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)
In January and February 2019, all Backstop Agreements expired and settled pursuant to their
initial terms.
Navios Midstream General Partner Option Agreement with Navios Holdings:
Navios Acquisition entered into an
option agreement, dated November 18, 2014, with Navios Holdings under which Navios Acquisition grants Navios Holdings the option to acquire any or all of the outstanding membership interests in Navios Midstream General Partner and all of the
incentive distribution rights in Navios Midstream representing the right to receive an increasing percentage of the quarterly distributions when certain conditions are met. The option shall expire on November 18, 2024. Any such exercise shall
relate to not less than twenty-five percent of the option interest and the purchase price for the acquisition of all or part of the option interest shall be an amount equal to its fair market value.
Participation in offerings of affiliates:
On July 29, 2016, Navios Midstream launched a continuous offering sales program of
its common units for an aggregate offering of up to $25,000. Refer also to Note 7 Investment in affiliates.
On
September 30, 2016, December 30, 2016, February 16, 2017 and May 5, 2017 Navios Acquisition entered into securities purchase agreements with Navios Midstream pursuant to which Navios Acquisition made an investment in Navios
Midstream by purchasing 5,655, 1,143, 6,446 and 412 general partnership interests, respectively, for a consideration of $75, $14, $79 and $5, respectively.
The Company determined, under the equity method, that the issuance of common units of Navios Midstream qualified as a sale of shares by the
investee. No amount was recognized as of March 31, 2019 and 2018.
Balance due from Navios Europe I:
Navios Holdings,
Navios Acquisition and Navios Partners have made available to Navios Europe I revolving loans up to $24,100 to fund working capital requirements. In December 2018, the availability under the Navios Revolving Loans I was increased by $30,000.
See Note 7 for the Investment in Navios Europe I.
Balance due from Navios Europe I as of March 31, 2019 was $25,561 (December 31,
2018: $22,659) which included the Navios Revolving Loans I of $13,770 (December 31,
2018: $11,770), the non-current amount of $4,530
(December 31, 2018: $4,244) related to
the accrued interest income earned under the Navios Term Loans I under the caption Due from related parties, long-term and the accrued interest income earned under the Navios Revolving Loans I of $7,261 (December 31, 2018: $6,645)
under the caption Due from related parties, short-term.
The Navios Revolving Loans I and the Navios Term Loans I earn
interest and an annual preferred return, respectively, at 12.7% per annum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end of each quarter. There
are no covenant requirements or stated maturity dates. As of March 31, 2019, the amount undrawn under the Navios Revolving Loans I was $2,000, of which Navios Acquisition may be required to fund an amount ranging from $0 to $2,000.
Balance due from Navios Europe II:
Navios Holdings, Navios Acquisition and Navios Partners have made available to Navios Europe II
revolving loans up to $43,500 to fund working capital requirements. In March 2017, the availability under the Navios Revolving Loans II was increased by $14,000. See Note 7 for the Investment in Navios Europe II.
Balance due from Navios Europe II as of March 31, 2019 was $40,495 (December 31, 2018: $38,465) which included the Navios Revolving Loans
II of $20,662 (December 31,
2018: $20,662), the non-current amount of $6,342
(December 31, 2018: $5,783) related to the accrued interest income earned under the Navios Term
Loans II under the caption Due from related parties, long-term and the accrued interest income earned under the Navios Revolving Loans II of $13,491 (December 31, 2018: $12,020) under the caption Due from related parties,
short-term.
The Navios Revolving Loans II and the Navios Term Loans II earn interest and an annual preferred return, respectively,
at 18% per annum, on a quarterly compounding basis and are repaid from free cash flow (as defined in the loan agreement) to the fullest extent possible at the end of each quarter. There are no covenant requirements or stated maturity dates. As
of March 31, 2019, the amount undrawn under the Navios Revolving Loans II was $4,503, of which Navios Acquisition may be required to fund an amount ranging from $0 to $4,503.
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