D Convertible Preferred Stock are issued (with respect to such shares, their respective issuance dates, the “ Issuance Date ”) through the earlier of the conversion or redemption of such share or a Liquidation Event and shall be payable quarterly in arrears on June 30, September 30, December 31, March 31 of each year or, if not a Business Day, the next succeeding Business Day (and without any interest or other payment in respect of such delay), commencing with the first dividend payment date following the date such shares of Series D Convertible Preferred Stock are issued (each, a “ Dividend Payment Date ”). Any dividend payable on the Series D Convertible Preferred Stock for any partial dividend period shall be prorated and computed on the basis of a 365- or 366-day year and the actual number of days elapsed. Dividends shall be payable to holders of record as they appear in the stock records of the Company at the close of business on the applicable dividend record date, which shall be a date designated by the Board of Directors for the payment of dividends that is not more than 60 nor less than 10 calendar days immediately preceding such Dividend Payment Date.
(b) Notwithstanding anything to the contrary contained herein, dividends on the Series D Convertible Preferred Stock shall accrue and cumulate whether or not the Company has earnings or surplus, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared by the Board of Directors. Accumulated but unpaid dividends on the Series D Convertible Preferred Stock shall cumulate as of the Dividend Payment Date on which they first become payable, on the date of conversion pursuant to Section 5 hereof and on the date of any Liquidation Event.
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(c) The Company shall be authorized to deduct and withhold any withholding or similar taxes imposed with respect to any payments made (or deemed made) on or with respect to the Series D Convertible Preferred Stock under the U.S. Internal Revenue Code of 1986, as amended, or any applicable provision of state, local or foreign tax law, and any amounts so deducted and withheld shall be treated as distributed by the Company to the holders of the Series D Convertible Preferred Stock in accordance with the terms hereof. If payment is made through the distribution of property (other than money), any holder of the Series D Convertible Preferred Stock that is subject to withholding or similar taxes shall deliver to the Company (or, as directed by the Company, to its paying agent), by wire transfer of immediately available funds in United States dollars, amounts sufficient to satisfy any withholding obligations imposed on the Company (or its paying agent) with respect to any such distribution to or for the benefit of such holder. As security for its obligations under this Section 3(c), such holder hereby grants the Company a security interest in any and all amounts payable or distributable to (or for the benefit of) such holder in respect of the Series D Convertible Preferred Stock.
(d) The Company will pay any and all original issuance, transfer, stamp and other similar taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Series D Convertible Preferred Stock pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that of the holder of the share(s) of Series D Convertible Preferred Stock to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Company the amount of any such tax, or has established to the reasonable satisfaction of the Company that such tax has been or will be paid.
Section 4. Voting Rights .
Except as may be provided in the BCA, a holder of Series D Convertible Preferred Stock shall not have any voting rights.
Section 5. Conversion Rights .
(a) Automatic Conversion . Thirty (30) months following the respective issuance of any such share of Series D Convertible Preferred Stock (each such date an, “ Automatic Conversion Date ”), such shares of Series D Convertible Preferred Stock shall automatically convert pro rata, without any action on the part of the Company, any stockholder or any other person, into a number of fully paid and non-assessable shares of Common Stock determined by dividing the amount of the then-Liquidation Preference of such Series D Convertible Preferred Stock being converted by a conversion price equal to $10.00 per share of Common Stock, subject to adjustment pursuant to Section 5(f) below.
(b) Optional Conversion . Subject to and upon compliance with the provisions of this Section 5, the holders of shares of Series D Convertible Preferred Stock shall be entitled, at their option, at any time following the respective Issuance Date and prior to the respective Automatic Conversion Date or the Price Conversion Date (as defined below), to convert all or any such then-outstanding shares of Series D Convertible Preferred Stock into a number of fully paid and non-assessable shares of Common Stock determined by dividing the amount of the then-Liquidation Preference of such Series D Convertible Preferred Stock being converted by a conversion price equal to $7.00 per share of Common Stock, subject to adjustment pursuant to Section 5(f) below.
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(c) Automatic Conversion Based on Price . At any time following the respective Issuance Date, if the closing price of the Common Stock on the New York Stock Exchange (or, if that is not then the principal market for the Company’s Common Stock, the then-principal market) has been at least $20.00 per share, as adjusted for stock splits, stock dividends or similar events, for 10 consecutive Business Days (such 10 th day, the “ Price Conversion Date ”), the remaining balance of the then-outstanding shares of Series D Convertible Preferred Stock shall automatically convert pro rata, without any action on the part of the Company, any stockholder or any other person, into a number of fully paid and non-assessable shares of Common Stock determined by dividing the amount of the then-Liquidation Preference of such Series D Convertible Preferred Stock being converted by a conversion price equal to $20.00 per share of Common Stock, subject to adjustment pursuant to Section 5(f) below.
(d) Conversion Price . The applicable conversion price (the “ Conversion Price ”) shall be subject to adjustment from time to time in accordance with Section 5(f) hereof.
(e) No Fractional Shares . The number of full shares of Common Stock issuable upon conversion shall be computed on the basis of the aggregate number of shares of Series D Convertible Preferred Stock surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series D Convertible Preferred Stock, the number of shares of Common Stock issued shall be rounded, up or down, to the nearest whole number of shares of Common Stock (with one half being rounded up).
(f) Adjustments to Conversion Price . The Conversion Price shall be subject to adjustment from time to time as follows:
(1) Upon Stock Dividends, Subdivisions or Splits . If, at any time after any Issuance Date, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split up of shares of Common Stock, then, following the record date for the determination of holders of Common Stock entitled to receive such stock dividend, or to be affected by such subdivision or split up, the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of Series D Convertible Preferred Stock shall be increased in proportion to such increase in outstanding shares.
(2) Upon Combinations or Reverse Stock Splits . If, at any time after any Issuance Date, the number of shares of Common Stock outstanding is decreased by a combination or reverse stock split of the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then, following the record date to determine shares affected by such combination or reverse stock split, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of Series D Convertible Preferred Stock shall be decreased in proportion to such decrease in outstanding shares.
(3) Upon Capital Reorganization or Reclassification . If the Common Stock issuable upon the conversion of the Series D Convertible Preferred Stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination or shares of stock dividend provided for elsewhere in this Section 5(f), or the sale of all or substantially all of the Company’s properties and assets to any other person), then and in each such event the holder of each share of Series D Convertible Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of Series D Convertible Preferred Stock might have been converted, as the case may be, immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein.
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(4) Upon Reclassification, Merger or Sale of Assets . If, at any time or from time to time, there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification, or exchange of shares provided for elsewhere in this Section 5(f)) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, or consolidation or sale, provision shall be made so that holders of Series D Convertible Preferred Stock, as the case may be, shall thereafter be entitled to receive upon conversion of the Series D Convertible Preferred Stock, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which such holder would have been entitled if such holder had converted its shares of Series Convertible A Preferred Stock immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5(f) with respect to the rights of the holders of the Series D Convertible Preferred Stock after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 5(f), including adjustment of the Conversion Price then in effect for the Series D Convertible Preferred Stock and the number of shares issuable upon conversion of the Series D Convertible Preferred Stock shall be applicable after that event in as nearly equivalent a manner as may be practicable.
(g) Exercise of Conversion Privilege .
(1) Except in the case of an automatic conversion pursuant to (x) Section 5(a) hereof, or (y) Section 5(c) hereof, as the case may be, in order to convert shares of Series D Convertible Preferred Stock, a holder must (A) surrender the certificate or certificates evidencing such holder’s shares of Series D Convertible Preferred Stock (to the extent they were issued in certificated form) to be converted and duly endorsed in a form satisfactory to the Company, at the office of the Company, and (B) notify the Company at such office that such holder elects to convert Series D Convertible Preferred Stock and the number of shares such holder wishes to convert. Such notice referred to in clause (B) above shall be delivered substantially in the form set forth in Annex A hereto.
(2) Except in the case of an automatic conversion pursuant to (x) Section 5(a) hereof, or (y) Section 5(c) hereof, as the case may be, Series D Convertible Preferred Stock shall be deemed to have been converted immediately prior to the close of business on the day (the “ Conversion Date ”) of surrender of such shares of Series D Convertible Preferred Stock for conversion in accordance with the foregoing provisions. In the case of (A) an automatic conversion pursuant to Section 5(a) hereof, such conversion shall occur automatically on the Automatic Conversion Date or (B) an automatic conversion pursuant to Section 5(c) hereof, such conversion shall occur automatically on the Price Conversion Date, and without any further action by the holders of such shares and whether or not the certificates representing such shares, if any, are surrendered to the Company or its transfer agent. Upon the Conversion Date or the Automatic Conversion Date or the Price Conversion Date, as the case may be, the rights of the holders of such shares of Series D Convertible Preferred Stock as holder shall cease, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. Upon the automatic conversion of the Series D Convertible Preferred Stock pursuant to (I) Section 5(a) hereof, or (II) Section 5(c) hereof, as the case may be, the Company shall promptly send written notice thereof, by registered or certified mail, return receipt requested and postage prepaid, by hand delivery or by overnight delivery, to each holder of record of Series D Convertible Preferred Stock at their address then-shown on the records of the Company, which notice shall state that certificates evidencing shares of Series D Convertible Preferred Stock, if any, must be surrendered at the office of the Company (or of its transfer agent for the Common Stock, if applicable). Upon the occurrence of the automatic conversion of the Series D Convertible Preferred Stock, whether pursuant to Section 5(a) or Section 5(c) hereof, the holders of Series D Convertible Preferred Stock shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series D Convertible Preferred Stock.
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Upon the conversion of the Series D Convertible Preferred Stock, the shares of Series D Convertible Preferred Stock so converted shall not be transferred on the books of the Company or be deemed to be outstanding for any purpose whatsoever and shall constitute only the right to receive such number of shares of Common Stock as may be issuable upon such conversion. As promptly as practicable on or after the Conversion Date, the Automatic Conversion Date (subject to Section 5(a)), or the Price Conversion Date (subject to Section 5(c)), as the case may be, the Company shall issue and shall deliver at any office or agency of the Company maintained for the surrender of Series D Convertible Preferred Stock a certificate or certificates for the number of full shares of Common Stock issuable upon conversion or such shares shall be issued in book-entry form and deposited at an account in the name of the holder of record maintained at the Company’s transfer agent.
(3) In the case of any certificate evidencing shares of Series D Convertible Preferred Stock which is converted in part only, upon such conversion the Company shall execute and deliver a new certificate representing an aggregate number of shares of Series D Convertible Preferred Stock equal to the unconverted portion of such certificate.
(4) Notwithstanding anything to the contrary contained herein, if any Common Stock underlying the Series D Convertible Preferred Stock is issued prior to one year after the Original Issuance Date for such Series D Convertible Preferred Stock, such Common Stock shall be issued in certificated form with an appropriate legend to the effect that it can only be sold in a transaction registered under the Securities Act of 1933, as amended, or in a transaction exempt from such registration.
(h) Cancellation of Converted Series D Convertible Preferred Stock . All Series D Convertible Preferred Stock delivered for conversion shall be delivered to the Company to be cancelled.
Section 6. Certain Definitions .
The following terms shall have the following respective meanings herein:
“ Business Day ” means any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the State of New York.
“ Designated Office ” means the office or agency maintained by the Company for the presentation of certificates evidencing shares of Series D Convertible Preferred Stock.
[ Remainder of page intentionally left blank. Signature page to follow .]
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We further declare under penalty of perjury that the matters set forth in the foregoing Certificate of Designation, Preferences and Rights are true and correct of our own knowledge.
Executed in Piraeus, Greece on August 24, 2012.
| /s/ Angeliki Frangou |
| Angeliki Frangou |
|
Chief Executive Officer |
| /s/ Vasiliki Papaefthymiou |
|
Vasiliki Papaefthymiou Corporate Secretary |
ANNEX A
NOTICE TO EXERCISE CONVERSION RIGHT
The undersigned, being a holder of the Series D Convertible Preferred Stock of Navios Maritime Acquisition Corporation (the “ Convertible Preferred Stock ”) irrevocably exercises the right to convert outstanding shares of Convertible Preferred Stock on , , into shares of Common Stock of Navios Maritime Acquisition Corporation in accordance with the terms of the shares of Convertible Preferred Stock, and directs that the shares issuable and deliverable upon the conversion be issued and delivered in the denominations indicated below to the registered holder hereof unless a different name has been indicated below.
Dated: [At least three Business Days prior to the date fixed for conversion]
Fill in for registration of
shares of Common Stock
if to be issued otherwise
than to the registered
holder:
| Name | ||||||||
| Address | ||||||||
|
Please print name and address, including postal code number |
(Signature) | |||||||
Denominations:
Exhibit 99.1
Navios Maritime Acquisition Corporation Announces Delivery of One LR1
Product Tanker Vessel With One Year Employment
Nov 01, 2012 — Navios Maritime Acquisition Corporation (“Navios Acquisition”) (NYSE: NNA), an owner and operator of tanker vessels, announced that the Nave Cetus, a new building LR1 product tanker vessel of 74,581 dwt, was delivered on October 30, 2012 from a South Korean shipyard.
Nave Cetus has been chartered out to a high quality counterparty for one year at a rate of $11,850 net per day plus 50% profit sharing based on a formula. The charterer has been granted an option for an additional six months at the same rate.
The vessel will generate a total base EBITDA of approximately $1.6 million, assuming operating expense approximating current operating costs and 360 revenue days per year.
Fleet Update
Navios Acquisition has chartered-out 24 vessels of its 29 vessel fleet. The five vessels not yet chartered out will be delivered in 2013 and 2014.
Navios Acquisition has contracted 100.0% and 83.0% of its available days on a charter-out basis for 2012 and 2013, respectively.
The average charter-out period of Navios Acquisition’s fleet is 3.2 years.
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 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.
Investor Relations Contact
Navios Maritime Acquisition Corporation
+1.212.906.8644
info@navios-acquisition.com
Exhibit 99.2
Navios Maritime Acquisition Corporation Announces
Delivery of One MR2 Product Tanker Vessel with Three Year Employment
PIRAEUS, GREECE November 12, 2012 — Navios Maritime Acquisition Corporation (“Navios Acquisition”) (NYSE: NNA), an owner and operator of tanker vessels, announced that the Nave Aquila, a new building MR2 product tanker vessel of 49,991 dwt, was delivered on November 9, 2012 from a South Korean shipyard.
The Nave Aquila has been chartered out to a high quality counterparty for three years at a rate of $13,331 net per day plus 50% profit sharing based on a formula. The profit sharing formula incorporates $1,000 premium above the relevant index.
The charterer has been granted an option for an additional two years at a rate of $14,566 net per day for the first optional year plus 50% profit sharing and a rate of $15,553 net per day for the second optional year plus 50% profit sharing.
The vessel is expected to generate approximately $2.5 million of annual EBITDA and approximately $7.5 million of aggregate EBITDA assuming operating expense approximating current operating costs and 360 revenue days per year.
Fleet Update
Navios Acquisition has chartered-out 24 vessels of its 29 vessel fleet. The five vessels not yet chartered out will be delivered in 2013 and 2014.
Navios Acquisition has contracted 100.0% and 83.4% of its available days on a charter-out basis for 2012 and 2013, respectively.
The average charter-out period of Navios Acquisition’s fleet is 3.1 years.
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 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.
Investor Relations Contact
Navios Maritime Acquisition Corporation
+1.212.906.8644
info@navios-acquisition.com
Exhibit 99.3
Navios Maritime Acquisition Corporation
Reports Financial Results for the Third Quarter and Nine Months ended September 30, 2012
| • |
21.5% increase in quarterly revenue to $37.8 million |
| • |
18.8% increase in quarterly EBITDA to $24.0 million |
| • |
100% of available days contracted for 2012 and 83.4% for 2013 |
| • |
Delivery of four newbuild product tankers |
| • |
$12.0 million of Preferred Stock |
| • |
Quarterly dividend of $0.05 per share |
PIRAEUS, GREECE November 13, 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, 2012.
Angeliki Frangou, Chairman and Chief Executive Officer of Navios Acquisition, stated, “I am pleased with our results. We are beginning to show the benefits of the economic engine we have assembled over the past several years. For the third quarter of 2012, we increased revenue by about 22% and EBITDA by about 19%. Because of these strong results, we declared a quarterly dividend of $0.05 per share, reflecting a yield of about 7.6% on our common stock.”
Angeliki Frangou, continued “Navios Acquisition is building a stable business in a difficult operating environment. While most of its peers are struggling, Navios Acquisition has developed a low cash flow breakeven through economies of scale. We have also become a trusted name in the tanker market. For 2013, we have about 83% of the available days fixed. We also have significant upside for 2013 through profit sharing we have on 70% of our vessels. As result, it seems that we will exit this phase of the cycle stronger than we entered.”
HIGHLIGHTS — RECENT DEVELOPMENTS
Dividend of $0.05 per share of common stock
On November 9, 2012, the Board of Directors of Navios Acquisition declared a quarterly cash dividend for the third quarter of 2012 of $0.05 per share of common stock. The dividend is payable on January 4, 2013 to stockholders of record as of December 19, 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 and restrictions under its credit agreements and other debt obligations and such other factors as the Board may deem advisable.
1
Redeemable Convertible Preferred Stock
Navios Acquisition agreed to issue 1,200 shares of its authorized Series D Redeemable Convertible Preferred Stock without voting rights (“Series D Preferred Stock”) in partial payment of the purchase price of four newbuild LR1 product tankers, including the Nave Cassiopeia and the Nave Cetus. The Series D Preferred Stock has an effective dividend rate of 3.6%. The Series D Preferred Stock will mandatorily convert into shares of common stock 30 months after issuance at a price of $10.00 and may be converted prior to maturity at a price of $7.00 per share of common stock. At the holder's option, exercisable beginning 18 months after issuance, the shares of Series D Preferred Stock are redeemable at par.
Delivery of four newbuild product tankers
On November 9, 2012, Navios Acquisition took delivery of the Nave Aquila, a 49,991 dwt MR2 product tanker, from a South Korean shipyard. The vessel is chartered-out at net daily charter rate of $13,331 per day for a period of three years plus two one year options with 50% profit sharing, calculated monthly and based on a formula incorporating a $1,000 premium above the relevant index. Base rate for the first optional year is $14,566 (net) plus profit sharing and for the second optional year $15,553 (net) plus profit sharing, with both being at the charterer’s option.
On October 30, 2012, Navios Acquisition took delivery of the Nave Cetus, a 74,581 dwt LR1 product tanker, from a South Korean shipyard. The vessel is chartered-out at net daily charter rate of $11,850 per day for a period of one year plus 50% profit sharing. The charterer has the option to extend the charter for another six months at the same terms. Navios Acquisition issued 300 shares of its Series D Preferred Stock to the shipyard, in partial settlement of the purchase price.
On August 31, 2012, Navios Acquisition took delivery of the Nave Cassiopeia, a 74,711 dwt LR1 product tanker, from a South Korean shipyard. The vessel is chartered-out at net daily charter rate of $11,850 per day for a period of one year plus 50% profit sharing. The charterer has the option to extend the charter for another six months at the same terms. Navios Acquisition issued 300 shares of its Series D Preferred Stock to the shipyard, in partial settlement of the purchase price.
On July 31, 2012, Navios Acquisition took delivery of the Nave Atria, a 49,992 dwt MR2 product tanker, from a South Korean shipyard. The vessel is chartered-out at net daily charter rate of $13,331 per day for a period of three years plus two one year options with 50% profit sharing, calculated monthly and based on a formula incorporating a $1,000 premium above the relevant index. Base rate for the first optional year is $14,566 (net) plus profit sharing and for the second optional year $15,553 (net) plus profit sharing, with both being at the charterer’s option.
Time Charter Coverage
As of November 13, 2012, Navios Acquisition has contracted 100.0%, 83.4% and 55.2% of its available days on a charter-out basis for 2012, 2013 and 2014, respectively, equivalent to $150.7 million, $173.8 million and $140.4 million of revenue, respectively. The average contractual daily charter-out rate for the fleet is $25,631, $22,667 and $25,547 for 2012, 2013 and 2014, respectively.
2
FINANCIAL HIGHLIGHTS
For the following results and the selected financial data presented herein, Navios Acquisition has compiled consolidated statement of operations for the three and nine month periods ended September 30, 2012 and 2011. The quarterly and nine month 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 September 30, 2012 (unaudited) |
Three Month
Period ended September 30, 2011 (unaudited) |
Nine Month
Period ended September 30, 2012 (unaudited) |
Nine Month
Period ended September 30, 2011 (unaudited) |
||||||||||||
|
Revenue |
$ | 37,761 | $ | 31,127 | $ | 109,423 | $ | 82,274 | ||||||||
|
EBITDA |
$ | 23,984 | $ | 20,169 | $ | 70,388 | $ | 50,877 | ||||||||
|
Net loss |
$ | (1,415 | ) | $ | (2,767 | ) | $ | (4,131 | ) | $ | (6,372 | ) | ||||
|
Loss per share (basic and diluted) |
$ | (0.03 | ) | $ | (0.06 | ) | $ | (0.09 | ) | $ | (0.13 | ) | ||||
EBITDA is a non-US GAAP financial measure and should not be used in isolation or substitution for Navios Acquisition’s results (see Exhibit II for reconciliation of EBITDA to net cash provided by operating activities).
Three month periods ended September 30, 2012 and 2011
Revenue for the three month period ended September 30, 2012 increased by $6.7 million or 21.5% to $37.8 million, as compared to $31.1 million for the same period in 2011. The increase was mainly attributable to the acquisition of the Bull and the Buddy in July 2011, the Nave Andromeda in November 2011, the Nave Estella in January 2012, the Nave Atria in July 2012 and the Nave Cassiopeia in August 2012. As a result of the vessel acquisitions, available days of the fleet increased to 1,472 days for the three month period ended September 30, 2012, as compared to 1,054 days for the three month period ended September 30, 2011. Time charter equivalent (“TCE”) decreased to $25,185 for the three month period ended September 30, 2012, from $29,518 for the three month period ended September 30, 2011.
EBITDA for the three month period ended September 30, 2012, increased by $3.8 million to $24.0 million, as compared to $20.2 million for the same period in 2011. The increase in EBITDA was due to a $6.7 million increase in revenue as a result of the acquisition of vessels discussed above. The above increase was partially off-set by a: (a) $2.0 million increase in management fees; (b) $0.3 million increase in other expense, net and (c) $0.6 million increase in time charter expenses.
Net loss for the three month period ended September 30, 2012 decreased by 50% to $1.4 million compared to a $2.8 million loss for the three month period ended September 30, 2011. The decrease in net loss by $1.4 million was due to a: (a) $0.5 million increase in direct vessel expenses; (b) $1.6 million increase in depreciation and amortization due to the acquisitions of vessels discussed above; (c) $0.1 million decrease in interest income and (d) $0.2 million increase in interest expense and finance cost net, partially offset by $3.8 million increase in EBITDA.
3
Nine month periods ended September 30, 2012 and 2011
Revenue for the nine month period ended September 30, 2012 increased by $27.1 million or 32.9% to $109.4 million, as compared to $82.3 million for the same period in 2011. The increase was mainly attributable to the acquisition of the Shinyo Kieran in June 2011, the Bull and the Buddy in July 2011, the Nave Andromeda in November 2011, the Nave Estella in January 2012, the Nave Atria in July 2012 and the Nave Cassiopeia in August 2012. As a result of the vessel acquisitions, available days of the fleet increased to 4,107 days for the nine month period ended September 30, 2012, as compared to 2,815 days for the nine month period ended September 30, 2011. TCE decreased to $26,074 for the nine month period ended September 30, 2012, from $29,223 for the nine month period ended September 30, 2011.
EBITDA for the nine month period ended September 30, 2012, increased by $19.5 million to $70.4 million, as compared to $50.9 million for the same period in 2011. The increase in EBITDA was due to a: (a) $27.1 million increase in revenue due to the acquisition of vessels discussed above; (b) $0.9 million decrease in write off of deferred finance costs; (c) $0.3 million decrease in general and administrative expenses; and (d) $0.5 increase in other income, net. The above $28.5 million increase was partially off-set by a: (i) $8.5 million increase in management fees; and (ii) $0.8 million increase in time charter expenses.
Net loss for the nine month period ended September 30, 2012 decreased by 36% to $4.1 million compared to a $6.4 million loss for the nine month period ended September 30, 2011. The decrease in net loss by $2.3 million was due to a: (a) $1.6 million increase in direct vessel expenses; (b) $5.6 million increase of interest expenses and finance cost, net; (c) $9.2 million increase in depreciation and amortization due to the acquisitions of vessels discussed above; and (d) $0.8 million decrease in interest income, partially offset by the $19.5 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 and nine month periods ended September 30, 2012 and 2011.
|
Three month period ended
September 30, |
Nine month period ended
September 30, |
|||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
|
FLEET DATA |
||||||||||||||||
|
Available days (1) |
1,472 | 1,054 | 4,107 | 2,815 | ||||||||||||
|
Operating days (2) |
1,468 | 1,049 | 4,079 | 2,768 | ||||||||||||
|
Fleet utilization (3) |
99.7 | % | 99.5 | % | 99.3 | % | 98.3 | % | ||||||||
|
Vessels operating at period end |
17 | 13 | 17 | 13 | ||||||||||||
|
AVERAGE DAILY RESULTS |
||||||||||||||||
|
Time Charter Equivalent per day (4) |
$ | 25,185 | 29,518 | $ | 26,074 | $ | 29,223 | |||||||||
| (1 ) | Available days for the fleet are total calendar days the vessels were in Navios Acquisition’s 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 : 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: Fleet utilization is the percentage of time that Navios Acquisition’s 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) | Time Charter Equivalent : Time Charter Equivalent 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. |
4
Conference Call, Webcast and Presentation Details:
As previously announced, Navios Acquisition will host a conference call today, Tuesday, November 13, 2012 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, 2012.
US Dial In: +1.877.480.3873
International Dial In: +1.404.665.9927
Conference ID: 4017 0559
The conference call replay will be available shortly 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 0559
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 8:00 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 revenue 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 the demand for crude oil, product and chemical tanker vessels, competitive factors in the market in which Navios Acquisition operates; risks associated with operations outside the United States; and other factors listed from time to time in the Navios Acquisition’s filings with the Securities and Exchange Commission. Navios Acquisition
5
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.
Public & Investor Relations Contact:
Navios Maritime Acquisition Corporation
+1.212.906.8644
info@navios-acquisition.com
6
EXHIBIT I
NAVIOS MARITIME ACQUISITION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars — except share data)
|
September 30,
2012 |
December 31,
2011 |
|||||||
| (unaudited) | ||||||||
|
ASSETS |
||||||||
|
Current assets |
||||||||
|
Cash and cash equivalents |
$ | 45,885 | $ | 41,300 | ||||
|
Restricted cash, short term portion |
26,206 | 30,640 | ||||||
|
Accounts receivable, net |
4,741 | 6,478 | ||||||
|
Prepaid expenses and other current assets |
816 | 489 | ||||||
|
|
|
|
|
|||||
|
Total current assets |
77,648 | 78,907 | ||||||
|
|
|
|
|
|||||
|
Vessels, net |
870,274 | 774,624 | ||||||
|
Deposits for vessels acquisitions |
323,316 | 245,567 | ||||||
|
Deferred finance costs, net |
21,573 | 24,819 | ||||||
|
Goodwill |
1,579 | 1,579 | ||||||
|
Intangible assets—other than goodwill |
53,395 | 59,879 | ||||||
|
Restricted cash, long term portion |
— | 1,574 | ||||||
|
Other long-term assets |
884 | 1,310 | ||||||
|
Deferred dry dock and special survey cost, net |
8,404 | 7,210 | ||||||
|
|
|
|
|
|||||
|
Total non-current assets |
1,279,425 | 1,116,562 | ||||||
|
|
|
|
|
|||||
|
Total assets |
$ | 1,357,073 | $ | 1,195,469 | ||||
|
|
|
|
|
|||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||||
|
Current liabilities |
||||||||
|
Accounts payable |
$ | 544 | $ | 1,021 | ||||
|
Dividend payable |
2,410 | 2,421 | ||||||
|
Accrued expenses |
23,112 | 15,492 | ||||||
|
Due to related parties, short term |
30,482 | 43,616 | ||||||
|
Deferred revenue |
2,497 | 3,251 | ||||||
|
Current portion of long term debt |
17,000 | 11,928 | ||||||
|
|
|
|
|
|||||
|
Total current liabilities |
76,045 | 77,729 | ||||||
|
|
|
|
|
|||||
|
Long-term debt, net of current portion |
966,497 | 833,483 | ||||||
|
Loans due to related party |
30,000 | 40,000 | ||||||
|
Due to related parties, long term |
49,433 | — | ||||||
|
Other long term liabilities |
275 | 480 | ||||||
|
Unfavorable lease terms |
4,415 | 4,928 | ||||||
|
|
|
|
|
|||||
|
Total non-current liabilities |
1,050,620 | 878,891 | ||||||
|
|
|
|
|
|||||
|
Total liabilities |
1,126,665 | 956,620 | ||||||
|
|
|
|
|
|||||
|
Commitments and contingencies |
— | — | ||||||
|
Series D Convertible Preferred stock 300 shares issued and outstanding with $3,000 redemption amount |
3,000 | — | ||||||
|
Stockholders’ equity |
||||||||
|
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 4,540 issued and outstanding as of September 30, 2012 and December 31, 2011 |
— | — | ||||||
|
Common stock, $0.0001 par value; 250,000,000 shares authorized; 40,517,413 issued and outstanding as of September 30, 2012 and December 31, 2011 |
4 | 4 | ||||||
|
Additional paid-in capital |
248,539 | 255,849 | ||||||
|
Accumulated deficit |
(21,135 | ) | (17,004 | ) | ||||
|
|
|
|
|
|||||
|
Total stockholders’ equity |
227,408 | 238,849 | ||||||
|
|
|
|
|
|||||
|
Total liabilities and stockholders’ equity |
$ | 1,357,073 | $ | 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)
|
For the
Three Months Ended September 30, 2012 (unaudited) |
For the
Three Months Ended September 30, 2011 (unaudited) |
For the Nine Months
Ended September 30, 2012 (unaudited) |
For the Nine Months
Ended September 30, 2011 (unaudited) |
|||||||||||||
|
Revenue |
$ | 37,761 | $ | 31,127 | $ | 109,423 | $ | 82,274 | ||||||||
|
Time charter expenses |
(678 | ) | (113 | ) | (2,337 | ) | (1,503 | ) | ||||||||
|
Direct vessel expenses |
(789 | ) | (306 | ) | (1,892 | ) | (306 | ) | ||||||||
|
Management fees |
(11,813 | ) | (9,768 | ) | (33,870 | ) | (25,408 | ) | ||||||||
|
General and administrative expenses |
(1,168 | ) | (1,197 | ) | (2,845 | ) | (3,112 | ) | ||||||||
|
Write-off of deferred finance costs |
— | — | — | (935 | ) | |||||||||||
|
Depreciation and amortization |
(12,402 | ) | (10,828 | ) | (36,391 | ) | (27,169 | ) | ||||||||
|
Interest income |
100 | 332 | 391 | 1,229 | ||||||||||||
|
Interest expenses and finance cost, net |
(12,308 | ) | (12,134 | ) | (36,627 | ) | (31,003 | ) | ||||||||
|
Other (expense)/income, net |
(118 | ) | 120 | 17 | (439 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net loss |
$ | (1,415 | ) | $ | (2,767 | ) | $ | (4,131 | ) | $ | (6,372 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net loss attributable to common shareholders |
(1,212 | ) | (2,338 | ) | (3,541 | ) | (5,470 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net loss per share, basic |
$ | (0.03 | ) | $ | (0.06 | ) | $ | (0.09 | ) | $ | (0.13 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Weighted average number of shares, basic |
40,517,413 | 39,356,450 | 40,517,413 | 41,858,882 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net loss per share, diluted |
$ | (0.03 | ) | $ | (0.06 | ) | $ | (0.09 | ) | $ | (0.13 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Weighted average number of shares, diluted |
40,517,413 | 39,356,450 | 40,517,413 | 41,858,882 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
NAVIOS MARITIME ACQUISITION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
|
For the
Nine
Months Ended September 30, 2012 (unaudited) |
For the
Nine
Months Ended September 30, 2011 (unaudited) |
|||||||
|
Operating Activities |
||||||||
|
Net loss |
$ | (4,131 | ) | $ | (6,372 | ) | ||
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
|
Depreciation and amortization |
36,391 | 27,169 | ||||||
|
Amortization & write-off of deferred finance cost, net |
2,208 | 1,609 | ||||||
|
Amortization of dry dock and special survey costs |
1,892 | 306 | ||||||
|
Write-off of deferred finance costs |
— | 935 | ||||||
|
Changes in operating assets and liabilities: |
||||||||
|
Increase in prepaid expenses |
(327 | ) | (1,504 | ) | ||||
|
Decrease/(increase) in accounts receivable |
1,737 | (498 | ) | |||||
|
Decrease/(increase) in restricted cash |
343 | (338 | ) | |||||
|
Decrease in other long term assets |
425 | — | ||||||
|
Decrease in accounts payable |
(477 | ) | (2,612 | ) | ||||
|
Payments for drydock and special survey costs |
(3,086 | ) | (13,978 | ) | ||||
|
Increase in accrued expenses |
7,619 | 13,205 | ||||||
|
Increase in due to related parties |
32,280 | 21,340 | ||||||
|
Decrease in deferred revenue |
(755 | ) | (677 | ) | ||||
|
(Decrease)/increase in other long term liabilities |
(206 | ) | 536 | |||||
|
|
|
|
|
|||||
|
Net cash provided by operating activities |
$ | 73,913 | $ | 39,121 | ||||
|
|
|
|
|
|||||
|
Investing Activities |
||||||||
|
Acquisition of vessels |
(45,025 | ) | (106,725 | ) | ||||
|
Deposits for vessel acquisition |
(151,033 | ) | (49,439 | ) | ||||
|
Decrease in restricted cash |
15,848 | 1,775 | ||||||
|
Acquisition on intangible assets other than goodwill |
— | (10,347 | ) | |||||
|
|
|
|
|
|||||
|
Net cash used in investing activities |
$ | (180,210 | ) | $ | (164,736 | ) | ||
|
|
|
|
|
|||||
|
Financing Activities |
||||||||
|
Loan proceeds, net of deferred finance costs and net of premium |
148,005 | 188,626 | ||||||
|
Loan from related party proceeds |
— | 29,609 | ||||||
|
Loan repayment to related party |
(10,000 | ) | (6,000 | ) | ||||
|
Loan repayments |
(9,620 | ) | (96,340 | ) | ||||
|
Dividend paid |
(7,321 | ) | (7,343 | ) | ||||
|
Increase in restricted cash |
(10,182 | ) | (1,619 | ) | ||||
|
|
|
|
|
|||||
|
Net cash provided by financing activities |
$ | 110,882 | $ | 106,933 | ||||
|
|
|
|
|
|||||
|
Net increase / (decrease) in cash and cash equivalents |
4,585 | (18,682 | ) | |||||
|
Cash and cash equivalents, beginning of year |
41,300 | 61,360 | ||||||
|
|
|
|
|
|||||
|
Cash and cash equivalents, end of period |
$ | 45,885 | $ | 42,678 | ||||
|
|
|
|
|
|||||
EXHIBIT II
Reconciliation of EBITDA to Net Cash provided by Operating Activities
(Expressed in thousands of U.S. dollars)
|
Three Month
Period Ended September 30, 2012 |
Three Month
Period Ended September 30, 2011 |
Nine Month
Period Ended September 30, 2012 |
Nine Month
Period Ended September 30, 2011 |
|||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
|
Expressed in thousands of U.S. dollars |
||||||||||||||||
|
Net cash provided by operating activities |
$ | 30,432 | $ | 18,259 | $ | 73,913 | $ | 39,121 | ||||||||
|
Net (decrease)/ increase in operating assets |
(223 | ) | 1,656 | (2,178 | ) | 2,340 | ||||||||||
|
Net increase in operating liabilities |
(17,760 | ) | (22,562 | ) | (38,461 | ) | (31,792 | ) | ||||||||
|
Net interest cost |
12,208 | 11,802 | 36,236 | 29,774 | ||||||||||||
|
Deferred finance costs |
(763 | ) | (743 | ) | (2,208 | ) | (1,609 | ) | ||||||||
|
Capitalized dry dock and special survey costs, net |
90 | 11,757 | 3,086 | 13,978 | ||||||||||||
|
Write-off of deferred finance costs |
— | — | — | (935 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
EBITDA (1) |
$ | 23,984 | $ | 20,169 | $ | 70,388 | $ | 50,877 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) |
Three Month
Period Ended September 30, 2012 |
Three Month
Period Ended September 30, 2011 |
Nine Month
Period Ended September 30, 2012 |
Nine Month
Period Ended September 30, 2011 |
||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
|
Net Cash provided by operating activities |
$ | 30,432 | $ | 18,259 | $ | 73,913 | $ | 39,121 | ||||||||
|
Net Cash used in investing activities |
$ | (41,802 | ) | $ | (104,509 | ) | $ | (180,210 | ) | $ | (164,736 | ) | ||||
|
Net Cash provided by financing activities |
$ | 15,192 | $ | 88,377 | $ | 110,882 | $ | 106,933 | ||||||||
Disclosure of Non-GAAP Financial Measures
EBITDA
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 a “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 | |||||
|
Owned Vessels |
||||||||
|
Nave Cielo |
LR1 Product Tanker | 2007 | 74,671 | |||||
|
Nave Ariadne |
LR1 Product Tanker | 2007 | 74,671 | |||||
|
Nave Cosmos |
Chemical Tanker | 2010 | 25,130 | |||||
|
Nave Polaris |
Chemical Tanker | 2011 | 25,145 | |||||
|
Shinyo Splendor |
VLCC | 1993 | 306,474 | |||||
|
Shinyo Navigator |
VLCC | 1996 | 300,549 | |||||
|
C. Dream |
VLCC | 2000 | 298,570 | |||||
|
Shinyo Ocean |
VLCC | 2001 | 281,395 | |||||
|
Shinyo Kannika |
VLCC | 2001 | 287,175 | |||||
|
Shinyo Saowalak |
VLCC | 2010 | 298,000 | |||||
|
Shinyo Kieran |
VLCC | 2011 | 297,066 | |||||
|
Buddy |
MR2 Product Tanker | 2009 | 50,470 | |||||
|
Bull |
MR2 Product Tanker | 2009 | 50,542 | |||||
|
Nave Andromeda |
LR1 Product Tanker | 2011 | 75,000 | |||||
|
Nave Estella |
LR1 Product Tanker | 2012 | 75,000 | |||||
|
Nave Atria |
MR2 Product Tanker | 2012 | 49,992 | |||||
|
Nave Cassiopeia |
LR1 Product Tanker | 2012 | 74,711 | |||||
|
Nave Cetus |
LR1 Product Tanker | 2012 | 74,581 | |||||
|
Nave Aquila |
MR2 Product Tanker | 2012 | 49,991 | |||||
|
Owned Vessels to be Delivered |
||||||||
|
TBN |
LR1 | Q1 2013 | 75,000 | |||||
|
TBN |
LR1 | Q1 2013 | 75,000 | |||||
|
TBN |
MR2 | Q4 2012 | 50,000 | |||||
|
TBN |
MR2 | Q1 2013 | 50,000 | |||||
|
TBN |
MR2 | Q1 2013 | 50,000 | |||||
|
TBN |
MR2 | Q1 2013 | 50,000 | |||||
|
TBN |
MR2 | Q2 2013 | 50,000 | |||||
|
TBN |
MR2 | Q2 2014 | 50,000 | |||||
|
TBN |
MR2 | Q3 2014 | 50,000 | |||||
|
TBN |
MR2 | Q4 2014 | 50,000 | |||||