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 14, 2014
Commission File No. 001-34104
NAVIOS MARITIME ACQUISITION CORPORATION
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(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 14, 2014, 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, extends the duration of the existing Management Agreement, as amended, between Navios Acquisition and the Manager, until May 28, 2020. The Management Agreement Amendment also fixes the management fees through May 2016 at a: (a) $7,000 daily rate per owned LR 1 product tanker vessel; (b) $6,000 daily rate per owned MR2 product tanker vessel and chemical tanker vessel; and (c) $9,500 daily rate per VLCC tanker vessel. 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 14, 2014, Navios Acquisition also entered into an Amendment to the Administrative Services Agreement (the “Administrative Services Agreement Amendment”) with Navios Shipmanagement Inc. (the “Navios Shipmanagement”) to extend the duration of the existing Administrative Services Agreement, as amended, between Navios Acquisition and Navios Shipmanagement, until May 28, 2020. The Administrative Services Agreement Amendment is attached as Exhibit 10.2 to this Report and is incorporated herein by reference.
On May 14, 2014, Navios Acquisition issued a press release announcing its cash dividend for the quarter ended March 31, 2014, and its financial results for the first quarter ended March 31, 2014. 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. 333-170896 and 333-191266.
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 22, 2014 | ||
EXHIBIT INDEX
|
Exhibit
|
Exhibit |
|
| 10.1 | Amendment to the Management Agreement dated May 14, 2014 | |
| 10.2 | Amendment to the Administrative Services Agreement dated May 14, 2014 | |
| 99.1 | Press Release dated May 14, 2014 | |
Exhibit 10.1
AMENDMENT TO MANAGEMENT AGREEMENT
This AMENDMENT TO MANAGEMENT AGREEMENT (this “ Amendment ”), dated as of May 14, 2014 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 Tankers Management 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:
| 1. | 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 initial two (2) years 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 four (4) years (expiring on May 28, 2020), 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 ”).”
| 2. | 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 initial two (2) years 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 four (4) years (expiring on May 28, 2020) 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” .
| 3. | 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 May 29, 2014 and shall continue for six (6) 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:”
| 4. | Item 21 of Schedule “A” shall be amended and restated in its entirety as follows: |
“The Manager shall make arrangements as instructed by the Classification Society of each Vessel for the intermediate and special survey of each Vessel with all costs in connection with passing such surveys (including dry-docking) and satisfactory compliance with class requirements will be borne by Navios Acquisition.”
| 5. | 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 initial two (2) years 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 $9,500 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 all vessels.
During the remaining four (4) years of the 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 two (2) years of the 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.”
| 6. | 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. |
| 7. | 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. |
| 8. | 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 .]
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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/ Leonidas Korres |
||
| By: | Leonidas Korres | |
| Title: | Chief Financial Officer | |
| NAVIOS TANKERS MANAGEMENT INC. | ||
|
/s/ Efstratios Desypris |
||
| By: | Efstratios Desypris | |
| Title: | President/Director | |
[Signature Page - Amendment to Management Agreement]
Exhibit 10.2
AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
This AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT (this “ Amendment ”), dated as of May 14, 2014 is made by and between Navios Maritime Acquisition Corporation, a Marshall Islands corporation (“ NMAC ”) and Navios Shipmanagement Inc., a Marshall Islands corporation (“ NSM ”, and together with NMAC, the “ Parties ”) and amends the Management Agreement (the “ Agreement ”) entered into between the Parties on May 28, 2010. 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:
| 1. | Article I, Section 10 of the Agreement shall be amended and restated in its entirety as follows: |
“Term And Termination. This Agreement shall have a term until May 28, 2020 unless terminated by either party hereto on not less than one hundred and twenty (120) days’ notice if:
(a) in the case of Navios Acquisition, there is a Change of Control of the Manager;
(b) in the case of the Manager, there is a Change of Control of Navios Acquisition;
(c) the other party breaches this Agreement;
(d) a receiver is appointed for all or substantially all of the property of the other party;
(e) an order is made to wind-up the other party;
(f) a final judgment, order or decree which materially and adversely affects the ability of the other party to perform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed; or
(g) the other party makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto or if any such proceeding shall be commenced.
This Agreement may be terminated by either party hereto on not less than three hundred and sixty-five (365) days’ notice for any reason other than any of the reasons set forth in the immediately preceding paragraph.
| 2. | 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. |
| 3. | 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. |
| 4. | 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 .]
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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/ Leonidas Korres |
||
| By: | Leonidas Korres | |
| Title: | Chief Financial Officer | |
| NAVIOS SHIPMANAGEMENT INC. | ||
|
/s/ George Achniotis |
||
| By: | George Achniotis | |
| Title: | President/Director | |
[Signature Page - Amendment to Administrative Services Agreement]
Exhibit 99.1
Navios Maritime Acquisition Corporation
Reports Financial Results for the First Quarter ended
March 31, 2014
| • | 38.0% increase in Q1 Revenue to $61.0 million |
| • | 28.4% increase in Q1 Adjusted EBITDA to $35.9 million |
| • | One of the leading public owners of VLCCs |
| • | 11 VLCCs |
| • | Three VLCCs delivered in 2014 YTD |
| • | Two additional VLCCs acquired in Q2 2014 |
| • | Extended Management and Administrative Services Agreements to 2020 |
| • | Management fees fixed for two years |
| • | 5% decrease in VLCC Opex rates |
| • | Steady Opex rates for product and chemical tankers |
| • | $1.5 million profit sharing for Q1 |
| • | Quarterly dividend of $0.05 per share |
MONACO May 14, 2014 – Navios Maritime Acquisition Corporation (“Navios Acquisition”) (NYSE: NNA), an owner and operator of tanker vessels, reported its financial results today for the first quarter ended March 31, 2014.
Angeliki Frangou, Chairman and Chief Executive Officer of Navios Acquisition stated, “I am pleased with our results as we grew revenue and adjusted EBITDA by 38.0% and 28.4%, respectively. As a result, we again declared a quarterly dividend of $0.05 per share. Given our current share price, stockholders are receiving a yield of about 5.4%.”
“We have grown our company to be one of the top five largest publicly listed tanker owners among our US and European peers, with one of the youngest on-the-water fleets. In fact, so far this year, we grew this fleet by four vessels and expect six additional vessels to be delivered in 2014. We are proud of our responsible growth strategy, as we have been able to expand our fleet while protecting our balance sheet and stakeholders.”
Angeliki Frangou continued, “We also added further visibility into our operating cost as we have extended the management structure with Navios Holdings for another five years and fixed management fees for two years. In a market generally pressured by rising costs, we have been able to reduce VLCC opex rates by 5% while keeping rates for product and chemical tankers constant. In fact, our daily opex is 17% below industry average and our G&A expenses are well below our peers. We believe this demonstrates the group’s economies of scale and the group’s ability to share these economies with its members, ultimately to the unique benefit of our stakeholders.”
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HIGHLIGHTS – RECENT DEVELOPMENTS
Dividend of $0.05 per share of common stock
On May 9, 2014, the Board of Directors declared a quarterly cash dividend in respect of the first quarter of 2014 of $0.05 per share of common stock payable on July 3, 2014 to stockholders of record as of June 17, 2014.
VLCC Acquisitions
In May 2014, Navios Acquisition agreed to acquire, from an unaffiliated third party, a 2002-built 305,178 dwt VLCC for a purchase price of $41.0 million. The vessel is expected to be delivered in the second quarter of 2014.
On April 7, 2014, Navios Acquisition agreed to acquire from an unaffiliated third party a 2003-built 298,287 dwt VLCC, for a purchase price of $43.5 million. The vessel is expected to be delivered in the second quarter of 2014.
Navios Acquisition is expected to finance the acquisitions with cash on its balance sheet and financing consistent with its existing credit arrangements.
Vessel Deliveries and Sale
On May 7, 2014, Navios Acquisition took delivery of the Nave Jupiter, a newbuilding 49,999 dwt MR2 product tanker for a contract price of $35.5 million.
On March 10, 2014, Navios Acquisition took delivery of the Nave Buena Suerte, a 2011-built 297,491 dwt VLCC, from an unaffiliated third party for a total cost of $57.1 million.
On February 12, 2014, Navios Acquisition took delivery of the Nave Quasar, a 2010-built 297,376 dwt VLCC, from an unaffiliated third party for a total cost of $54.7 million.
On February 4, 2014, Navios Acquisition took delivery of the Nave Galactic, a 2009-built 297,168 dwt VLCC, from an unaffiliated third party, for a total cost of $51.7 million.
On May 6, 2014, Navios Acquisition sold the Shinyo Splendor to an unaffiliated third party for a net sale price of $19.2 million.
Navios Acquisition currently owns 44 vessels, 11 VLCCs, 29 product tankers and four chemical tankers of which, 36 vessels are currently on-the-water with the remaining eight vessels still to be delivered, six of which are newbuildings.
Amendment to Management and Administrative Services Agreements
In May 2014, Navios Acquisition extended the duration of its existing Management Agreement with Navios Maritime Holdings Inc. (“Navios Holdings”), until May 2020 and fixed the fees for ship management services of its owned fleet for two additional years through May 2016 at current rates for product tanker and chemical tanker vessels, being $6,000 daily rate per MR2 product tanker and chemical tanker vessel and $7,000 daily rate per LR1 product tanker vessel and reduced the rate by 5% to $9,500 daily rate per VLCC vessel. Drydocking expenses under this Agreement will be reimbursed at cost at occurrence for all vessels.
In May 2014, Navios Acquisition extended the duration of its existing Administrative Services Agreement with Navios Holdings, until May 2020 pursuant to the same terms.
Equity Transactions
On February 20, 2014, Navios Acquisition completed the public offering of 14,950,000 shares of its common stock at $3.85 per share, raising gross proceeds of $57.6 million. These figures include 1,950,000 shares sold pursuant to the underwriters’ option, which was exercised in full. Total net proceeds of the above transactions, net of agents’ costs of $3.0 million and offering costs $0.3 million, amounted to $54.3 million.
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$60.0 Million 8.125% Add-on First Priority Ship Mortgage Notes Due 2021
On March 31, 2014 the Company completed the sale of $60.0 million of its 8.125% first priority ship mortgage notes due 2021 (the “Existing Notes”), with terms identical to the Existing Notes that were issued at 103.25% plus accrued interest from November 13, 2013. The net cash received amounted to $59.8 million.
Time Charter Coverage
As of May 14, 2014, Navios Acquisition had contracted 89.0%, 45.1% and 21.6% of its available days on a charter-out basis for 2014, 2015 and 2016, respectively, equivalent to $221.9 million, $157.5 million and $108.1 million of expected revenue, respectively. The average contractual daily charter-out rate for the fleet is $19,075, $22,297 and $31,100 for 2014, 2015 and 2016, respectively.
FINANCIAL HIGHLIGHTS
For the following results and the selected financial data presented herein, Navios Acquisition has compiled consolidated statement of operations for the three months ended March 31, 2014 and 2013. The quarterly information for 2014 and 2013 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, 2014 (unaudited) |
Three Month
Period ended March 31, 2013 (unaudited) |
||||||
|
Revenue |
$ | 60,969 | $ | 44,172 | ||||
|
EBITDA |
$ | 21,558 | $ | 27,952 | ||||
|
Adjusted EBITDA (1) |
$ | 35,878 | $ | 27,952 | ||||
|
Net (Loss)/ Income |
$ | (12,818 | ) | $ | 735 | |||
|
Adjusted Net Income (1) |
$ | 1,502 | $ | 735 | ||||
|
(Loss)/ Earnings per share (basic and diluted) |
$ | (0.09 | ) | $ | 0.01 | |||
|
Adjusted Net Income per share (basic and diluted) (1) |
$ | 0.01 | $ | 0.01 | ||||
| (1) | Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share (basic and diluted) for the three months ended March 31, 2014, exclude a $10.7 million non-cash impairment loss recognized for one of our VLCCs sold in May 2014, a $1.0 million non-cash impairment loss related to a receivable, a $1.2 million non-cash fair value loss related to other assets and a $1.4 million for non-cash share based compensation expense. For the three months ended March 31, 2013, there were no corresponding losses or expenses. |
Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per share are non-GAAP financial measures and should not be used in isolation or substitution for Navios Acquisition’s results (see Exhibit II for reconciliation of Adjusted EBITDA).
Three month periods ended March 31, 2014 and 2013
Revenue for the three month period ended March 31, 2014 increased by $16.8 million or 38.0% to $61.0 million, as compared to $44.2 million for the same period in 2013. The increase was mainly
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attributable to the acquisitions of the Nave Atropos in April 2013, the Nave Titan and the Nave Equinox in June 2013, the Nave Capella, the Nave Pulsar and the Nave Universe in July 2013, the Nave Celeste in August 2013, the Nave Constellation, the Nave Alderamin, the Nave Dorado and the Bougainville in September 2013, the Nave Lucida in October 2013, the Nave Galactic and the Nave Quasar in February 2014 and the Nave Buena Suerte in March 2014. As a result of the above, available days of the fleet increased to 3,079 days for the three month period ended March 31, 2014, as compared to 1,832 days for the three month period ended March 31, 2013. The increase in revenue was partially mitigated by the decrease in time charter equivalent (“TCE”) to $19,544 for the three month period ended March 31, 2014, from $23,725 for the three month period ended March 31, 2013.
Excluding the impact of $10.7 million non-cash impairment loss recognized for one of our VLCCs sold in May 2014, a $1.0 million non-cash impairment loss related to a receivable, a $1.2 million non-cash fair value loss related to other assets, and a $1.4 million for non-cash share based compensation expense, Adjusted EBITDA for the three month period ended March 31, 2014 increased by $7.9 million to $35.9 million from $28.0 million in the three month period ended March 31, 2013. The increase in Adjusted EBITDA was due to: (a) a $16.8 million increase in revenue; and (b) a $0.5 million increase in Other income/ (expense), partially mitigated by a: (i) $0.1 million increase in time charter expenses; (ii) $1.1 million increase in general and administrative expenses; and (iii) $8.2 million increase in management fees.
Net loss for the three month period ended March 31, 2014, amounting to $12.8 million, was adversely affected by a $10.7 million non-cash impairment loss recognized for one of our VLCCs sold in May 2014, a $1.0 million non-cash impairment loss related to a receivable, a $1.2 million non-cash fair value loss related to other assets, and a $1.4 million non-cash share based compensation expense. Excluding these items, Adjusted Net income for the three month period ended March 31, 2014, amounted to $1.5 million, compared to a $0.7 million Net income for the three month period ended March 31, 2013. The increase in Adjusted Net income by approximately $0.8 million was due to an increase of $7.9 million in Adjusted EBITDA mitigated by a; (a) $3.3 million increase in depreciation and amortization due to the acquisitions of the vessels described above; (b) $3.8 million increase in interest expense and finance cost net; and (c) $0.1 million decrease in interest income.
Fleet Employment Profile
The following table reflects certain key indicators of the performance of Navios Acquisition and its core fleet for the three months ended March 31, 2014 and 2013.
|
Three month period ended
March 31, |
||||||||
| 2014 | 2013 | |||||||
| (unaudited) | (unaudited) | |||||||
|
FLEET DATA |
||||||||
|
Available days (1) |
3,079 | 1,832 | ||||||
|
Operating days (2) |
3,073 | 1,830 | ||||||
|
Fleet utilization (3) |
99.8 | % | 99.9 | % | ||||
|
Time Charter Equivalent per day (4) |
$ | 19,544 | $ | 23,725 | ||||
|
Vessels operating at period end |
36 | 22 | ||||||
| (1 ) | Available days for the fleet represent total calendar days the vessels were in Navios Acquisition’s possession for the relevant period after subtracting off-hire days associated with scheduled repairs, drydockings 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. |
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| (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 and minimizing the amount of days that its vessels are off hire for reasons other than scheduled repairs, drydockings or special surveys. |
| (4) | Time Charter Equivalent Rate : Time Charter Equivalent Rate is defined as voyage and time charter revenues less voyage expenses during a period divided by the number of available days during the period. The Time Charter Equivalent Rate is a standard shipping industry performance measure used primarily to present the actual daily earnings generated by vessels on various types of charter contracts for the number of available days of the fleet. |
Conference Call, Webcast and Presentation Details:
As previously announced, Navios Acquisition will host a conference call today, Wednesday May 14, 2014 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, 2014.
US Dial In: +1.877.480.3873
International Dial In: +1.404.665.9927
Conference ID: 34147942
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: 34147942
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 by 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
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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.
Public & Investor Relations Contact:
Navios Maritime Acquisition Corporation
+1.212.906.8644
info@navios-acquisition.com
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EXHIBIT I
NAVIOS MARITIME ACQUISITION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars — except share data)
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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 March 31, 2014 (unaudited) |
For the Three Months
Ended March 31, 2013 (unaudited) |
|||||||
|
Revenue |
$ | 60,969 | $ | 44,172 | ||||
|
Time charter and voyage expenses |
(785 | ) | (710 | ) | ||||
|
Direct vessel expenses |
(736 | ) | (762 | ) | ||||
|
Management fees |
(22,300 | ) | (14,098 | ) | ||||
|
General and administrative expenses |
(3,585 | ) | (1,084 | ) | ||||
|
Depreciation and amortization |
(16,638 | ) | (13,330 | ) | ||||
|
Impairment loss |
(11,690 | ) | — | |||||
|
Interest income |
110 | 212 | ||||||
|
Interest expenses and finance cost, net |
(17,112 | ) | (13,337 | ) | ||||
|
Change in fair value of other assets |
(1,188 | ) | ||||||
|
Other income/ (expense), net |
137 | (328 | ) | |||||
|
Net (loss)/ income |
$ | (12,818 | ) | $ | 735 | |||
|
Dividend declared on preferred shares Series B |
(27 | ) | (27 | ) | ||||
|
Dividend on Series D preferred shares |
(111 | ) | — | |||||
|
Dividend declared on restricted shares |
(105 | ) | — | |||||
|
Undistributed loss/ (income) attributable to Series C participating preferred shares |
601 | (88 | ) | |||||
|
Net (loss)/ income attributable to common shareholders |
(12,460 | ) | 620 | |||||
|
Net (loss)/ income per share, basic |
$ | (0.09 | ) | $ | 0.01 | |||
|
Weighted average number of shares, basic |
141,093,275 | 53,870,086 | ||||||
|
Net (loss)/ income per share, diluted |
$ | (0.09 | ) | $ | 0.01 | |||
|
Weighted average number of shares, diluted |
141,093,275 | 56,146,277 | ||||||
8
NAVIOS MARITIME ACQUISITION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)
|
For the Three Months
Ended March 31, 2014 (unaudited) |
For the Three Months
Ended March 31, 2013 (unaudited) |
|||||||
|
Operating Activities |
||||||||
|
Net (loss)/ income |
$ | (12,818 | ) | $ | 735 | |||
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
|
Depreciation and amortization |
16,638 | 13,330 | ||||||
|
Amortization and write-off of deferred finance fees and bond premium |
715 | 580 | ||||||
|
Amortization of dry dock and special survey costs |
736 | 762 | ||||||
|
Stock based compensation |
1,442 | — | ||||||
|
Impairment loss |
11,690 | — | ||||||
|
Change in fair value of other assets |
1,188 | — | ||||||
|
Changes in operating assets and liabilities: |
||||||||
|
Increase in prepaid expenses and other current assets |
(715 | ) | (646 | ) | ||||
|
Increase in accounts receivable |
(3,886 | ) | (1,699 | ) | ||||
|
Decrease / (Increase) in restricted cash |
240 | (675 | ) | |||||
|
Decrease / (Increase) in other long term assets |
341 | (12 | ) | |||||
|
(Decrease)/ Increase in accounts payable |
(259 | ) | 558 | |||||
|
Increase in accrued expenses |
13,975 | 9,302 | ||||||
|
Payments for dry dock and special survey costs |
(609 | ) | — | |||||
|
Increase/(Decrease) in due to related parties |
2,637 | (4,446 | ) | |||||
|
Decrease / (Increase) in deferred revenue |
(2,452 | ) | 1,179 | |||||
|
Increase in other long term liabilities |
— | (66 | ) | |||||
|
Net cash provided by operating activities |
$ | 28,863 | $ | 18,902 | ||||
|
Investing Activities |
||||||||
|
Acquisition of vessels |
(146,695 | ) | (27,598 | ) | ||||
|
Deposits for vessel acquisitions |
(10,220 | ) | (5,777 | ) | ||||
|
Decrease in restricted cash |
— | 2,991 | ||||||
|
Loan to affiliate |
(2,024 | ) | — | |||||
|
Net cash used in investing activities |
$ | (158,939 | ) | $ | (30,384 | ) | ||
|
Financing Activities |
||||||||
|
Loan proceeds, net of deferred finance costs and net of premium |
50,140 | 29,564 | ||||||
|
Loan repayment to related party |
— | (35,000 | ) | |||||
|
Loan repayments |
(9,890 | ) | (20,880 | ) | ||||
|
Dividend paid |
(7,358 | ) | (2,436 | ) | ||||
|
Decrease/ (Increase) in restricted cash |
18,265 | (4,167 | ) | |||||
|
Net proceeds from equity offering |
54,287 | 95,970 | ||||||
|
Proceeds from issuance of ship mortgage and senior notes, net of debt issuance costs |
59,798 | — | ||||||
|
Net cash provided by financing activities |
$ | 165,242 | $ | 63,051 | ||||
|
Net increase in cash and cash equivalents |
35,166 | 51,569 | ||||||
|
Cash and cash equivalents, beginning of year |
82,835 | 42,846 | ||||||
|
|
|
|
|
|||||
|
Cash and cash equivalents, end of year |
$ | 118,001 | $ | 94,415 | ||||
|
|
|
|
|
|||||
9
EXHIBIT II
Reconciliation of Adjusted EBITDA to Net Cash provided by Operating Activities
(Expressed in thousands of U.S. dollars)
|
Expressed in thousands of U.S. dollars |
Three Month Period
Ended March 31, 2014 (unaudited) |
Three Month Period
Ended March 31, 2013 (unaudited) |
||||||
|
Net cash provided by operating activities |
$ | 28,863 | $ | 18,902 | ||||
|
Net decrease in operating assets |
4,629 | 3,032 | ||||||
|
Net increase in operating liabilities |
(13,901 | ) | (6,527 | ) | ||||
|
Net interest cost |
17,002 | 13,125 | ||||||
|
Deferred finance costs |
(715 | ) | (580 | ) | ||||
|
Adjusted EBITDA (1) |
$ | 35,878 | $ | 27,952 | ||||
| (1) |
|
Three Month Period
Ended March 31, 2014 (unaudited) |
Three Month Period
Ended March 31, 2013 (unaudited) |
|||||||
|
Net Cash provided by operating activities |
$ | 28,863 | $ | 18,902 | ||||
|
Net Cash used in investing activities |
$ | (158,939 | ) | $ | (30,384 | ) | ||
|
Net Cash provided by financing activities |
$ | 165,242 | $ | 63,051 | ||||
Disclosure of Non-GAAP Financial Measures
ADJUSTED EBITDA
Adjusted EBITDA represents net income/ (loss) plus interest expenses and finance cost plus depreciation and amortization and income taxes adjusted for change in fair value of other assets, impairment losses and non-cash share- based compensation expense.
Adjusted EBITDA is presented because Navios Acquisition believes that Adjusted 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. Adjusted 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 Adjusted EBITDA is frequently used as a measure of operating results and the ability to meet debt service requirements, the definition of Adjusted EBITDA used here may not be comparable to that used by other companies due to differences in methods of calculation.
10
EXHIBIT III
|
Vessels |
Type |
Built/Delivery Date |
DWT |
|||
|
Owned Vessels |
||||||
|
Nave Constellation |
Chemical Tanker | 2013 | 45,281 | |||
|
Nave Universe |
Chemical Tanker | 2013 | 45,513 | |||
|
Nave Polaris |
Chemical Tanker | 2011 | 25,145 | |||
|
Nave Cosmos |
Chemical Tanker | 2010 | 25,130 | |||
|
Nave Jupiter |
MR2 Product Tanker | 2014 | 49,999 | |||
|
Bougainville |
MR2 Product Tanker | 2013 | 50,626 | |||
|
Nave Alderamin |
MR2 Product Tanker | 2013 | 49,998 | |||
|
Nave Bellatrix |
MR2 Product Tanker | 2013 | 49,999 | |||
|
Nave Capella |
MR2 Product Tanker | 2013 | 49,995 | |||
|
Nave Orion |
MR2 Product Tanker | 2013 | 49,999 | |||
|
Nave Titan |
MR2 Product Tanker | 2013 | 49,999 | |||
|
Nave Aquila |
MR2 Product Tanker | 2012 | 49,991 | |||
|
Nave Atria |
MR2 Product Tanker | 2012 | 49,992 | |||
|
Buddy |
MR2 Product Tanker | 2009 | 50,470 | |||
|
Bull |
MR2 Product Tanker | 2009 | 50,542 | |||
|
Nave Equinox |
MR2 Product Tanker | 2007 | 50,922 | |||
|
Nave Pulsar |
MR2 Product Tanker | 2007 | 50,922 | |||
|
Nave Dorado |
MR2 Product Tanker | 2005 | 47,999 | |||
|
Nave Lucida |
MR2 Product Tanker | 2005 | 47,999 | |||
|
Nave Atropos |
LR1 Product Tanker | 2013 | 74,695 | |||
|
Nave Rigel |
LR1 Product Tanker | 2013 | 74,673 | |||
|
Nave Cassiopeia |
LR1 Product Tanker | 2012 | 74,711 | |||
|
Nave Cetus |
LR1 Product Tanker | 2012 | 74,581 | |||
|
Nave Estella |
LR1 Product Tanker | 2012 | 75,000 | |||
|
Nave Andromeda |
LR1 Product Tanker | 2011 | 75,000 | |||
|
Nave Ariadne |
LR1 Product Tanker | 2007 | 74,671 | |||
|
Nave Cielo |
LR1 Product Tanker | 2007 | 74,671 | |||
|
Nave Buena Suerte |
VLCC | 2011 | 297,491 | |||
|
Shinyo Kieran |
VLCC | 2011 | 297,066 | |||
|
Shinyo Saowalak |
VLCC | 2010 | 298,000 | |||
|
Nave Quasar |
VLCC | 2010 | 297,376 | |||
|
Nave Galactic |
VLCC | 2009 | 297,168 | |||
|
Nave Celeste |
VLCC | 2003 | 298,717 | |||
|
Shinyo Kannika |
VLCC | 2001 | 287,175 | |||
|
Shinyo Ocean |
VLCC | 2001 | 281,395 | |||
|
C. Dream |
VLCC | 2000 | 298,570 | |||
|
Owned Vessels to be delivered |
||||||
|
TBN |
VLCC | Q2 2014 | 298,287 | |||
|
TBN |
VLCC | Q2 2014 | 305,178 | |||
|
Nave Luminosity |
MR2 | Q3 2014 | 50,000 | |||
|
TBN |
MR2 | Q3 2014 | 51,200 | |||
|
Nave Velocity |
MR2 | Q4 2014 | 50,000 | |||
|
TBN |
MR2 | Q4 2014 | 51,200 | |||
|
TBN |
MR2 | Q1 2015 | 51,200 | |||
|
TBN |
MR2 | Q2 2015 | 51,200 | |||
11