Navios Maritime Acquisition Corporation (“Navios Acquisition”)
(NYSE: NNA), an owner and operator of tanker vessels, reported its
financial results today for the second quarter and the six month
period ended June 30, 2018.
Angeliki Frangou, Chairman and Chief Executive Officer of Navios
Acquisition, stated, “I am pleased with the results of the second
quarter, for which we reported revenue of $41.5 million and
Adjusted EBITDA of $11.0 million.”
Angeliki Frangou continued, “The oil transportation market
continues to be under pressure. We are maintaining cost control, as
operating costs are about 17% lower than our listed peers, based on
2017 data. We are also taking advantage of this market by returning
capital to stockholders through dividend and stock repurchase
programs. We declared a dividend of $0.02 for the second quarter
and have repurchased approximately 7.6 million shares (about 5.0%
of the shares outstanding) YTD 2018."
HIGHLIGHTS — RECENT DEVELOPMENTS
Bareboat structure on newbuild VLCCsIn August
2018, Navios Acquisition agreed to the main terms of a 12-year
bareboat charter-in agreement with de-escalating purchase options
for two newbuild Japanese VLCCs delivering in the third and fourth
quarter of 2020, respectively. The bareboat charter-in agreement
reflects an implied price of approximately $84.5 million per vessel
and an annual effective interest of approximately 6% fixed for the
duration of the agreement. Concurrently, Navios Acquisition agreed
to the main terms of bareboat charter-out agreements with a
duration of 10 years for each vessel plus a five-year optional
period granted to the charterer. The bareboat charter-out rate is
$27,816 net per day, $29,751 net per day for the optional period,
and the charterer is granted de-escalating purchase options. The
above structure is expected to provide an annual free cash flow of
approximately $5.0 million on average for the duration of the
bareboat charter-in agreement. The above structure is subject to
definitive documentation and there can be no assurances that it
will be completed in full or that, if agreed upon, will be pursuant
to the terms described in this press release.
Dividend of $0.02 per share of common stockOn
July 31, 2018, the Board of Directors of Navios Acquisition
declared a quarterly cash dividend for the second quarter of 2018
of $0.02 per share of common stock. The dividend is payable on
September 27, 2018 to stockholders of record as of September 20,
2018. The declaration and payment of any further dividends remain
subject to the discretion of the Board of Directors 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 of Directors may deem advisable.
Navios Midstream acquisition proposalOn June
28, 2018, Navios Acquisition announced that it has submitted a
proposal to the Board of Directors of Navios Maritime Midstream
Partners L.P. (“Navios Midstream”) (NYSE:NAP) to acquire the
publicly held units of Navios Midstream not already owned by Navios
Acquisition in a stock for units exchange.
Subject to negotiation and execution of a definitive agreement,
Navios Acquisition is proposing consideration of 6.292 Navios
Acquisition shares for each outstanding publicly held common unit
of Navios Midstream as part of a transaction that would be
structured as a merger of Navios Midstream with and into Navios
Acquisition.
The proposed transaction is subject to the negotiation and
execution of a definitive agreement, approval of the Board of
Directors of Navios Acquisition and the necessary approvals of the
conflicts committee of Navios Midstream under Navios Midstream’s
limited partnership agreement. The consummation of the proposed
transaction would be subject to customary closing conditions. There
can be no assurance that any such approvals will be forthcoming,
that a definitive agreement will be executed, or that any
transaction will be consummated.
Stock repurchase programAs of August 21, 2018,
Navios Acquisition has repurchased 7,626,619 shares for
approximately $6.0 million, under the $25.0 million stock
repurchase program, providing an additional return of 5.0% to our
stockholders.
Time charter coverage Navios Acquisition
currently owns 35 vessels, of which seven are VLCCs, 26 are product
tankers and two are chemical tankers.
Currently, Navios Acquisition has contracted 93.8% of its
available days on a charter-out basis for 2018, which is expected
to generate revenues of approximately $148.3 million for 2018. The
average contractual net daily charter-out rate for the 83.7% of the
available days that are contracted on base rate and/or on base rate
with profit sharing arrangements is expected to be $13,987 for
2018.
FINANCIAL HIGHLIGHTS
For the following results and the selected
financial data presented herein, Navios Acquisition has compiled
its consolidated statements of operations for the three and six
months ended June 30, 2018 and 2017. The quarterly
information for 2018 and 2017 was derived from the unaudited
condensed consolidated financial statements for the respective
periods.
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|
|
| (Expressed in
thousands of U.S. dollars) |
|
|
Three Month Period
ended June 30, 2018 (unaudited) |
|
|
Three Month Period
ended June 30, 2017 (unaudited) |
|
|
|
Six Month Period ended June 30,
2018(unaudited) |
|
|
Six Month Period ended June 30,
2017(unaudited) |
|
| Revenue |
|
|
$ |
41,479 |
|
|
$ |
58,458 |
|
|
|
$ |
87,629 |
|
|
$ |
122,940 |
|
| Net loss |
|
|
$ |
(22,068 |
) |
|
$ |
(64,417 |
) |
|
|
$ |
(46,534 |
) |
|
$ |
(58,802 |
) |
| Adjusted net (loss)/
income |
|
|
$ |
(21,777 |
)(1) |
|
$ |
(4,617 |
)(3) |
|
|
$ |
(39,697 |
)(2) |
|
$ |
998 |
(3 |
) |
| Net cash (used
in)/provided by operating activities |
|
|
$ |
(19,578 |
) |
|
$ |
5,470 |
|
|
|
$ |
(30,994 |
) |
|
$ |
33,106 |
|
| EBITDA |
|
|
$ |
10,727 |
|
|
$ |
(32,024 |
) |
|
|
$ |
19,487 |
|
|
$ |
5,357 |
|
| Adjusted EBITDA |
|
|
$ |
10,999 |
(1 |
) |
|
$ |
27,080 |
(3 |
) |
|
|
$ |
26,008 |
(2 |
) |
|
$ |
64,461 |
(3 |
) |
| Loss per share
(basic) |
|
|
$ |
(0.15 |
) |
|
$ |
(0.41 |
) |
|
|
$ |
(0.30 |
) |
|
$ |
(0.37 |
) |
| Adjusted
(loss)/earnings per share (basic) |
|
|
$ |
(0.14 |
)(1) |
|
$ |
(0.03 |
)(3) |
|
|
$ |
(0.26 |
)(2) |
|
$ |
0.01 |
(3 |
) |
- EBITDA, net loss and loss per share (basic) for the three month
period ended June 30, 2018 have been adjusted to exclude $0.3
million of non-cash stock-based compensation. (Net loss and loss
per share (basic) for the three month period ended June 30, 2018
were further adjusted to exclude $0.02 million write-off of
deferred finance costs.)
- EBITDA, net loss and loss per share (basic) for the six month
period ended June 30, 2018 have been adjusted to exclude: (i) $6.0
million of negative effect on equity/ (loss) in net earnings of
affiliated companies, relating to the sale of the Shinyo Kannika by
Navios Midstream; (ii) $0.5 million of non-cash stock-based
compensation; and (iii) $0.03 million of gain from sale of the Nave
Galactic. Net loss and loss per share (basic) for the six month
period ended June 30, 2018 were further adjusted to exclude $0.3
million write-off of deferred finance costs.
- EBITDA, net loss and loss per share (basic) for the three and
six month period ended June 30, 2017 have been adjusted to exclude
$59.1 million of non-cash impairment loss on equity investment in
Navios Midstream. Furthermore, net loss and net loss per share
(basic) for the three and six month period ended June 30, 2017 were
further adjusted to exclude $0.7 million write-off of deferred
finance cost.
EBITDA, Adjusted EBITDA, Adjusted net (loss)/ income and
Adjusted (loss)/income per share (basic) are non-GAAP financial
measures and should not be used in isolation or substitution for
Navios Acquisition’s results (see Exhibit II for reconciliation of
EBITDA and Adjusted EBITDA).
Three month periods ended June 30, 2018 and
2017
Revenue for the three month period ended June 30, 2018
decreased by $17.0 million, or 29.0%, to $41.5 million,
as compared to $58.5 million for the same period of 2017. The
decrease was mainly attributable to a: (i) decrease in the market
rates during the second quarter ended June 30, 2018, as
compared to the same period in 2017; and (ii) decrease in revenue
by $2.5 million due to the sale of the Nave Galactic to Navios
Midstream in March 2018. Available days of the fleet decreased to
3,079 days for the three month period ended June 30,
2018, as compared to 3,256 days for the three month period
ended June 30, 2017. The time charter equivalent rate, or TCE
Rate, decreased to $13,260 for the three month period ended
June 30, 2018, from $17,491 for the three month period ended
June 30, 2017.
Net loss for the three month period ended June 30, 2018
amounted to $22.1 million as compared to $64.4 million for the same
period of 2017. Net loss was affected by the items described in the
table above. Adjusted net loss for the three month period
ended June 30, 2018 increased by approximately $17.2
million to $21.8 million loss as compared to $4.6
million loss for the same period of 2017. The increase in
adjusted net loss was due to a: (a) $16.1 million decrease in
Adjusted EBITDA; (b) $0.8 million increase in direct vessel
expenses; (c) $0.6 million decrease in interest income; and (d)
$0.2 million increase in interest expense and finance cost, net of
deferred finance cost; partially mitigated by $0.4 million decrease
in depreciation and amortization.
Adjusted EBITDA, affected by the items described in the table
above, for the three month period ended June 30, 2018
decreased by approximately $16.1 million to
$11.0 million, as compared to $27.1 million for the same
period of 2017. The decrease in Adjusted EBITDA was mainly due to
a: (a) $17.0 million decrease in revenue, as described
above; (b) $0.9 million increase in general and administrative
expenses (excluding stock based compensation); (c)
$0.8 million increase in time charter expenses mainly due to
the accrued backstop commitment to Navios Midstream; and (d)
$1.0 million increase in other (expense)/ income, net;
partially mitigated by a: (i) $2.9 million increase in equity
/(loss) in net earnings of affiliated companies; and (ii)
$0.8 million decrease in management fees, due to the sale of
the Nave Galactic to Navios Midstream in March 2018, which was
partially offset by the amendment to the fees under the Management
Agreement.
Six month periods ended June 30, 2018 and
2017
Revenue for the six month period ended June 30, 2018
decreased by $35.3 million, or 28.7%, to $87.6 million,
as compared to $122.9 million for the same period of 2017. The
decrease was mainly attributable to a: (i) decrease in the
market rates during the six month period ended June 30, 2018,
as compared to the same period in 2017; and (ii) decrease in
revenue by $4.1 million mainly due to the sale of the Nave Galactic
to Navios Midstream in March 2018. Available days of the fleet
decreased from 6,463 days for the six month period ended
June 30, 2017, as compared to 6,261 days for the six
month period ended June 30, 2018. The TCE Rate decreased from
$18,475 for the six month period ended June 30, 2017, to
$13,740 for the six month period ended June 30, 2018.
Net loss for the six month period ended June 30, 2018
amounted to $46.5 million as compared to $58.8 million for the same
period of 2017. Net loss was affected by the items described in the
table above. Adjusted net loss for the six month period
ended June 30, 2018 increased by $40.7 million to $39.7
million loss as compared to $1.0 million income for
the same period of 2017. The increase was due to a: (a) $38.5
million decrease in Adjusted EBITDA; (b) $1.4 million
increase in direct vessel expenses; (c) $0.9 million decrease in
interest income; and (d) $0.4 million increase in interest expense
and finance cost; partially mitigated a by $0.5 million decrease in
depreciation and amortization.
Adjusted EBITDA, affected by the items described in the table
above, for the six month period ended June 30, 2018 decreased
by approximately $38.5 million to $26.0 million, as
compared to $64.5 million for the same period of 2017. The
decrease in Adjusted EBITDA was mainly due to a: (a)
$35.3 million decrease in revenue, as described above; (b)
$3.4 million increase in time charter expenses mainly due to
the accrued backstop commitment to Navios Midstream; (c)
$1.1 million increase in general and administrative expenses
(excluding stock based compensation); (d) $1.2 million
increase in other (expense)/ income, net; partially mitigated by a:
(i) $1.8 million increase in equity /(loss) in net earnings of
affiliated companies; and (ii) $0.8 million decrease in
management fees, due to the sale of the Nave Galactic to Navios
Midstream in March 2018, which was partially offset by the
amendment to the fees under the Management Agreement.
Fleet Employment Profile
The following table reflects certain
key indicators of the performance of Navios Acquisition and its
core fleet for the three and six month periods ended June 30, 2018
and 2017.
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Three month period ended
June 30, |
|
|
Six month period ended
June 30, |
|
| |
|
2018
(unaudited) |
|
|
2017
(unaudited) |
|
|
2018
(unaudited) |
|
|
2017
(unaudited) |
|
| FLEET
DATA |
|
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|
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|
|
|
|
|
| Available days(1) |
|
|
3,079 |
|
|
|
3,256 |
|
|
|
6,261 |
|
|
|
6,463 |
|
| Operating days(2) |
|
|
3,067 |
|
|
|
3,253 |
|
|
|
6,233 |
|
|
|
6,455 |
|
| Fleet
utilization(3) |
|
|
99.6 |
% |
|
|
99.9 |
% |
|
|
99.6 |
% |
|
|
99.9 |
% |
| Vessels operating at
period end |
|
|
35 |
|
|
|
36 |
|
|
|
35 |
|
|
|
36 |
|
| AVERAGE DAILY
RESULTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Time charter equivalent
rate per day(4) |
|
$ |
13,260 |
|
|
$ |
17,491 |
|
|
$ |
13,740 |
|
|
$ |
18,475 |
|
Navios Acquisition believes that the important measures for
analyzing trends in its results of operations consist of the
following:
|
(1 |
) |
Available
days: 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 and minimizing the amount of days that its vessels are
off hire for reasons other than scheduled repairs, dry dockings or
special surveys. |
|
(4 |
) |
TCE
Rate: Time charter equivalent rate per day 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 TCE Rate per day is a standard shipping industry performance
measure used primarily to present the actual daily earnings
generated by vessels of 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, August 22, 2018 at 8:30 am
ET, at which time Navios Acquisition's senior management will
provide highlights and commentary on earnings results for the
second quarter ended June 30, 2018.
Conference Call details:
US Dial In: +1.877.480.3873 International Dial In:
+1.404.665.9927 Conference ID: 997 7697
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: +1.800.585.8367International Replay Dial In:
+1.404.537.3406Conference ID: 997 7697
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 on 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 expectations,
including with respect to Navios Acquisition’s future dividends,
2018 cash flow generation and Navios Acquisition’s growth strategy
and measures to implement such strategy; including expected vessel
acquisitions and entering into further employment contracts and any
potential merger with Navios Midstream. Words such as “may,”
“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
employment contracts and any potential merger with Navios
Midstream. These forward-looking statements are based on the
information available to, and the expectations and assumptions
deemed reasonable by, Navios Acquisition at the time this filing
was made. 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 the timing and the ability to consummate the
potential merger with Navios Midstream, the creditworthiness of our
charterers and the ability of our contract counterparties to
fulfill their obligations to us, tanker industry trends, including
charter rates and vessel values and factors affecting vessel supply
and demand, the aging of our vessels and resultant increases in
operation and dry docking costs, the loss of any customer or
charter or vessel, our ability to repay outstanding indebtedness,
to obtain additional financing and to obtain replacement charters
for our vessels, in each case, at commercially acceptable rates or
at all, increases in costs and expenses, including but not limited
to: crew wages, insurance, provisions, port expenses, lube oil,
bunkers, repairs, maintenance and general and administrative
expenses, the expected cost of, and our ability to comply with,
governmental regulations and maritime self-regulatory organization
standards, as well as standard regulations imposed by our
charterers applicable to our business, potential liability from
litigation and our vessel operations, including discharge of
pollutants, general domestic and international political
conditions, 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 SEC, including its annual and
interim reports filed on Form 20-F and Form 6-K. 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. Navios
Acquisition makes no prediction or statement about the performance
of its common stock.
Public & Investor Relations Contact:Navios
Maritime Acquisition
Corporation+1.212.906.8644info@navios-acquisition.com
EXHIBIT I
| |
|
| NAVIOS MARITIME ACQUISITION
CORPORATIONCONDENSED CONSOLIDATED BALANCE
SHEETS(Expressed in thousands of U.S. dollars- except
share data) |
|
| |
|
|
|
June 30,
2018
(unaudited) |
|
|
December 31,
2017 (unaudited) |
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
| Current
assets |
|
|
|
|
|
|
|
|
|
|
| Cash and cash
equivalents |
|
|
|
$ |
49,466 |
|
|
$ |
81,151 |
|
| Restricted cash |
|
|
|
|
2,598 |
|
|
|
5,307 |
|
| Accounts receivable,
net |
|
|
|
|
12,853 |
|
|
|
12,810 |
|
| Due from related
parties, short term |
|
|
|
|
14,714 |
|
|
|
13,931 |
|
| Prepaid expenses and
other current assets |
|
|
|
|
6,972 |
|
|
|
6,534 |
|
| Total current
assets |
|
|
|
|
86,603 |
|
|
|
119,733 |
|
| Vessels, net |
|
|
|
|
1,177,671 |
|
|
|
1,250,043 |
|
| Goodwill |
|
|
|
|
1,579 |
|
|
|
1,579 |
|
| Other long-term
assets |
|
|
|
|
3,450 |
|
|
|
900 |
|
| Deferred dry dock and
special survey costs, net |
|
|
|
|
28,577 |
|
|
|
20,871 |
|
| Investment in
affiliates |
|
|
|
|
116,136 |
|
|
|
125,062 |
|
| Due from related
parties, long-term |
|
|
|
|
54,218 |
|
|
|
54,593 |
|
|
Total non-current assets |
|
|
|
|
1,381,631 |
|
|
|
1,453,048 |
|
| Total
assets |
|
|
|
$ |
1,468,234 |
|
|
$ |
1,572,781 |
|
| LIABILITIES AND
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
| Current
liabilities |
|
|
|
|
|
|
|
|
|
|
| Accounts payable |
|
|
|
$ |
4,456 |
|
|
$ |
3,862 |
|
| Accrued expenses |
|
|
|
|
13,375 |
|
|
|
12,211 |
|
| Due to related parties,
short-term |
|
|
|
|
10,064 |
|
|
|
17,107 |
|
| Deferred revenue |
|
|
|
|
5,833 |
|
|
|
5,028 |
|
| Current portion of
long-term debt, net of deferred finance costs |
|
|
|
|
48,803 |
|
|
|
36,410 |
|
| Total current
liabilities |
|
|
|
|
82,531 |
|
|
|
74,618 |
|
| Long-term debt, net of
current portion, premium and net of deferred finance costs |
|
|
|
|
974,588 |
|
|
|
1,028,959 |
|
| Deferred gain on sale
of assets |
|
|
|
|
6,356 |
|
|
|
6,729 |
|
|
Total non-current liabilities |
|
|
|
|
980,944 |
|
|
|
1,035,688 |
|
| Total
liabilities |
|
|
|
$ |
1,063,475 |
|
|
$ |
1,110,306 |
|
| Commitments and
contingencies |
|
|
|
|
— |
|
|
|
— |
|
| Stockholders’
equity |
|
|
|
|
|
|
|
|
|
|
| Preferred stock,
$0.0001 par value; 10,000,000 shares authorized; 1,000 series C
shares issued and outstanding as of June 30, 2018 and
December 31, 2017 |
|
|
|
|
— |
|
|
|
— |
|
| Common stock, $0.0001
par value; 250,000,000 shares authorized; 145,244,205 and
152,107,905 issued and outstanding as of June 30, 2018 and
December 31, 2017, respectively |
|
|
|
|
14 |
|
|
|
15 |
|
|
Additional paid-in capital |
|
|
|
|
506,890 |
|
|
|
518,071 |
|
| Accumulated
deficit |
|
|
|
|
(102,145 |
) |
|
|
(55,611 |
) |
| Total
stockholders’ equity |
|
|
|
|
404,759 |
|
|
|
462,475 |
|
| Total
liabilities and stockholders’ equity |
|
|
|
$ |
1,468,234 |
|
|
$ |
1,572,781 |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
| NAVIOS MARITIME ACQUISITION
CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS(Expressed in thousands of U.S. dollars- except
share and per share data) |
|
|
| |
|
|
|
For the Three |
|
|
For the Three |
|
|
For the Six |
|
|
For the Six |
|
| |
|
|
|
Months |
|
|
Months |
|
|
Months |
|
|
Months |
|
| |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
| |
|
|
|
June 30,
2018 |
|
|
June 30,
2017 |
|
|
June 30,
2018 |
|
|
June 30,
2017 |
|
| |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
| Revenue |
|
|
|
$ |
41,479 |
|
|
$ |
58,458 |
|
|
$ |
87,629 |
|
|
$ |
122,940 |
|
| Time charter and voyage
expenses |
|
|
|
|
(6,363 |
) |
|
|
(5,585 |
) |
|
|
(12,189 |
) |
|
|
(8,763 |
) |
| Direct vessel
expenses |
|
|
|
|
(1,692 |
) |
|
|
(934 |
) |
|
|
(3,240 |
) |
|
|
(1,827 |
) |
| Management fees
(entirely through related party transactions) |
|
|
|
|
(22,913 |
) |
|
|
(23,678 |
) |
|
|
(46,312 |
) |
|
|
(47,096 |
) |
| General and
administrative expenses |
|
|
|
|
(4,892 |
) |
|
|
(3,693 |
) |
|
|
(8,055 |
) |
|
|
(6,456 |
) |
| Depreciation and
amortization |
|
|
|
|
(13,776 |
) |
|
|
(14,220 |
) |
|
|
(27,986 |
) |
|
|
(28,440 |
) |
| Gain on sale of
vessel |
|
|
|
|
— |
|
|
|
— |
|
|
|
25 |
|
|
|
— |
|
| Interest income |
|
|
|
|
1,978 |
|
|
|
2,546 |
|
|
|
3,814 |
|
|
|
4,740 |
|
| Interest expense and
finance cost |
|
|
|
|
(19,305 |
) |
|
|
(19,785 |
) |
|
|
(38,609 |
) |
|
|
(38,632 |
) |
| Equity/ (loss) in net
earnings of affiliated companies |
|
|
|
|
4,229 |
|
|
|
(57,728 |
) |
|
|
(59 |
) |
|
|
(54,960 |
) |
| Other (expense)/
income, net |
|
|
|
|
(813 |
) |
|
|
202 |
|
|
|
(1,552 |
) |
|
|
(308 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net
loss |
|
|
|
$ |
(22,068 |
) |
|
$ |
(64,417 |
) |
|
$ |
(46,534 |
) |
|
$ |
(58,802 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss per share,
basic and diluted |
|
|
|
$ |
(0.15 |
) |
|
$ |
(0.41 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.37 |
) |
| Weighted average number
of shares, basic |
|
|
|
|
144,228,909 |
|
|
|
150,436,836 |
|
|
|
146,378,370 |
|
|
|
150,468,625 |
|
| Weighted average number
of shares, diluted |
|
|
|
|
144,228,909 |
|
|
|
150,436,836 |
|
|
|
146,378,370 |
|
|
|
150,468,625 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| NAVIOS MARITIME ACQUISITION
CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS(Expressed in thousands of U.S. dollars) |
|
|
|
|
| |
|
|
|
For the Six Months
Ended June 30, 2018
(unaudited) |
|
|
For the Six Months
Ended June 30, 2017
(unaudited) |
|
| Operating
Activities |
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
|
|
$ |
(46,534 |
) |
|
$ |
(58,802 |
) |
| Adjustments to
reconcile net loss to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
|
|
| Depreciation and
amortization |
|
|
|
|
27,986 |
|
|
|
28,440 |
|
| Amortization
and write-off of deferred finance fees and bond
premium |
|
|
|
|
1,981 |
|
|
|
2,579 |
|
| Amortization of dry
dock and special survey costs |
|
|
|
|
3,240 |
|
|
|
1,827 |
|
| Stock based
compensation |
|
|
|
|
541 |
|
|
|
— |
|
| Gain on sale of
vessel |
|
|
|
|
(25 |
) |
|
|
— |
|
| Equity/ (loss) in net
earnings of affiliates, net of dividends received |
|
|
|
|
59 |
|
|
|
58,413 |
|
| Changes in
operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
| (Increase)/ decrease in
prepaid expenses and other current assets |
|
|
|
|
(438 |
) |
|
|
20 |
|
| Decrease in accounts
receivable |
|
|
|
|
41 |
|
|
|
9,484 |
|
| (Increase)/ decrease in
due from related parties, short-term |
|
|
|
|
(783 |
) |
|
|
6,047 |
|
| Increase in other long
term assets |
|
|
|
|
(2,550 |
) |
|
|
— |
|
| Decrease/ (increase) in
due from related parties, long-term |
|
|
|
|
1,851 |
|
|
|
(15,979 |
) |
| Increase/ (decrease) in
accounts payable |
|
|
|
|
426 |
|
|
|
(433 |
) |
| Increase in accrued
expenses |
|
|
|
|
588 |
|
|
|
554 |
|
| Payments for dry dock
and special survey costs |
|
|
|
|
(11,411 |
) |
|
|
(4,928 |
) |
| (Decrease)/ increase in
due to related parties, short-term |
|
|
|
|
(6,887 |
) |
|
|
5,937 |
|
| Increase/ (decrease) in
deferred revenue |
|
|
|
|
921 |
|
|
|
(53 |
) |
| |
|
|
|
|
|
|
|
|
|
|
| Net cash (used
in)/ provided by operating activities |
|
|
|
$ |
(30,994 |
) |
|
$ |
33,106 |
|
| |
|
|
|
|
|
|
|
|
|
|
| Investing
Activities |
|
|
|
|
|
|
|
|
|
|
| Loans receivable from
affiliates |
|
|
|
|
— |
|
|
|
(9,061 |
) |
| Dividends received from
affiliates |
|
|
|
|
6,902 |
|
|
|
7,197 |
|
| Investment in
affiliates |
|
|
|
|
— |
|
|
|
(84 |
) |
| Net cash proceeds from
sale of vessel |
|
|
|
|
44,500 |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
| Net cash
provided by/ (used in) investing activities |
|
|
|
$ |
51,402 |
|
|
$ |
(1,948 |
) |
| |
|
|
|
|
|
|
|
|
|
|
| Financing
Activities |
|
|
|
|
|
|
|
|
|
|
| Loan proceeds, net of
deferred finance costs |
|
|
|
|
70,392 |
|
|
|
49,764 |
|
| Loan repayments |
|
|
|
|
(113,471 |
) |
|
|
(63,226 |
) |
| Dividend paid |
|
|
|
|
(6,167 |
) |
|
|
(15,812 |
) |
| Redemption of
convertible shares and puttable common stock |
|
|
|
|
— |
|
|
|
(1,750 |
) |
| Acquisition of treasury
stock |
|
|
|
|
(5,556 |
) |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
| Net cash used
in financing activities |
|
|
|
$ |
(54,802 |
) |
|
$ |
(31,024 |
) |
| |
|
|
|
|
|
|
|
|
|
|
| Net (decrease)/
increase in cash, cash equivalents and restricted
cash |
|
|
|
|
(34,394 |
) |
|
|
134 |
|
| Cash, cash
equivalents and restricted cash, beginning of
period |
|
|
|
|
86,458 |
|
|
|
56,658 |
|
| |
|
|
|
|
|
|
|
|
|
|
| Cash, cash
equivalents and restricted cash, end of
period |
|
|
|
$ |
52,064 |
|
|
$ |
56,792 |
|
| |
|
|
|
|
|
|
|
|
|
|
EXHIBIT II
Reconciliation of EBITDA and Adjusted EBITDA to Net Cash
from Operating Activities
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Month Period Ended June 30,
2018 (unaudited) |
|
|
Three Month Period Ended June 30,
2017 (unaudited) |
|
|
Six Month Period Ended June 30, 2018
(unaudited) |
|
|
Six Month Period Ended June 30, 2017
(unaudited) |
|
| Expressed in
thousands of U.S. dollars |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash (used in)/
provided by operating activities |
|
$ |
(19,578 |
) |
|
$ |
5,470 |
|
|
$ |
(30,994 |
) |
|
$ |
33,106 |
|
| Net (decrease)/
increase in operating assets |
|
|
(45 |
) |
|
|
(4,506 |
) |
|
|
1,879 |
|
|
|
428 |
|
| Net decrease/
(increase) in operating liabilities |
|
|
2,410 |
|
|
|
8,136 |
|
|
|
4,952 |
|
|
|
(6,005 |
) |
| Net interest cost |
|
|
17,327 |
|
|
|
17,239 |
|
|
|
34,795 |
|
|
|
33,892 |
|
| Amortization
and write-off of deferred finance costs and bond
premium |
|
|
(885 |
) |
|
|
(1,663 |
) |
|
|
(1,981 |
) |
|
|
(2,579 |
) |
| Equity/ (loss) in net
earnings of affiliates (including OTTI loss), net of dividends
received |
|
|
4,229 |
|
|
|
(58,721 |
) |
|
|
(59 |
) |
|
|
(58,413 |
) |
| Payments for dry dock
and special survey costs |
|
|
7,541 |
|
|
|
2,021 |
|
|
|
11,411 |
|
|
|
4,928 |
|
| Gain on sale of
vessel |
|
|
— |
|
|
|
— |
|
|
|
25 |
|
|
|
— |
|
| Stock-based
compensation |
|
|
(272 |
) |
|
|
— |
|
|
|
(541 |
) |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
10,727 |
|
|
|
(32,024 |
) |
|
|
19,487 |
|
|
|
5,357 |
|
| Net negative effect on
equity/ (loss) in net earnings of affiliated companies due to sale
of the Shinyo Kannika by Navios Midstream to an unaffiliated
third party |
|
|
— |
|
|
|
— |
|
|
|
6,005 |
|
|
|
— |
|
| Gain on sale of
vessel |
|
|
— |
|
|
|
— |
|
|
|
(25 |
) |
|
|
— |
|
| Stock-based
compensation |
|
|
272 |
|
|
|
— |
|
|
|
541 |
|
|
|
— |
|
|
Other-than-temporary-impairment loss on equity investment |
|
|
— |
|
|
|
59,104 |
|
|
|
— |
|
|
|
59,104 |
|
| Adjusted
EBITDA |
|
$ |
10,999 |
|
|
$ |
27,080 |
|
|
$ |
26,008 |
|
|
$ |
64,461 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
| |
|
Three Month Period Ended June 30,
2018 (unaudited) |
|
|
Three Month Period Ended June 30,
2017 (unaudited) |
|
|
Six Month Period Ended June 30, 2018
(unaudited) |
|
|
Six Month Period Ended June 30, 2017
(unaudited) |
|
| Net cash (used in)/
provided by operating activities |
|
$ |
(19,578 |
) |
|
$ |
5,470 |
|
|
$ |
(30,994 |
) |
|
$ |
33,106 |
|
| Net cash provided by/
(used in) investing activities |
|
$ |
1,576 |
|
|
$ |
526 |
|
|
$ |
51,402 |
|
|
$ |
(1,948 |
) |
| Net cash used in
financing activities |
|
$ |
(11,069 |
) |
|
$ |
(21,336 |
) |
|
$ |
(54,802 |
) |
|
$ |
(31,024 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disclosure of Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA, Adjusted net (loss)/ income and
Adjusted (loss)/ income per share (basic) are non-U.S. GAAP
financial measures and should not be used in isolation or as
substitution for Navios Acquisition’s results calculated in
accordance with U.S. generally accepted accounting principles
(“U.S. GAAP”).
EBITDA represents net (loss)/income before interest and
finance costs, before depreciation and amortization and before
income taxes. Adjusted EBITDA in this document represents
EBITDA excluding certain items as described under “Financial
Highlights”. Adjusted net (loss)/ income and Adjusted (loss)/
income per share (basic) represent Net (loss)/ income and (loss)/
income per share (basic), excluding certain items as described
under “Financial Highlights”. We use Adjusted EBITDA as liquidity
measure and reconcile EBITDA and Adjusted EBITDA to net cash
provided by/ (used in) operating activities, the most comparable
U.S. GAAP liquidity measure. EBITDA is calculated as follows: net
cash provided by/(used in) operating activities adding back, when
applicable and as the case may be, the effect of: (i) net
increase/(decrease) in operating assets; (ii) net
(increase)/decrease in operating liabilities; (iii) net interest
cost; (iv) amortization of deferred finance costs and other related
expenses; (v) equity/ (loss) in net earnings of affiliates, net of
dividends received; (vi) payments for dry dock and special survey
costs; (vii) impairment charges; (viii) gain on sale of assets;
(ix) gain/ (loss) on debt repayment; and (x) stock- based
compensation. Navios Acquisition believes that EBITDA and Adjusted
EBITDA are each the 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. Navios Acquisition also believes that EBITDA and
Adjusted EBITDA are used: (i) by potential lenders to evaluate
potential transactions; (ii) to evaluate and price potential
acquisition candidates; and (iii) by securities analysts, investors
and other interested parties in the evaluation of companies in our
industry. EBITDA and Adjusted EBITDA have limitations as an
analytical tool, and should not be considered in isolation or as a
substitute for the analysis of Navios Acquisition’s results as
reported under U.S. GAAP. Some of these limitations are: (i) EBITDA
and Adjusted EBITDA do not reflect changes in, or cash requirements
for, working capital needs; and (ii) although depreciation and
amortization are non-cash charges, the assets being depreciated and
amortized may have to be replaced in the future. EBITDA and
Adjusted EBITDA do not reflect any cash requirements for such
capital expenditures. Because of these limitations, EBITDA and
Adjusted EBITDA should not be considered as a principal indicator
of Navios Acquisition’s performance. Furthermore, our calculation
of EBITDA and Adjusted EBITDA may not be comparable to that
reported by other companies due to differences in methods of
calculation.
EXHIBIT III
| Vessels |
Type |
Year Built/Delivery |
DWT |
| Date |
| Owned
Vessels |
|
|
|
|
| Nave Polaris |
Chemical Tanker |
2011 |
|
25,145 |
| Nave Cosmos |
Chemical Tanker |
2010 |
|
25,130 |
| Nave Velocity |
MR2 Product Tanker |
2015 |
|
49,999 |
| Nave Sextans |
MR2 Product Tanker |
2015 |
|
49,999 |
| Nave Pyxis |
MR2 Product Tanker |
2014 |
|
49,998 |
| Nave Luminosity |
MR2 Product Tanker |
2014 |
|
49,999 |
| 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 |
| Nave Orbit |
MR2 Product Tanker |
2009 |
|
50,470 |
| Nave Equator |
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 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 |
| Nave Quasar |
VLCC |
2010 |
|
297,376 |
| Nave Synergy |
VLCC |
2010 |
|
299,973 |
| Nave Spherical |
VLCC |
2009 |
|
297,188 |
| Nave Photon |
VLCC |
2008 |
|
297,395 |
| Nave Neutrino |
VLCC |
2003 |
|
298,287 |
| Nave Electron |
VLCC |
2002 |
|
305,178 |
Navios Maritime Acquisit... (NYSE:NNA)
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Navios Maritime Acquisit... (NYSE:NNA)
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