NAVIOS MARITIME ACQUISITION CORPORATION
UNAUDITED CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. Dollars except share and per share data)
For each of the three month periods ended September 30, 2019 and 2018 the expense
arising from administrative services rendered by the Manager amounted to $2,760 and $2,188, respectively. For each of the nine month periods ended September 30, 2019 and 2018 the expense arising from administrative services rendered by the
Manager amounted to $8,386 and $6,623, respectively.
Balance due from related parties (excluding Navios Europe I, Navios Europe
II): Balance due from related parties as of September 30, 2019 and December 31, 2018 was $6,625 and $15,818, respectively, and included the short-term and long-term amounts due from the Manager. The balances mainly consisted of
administrative expenses and special survey and dry docking expenses for certain vessels of the Companys fleet, as well as management fees, in accordance with the Management Agreement.
Balance due to related parties, short-term: Amounts due to related parties, short-term as of September 30, 2019 and
December 31, 2018 was $6,073 and $12,029, respectively, and mainly consisted of payables to the Manager.
Navios Midstream Merger
Agreement: On December 13, 2018, Navios Acquisition completed the Merger contemplated by the Merger Agreement, dated as of October 7, 2018, by and among Navios Acquisition, its direct wholly-owned subsidiary Merger Sub, Navios
Midstream and NAP General Partner. Pursuant to the Merger Agreement, Merger Sub merged with and into Navios Midstream, with Navios Midstream surviving as a wholly-owned subsidiary of Navios Acquisition. Please refer to Navios Midstream under
Note 7 Investment in Affiliates.
Omnibus Agreements
Acquisition Omnibus Agreement: Navios Acquisition entered into an omnibus agreement (the Acquisition Omnibus Agreement)
with Navios Holdings and Navios Partners in connection with the closing of Navios Acquisitions initial vessel acquisition, pursuant to which, among other things, Navios Holdings and Navios Partners agreed
not to acquire, charter-in or own liquid shipment vessels, except for container vessels and vessels that are primarily employed in operations in South America without the consent
of an independent committee of Navios Acquisition. In addition, Navios Acquisition, under the Acquisition Omnibus Agreement, agreed to cause its subsidiaries not to acquire,
own, operate or charter-in drybulk carriers under specific exceptions. Under the Acquisition Omnibus Agreement, Navios Acquisition and its subsidiaries grant to Navios Holdings
and Navios Partners a right of first offer on any proposed sale, transfer or other disposition of any of its drybulk carriers and related charters owned or acquired by Navios Acquisition. Likewise, Navios Holdings and Navios Partners agreed to grant
a similar right of first offer to Navios Acquisition for any liquid shipment vessels they might own. These rights of first offer will not apply to a: (a) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or
pursuant to the existing terms of any charter or other agreement with a counterparty; or (b) merger with or into, or sale of substantially all of the assets to, an unaffiliated third party.
Midstream Omnibus Agreement: Navios Acquisition entered into an omnibus agreement (the Midstream Omnibus Agreement),
with Navios Midstream, Navios Holdings and Navios Partners in connection with the Navios Midstream IPO, pursuant to which Navios Acquisition, Navios Midstream, Navios Holdings, Navios Partners and their controlled affiliates generally have agreed
not to acquire or own any VLCCs, crude oil tankers, refined petroleum product tankers, liquefied petroleum gas (LPG) tankers or chemical tankers under time charters of five or more years without the consent of the Navios Midstream
General Partner. The Midstream Omnibus Agreement contains significant exceptions that have allowed Navios Acquisition, Navios Holdings, Navios Partners or any of their controlled affiliates to compete with Navios Midstream under specified
circumstances.
Under the Midstream Omnibus Agreement, Navios Midstream and its subsidiaries have granted to Navios Acquisition a right of
first offer on any proposed sale, transfer or other disposition of any of its VLCCs or any crude oil tankers, refined petroleum product tankers, LPG tankers or chemical tankers and related charters owned or acquired by Navios Midstream. Likewise,
Navios Acquisition have agreed (and will cause its subsidiaries to agree) to grant a similar right of first offer to Navios Midstream for any of the VLCCs, crude oil tankers, refined petroleum product tankers, LPG tankers or chemical tankers under
charter for five or more years it might own. These rights of first offer do not apply to a: (a) sale, transfer or other disposition of vessels between any affiliated subsidiaries, or pursuant to the terms of any charter or other agreement with
a charter party, or (b) merger with or into, or sale of substantially all of the assets to, an unaffiliated third-party.
Navios
Containers Omnibus Agreement: In connection with the Navios Maritime Containers Inc. (Navios Containers) private placement and
listing on the Norwegian over-the-counter market effective June 8, 2017, Navios Acquisition entered into an omnibus
agreement with Navios Containers, Navios Midstream, Navios Holdings and Navios Partners, pursuant to which Navios Acquisition, Navios Holdings, Navios Partners and Navios Midstream have granted to Navios Containers a right of first refusal over any
container vessels to be sold or acquired in the future. The omnibus agreement contains significant exceptions that will allow Navios Acquisition, Navios Holdings, Navios Partners and Navios Midstream to compete with Navios Containers under specified
circumstances.
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