Navios Maritime Acquisition Corp.

Press Release

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February 6, 2019 at 7:15 AM EST

Navios Maritime Acquisition Corporation Reports Financial Results for the Fourth Quarter and Year Ended December 31, 2018

  • Revenue: $58.7 million for Q4 2018; $187.9 million for 2018
  • Market improvement; Baltic TD3C TCE:
    • Q4 2018 was 2x Q4 2017
    • January 2019 was 3x January 2018
  • $72.5 million: value of Navios Europe I and Navios Europe II
  • Returning capital to stockholders:
    • Quarterly dividend: $0.30 per share
    • Stock repurchased YTD: 716,338 shares (5.2% of fully diluted shares)

MONACO, Feb. 06, 2019 (GLOBE NEWSWIRE) -- Navios Maritime Acquisition Corporation (“Navios Acquisition”) (NYSE: NNA), an owner and operator of tanker vessels, reported its financial results today for the fourth quarter and the year ended December 31, 2018.

Angeliki Frangou, Chairman and Chief Executive Officer of Navios Acquisition, stated, “For the full year of 2018, Navios Acquisition reported revenue of $187.9 million and Adjusted EBITDA of $56.8 million. For the fourth quarter of 2018, we reported revenue of $58.7 million and Adjusted EBITDA of $20.9 million. We also declared a quarterly dividend of $0.30 per share for the fourth quarter, representing an annualized yield of 21.0% per share.”

Angeliki Frangou continued, “Tanker rates substantially improved during the fourth quarter of 2018, with the Baltic TD3C VLCC spot rate increasing by more than double to about $45,000 per day compared to the fourth quarter of 2017. Although VLCC rates have since retreated, rates for January 2019 were still almost three times higher than rates for January of 2018. In light of the rate improvement, the acquisition of Navios Midstream was timely, as well as accretive to our net asset value and cash flow.“

HIGHLIGHTS — RECENT DEVELOPMENTS

Acquisition of Navios Maritime Midstream Partners L.P.
On December 13, 2018, Navios Acquisition completed the merger (the “Merger”) contemplated by the previously announced Agreement and Plan of Merger, (the “Merger Agreement”), dated as of October 7, 2018, by and among Navios Acquisition, its direct wholly-owned subsidiary NMA Sub LLC (“Merger Sub”), Navios Maritime Midstream Partners L.P. (“Navios Midstream”) and Navios Midstream Partners GP LLC . 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.

Pursuant to the terms of the Merger Agreement, each outstanding common unit representing limited partner interests in Navios Midstream held by a common unit holder other than Navios Acquisition, Navios Midstream or their respective subsidiaries (the “NAP Public Units”) was converted into the right to receive 0.42 shares of Navios Acquisition’s common stock. As a result of the Merger, 3,683,284 shares of Navios Acquisition’s common stock were issued to former holders of NAP Public Units. More than eighty (80) percent of holders of NAP Public Units elected (or were deemed to have elected) to receive Navios Acquisition common stock. As such, pursuant to the Merger Agreement, no Navios Acquisition preferred stock was issued in connection with the Merger.

The transaction was accounted for as a business combination. Purchase accounting applied, that resulted in a net effect of less than $0.1 million, analyzed as follows: (a) a gain as a result of the fair value of net assets acquired being in excess of the fair value of the consideration exchanged for obtaining control, in the amount of $69.0 million; and (b) a re-measurement of Navios Acquisition's previously held investment in Navios Midstream, resulting in a loss of $75.7 million partially mitigated by $6.8 million of accelerated amortization of the deferred gain recognized in relation to the sale of the Nave Celeste and the C Dream to Navios Midstream in June 2015.

Following the completion of the Merger, Erifili Tsironi was appointed as co-chief financial officer of Navios Acquisition.

Quarterly dividend: $0.30 per share
On January 25, 2019, the Board of Directors declared a quarterly cash dividend in respect of the fourth quarter of 2018 of $0.30 per share of common stock which will be paid on March 27, 2019 to stockholders of record as of February 27, 2019. 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 Europe I and Navios Europe II
As of December 31, 2018, Navios Acquisition had economic interests of 47.5% in each of Navios Europe I and Navios Europe II. The total value of Navios Europe I and Navios Europe II held by Navios Acquisition as of December 31, 2018 was $72.5 million. The amount was comprised of (a) the initial investment of $4.8 million in Navios Europe I and $6.7 million in Navios Europe II; (b) the working capital contributions of $11.8 million in Navios Europe I and $20.7 million in Navios Europe II; and (c) the compound interest of 12.7% for Navios Europe I and 18.0% for Navios Europe II.

Stock repurchase program
As of February 5, 2019, Navios Acquisition had repurchased 716,338 shares for approximately $7.4 million, under the $25.0 million stock repurchase program, being 5.2% of current fully diluted shares.

1:15 Reverse stock split
On November 9, 2018 the Stockholders of Navios Acquisition approved the previously disclosed one-for-15 reverse stock split of its common stock. Following the effectiveness of the reverse stock split, as of November 14, 2018, Navios Acquisition had approximately 9.5 million shares of common stock outstanding.

Fleet employment
As of February 5, 2019, our fleet consisted of a total of 43 vessels, of which 13 are VLCCs, 26 are product tankers, two are chemical tankers and two are bareboat VLCC chartered-in vessels to be delivered in each of the third and fourth quarter of 2020.

Currently, Navios Acquisition has contracted 52.1% of its available days on a charter-out basis for 2019, which are expected to generate revenues of approximately $126.7 million for 2019. The average contractual net daily charter-out rate for the 44.6% of available days that are contracted on base rate and/or on base rate with profit sharing arrangements are expected to be $18,995.

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 month periods and years ended December 31, 2018 and 2017. The quarterly information for 2018 and 2017 was derived from the unaudited condensed consolidated financial statements for the respective periods.  

Following the completion of the Merger, effective as of December 13, 2018, Navios Midstream is included in the consolidated financial statements of Navios Acquisition, as a wholly-owned subsidiary.

(Expressed in thousands of U.S. dollars)     Three Month
Period ended
December 31,
2018
(unaudited)
    Three Month
Period ended
December 31,
2017
(unaudited)
      Year
ended
December 31,
2018

(unaudited)
    Year
ended
December 31,
2017

(unaudited)
 
Revenue     $ 58,728     $ 50,327       $ 187,946     $ 227,288  
Net loss     $ (16,431 )   $ (11,992     $ (86,373 )   $ (78,899
Adjusted net loss     $ (13,996 )(1)   $ (12,265 )(3)     $ (76,826 )(2)   $ (19,372 )(4)
Net cash (used in)/ provided by operating activities      

$
(14,854 )    

$

(9,690
 

)
     

$
(38,709 )    

$

45,968
 
EBITDA     $ 18,453     $ 19,915       $ 47,567     $ 48,575  
Adjusted EBITDA     $ 20,888 (1)   $ 19,972 (3)     $ 56,798 (2)   $ 107,736 (4) 
Loss per share (basic)     $ (1.55 )   $ (1.2 )     $ (8.40   $ (7.5
Adjusted loss per share (basic)     $ (1.33 )(1)   $ (1.2 )(3)     $ (7.48 )(2)   $ (1.8 )(4)

(1) EBITDA, net loss and loss per share (basic) for the three month period ended December 31, 2018 have been adjusted to exclude (i) $2.2 million transaction costs in relation to the merger with Navios Midstream; and (ii) $0.3 million of non-cash stock-based compensation.
             
(2) EBITDA, net loss and loss per share (basic) for the year ended December 31, 2018 have been adjusted to exclude; (i) $6.0 million of non-cash impairment loss relating to our affiliate, Navios Midstream; (ii) $2.2 million transaction costs in relation to the merger with Navios Midstream; (iii) $1.1 million of non-cash stock-based compensation; and (iv) $0.03 million of gain on sale of the Nave Galactic. Net loss and loss per share (basic) for the year ended December 31, 2018 were further adjusted to exclude $0.3 million write-off of deferred finance costs.
             
(3) EBITDA, net loss and loss per share (basic) for the three month period ended December 31, 2017 have been adjusted to exclude $0.1 million of non-cash stock-based compensation. Net loss and loss per share (basic) for the three month period ended December 31, 2017 were further adjusted to exclude $0.3 million write off of deferred finance income.
             
(4) EBITDA, net loss and loss per share (basic) for the year ended December 31, 2017 have been adjusted to exclude (i) $59.1 million of other-than-temporary impairment loss on equity investment in Navios Midstream; and (ii) $0.1 million of non-cash stock-based compensation. Net loss and net loss per share (basic) for the year ended December 31, 2017 were further adjusted to exclude $0.4 million write-off of deferred finance costs.
             
EBITDA, Adjusted EBITDA, Adjusted net loss and Adjusted loss 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 December 31, 2018 and 2017

Revenue for the three month period ended December 31, 2018 increased by $8.4 million, or 16.7%, to $58.7 million, as compared to $50.3 million for the same period of 2017. The increase was mainly attributable to an: (i) increase in revenue by $5.0 million due to the acquisition and resulting consolidation of Navios Midstream on December 13, 2018; and (ii) increase in revenue due to certain spot voyages fixed at favourable market rates during the fourth quarter ended December 31, 2018; partially mitigated by a decrease in revenue of $1.7 million mainly due to the sale of the Nave Galactic to Navios Midstream in March 2018. Available days of the fleet increased to 3,297 days for the three month period ended December 31, 2018, as compared to 3,225 days for the three month period ended December 31, 2017, as a result of the merger with Navios Midstream effective as of December 13, 2018. The time charter equivalent rate, or TCE Rate, increased to $15,483 for the three month period ended December 31, 2018, from $15,299 for the three month period ended December 31, 2017.

Time charter and voyage expenses for the three month period ended December 31, 2018 increased by approximately $3.7 million, or 60.7%, to $9.8 million, as compared to $6.1 million for the same period of 2017. The increase was mainly attributable to a: (a) $6.5 million increase in bunkers consumption and voyage expenses due to spot voyages in the period; and (b) $0.1 million increase in brokers’commission; partially mitigated by $3.0 million decrease in the backstop commitment.

Net loss for the three month period ended December 31, 2018 was $16.4 million as compared to $12.0 million for the same period of 2017. The increase in net loss was due to a: (a) $1.5 million decrease in EBITDA; (b) $1.1 million increase in interest expense and finance cost, net of deferred finance cost; (c) $1.1 million increase in direct vessel expenses; (d) $0.4 million decrease in interest income; and (e) $0.3 million increase in depreciation and amortization, due to the acquisition of Navios Midstream on December 13, 2018.

EBITDA for the three month period ended December 31, 2018 decreased by $1.5 million to $18.5 million, as compared to $19.9 million for the same period of 2017. The decrease in EBITDA was mainly due to a: (a) $3.7 million increase in time charter and voyage expenses, as described above; (b) $2.7 million increase in general and administrative expenses mainly due to expenses incurred in connection with the acquisition of Navios Midstream on December 13, 2018 of $2.2 million; (c) $1.6 million increase in other expense; (d) $1.4 million decrease in equity /(loss) in net earnings of affiliated companies; (e) $0.4 million increase in management fees due to the acquisition of Navios Midstream on December 13, 2018 and to the amendment of the fees under the Management Agreement; and (f) $0.1 million decrease in other income; partially mitigated by an $8.4 million increase in revenue, as described above.

Year ended December 31, 2018 and 2017

Revenue for the year ended December 31, 2018 decreased by $39.3 million, or 17.3%, to $187.9 million, as compared to $227.3 million for the same period of 2017. The decrease was mainly attributable to a: (a) decrease in the market rates during the year ended December 31, 2018, as compared to the same period in 2017; and (b) decrease in revenue of $8.2 million mainly due to the sale of the Nave Galactic to Navios Midstream in March 2018; partially mitigated by the increase in revenue of $5.0 million due to the acquisition and resulting consolidation of Navios Midstream on December 13, 2018. Available days of the fleet decreased from 12,904 days for the year ended December 31, 2017 to 12,735 days for the year ended December 31, 2018. The TCE Rate decreased from $17,186 for the year ended December 31, 2017, to $13,855 for the year ended December 31, 2018.

Time charter and voyage expenses for the year ended December 31, 2018 increased by approximately $9.7 million to $31.6 million, as compared to $21.9 million for the same period of 2017. The increase was mainly attributable to a (a) $3.7 million increase in the backstop commitment; (b) $6.3 million increase in bunkers consumption and voyage expenses due to spot voyages in the period; partially mitigated by a $0.4 million decrease in brokers’ commission.

Net loss for the year ended December 31, 2018 was $86.4 million as compared to $78.9 million for the same period of 2017. The increase in net loss was due to a: (a) $3.5 million increase in direct vessel expenses; (b) $2.0 million decrease in interest income; (c) $1.5 million increase in interest expense and finance cost; and (d) $1.0 million decrease in EBITDA, partially mitigated by a $0.6 million decrease in depreciation and amortization, mainly due to the sale of the Nave Galactic to Navios Midstream in March 2018.

EBITDA for the year ended December 31, 2018 decreased by $1.0 million to $47.6 million, as compared to $48.6 million for the same period of 2017. The decrease in EBITDA was mainly due to a: (a) $39.3 million decrease in revenue, as described above; (b) $9.7 million increase in time charter and voyage expenses, as described above; (c) $4.6 million increase in general and administrative expenses mainly consisting of $2.2 million transaction expenses due the acquisition of Navios Midstream on December 13, 2018 and of $1.0 million stock-based compensation expense; (d) $2.6 million increase in other expenses; and (e) $0.1 million decrease in other income; partially mitigated by a: (i) $54.3 million increase in equity /(loss) in net earnings of affiliated companies (which includes $59.1 million of other-than-temporary impairment loss on equity investment in Navios Midstream in the second quarter of 2017); and (ii) $1.0 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 of 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 month periods and years ended December 31, 2018 and 2017.

                                 
    Three month period ended
December 31,
    Year ended
December 31,
 
    2018
(unaudited)
    2017
(unaudited)
    2018
(unaudited)
    2017
(unaudited)
 
FLEET DATA                                
Available days(1)     3,297       3,225       12,735       12,904  
Operating days(2)     3,278       3,183       12,665       12,843  
Fleet utilization(3)     99.4     98.7     99.4     99.5
Vessels operating at period end     41       36       41       36  
AVERAGE DAILY RESULTS                                
Time charter equivalent rate per day(4)   $ 15,483     $ 15,299     $ 13,855     $ 17,186  

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, February 6, 2019 at 8:30 am ET, at which time Navios Acquisition's senior management will provide highlights and commentary on earnings results for the fourth quarter and year ended December 31, 2018.

US Dial In: +1.877.480.3873
International Dial In: +1.404.665.9927
Conference ID: 559 4886

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: 559 4886

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, expected 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. 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. 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 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
+1.212.906.8644
info@navios-acquisition.com


EXHIBIT I

NAVIOS MARITIME ACQUISITION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. dollars- except share data)

        December 31,
2018
(unaudited)
    December 31,
2017
(unaudited)
 
ASSETS                    
Cash and cash equivalents, including restricted cash       $ 46,609     $ 86,458  
Accounts receivable, net         25,100       12,810  
Due from related parties, short term         18,926       13,931  
Prepaid expenses and other current assets         13,343       6,534  
Vessels, net         1,383,605       1,250,043  
Intangible assets other than goodwill         36,645       —   
Goodwill         1,579       1,579  
Other long-term assets         —        900  
Deferred dry dock and special survey costs, net         32,161       20,871  
Investment in affiliates         11,400       125,062  
Due from related parties, long-term         58,016       54,593  
Total assets       $ 1,627,384     $ 1,572,781  
LIABILITIES AND STOCKHOLDERS’ EQUITY                    
Accounts payable       $ 12,621     $ 3,862  
Accrued expenses         13,205       12,211  
Due to related parties, short-term         12,029       17,107  
Deferred revenue         3,340       5,028  
Long-term debt, including current portion, net of deferred finance costs and
   premium
        1,205,837       1,065,369  
Deferred gain on sale of assets         —        6,729  
Total stockholders’ equity         380,352       462,475  
Total liabilities and stockholders’ equity       $ 1,627,384     $ 1,572,781  


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     For the Three     For the     For the  
    Months     Months     Year     Year  
    Ended     Ended     Ended     Ended  
    December 31, 2018     December 31, 2017     December 31, 2018     December 31, 2017  
    (unaudited)     (unaudited)     (unaudited)     (unaudited)  
Revenue   $ 58,728     $ 50,327     $ 187,946     $ 227,288  
Time charter and voyage expenses     (9,844 )     (6,126 )     (31,593 )     (21,919 )
Direct vessel expenses     (2,405 )     (1,318 )     (7,656 )     (4,198 )
Management fees (entirely through related party
transactions)
    (24,367 )     (23,938 )     (94,019 )     (94,973 )
General and administrative expenses     (7,357 )     (4,676 )     (18,569 )     (13,969 )
Depreciation and amortization     (14,544 )     (14,220 )     (56,307 )     (56,880 )
Interest income     2,123       2,547       7,998       10,042  
Interest expenses and finance cost     (20,058 )     (18,916 )     (77,975 )     (76,438 )
Gain on sale of vessels     —        —        25       —   
Equity/ (loss) in net earnings of affiliated
companies, including bargain purchase gain
    3,204       4,551       7,667       (46,657
Other expense, net     (1,911 )     (223 )     (3,890 )     (1,195 )
                                 
Net loss   $ (16,431   $ (11,992   $ (86,373 )   $ (78,899
                                 
Net loss per share, basic and diluted   $ (1.55   $ (1.2   $ (8.40 )   $ (7.50
Weighted average number of shares, basic and
diluted
    10,097,603        

10,022,236
      9,784,507        

10,027,469
 


NAVIOS MARITIME ACQUISITION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars)

        Year ended
December 31,
2018
(unaudited)
    Year ended
December 31,
2017
(unaudited)
   
Operating Activities                      
Net loss       $ (86,373 )   $ (78,899  
Adjustments to reconcile net loss to net cash provided by operating activities:                      
Depreciation and amortization         56,307       56,880    
Amortization and write-off of deferred finance costs and bond premium         3,743       3,784    
Amortization of dry dock and special survey costs         7,656       4,198    
Stock based compensation         1,076       57    
Gain on sale of vessels         (25 )     —     
(Equity)/ loss in earnings of affiliates, net of dividends received         (7,667 )     56,923    
Changes in operating assets and liabilities:                      
Increase in prepaid expenses and other current assets         (2,235 )     (2,390  
(Increase)/ decrease in accounts receivable         (2,063 )     8,123    
(Increase)/ decrease in due from related parties, short-term         (3,734 )     11,116    
Decrease in other long term assets         900       —     
Decrease/ (increase) in due from related parties, long-term         9,284       (12,730  
Increase/ (decrease) in accounts payable         3,250       (993  
(Decrease)/ increase in accrued expenses         (2,824 )     1,164    
Payments for dry dock and special survey costs         (19,412 )     (14,897  
Increase in due to related parties, short-term         8,764       17,107    
Decrease in deferred revenue         (5,356 )     (3,475  
Net cash (used in)/ provided by operating activities       $ (38,709 )   $ 45,968    
Investing Activities                      
Net cash proceeds from sale of vessels         44,500       —     
Cash acquired from Navios Midstream merger         25,260       —     
Loan repayment from affiliated companies         —        55,132    
Investment in affiliates         —        (84  
Loans receivable from affiliates         —        (13,706  
Dividends received from affiliates         10,053       11,036    
Net cash provided by investing activities       $ 79,813     $ 52,378    
Financing Activities                      
Loan proceeds, net of deferred finance costs         69,512       49,764    
Loan repayments         (131,125 )     (84,196  
Dividends paid         (12,213 )     (31,614  
Redemption of Convertible shares and puttable common stock         —        (2,500  
Acquisition of treasury stock         (7,127 )     —     
Net cash used in financing activities       $ (80,953 )   $ (68,546  
Net (decrease)/ increase in cash and cash equivalents and restricted cash         (39,849 )     29,800    
Cash and cash equivalents and restricted cash, beginning of year         86,458       56,658    
Cash and cash equivalents, and restricted cash end of year       $ 46,609     $ 86,458    


EXHIBIT II

   Reconciliation of EBITDA and Adjusted EBITDA to Net Cash from Operating Activities

    Three Month
Period
Ended
December 31,
2018
(unaudited)
    Three Month
Period
Ended
December 31,
2017
(unaudited)
   
Year
Ended
December 31,
2018
(unaudited)
   
Year
Ended
December 31,
2017
(unaudited)
  
Expressed in thousands of U.S. dollars                                
Net cash (used in)/ provided by operating activities   $ (14,854   $ (9,690 )   $ (38,709 )     45,968  
Net decrease in operating assets     (4,602 )     (2,733 )     (2,152 )     (4,119 )
Net decrease/ (increase) in operating liabilities     14,416       11,000       (3,834 )     (13,803 )
Net interest cost     17,935       16,369       69,977       66,396  
Amortization and write-off of deferred finance costs
   and bond premium
    (883 )     (462 )     (3,743 )     (3,784 )
Equity/ (loss) in net earnings of affiliates (including
   OTTI loss and bargain purchase gain), net of
   dividends received
    3,204       1,018       7,667       (56,923 )
Payments for dry dock and special survey costs     3,497       4,470       19,412       14,897  
Gain on sale of vessels     —        —        25        —   
Stock-based compensation     (260 )     (57 )     (1,076 )     (57 )
EBITDA   $ 18,453     $ 19,915     $ 47,567       48,575  
                                 
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       —   
Other-than-temporary-impairment loss on equity
investment (“OTTI loss”)
     

— 
       

— 
       

— 
       

59,104
 
Transaction costs in relation to the merger with
   Navios Midstream
    2,175       —        2,175        —   
Gain on sale of vessels     —        —        (25     —   
Stock-based compensation     260       57        1,076       57   
Adjusted EBITDA   $ 20,888     $ 19,972     $ 56,798     $ 107,736  


    Three Month
Period
Ended
December 31,
2018
(unaudited)
    Three Month
Period
Ended
December 31,
2017
(unaudited)
   
Year
Ended
December 31,
2018
(unaudited)
   
Year
Ended
December 31,
2017
(unaudited)
 
Net cash (used in)/ provided by operating activities   $ (14,854 $ (9,690 )   $ (38,709 )   $ 45,968  
Net cash provided by investing activities   $ 26,836   $ 52,281     $ 79,813     $ 52,378  
Net cash used in financing activities   $ (13,686 ) $ (18,510 )   $ (80,953 )   $ (68,546 )


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; (x) stock- based compensation and (xi) transaction costs. 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
C. Dream VLCC 2000   298,570
Shinyo Ocean VLCC 2001   281,395
Nave Electron VLCC 2002   305,178
Nave Neutrino VLCC 2003   298,287
Nave Celeste VLCC 2003   298,717
Nave Photon VLCC 2008   297,395
Nave Spherical VLCC 2009   297,188
Nave Galactic VLCC 2009   297,168
Nave Quasar VLCC 2010    297,376
Nave Synergy VLCC 2010 299,973
Shinyo Saowalak VLCC 2010   298,000
Shinyo Kieran VLCC 2011   297,066
Nave Buena Suerte VLCC 2011     297,491
Vessels to be delivered*        
TBN VLCC Expected Q3 2020   310,000
TBN VLCC Expected Q4 2020   310,000

 *Bareboat chartered-in vessels with purchase option

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Navios Maritime Acquisition