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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F
 (Mark One)
 o
    
    REGISTRATION STATEMENT PURSUANT TO
SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
 Date of event requiring this shell company report
 For the transition period from                      to
 Commission file number
001-34104
 Navios Maritime Acquisition Corporation
  Not Applicable
  Republic of Marshall Islands
  85 Akti Miaouli Street
Piraeus, Greece 185 38
(011) +30-210-4595000
  Todd E. Mason
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
The Chrysler Center, 666 Third Avenue
New York, NY 10017
(212) 935-3000
(212) 983-3115
  Securities registered or to be registered pursuant to Section 12(b) of the Act.
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $.0001 per share
    
    New York Stock Exchange LLC
 Securities registered or to be registered pursuant to Section 12(g) of the Act.
    
    NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
    
    None
   Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of
the Securities Act. o þ
 If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of 1934. o þ
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter periods that the registrant was required to file such reports), and (2) has been
subject to such reporting requirements for the past 90 days. þ o
 Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). o o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
 Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-Accelerated Filer o
 Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:
 U.S. GAAP þ
    
    International Financial Reporting Standards as issued
    
    Other o
 o
 If this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). o þ




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TABLE OF CONTENTS  PART IItem 1. Identity of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on the CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Stockholders and Related Party TransactionsItem 8. Financial InformationItem 9. Listing DetailsItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures about Market RisksItem 12. Description of Securities Other than Equity SecuritiesPART IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications to the Rights of Shareholders and Use of ProceedsItem 15. Controls and ProceduresItem 16A. Audit Committee Financial ExpertItem 16B. Code of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions from the Listing Standards for Audit CommitteesItem 16E. Purchases of Equity Securities by the Issuer and Affiliated PurchasersItem 16F. Change in Registrants Certifying AccountantItem 16G. Corporate GovernanceItem 17. Financial StatementsItem 18. Financial StatementsItem 19. ExhibitsSignaturesEX-8.1EX-12.1EX-12.2EX-13.1EX-15.1EX-15.2    Table of Contents  FORWARD-LOOKING STATEMENTS
 This Annual Report should be read in conjunction with the financial statements and
accompanying notes included herein.
   §
    
    our ability to maintain or develop new and existing customer relationships, including our ability to enter into
charters for our vessels;§
    
    our ability to successfully grow our business and our capacity to manage our expanding business;§
    
    our future operating and financial results, including the amount of fixed hire and profit share that we may receive;§
    
    our ability to identify and consummate desirable acquisitions, joint ventures or strategic alliances, business
strategy, areas of possible expansion, and expected capital expenditure or operating expenses;§
    
    tanker industry trends, including charter rates and vessel values and factors affecting vessel supply and demand;§
    
    our ability to take delivery of, integrate into our fleet, and employ the newbuildings we have on firm order or any
newbuildings we may order in the future and the ability of shipyards to deliver vessels on a timely basis;§
    
    the aging of our vessels and resultant increases in operation and drydocking costs;§
    
    the ability of our vessels to pass classification inspection and vetting inspections by oil majors;§
    
    significant changes in vessel performance, including increased vessel breakdowns;§
    
    the creditworthiness of our charterers and the ability of our contract counterparties to fulfill their obligations to
us;§
    
    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;§
    
    changes to governmental rules and regulations or action taken by regulatory authorities and the expected costs thereof;§
    
    potential liability from litigation and our vessel operations, including discharge of pollutants;§
    
    changes in general economic and business conditions;§
    
    general domestic and international political conditions, including wars, acts of piracy and terrorism;§
    
    changes in production of or demand for oil and petroleum products, either globally or in particular regions; and§
    
    changes in the standard of service or the ability of our technical manager to be approved as required.
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PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 A. Selected Financial Data
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Year ended
    
    
    Year ended
    
    
    For the period March 14, 2008December 31,
    
    
    December 31,
    
    
    (date of inception ) to(In thousands of U.S. dollars)
    
    2010
    
    
    2009
    
    
    December 31, 2008Revenue
    
    $
    33,568
    
    
    $
    
    
    
    $
    Time charter expenses
    
    
    (355
    )
    
    
    
    
    
    
    Management fees
    
    
    (9,752
    )
    
    
    
    
    
    
    General and administrative expenses
    
    
    (1,902
    )
    
    
    (994
    )
    
    
    (393
    )Share based compensation
    
    
    (2,140
    )
    
    
    
    
    
    
    Transaction costs
    
    
    (8,019
    )
    
    
    
    
    
    
    Depreciation and amortization
    
    
    (10,120
    )
    
    
    
    
    
    
    Prepayment penalties & write- off of deferred finance fees
    
    
    (5,441
    )
    
    
    
    
    
    
    Interest income
    
    
    862
    
    
    
    346
    
    
    
    1,440Interest expenses and finance cost, net
    
    
    (10,651
    )
    
    
    
    
    
    
    Other income/(expense), net
    
    
    404
    
    
    
    
    
    
    
    Net (loss)/income
    
    $
    (13,546
    )
    
    $
    (648
    )
    
    $
    1,047Net (loss)/ income per share, basic
    
    $
    (0.43
    )
    
    
    (0.03
    )
    
    
    0.08Net loss per share, diluted
    
    $
    (0.43
    )
    
    
    (0.02
    )
    
    
    0.06Balance Sheet Data
(at period end)Current assets, including cash
    
    
    81,202
    
    
    
    142
    
    
    
    57Vessels, net
    
    
    529,659
    
    
    
    
    
    
    
    Total assets
    
    
    1,005,087
    
    
    
    251,635
    
    
    
    252,258Current portion of long-term debt
    
    
    5,086
    
    
    
    
    
    
    
    Total long-term debt, including current portion
    
    
    704,332
    
    
    
    
    
    
    
    Total Stockholders equity
    
    
    253,728
    
    
    
    141,990
    
    
    
    100,289Cash Flow DataNet cash provided by /(used in) operating activities
    
    
    11,479
    
    
    
    (623
    )
    
    
    1,467Net cash (used in)/provided by investing activities
    
    
    (104,781
    )
    
    
    708
    
    
    
    (252,201
    )Net cash provided by financing activities
    
    
    154,575
    
    
    
    
    
    
    
    250,736Fleet Data:Vessels at end of period
    
    
    9
    
    
    
    
    
    
    
    
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B. Capitalization and indebtedness.
  C. Reasons for the offer and use of proceeds.
  D. Risk factors
 Risks Relating to Our Business
 We have a limited operating history, and you will have a limited basis on which to evaluate our
ability to achieve our business objectives. We may not operate profitably in the future.
  Delays in deliveries of our newbuild vessels, or our decision to cancel, or our inability to
otherwise complete the acquisitions of any newbuildings we may decide to acquire in the future,
could harm our operating results and lead to the termination of any related charters.
   
    
    quality or engineering problems or failure to deliver the vessel in
accordance with the vessel specifications;
    
    changes in governmental regulations or maritime self-regulatory
organization standards;
    
    work stoppages or other labor disturbances at the shipyard;
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
    
    bankruptcy or other financial or liquidity problems of the shipbuilder;
    
    a backlog of orders at the shipyard;
    
    political or economic disturbances in the country or region where the
vessel is being built;
    
    weather interference or catastrophic event, such as a major earthquake
or fire;
    
    shortages of or delays in the receipt of necessary construction
materials, such as steel; and
    
    our inability to finance the purchase of the vessel.
  If we fail to manage our planned growth properly, we may not be able to expand our fleet
successfully, which may adversely affect our overall financial position.
  
    
    locating and acquiring suitable vessels;
    
    identifying reputable shipyards with available capacity and
contracting with them for the construction of new vessels;
    
    integrating any acquired vessels successfully with our existing
operations;
    
    enhancing our customer base;
    
    managing our expansion; and
    
    obtaining required financing, which could include debt, equity or
combinations thereof.
  
    
    default and foreclosure on our assets if our operating cash flow after
a business combination or asset acquisition were insufficient to pay
our debt obligations;
    
    acceleration of our obligations to repay the indebtedness even if we
have made all principal and interest payments when due if the debt
security contained covenants that required the maintenance of certain
financial ratios or reserves and any such covenant were breached
without a waiver or renegotiation of that covenant;
    
    our immediate payment of all principal and accrued interest, if any,
if the debt security was payable on demand; and
    
    our inability to obtain additional financing, if necessary, if the
debt security contained covenants restricting our ability to obtain
additional financing while such security was outstanding.
  We may face unexpected maintenance costs, which could materially adversely affect our business,
financial condition and results of operations.
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We rely on our technical managers to provide essential services to our vessels and run the
day-to-day operations of our vessels.
  Our vessels may be subject to unbudgeted periods of off-hire, which could materially adversely
affect our business, financial condition and results of operations.
  
    
    operational deficiencies;
    
    the removal of a vessel from the water for repairs, maintenance or
inspection, which is referred to as drydocking;
    
    equipment breakdowns;
    
    delays due to accidents or deviations from course;
    
    occurrence of hostilities in the vessels flag state or in the event
of piracy;
    
    crewing strikes, labor boycotts, certain vessel detentions or similar
problems; or
    
    our failure to maintain the vessel in compliance with its
specifications, contractual standards and applicable country of
registry and international regulations or to provide the required
crew.
 Risks Relating to Our Industry
 The cyclical nature of the tanker industry may lead to volatility in charter rates and vessel
values, which could materially adversely affect our future earnings.
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
    
    demand for and supply of liquid cargoes, including petroleum and
petroleum products;
    
    developments in international trade;
    
    waiting days in ports;
    
    changes in oil production and refining capacity and regional
availability of petroleum refining capacity;
    
    environmental and other regulatory developments;
    
    global and regional economic conditions;
    
    the distance chemicals, petroleum and petroleum products are to be
moved by sea;
    
    changes in seaborne and other transportation patterns, including
changes in distances over which cargo is transported due to geographic
changes in where oil is produced, refined and used;
    
    competition from alternative sources of energy;
    
    armed conflicts and terrorist activities;
    
    political developments; and
    
    embargoes and strikes.
  
    
    the number of newbuilding deliveries;
    
    the scrapping rate of older vessels;
    
    port or canal congestion;
    
    the number of vessels that are used for storage or as floating storage
offloading service vessels;
    
    the conversion of tankers to other uses, including conversion of
vessels from transporting oil and oil products to carrying drybulk
cargo and the reverse conversion;
    
    availability of financing for new tankers;
    
    the phasing out of single-hull tankers due to legislation and
environmental concerns;
    
    the price of steel;
    
    the number of vessels that are out of service;
    
    national or international regulations that may effectively cause
reductions in the carrying capacity of vessels or early obsolescence
of tonnage; and
    
    environmental concerns and regulations.
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Charter rates in the crude oil, product and chemical tanker sectors of the seaborne transportation
industry in which we operate have significantly declined from historically high levels in 2008 and
may remain depressed or decline further in the future, which may adversely affect our earnings.
  Spot market rates for tanker vessels are highly volatile and are currently at relatively low levels
historically and may further decrease in the future, which may adversely affect our earnings in the
event that our vessels are chartered in the spot market.
    Any decrease in shipments of crude oil from the Arabian Gulf or West Africa may materially
adversely affect our financial performance.
   
    
    increased use of existing and future crude oil pipelines in the
Arabian Gulf or West African regions;
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
    
    a decision by the Organization of the Petroleum Exporting Countries
(OPEC) to increase its crude oil prices or to further decrease or
limit their crude oil production;
    
    armed conflict or acts of piracy in the Arabian Gulf or West Africa
and political or other factors;
    
    increased oil production in other regions, such as Russia and Latin
America; and
    
    the development and the relative costs of nuclear power, natural gas,
coal and other alternative sources of energy.
  Eight of the vessels we have acquired are second-hand vessels, and we may acquire more second-hand
vessels in the future. The acquisition and operation of such vessels may result in increased
operating costs and vessel off-hire, which could materially adversely affect our earnings.
     Our growth depends on continued growth in demand for crude oil, refined petroleum products (clean
and dirty) and bulk liquid chemicals and the continued demand for seaborne transportation of such
cargoes.
  
    
    the economic and financial developments globally, including actual and
projected global economic growth;
    
    fluctuations in the actual or projected price of crude oil, refined
petroleum (clean and dirty) products or bulk liquid chemicals;
    
    refining capacity and its geographical location;
    
    increases in the production of oil in areas linked by pipelines to
consuming areas, the extension of existing, or the development of new,
pipeline systems in markets we may serve, or the conversion of
existing non-oil pipelines to oil pipelines in those markets;
    
    decreases in the consumption of oil due to increases in its price
relative to other energy sources, other factors making consumption of
oil less attractive or energy conservation measures;
    
    availability of new, alternative energy sources; and
    
    negative or deteriorating global or regional economic or political
conditions, particularly in oil-consuming regions, which could reduce
energy consumption or its growth.
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Our growth depends on our ability to obtain customers, for which we face substantial competition.
In the highly competitive VLCC shipping industry, we may not be able to compete for charters with
new entrants or established companies with greater resources, which may adversely affect our
results of operations.
     The market values of our vessels, which have declined from historically high levels, may fluctuate
significantly, which could cause us to breach covenants in our credit facilities and result in the
foreclosure of certain of our vessels. Depressed vessel values could also cause us to incur
impairment charges.
  
    
    prevailing level of charter rates;
    
    general economic and market conditions affecting the shipping industry;
    
    competition from other shipping companies;
    
    types and sizes of vessels;
    
    supply and demand for vessels;
    
    other modes of transportation;
    
    cost of newbuildings;
    
    governmental or other regulations; and
    
    technological advances.
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Future increases in vessel operating expenses, including rising fuel prices, could materially
adversely affect our business, financial condition and results of operations.
   The crude oil, product and chemical tanker sectors are subject to seasonal fluctuations in demand
and, therefore, may cause volatility in our operating results.
  The current global economic downturn may negatively impact our business.
  
    
    We may not be able to employ our vessels at charter rates as favorable
to us as historical rates or operate such vessels profitably.
    
    The market value of our vessels could decrease significantly, which
may cause us to recognize losses if any of our vessels are sold or if
their values are impaired. In addition, such a decline in the market
value of our vessels could prevent us from borrowing under our credit
facilities or trigger a default under one of their covenants.
    
    Charterers could have difficulty meeting their payment obligations to
us.
  The employment of our vessels could be adversely affected by an inability to clear the oil majors
risk assessment process, and we could be in breach of our charter agreements with respect to the
VLCC vessels.
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
    
    office assessments and audits of the vessel operator;
    
    the operators environmental, health and safety record;
    
    compliance with the standards of the International Maritime
Organization (the IMO), a United Nations agency that issues
international trade standards for shipping;
    
    compliance with heightened industry standards that have been set by
several oil companies;
    
    shipping industry relationships, reputation for customer service,
technical and operating expertise;
    
    shipping experience and quality of ship operations, including
cost-effectiveness;
    
    quality, experience and technical capability of crews;
    
    the ability to finance vessels at competitive rates and overall
financial stability;
    
    relationships with shipyards and the ability to obtain suitable berths;
    
    construction management experience, including the ability to procure
on-time delivery of new vessels according to customer specifications;
    
    willingness to accept operational risks pursuant to the charter, such
as allowing termination of the charter for force majeure events; and
    
    competitiveness of the bid in terms of overall price.
   Charterers may terminate or default on their obligations to us, which could materially adversely
affect our results of operations and cash flow, and breaches of the charters may be difficult to
enforce.
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If we experienced a catastrophic loss and our insurance is not adequate to cover such loss, it
could lower our profitability and be detrimental to operations.
  We may not have adequate insurance to compensate us for damage to or loss of our vessels, which may
have a material adverse effect on our financial condition and results of operation.
   We are subject to various laws, regulations and conventions, including environmental laws that
could require significant expenditures both to maintain compliance with such laws and to pay for
any uninsured environmental liabilities resulting from a spill or other environmental disaster.
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Climate Change and government laws and regulations related to climate change could negatively
impact our financial condition.
   We are subject to vessel security regulations and we incur costs to comply with adopted
regulations. We may be subject to costs to comply with similar regulations that may be adopted in
the future in response to terrorism.
  
    
    on-board installation of automatic information systems, or AIS, to
enhance vessel-to-vessel and vessel-to-shore communications;
    
    on-board installation of ship security alert systems;
    
    the development of vessel security plans; and
    
    compliance with flag state security certification requirements.
  Our international activities increase the compliance risks associated with economic and trade
sanctions imposed by the United States, the
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European Union and other jurisdictions.
    Increased inspection procedures and tighter import and export controls could increase costs and
disrupt our business.
   A failure to pass inspection by classification societies could result in our vessels becoming
unemployable unless and until they pass inspection, resulting in a loss of revenues from such
vessels for that period and a corresponding decrease in operating cash flows.
  The operation of ocean-going vessels entails the possibility of marine disasters including damage
or destruction of a vessel due to accident, the loss of a vessel due to piracy, terrorism or
political conflict, damage or destruction of cargo and similar events that are inherent operational
risks of the tanker industry and may cause a loss of revenue from affected vessels and damage to
our business reputation and condition, which may in turn lead to loss of business.
  
    
    damage or destruction of vessel due to marine disaster such as a
collision;
    
    the loss of a vessel due to piracy and terrorism;
    
    cargo and property losses or damage as a result of the foregoing or
less drastic causes such as human error, mechanical failure and bad
weather;
    
    environmental accidents as a result of the foregoing;
    
    business interruptions and delivery delays caused by mechanical
failure, human error, acts of piracy, war, terrorism, political action
in various countries, stowaways, labor strikes, potential government
expropriation of our vessels or adverse weather conditions; and
    
    other events and circumstances.
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The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against
us.
  Acts of piracy on ocean-going vessels have increased recently in frequency and magnitude, which
could adversely affect our business.
  Terrorist attacks, increased hostilities or war could lead to further economic instability,
increased costs and disruption of our business.
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Governments could requisition vessels of a target business during a period of war or emergency,
resulting in a loss of earnings.
  Disruptions in world financial markets and the resulting governmental action in the United States
and in other parts of the world could have a material adverse impact on our ability to obtain
financing required to acquire vessels or new businesses. Furthermore, such a disruption would
adversely affect our results of operations, financial condition and cash flows.
    Because international tanker companies often generate most or all of their revenues in U.S. dollars
but incur a portion of their expenses in other currencies, exchange rate fluctuations could cause
us to suffer exchange rate losses, thereby increasing expenses and reducing income.
  Labor interruptions and problems could disrupt our business.
  In the highly competitive product and chemical tanker sectors of the shipping industry, we may not
be able to compete for charters with new entrants or established companies with greater resources,
which may adversely affect our results of operations.
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Risks Relating to Our VLCC Vessels
 The indemnity may be inadequate to cover any damages.
  A large proportion of the revenue from the VLCC vessels is derived from a Chinese state-owned
company, and changes in the economic and political environment in China or in Chinese relations
with other countries could adversely affect our ability to continue this customer relationship.
  One of the vessels is subject to a mutual sale provision between the subsidiary that owns the
vessel and the charterer of the vessel, which, if exercised, could reduce the size of our fleet and
reduce our future revenue.
  Risks Related to Our Relationship with Navios Holdings and Its Affiliates
 Navios Holdings has limited recent experience in the crude oil, product and chemical tanker
sectors.
   Navios Holdings may compete directly with us, causing certain officers to have a conflict of
interest.
  Navios Holdings, Navios Partners and Navios Acquisition share certain officers and directors who
may not be able to devote sufficient
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time to our affairs, which may affect our ability to conduct operations and generate revenues.
  Navios Holdings, our affiliate, Angeliki Frangou, our Chairman and Chief Executive Officer, and
certain of our officers and directors collectively control a substantial interest in us, and, as a
result, may influence certain actions requiring stockholder vote.
  The loss of key members of our senior management team could disrupt the management of our business.
  We are dependent on a subsidiary of Navios Holdings for the technical and commercial management of
our fleet.
   Navios Holdings, our affiliate and a greater than 5% holder of our common stock, Angeliki Frangou,
our Chairman and Chief Executive Officer, and certain of our officers and directors collectively
control a substantial interest in us, and, as a result, may influence certain actions requiring
stockholder vote.
  Risks Related to Our Common Stock and Capital Structure
 We are incorporated in the Republic of the Marshall Islands, a country that does not have a
well-developed body of corporate law, which may negatively affect the ability of public
stockholders to protect their interests.
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We are incorporated under the laws of the Marshall Islands and our directors and officers are
non-U.S. residents, and although you may bring an original action in the courts of the Marshall
Islands or obtain a judgment against us, our directors or our management based on U.S. laws in the
event you believe your rights as a stockholder have been infringed, it may be difficult to enforce
judgments against us, our directors or our management.
  We may have to pay tax on United States source income, which would reduce our earnings.
    Since we are a foreign private issuer, we are not subject to certain SEC regulations that companies
incorporated in the United States would be subject to.
  
    
    the rules under the Exchange Act requiring the filing with the
Securities and Exchange Commission, or the SEC, of quarterly reports
on Form 10-Q or current reports on Form 8-K;
    
    the sections of the Exchange Act regulating the solicitation of
proxies, consents or authorizations in respect of a security
registered under the Exchange Act;
    
    the provisions of Regulation FD aimed at preventing issuers from
making selective disclosures of material information; and
    
    the sections of the Exchange Act requiring insiders to file public
reports of their stock ownership and trading activities and
establishing insider liability for profits realized from any
short-swing trading transaction (i.e., a purchase and sale, or sale
and purchase, of the issuers equity securities within less than six
months).
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Anti-takeover provisions in our amended and restated articles of incorporation could make it
difficult for our stockholders to replace or remove our current board of directors or could have
the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely
affect the market price of our common stock.
  
    
    authorize our board of directors to issue blank check preferred stock without stockholder approval;
    
    provide for a classified board of directors with staggered, three-year terms;
    
    require a super-majority vote in order to amend the provisions regarding our classified board of
directors with staggered, three-year terms; and
    
    prohibit cumulative voting in the election of directors.
  U.S. tax authorities could treat us as a passive foreign investment company, which could have
adverse U.S. federal income tax consequences to U.S. holders.
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We may choose to redeem our outstanding warrants included in the units sold in our IPO at a time
that is disadvantageous to our warrant holders.
  Registration rights held by our initial stockholders and others may have an adverse effect on the
market price of our common stock.
  The New York Stock Exchange may delist our securities from quotation on its exchange, which could
limit your ability to trade our securities and subject us to additional trading restrictions.
   
    
    a limited availability of market quotations for our securities;
    
    a limited amount of news and analyst coverage for us;
    
    a decreased ability for us to issue additional securities or obtain
additional financing in the future; and
    
    limited liquidity for our stockholders due to thin trading.
 24




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Risks Related to Our Indebtedness
 We may not be able to access our debt financing, which may affect our ability to make payments with
respect to our vessels.
  We have substantial indebtedness and may incur substantial additional indebtedness, which could
adversely affect our financial health and our ability to obtain financing in the future, react to
changes in our business and make debt service payments.
   
    
    our ability to obtain additional financing for working capital, capital expenditures, debt
service requirements, vessel or other acquisitions or general corporate purposes may be
impaired in the future;
    
    if new debt is added to our existing debt levels, the related risks that we now face would
increase and we may not be able to meet all of our debt obligations;
    
    a substantial portion of our cash flow from operations must be dedicated to the payment of
principal and interest on our indebtedness, thereby reducing the funds available to us for
other purposes, and there can be no assurance that our operations will generate sufficient
cash flow to service this indebtedness;
    
    we will be exposed to the risk of increased interest rates because our borrowings under the
credit facilities will be at variable rates of interest;
    
    it may be more difficult for us to satisfy our obligations to our lenders, resulting in
possible defaults on and acceleration of such indebtedness;
    
    we may be more vulnerable to general adverse economic and industry conditions;
    
    we may be at a competitive disadvantage compared to our competitors with less debt or
comparable debt at more favorable interest rates and, as a result, we may not be better
positioned to withstand economic downturns;
    
    our ability to refinance indebtedness may be limited or the associated costs may increase; and
    
    our flexibility to adjust to changing market conditions and ability to withstand competitive
pressures could be limited, or we may be prevented from carrying out capital spending that is
necessary or important to our growth strategy and efforts to improve operating margins or our
business.
  The agreements and instruments governing our indebtedness do or will contain restrictions and
limitations that could significantly impact our ability to operate our business and adversely
affect our stockholders.
 25




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##### Table of Contents



§
    
    incur or guarantee additional indebtedness or issue certain preferred stock;§
    
    create liens on our assets;§
    
    make investments;§
    
    engage in mergers and acquisitions in sell all or substantially all of our properties or assets;§
    
    redeem or repurchase capital stock, pay dividends or make other restricted payments and investments;§
    
    make capital expenditures;§
    
    change the management of our vessels or terminate the management agreements we have relating to
our vessels;§
    
    enter into long-term charter arrangements without the consent of the lender;§
    
    transfer or sell any of our vessels; and§
    
    enter into certain transactions with our affiliates.
   We and our subsidiaries may be able to incur substantially more indebtedness, including secured
indebtedness. This could further exacerbate the risks associated with our substantial indebtedness.
  Our ability to generate the significant amount of cash needed to service our other indebtedness and
our ability to refinance all or a portion of our indebtedness or obtain additional financing
depends on many factors beyond our control.
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An increase or continuing volatility in interest rates would increase the cost of servicing our
indebtedness and could reduce our profitability, earnings and cash flow.
  The international nature of our operations may make the outcome of any bankruptcy proceedings
difficult to predict.
  27




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We may be unable to raise funds necessary to finance the change of control repurchase offer
required by the indenture governing our notes.
   We may require additional financing to acquire vessels or businesses or to exercise vessel purchase
options, and such financing may not be available.
  
 Item 4. Information on the Company
 A. History and development of Navios Acquisition
       28




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Equity Transactions
    Vessel Deliveries and Acquisitions
      29




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##### Table of Contents



B. Business Overview
 Introduction
  Navios Acquisitions Fleet
  Built/Delivery
    
    
    
    
    
    Net Charter
    
    
    
    ExpirationVessels
    
    Type
    
    Date
    
    DWT
    
    Rate(1)
    
    Profit Share
    
    Date(2)Owned VesselsColin Jacob
    
    LR1 Product Tanker
    
    2007
    
    
    74,671
    
    
    
    17,000
    
    
    50/50 above $17,000
    
    June 2013Ariadne Jacob
    
    LR1 Product Tanker
    
    2007
    
    
    74,671
    
    
    
    17,000
    
    
    50/50 above $17,000
    
    July 2013Nave Cosmos
    
    Chemical Tanker
    
    2010
    
    
    25,130
    
    
    
    11,213
    (3)
    
    None
    
    August 2011Nave Polaris
    
    Chemical Tanker
    
    2011
    
    
    25,130
    
    
    
    10,238
    
    
    None
    
    April 201111,213
    
    
    None
    
    July 2011Shinyo Splendor
    
    VLCC
    
    1993
    
    
    306,474
    
    
    
    38,019
    
    
    None
    
    May 2014Shinyo Navigator
    
    VLCC
    
    1996
    
    
    300,549
    
    
    
    42,705
    
    
    None
    
    December 2016C. Dream
    
    VLCC
    
    2000
    
    
    298,750
    
    
    
    29,625
    (4)
    
    50% above $30,000
    
    March 201940% above $40,000Shinyo Ocean
    
    VLCC
    
    2001
    
    
    281,395
    
    
    
    38,400
    
    
    50% above $43,500
    
    January 2017Shinyo Kannika
    
    VLCC
    
    2001
    
    
    287,175
    
    
    
    38,025
    
    
    50% above $44,000
    
    February 2017Shinyo Saowalak
    
    VLCC
    
    2010
    
    
    298,000
    
    
    
    48,153
    
    
    35% above $54,388
    
    June 202540% above 59,38850% above 69,388Owned Vessels to be DeliveredShinyo Kieran
    
    VLCC
    
    Q2 2011
    
    
    298,000
    
    
    
    48,153
    
    
    35% above $54,388
    
    June 202640% above $59,38850% above $69,388TBN
    
    LR1
    
    Q4 2011
    
    
    75,000TBN
    
    LR1
    
    Q4 2011
    
    
    75,000TBN
    
    LR1
    
    Q3 2012
    
    
    75,000
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Built/Delivery
    
    
    
    
    
    Net Charter
    
    
    
    ExpirationVessels
    
    Type
    
    Date
    
    DWT
    
    Rate(1)
    
    Profit Share
    
    Date(2)TBN
    
    LR1
    
    Q4 2012
    
    
    75,000TBN
    
    MR2
    
    Q1 2012
    
    
    50,000TBN
    
    MR2
    
    Q2 2012
    
    
    50,000TBN
    
    MR2
    
    Q3 2012
    
    
    50,000TBN
    
    MR2
    
    Q3 2012
    
    
    50,000TBN
    
    MR2
    
    Q4 2012
    
    
    50,000TBN
    
    MR2
    
    Q4 2012
    
    
    50,000TBN
    
    MR2
    
    Q4 2012
    
    
    50,000Options to Acquire Vessels
(5)TBN
    
    LR1
    
    Q4 2012
    
    
    75,000TBN
    
    LR1
    
    Q1 2013
    
    
    75,000
 
 (1)
    
    Net time charter-out rate per day (net of commissions).(2)
    
    Estimated dates assuming midpoint of redelivery of charterers.(3)
    
    Charterers option to extend the charter for an additional six months at $11,213 plus 60% / 40%
profit sharing.(4)
    
    Vessel subchartered at $34,843/day until Q3 2012.(5)
    
    Our option to acquire the two LR1 vessels expires in July 2011. Business Opportunities
 Competitive Strengths
  §
    
    Modern, HighQuality Fleet.We own a large fleet of modern, highquality doublehull
tankers that are designed for enhanced safety and low operating costs. We believe that
the increased enforcement of stringent environmental standards currently being imposed
throughout the world has resulted in a shift in major charterers preference towards
greater use of modern doublehull vessels. We also have a large proportion of newbuild
product and chemical tankers in our fleet. Since our inception, we have committed to and
have fully financed investments of over $1.0 billion, including investments of
approximately $0.6 billion in newbuilding constructions. Once we have taken delivery of
all of our vessels, scheduled to occur by the end of the fourth quarter of 2012, the
average age of our fleet will be 4.4 years. We believe that owning and maintaining a
modern, highquality fleet reduces offhire time and operating costs, improves safety
and environmental performance and provides us with a competitive advantage in securing
employment for our vessels.§
    
    Operating Visibility Through Contracted Revenues.All of the vessels that we have
taken delivery of, as well as the VLCC vessel that we will take delivery of in the
second quarter of 2011, are chartered out with an average remaining charter period of
approximately 5.8 years, and we believe our existing charter coverage provides us with
predictable, contracted revenues and operating visibility. As of
March 10, 2011, we have
charters covering 91.2% of available days in 2011, 57.4% of available days in 2012 and
36.3% of available days in 2013, based on the estimated scheduled delivery dates for
vessels under construction. The charter arrangements for our seven VLCC tankers, two
contracted LR1 tankers and two chemical tanker represent $107.4 million in 2011, $116.1
million in 2012 and $109.5 million in 2013 of aggregate contracted net charter revenue,
exclusive of any profit sharing.§
    
    Diversified Fleet.Our diversified fleet, which includes VLCC, product and chemical
tankers, allows us to serve our customers international crude oil, petroleum poduct
and liquid bulk chemical transportation needs. VLCC tankers transport crude oil and
operate on primarily longhaul trades from the Arabian Gulf to the Far East, North
America and Europe. Product tankers transport a large number of different refined oil
products, such as naphtha, gasoline, kerosene, jetfuel and gasoil, and principally
operate on short to mediumhaul routes. Chemical tankers transport primarily organic
and inorganic chemicals, vegetable oils and animal fats. We believe that our fleet of
vessels servicing the crude oil, product and chemical tanker transportation sectors
provides us with more balanced exposure to oil and commodities and more diverse
opportunities to generate revenues than would a focus on any single shipping sector.
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§
    
    HiqhQuality Counterparties.Our strategy is to charter our vessels to international
oil companies, refiners and large vessel operators under long, medium and shortterm
charters. We are committed to providing safe and quality transportation services and
developing and maintaining longterm relationships with our customers, and we believe
that our modern fleet will allow us to charterout our vessels to what management views
as highquality counterparties and for long periods of time. Our current charterers
include Dalian Ocean Shipping Company (DOSCO), a wholly owned subsidiary of COSCO, one
of Chinas largest stateowned enterprises specializing in global shipping, logistics
and ship building and repairing, Sinochem, a Fortune Global 500 company; Formosa
Petrochemical Corporation, a leading Taiwanese energy company; and SK Shipping Company
Limited, a leading Korean shipowner and transportation company and part of the Korean
multinational business conglomerate, the SK Group; or their affiliates.§
    
    An Experienced Management Team and a Strong Brand.We have an experienced management
team that we believe is well regarded in the shipping industry. The members of our
management team have considerable experience in the shipping and financial industries.
We also believe that we will be able to leverage the mnagement structure at Navios
Holdings, which benefits from a reputation for reliability and performance and
operational experience in both the tanker and drybulk markets. Our management team is
led by Angeliki Frangou, our Chairman and Chief Executive Officer, who has over 20 years
of experience in the shipping industry. Ms. Frangou is also the Chairman and CEO of
Navios Holdings and Navios Partners and has been a Chief Executive Officer of various
shipping and finance companies in the past. Ms. Frangou is a member of a number of
recognized shipping committees. We believe that our well respected management team and
strong brand may present us with market opportunities not afforded to other industry
participants.
 Business Strategy
  §
    
    Strategically Manage Sector Exposure.We intend to operate a fleet of crude carriers
and product and chemical tankers, which we believe will provide us with diverse
opportunities with a range of producers and consumers. As we grow our fleet, we expect
to adjust our relative emphasis among the crude oil, product and chemical tanker sectors
according to our view of the relative opportunities in these sectors. We believe that
having a mixed fleet of tankers provides the flexibility to adapt to changing market
conditions and will allow us to capitalize on sectorspecific opportunities through
varying economic cycles.§
    
    Enhance Operating Visibility With CharterOut Strategy.We believe that we are a
safe, costefficient operator of modern and wellmaintained tankers. We also believe
that these attributes, together with our strategy of proactively working towards meeting
our customers chartering needs, will contribute to our ability to attract leading
charterers as customers and to our success in obtaining attractive longterm charters.
We will also seek profit sharing arrangements in our longterm time charters, to provide
us with potential incremental revenue above the contracted minimum charter rates.
Depending on then applicable market conditions, we intend to deploy our vessels to
leading charterers on a mix of long, medium and shortterm time charters, with a greater
emphasis on longterm charters and profit sharing. We believe that this chartering
strategy will afford us opportunities to capture increased profits during strong charter
markets, while benefiting from the relatively stable cash flows and high utilization
rates associated with longer term time charters. As of March 10, 2011, we have charters
covering 91.2% of available days in 2011, 57.4% of available days in 2012 and 36.3% of
available days in 2013, based on the estimated scheduled delivery dates for vessels
under construction. We will look to secure employment for the newbuilding product
tankers we have acquired over the next two years, as we draw nearer to taking delivery
of the vessels.§
    
    Capitalize on Low Vessel Prices.We intend to grow our fleet using Navios Holdings
global network of relationships and extensive experience in the marine transportation
industry to make selective acquisitions of young, highquality, modern, doublehulled
vessels in the crude oil, product and chemical tanker transportation sectors. We are
focused on purchasing tanker assets at favorable prices. We believe that the recent
financial crisis and developments in the marine transportation industry created
significant opportunities to acquire vessels in the tanker market near historically low
prices on an inflation adjusted basis. Developments in the banking industry continue to
limit the availability of credit to shipping industry participants, creating
opportunities for wellcapitalized companies with access to additional available
financing. Although there has been a trend towards consolidation over the past 15 years,
the tanker market remains fragmented. In the ordinary course of our business, we engage
in the evaluation of potential candidates for acquisitions and strategic transactions.§
    
    Implement and Sustain a Competitive Cost Structure.Pursuant to the Management
Agreement, the Manager, a subsidiary of Navios Holdings, coordinates and oversees the
commercial, technical and administrative management of our fleet. The current technical
managers of the VLCC vessels, affiliates of the seller of such vessels, are technical
ship management companies that have provided technical management to the VLCC vessels
prior to the consummation of the VLCC Acquisition. These technical managers will
continue to provide such services for an interim period, after which the technical
management of our fleet is expected to be provided solely by the Manager. We believe
that the Manager will be able to do so at rates competitive with those that would be
available to us through independent vessel management companies. For example, pursuant
to our management agreement with Navios Holdings, management fees of our vessels are
fixed for the first two years of the
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agreement. We believe this external management arrangement will enhance the scalability of
our business by allowing us to grow our fleet without incurring significant additional
overhead costs. We believe that we will be able to leverage the economies of scale of
Navios Holdings and manage operating, maintenance and corporate costs. At the same time,
we believe the young age and highquality of the vessels in our fleet, coupled with Navios
Holdings safety and environmental record, will position us favorably within the crude
oil, product and chemical tanker transportation sectors with our customers and for future
business opportunities.
 §
    
    Leverage the Experience, Brand, Network and Relationships of Navios Holdings.We
intend to capitalize on the global network of relationships that Navios Holdings has
developed during its long history of investing and operating in the marine
transportation industry. This includes decadeslong relationships with leading
charterers, financing sources and key shipping industry players. When charter markets
and vessel prices are depressed and vessel financing is difficult to obtain, as is
currently the case, we believe the relationships and experience of Navios Holdings and
its management enhances our ability to acquire young, technically advanced vessels at
cyclically low prices and employ them under attractive charters with leading charterers.
Navios Holdings long involvement and reputation for reliability in the Asia Pacific
region have also allowed it to develop privileged relationships with many of the largest
institutions in Asia. Through its established reputation and relationships, Navios
Holdings has had access to opportunities not readily available to most other industry
participants that lack Navios Holdings brand recognition, credibility and track record.§
    
    Benefit from Navios Holdings Leading Risk Management Practices and Corporate
Managerial Support.Risk management requires the balancing of a number of factors in a
cyclical and potentially volatile environment. Fundamentally, the challenge is to
appropriately allocate capital to competing opportunities of owning or chartering
vessels. In part, this requires a view of the overall health of the market, as well as
an understanding of capital costs and returns. Navios Holdings actively engages in
assessing financial and other risks associated with fluctuating market rates, fuel
prices, credit risks, interest rates and foreign exchange rates. Navios Holdings closely
monitors credit exposure to charterers and other counterparties. Navios Holdings has
established policies designed to ensure that contracts are entered into with
counterparties that have appropriate credit history. Counterparties and cash
transactions are limited to highcredit, qualitycollateralized corporations and
financial institutions. Navios Holdings has strict guidelines and policies that are
designed to limit the amount of credit exposure. We believe that Navios Acquisition will
benefit from these established policies. In addition, we are exploring the possibility
of participating in the credit risk insurance currently available to Navios Holdings.
Navios Holdings has insured its charterout contracts through a AA+ rated governmental
agency of a European Union member state, which provides that if the charterer goes into
payment default, the insurer will reimburse it for the charter payments under the terms
of the policy for the remaining term of the charterout contract (subject to applicable
deductibles and other customary limitations for insurance). While we may seek to benefit
from such insurance, no assurance can be provided that we will qualify for or choose to
obtain this insurance.
 Our Customers
   Expenses
 Management fees:
 General and administrative expenses:
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Off-hire
  §
    
    operational deficiencies; drydocking for
repairs, maintenance or inspection; equipment
breakdowns; or delays due to accidents, crewing
strikes, certain vessel detentions or similar
problems; or§
    
    the shipowners failure to maintain the vessel
in compliance with its specifications and contractual
standards or to provide the required crew.
  Termination
  Management of Ship Operations, Administration and Safety
  
    
    bookkeeping, audit and accounting services;
    
    administrative and clerical services;
    
    banking and financial services; and
    
    client and investor relations.
  
    
    commercial management of the vessel;
    
    vessel maintenance and crewing;
    
    purchasing and insurance; and
    
    shipyard supervision.
  34




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Oil Company Tanker Vetting Process
  §
    
    terminal use, which clears a vessel to call at one of the oil majors terminals;§
    
    voyage charter, which clears the vessel for a single voyage; and§
    
    period charter, which clears the vessel for use for an extended period of time.
  Competition
  Governmental and Other Regulations
 Sources of Applicable Rules and Standards
     35




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International Environmental Regulations
  Ship Safety Regulation
    International Regulations to Prevent Pollution from Ships
     36




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International Ballast Water Requirements
  European Environmental Regulations
   International Laws Governing Civil Liability for Pollution
     37




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United States Environmental Regulations and Laws Governing Civil Liability for Pollution
       38




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39




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Greenhouse Gas Emissions
   40




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Security Regulations
  §
    
    on-board installation of automatic information systems to enhance vessel-to-vessel and
vessel-to shore communications;§
    
    on-board installation of ship security alert systems;§
    
    the development of vessel security plans; and§
    
    compliance with flag state security certification requirements.
  Inspection by Classification Societies
   §
    
    Annual Surveys:For ocean-going ships, annual surveys are conducted for the hull and the
machinery (including the electrical plant) and, where applicable, for special equipment
classed, at intervals of 12 months from the date of commencement of the class period
indicated in the certificate.§
    
    Intermediate Surveys:Extended annual surveys are referred to as intermediate surveys
and typically are conducted two and a half years after commissioning and each class
renewal. Intermediate surveys may be carried out on the occasion of the second or third
annual survey.§
    
    Class Renewal Surveys:Class renewal surveys, also known as special surveys, are carried
out for the ships hull, machinery (including the electrical plant), and for any special
equipment classed, at the intervals indicated by the character of classification for the
hull. At the special survey, the vessel is thoroughly examined, including audio-gauging, to
determine the thickness of its steel structure. Should the thickness be found to be less
than class requirements, the classification society would prescribe steel renewals. The
classification society may grant a one year grace period for completion of the special
survey. Substantial amounts of money may have to be spent for steel renewals to pass a
special survey if the vessel experiences excessive wear and tear. In lieu of the special
survey every four or five years, depending on whether a grace period was granted, a
shipowner has the option of arranging with the classification society for the vessels
integrated hull or machinery to be on a continuous survey cycle, in which every part of the
vessel would be surveyed within a five-year cycle.
 Risk of Loss and Liability Insurance
 General
  41




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Hull and Machinery Insurance
   Protection and Indemnity Insurance
    Exchange Controls
  Facilities
  42




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Employees
  Administrative Services
  Legal Proceedings
  C. Organizational Structure
  Navios Maritime Acquisition Corporation and
    
    
    
    Country ofSubsidiaries:
    
    Nature
    
    IncorporationCompany NameAegean Sea Maritime Holdings Inc.
    
    Sub-Holding Company
    
    Marshall Is.Amorgos Shipping Corporation
    
    Vessel Owning Company
    
    Marshall Is.Andros Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Antiparos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Crete Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Folegandros Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Ikaria Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Ios Shipping Corporation
    
    Vessel Owning Company
    
    Cayman Is.Kos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Mytilene Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Navios Acquisition Finance ( US ) Inc
    
    Co-Issuer
    
    DelawareNavios Maritime Acquisition Corporation
    
    Holding Company
    
    Marshall Is.Rhodes Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Serifos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
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Navios Maritime Acquisition Corporation and
    
    
    
    Country ofSubsidiaries:
    
    Nature
    
    IncorporationShinyo Dream Limited
    
    Vessel Owning Company
    
    Hong KongShinyo Kannika Limited
    
    Vessel Owning Company
    
    Hong KongShinyo Kieran Limited(1)
    
    Vessel Owning Company
    
    British Virgin Is.Shinyo Loyalty Limited
    
    Vessel Owning Company
    
    Hong KongShinyo Navigator Limited
    
    Vessel Owning Company
    
    Hong KongShinyo Ocean Limited
    
    Vessel Owning Company
    
    Hong KongShinyo Saowalak Limited
    
    Vessel Owning Company
    
    British Virgin Is.Sifnos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Skiathos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Skopelos Shipping Corporation
    
    Vessel Owning Company
    
    Cayman Is.Syros Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Thera Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.Tinos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
 
 (1)
    
    Each company has the rights over a shipbuilding contract of a tanker vessel. D. Property, plants and equipment
  
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
 Overview
    Equity Transactions
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Fleet Development
       Navios Maritime Acquisition Corporation
    
    
    
    Country of
    
    Statement of operationsand Subsidiaries:
    
    Nature
    
    Incorporation
    
    2010
    
    2009
    
    2008Company NameAegean Sea Maritime Holdings Inc.
    
    Sub-Holding Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Amorgos Shipping Corporation
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Andros Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Antiparos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Crete Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Folegandros Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    10/26  12/31
    
    
    
    
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Navios Maritime Acquisition Corporation
    
    
    
    Country of
    
    Statement of operationsand Subsidiaries:
    
    Nature
    
    Incorporation
    
    2010
    
    2009
    
    2008Ikaria Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Ios Shipping Corporation
    
    Vessel Owning Company
    
    Cayman Is.
    
    5/28  12/31
    
    
    
    Kos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Mytilene Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Navios Acquisition Finance ( US ) Inc.
    
    Co-Issuer
    
    Delaware
    
    10/05  12/31
    
    
    
    Navios Maritime Acquisition Corporation
    
    Holding Company
    
    Marshall Is.
    
    1/1  12/31
    
    1/1  12/31
    
    3/14  12/31Rhodes Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Serifos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    10/2612/31
    
    
    
    Shinyo Dream Limited
    
    Vessel Owning Company
    
    Hong Kong
    
    9/1012/31
    
    
    
    Shinyo Kannika Limited
    
    Vessel Owning Company
    
    Hong Kong
    
    9/1012/31
    
    
    
    Shinyo Kieran Limited(1)
    
    Vessel Owning Company
    
    British Virgin Is.
    
    9/1012/31
    
    
    
    Shinyo Loyalty Limited
    
    Vessel Owning Company
    
    Hong Kong
    
    9/1012/31
    
    
    
    Shinyo Navigator Limited
    
    Vessel Owning Company
    
    Hong Kong
    
    9/1012/31
    
    
    
    Shinyo Ocean Limited
    
    Vessel Owning Company
    
    Hong Kong
    
    9/1012/31
    
    
    
    Shinyo Saowalak Limited
    
    Vessel Owning Company
    
    British Virgin Is.
    
    9/1012/31
    
    
    
    Sifnos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Skiathos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Skopelos Shipping Corporation
    
    Vessel Owning Company
    
    Cayman Is.
    
    5/28  12/31
    
    
    
    Syros Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Thera Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    Tinos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28  12/31
    
    
    
    
 
 (1)
    
    Each company has the rights over a shipbuilding contract of a tanker vessel. Our Charters
   
    
    the duration of the charters;
    
    the level of spot and long-term market rates at the time of charter;
    
    decisions relating to vessel acquisitions and disposals;
    
    the amount of time spent positioning vessels;
 46




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##### Table of Contents




    
    the amount of time that vessels spend undergoing repairs and upgrades in drydock;
    
    the age, condition and specifications of the vessels; and
    
    the aggregate level of supply and demand in the tanker shipping industry.
   
    
    the customer fails to make charter payments because of its financial
inability, disagreements with us or otherwise;
    
    the customer exercises certain rights to terminate the charter the vessel;
    
    the customer terminates the charter because we fail to deliver the vessel
within a fixed period of time, the vessel is lost or damaged beyond
repair, there are serious deficiencies in the vessel or prolonged periods
of off-hire, or we default under the charter; or
    
    a prolonged force majeure event affecting the customer, including damage
to or destruction of relevant production facilities, war or political
unrest prevents us from performing services for that customer.
   Vessels Operations
    
    
    time spent on insurance and salvage claims;
 47




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##### Table of Contents




    
    time spent vetting and pre-vetting the vessels by any charterers in excess of 10 days per vessel per year;
    
    the deductible of any insurance claims relating to the vessels or for any claims that are within such deductible range;
    
    the significant increase in insurance premiums which are due to factors such as acts of God outside the control of the Manager;
    
    repairs, refurbishment or modifications, including those not covered by the guarantee of the shipbuilder or by the insurance
covering the vessels, resulting from maritime accidents, collisions, other accidental damage or unforeseen events (except to the
extent that such accidents, collisions, damage or events are due to the fraud, gross negligence or willful misconduct of the
Manager, its employees or its agents, unless and to the extent otherwise covered by insurance);
    
    expenses imposed due to any improvement, upgrade or modification to, structural changes with respect to the installation of new
equipment aboard any vessel that results from a change in, an introduction of new, or a change in the interpretation of,
applicable laws, at the recommendation of the classification society for that vessel or otherwise;
    
    costs associated with increases in crew employment expenses resulting from an introduction of new, or a change in the
interpretation of, applicable laws or resulting from the early termination of the charter of any vessel;
    
    any taxes, dues or fines imposed on the vessels or the Manager due to the operation of the vessels;
    
    expenses incurred in connection with the sale or acquisition of a vessel such as inspections and technical assistance; and
    
    any similar costs, liabilities and expenses that were not reasonably contemplated by us and the Manager as being encompassed by
or a component of the fixed daily fees at the time the fixed daily fees were determined.
   Administrative Services
  A. Operating results
 Trends and Factors Affecting Our Future Results of Operations
  
    
    the demand for seaborne transportation services;
    
    the ability of Navios Holdings commercial and chartering operations
to successfully employ our vessels at economically attractive rates,
particularly as our fleet expands and our charters expire;
 48




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##### Table of Contents




    
    the effective and efficient technical management of our vessels;
    
    Navios Holdings ability to satisfy technical, health, safety and
compliance standards of major commodity traders; and
    
    the strength of and growth in the number of our customer
relationships, especially with major commodity traders.
  
    
    the charter hire earned by our vessels under our charters;
    
    our access to capital required to acquire additional vessels and/or to implement our
business strategy;
    
    our ability to sell vessels at prices we deem satisfactory;
    
    our level of debt and the related interest expense and amortization of principal; and
    
    the level of any dividend to our stockholders.
 Period over Period Comparisons
 Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009
  Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,(in thousands of U.S. dollars)
    
    2010
    
    
    2009Revenue
    
    $
    33,568
    
    
    $
    Time charter expenses
    
    
    (355
    )
    
    
    Management fees
    
    
    (9,752
    )
    
    
    General and administrative expenses
    
    
    (1,902
    )
    
    
    (994
    )Shared based compensation
    
    
    (2,140
    )
    
    
    Transaction costs
    
    
    (8,019
    )
    
    
    Depreciation and amortization
    
    
    (10,120
    )
    
    
    Prepayment fees & write-off deferred financing costs
    
    
    (5,441
    )
    
    
    Interest income
    
    
    862
    
    
    
    346Interest expenses and finance cost, net
    
    
    (10,651
    )
    
    
    Other income, net
    
    
    404
    
    
    
    Net loss
    
    $
    (13,546
    )
    
    $
    (648
    )
  49




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##### Table of Contents



Year ended
    
    Year endedDecember 31,
    
    December 31,2010
    
    2009FLEET DATAAvailable days (1)
    
    
    1,104
    
    
    
    Operating days (2)
    
    
    1,096
    
    
    
    Fleet utilization (3)
    
    
    99.3
    %
    
    
    Vessels operating at period end
    
    
    9
    
    
    
    AVERAGE DAILY RESULTSTime Charter Equivalent per day (4)
    
    $
    30,087
    
    
    $
    
 
 (1)
    
    Available days:Available days is the total number of days a vessel is controlled by a
company less the aggregate number of days that the vessel is off-hire due to scheduled repairs
or repairs under guarantee, vessel upgrades or special surveys. The shipping industry uses
available days to measure the number of days in a period during which vessels should be capable
of generating revenues.(2)
    
    Operating days:Operating days is the number of available days in a period less the aggregate
number of days that the vessels are off-hire due to any reason, including lack of demand or
unforeseen circumstances. The shipping industry uses operating days to measure the aggregate
number of days in a period during which vessels actually generate revenues.(3)
    
    Fleet utilization:Fleet utilization is obtained by dividing the number of operating days
during a period by the number of available days during the 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 or repairs under guarantee, vessel upgrades, special surveys or vessel
positioning.(4)
    
    Time Charter Equivalent:Time Charter Equivalent 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 is a standard shipping industry performance measure used primarily to
compare daily earnings generated by vessels on time charters with daily earnings generated by
vessels on voyage charters, because charter hire rates for vessels on voyage charters are
generally not expressed in per day amounts, while charter hire rates for vessels on time
charters generally are expressed in such amounts.  Revenue:
 Time Charter Expenses:
  Management Fees:
 General and Administrative Expenses:
 50




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##### Table of Contents



Share based compensation
 Transaction costs:
 Depreciation and Amortization:
 Prepayment fees and write-off deferred financing costs:
 Interest Income:
 Interest Expense and Finance Cost, Net:
 Other income, net
 For the Year Ended December 31, 2009 compared to the period March 14, 2008 (date of inception) to
December 31, 2008
  Period from MarchYear ended
    
    
    14, 2008 (date ofDecember
    
    
    inception)  December(In thousands of U.S. dollars)
    
    31, 2009
    
    
    31, 2008RevenueGeneral and administrative expenses
    
    $
    (994
    )
    
    $
    (393
    )Interest income
    
    
    346
    
    
    
    1,440Net (loss)/income
    
    $
    (648
    )
    
    $
    1,047
 General and administrative expenses:
 51




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##### Table of Contents



Interest
income:
 B. Liquidity and Capital Resources
    Cash flows for the year ended December 31, 2010 compared to the year ended December 31, 2009:
  Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,(Expressed in thousands of U.S. dollars)
    
    2010
    
    
    2009Net cash provided by/(used in) operating activities
    
    $
    11,479
    
    
    $
    (623
    )Net cash (used in)/provided by investing activities
    
    
    (104,781
    )
    
    
    708Net cash provided by financing activities
    
    
    154,575
    
    
    
    Change in cash and cash equivalents
    
    $
    (61,273
    )
    
    $
    85
 Cash provided by/(used in) operating activities for the year ended December 31, 2010 as compared to
the year ended December 31, 2009:
    52




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##### Table of Contents



Cash (used in)/provided by investing activities for the year ended December 31, 2010 as
compared to the year ended December 31, 2009:
    Cash provided by financing activities for the year ended December 31, 2010 as compared to the year
ended December 31, 2009:
   Cash Flow for the Year Ended December 31, 2009 compared to period from March 14, 2008 (date of
inception) to December 31, 2008
  53




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##### Table of Contents



March 14, 2008Year Ended
    
    
    (date of inception) toDecember 31,
    
    
    December 31,Expressed in thousands of U.S. dollars
    
    2009
    
    
    2008Net cash (used in)/provided by operating activities
    
    $
    (623
    )
    
    $
    1,468Net cash provided by/(used in) in investing activities
    
    
    708
    
    
    
    (252,201
    )Net cash provided by financing activities
    
    
    
    
    
    
    250,735Change in cash and cash equivalents
    
    $
    85
    
    
    $
    2
 Cash used in/ (provided by) operating activities for the year ended December 31, 2009 as compared
to the Year Ended December 31, 2008:
       Cash provided by/ (used in) investing activities for the year ended December 31, 2009 as compared
to the Year Ended December 31, 2008:
   54




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##### Table of Contents



Cash provided by financing activities for the Year Ended December 31, 2009 as compared to the Year
Ended December 31, 2008:
    Reconciliation of Adjusted EBITDA to Net Cash from Operating Activities
 Year Ended
    
    
    Year EndedDecember 31, 2010
    
    
    December 31, 2009Expressed in thousands of U.S. dollars
    
    (unaudited)
    
    
    (unaudited)Net Cash from Operating Activities
    
    $
    11,479
    
    
    $
    Net increase in operating assets
    
    
    1,579
    
    
    
    Net decrease/(increase) in operating liabilities
    
    
    (5,269
    )
    
    
    Net interest cost
    
    
    15,230
    
    
    
    Deferred finance charges
    
    
    (3,456
    )
    
    
    Transaction costs
    
    
    2,400
    
    
    
    Adjusted EBITDA
    
    $
    21,963
    
    
    $
    
 Adjusted EBITDA
   55




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##### Table of Contents



Long-Term Obligations and Credit Arrangements
 8 5/8% First Priority Ship Mortgage Notes
    Credit Facilities
 Deutsche Schiffsbank AG, Alpha Bank A.E., and Credit Agricole Corporate and Investment Bank
 BNP Paribas SA Bank and DVB Bank S.E.
 DVB Bank S.E. and ABN AMRO Bank N.V.
 Marfin Egnatia Bank:
 The Navios Holdings Credit Facility
 Eurobank Ergasias S.A
 56




---



##### Table of Contents



Eurobank Ergasias S.A.
 The VLCC Acquisition Credit Facilities
       57




---



##### Table of Contents



C. Research and development, patents and licenses, etc.
  D. Trend information
  E. Off-Balance Sheet Arrangements
  F. Contractual Obligations and Contingencies
  Payments due by periodLess than
    
    
    
    
    
    
    
    
    
    
    More than(In thousands of U.S. dollars)
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years
    
    
    TotalLong term debt obligations(1)
    
    $
    5,086
    
    
    $
    91,198
    
    
    $
    13,172
    
    
    $
    599,962
    
    
    $
    709,418Loans due to related parties (2)
    
    $
    
    
    
    $
    12,391
    
    
    
    
    
    
    
    
    
    
    
    12,391Vessel deposits (3)
    
    
    132,727
    
    
    
    115,708
    
    
    
    
    
    
    
    
    
    
    
    248,435Total contractual obligations
    
    $
    137,813
    
    
    $
    219,297
    
    
    $
    13,172
    
    
    $
    599,962
    
    
    $
    970,244
 58




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##### Table of Contents



1.
    
    The amount identified does not include interest costs associated with the outstanding
credit facility which is based on LIBOR, plus the costs of complying with any applicable
regulatory requirements and a margin ranging from 2.50% to 3.00% per annum. The amount
identified does not include interest costs associated with the
outstanding credit facility which is based on LIBOR, plus the costs of complying with any
applicable regulatory requirements and a margin ranging from 2.50% to 3.00% per annum.2.
    
    The amount relates to the credit facility with Navios Holdings. The amount identified
does not include interest costs associated with the outstanding credit facility which is
based on LIBOR, plus the costs of complying with any applicable regulatory requirements and
a margin of 3.00% per annum.3.
    
    Future remaining contractual deposits for the one chemical tanker vessel, the one VLCC
vessel, the seven MR2 product tanker vessels and the four LR1 product tanker vessels to be
delivered in various dates through December 2012. Critical Accounting Policies
   Use of Estimates:
 Vessels, Net:
  Impairment of Long Lived Assets:
   Revenue Recognition:
 59




---



##### Table of Contents



Goodwill:
     Intangibles other than goodwill:
  Deferred Drydock and Special Survey Costs:
 60




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##### Table of Contents



Recent Accounting Pronouncements
 Fair Value Disclosures
  Measuring Liabilities at Fair Value
  Transfers of Financial Assets
  Subsequent Events
  Determining the Primary Beneficiary of a Variable Interest Entity
   Supplementary Pro Forma Information for Business Combinations
  61




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##### Table of Contents



Item 6. Directors, Senior Management and Employees
 A. Directors and Senior Management
  Name
    
    Age
    
    PositionAngeliki Frangou
    
    
    46
    
    
    Chairman, Chief Executive Officer and DirectorTed C. Petrone
    
    
    56
    
    
    President and DirectorNikolaos Veraros, CFA
    
    
    41
    
    
    DirectorJohn Koilalous
    
    
    80
    
    
    DirectorLeonidas Korres
    
    
    35
    
    
    Chief Financial OfficerBrigitte Noury
    
    
    64
    
    
    DirectorAnna Kalathakis
    
    
    40
    
    
    Director, Senior Vice President  Legal Risk
ManagementGeorge Galatis
    
    
    48
    
    
    DirectorVasiliki Papaefthymiou
    
    
    42
    
    
    Secretary
 Angeliki Frangou
 Ted C. Petrone
 Nikolaos Veraros, CFA,
 John Koilalous
 Leonidas Korres
 62




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##### Table of Contents



Brigitte Noury
 Anna Kalathakis
 George Galatis
 Vasiliki Papaefthymiou
 B. Executive compensation
 Board Classes
  Director Independence
  Executive Compensation
  63




---



##### Table of Contents



pro rata
  C. Board Practices
 Board committees
  Audit committee
    Nominating committee
  Code of conduct and ethics
  Conflicts of Interest
  
    
    None of our officers and directors is required to commit their full
time to our affairs and, accordingly, they will have conflicts of
interest in allocating management time among various business
activities, including those related to Navios Holdings and Navios
Partners.
    
    Each of our directors has, or may come to have other fiduciary
obligations. Angeliki Frangou, our Chairman and Chief Executive
Officer, is the Chairman and Chief Executive Officer of Navios
Holdings and Navios Partners. In addition, Ms. Frangou is the Chairman
of the board of directors of IRF European Finance Investments, Ltd.
Ted C. Petrone, our president and a member of our board of directors,
is the president of Navios Corporation, a subsidiary of Navios
Holdings, and a director of Navios Holdings. Mr. Veraros is a senior
analyst at Investments & Finance, Ltd., an investment banking firm
specializing in the shipping industry. Mr. Koilalous is the founder
and managing director of Pegasus Adjusting Services, Ltd., an
adjusting firm in the shipping industry. Ms. Kalathakis is Senior Vice
President  Legal Risk Management of Navios Holdings.
 64




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##### Table of Contents




    
    We have entered a Management Agreement, expiring May 28, 2015, with a
subsidiary of Navios Holdings, pursuant to which such subsidiary
provides certain commercial and technical ship management services for
a fixed daily fee of $6,000 per owned MR2 product tanker and chemical
tanker vessel, $7,000 per owned LR1 product tanker vessel and $10,000
per owned VLCC tanker vessel for the first two years of the term of
that agreement.
    
    We entered into an Administrative Services Agreement with Navios
Holdings, expiring on May 28, 2015, pursuant to which a subsidiary of
Navios Holdings provides certain administrative management services to
Navios Acquisition which include: bookkeeping, audit and accounting
services, legal and insurance services, administrative and clerical
services, banking and financial services, advisory services, client
and investor relations and other. Navios Holdings is reimbursed for
reasonable costs and expenses incurred in connection with the
provision of these services.
    
    We have not adopted a policy that expressly prohibits our directors,
officers, security holders or affiliates from having a direct or
indirect pecuniary interest in any investment to be acquired or
disposed of by us or in any transaction to which we are a party or
have an interest. Nor do we have a policy that expressly prohibits any
such persons from engaging for their own account in business
activities of the types conducted by us. Accordingly, such parties may
have an interest in certain transactions in which we are involved, and
may also compete with us.
 65




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##### Table of Contents



Facilities
  D. Employees
    E. Share Ownership
   PercentageAmount of
    
    ofBeneficial
    
    CommonName and Address of Beneficial Owner(1)
    
    Ownership
    
    StockNavios Maritime Holdings Inc.(2)
    
    
    26,007,551
    (2)
    
    
    53.7
    %Angeliki Frangou(3)
    
    
    1,902,628
    
    
    
    3.9
    %Ted C. Petrone
    
    
    *
    
    
    
    *Nikolaos Veraros
    
    
    *
    
    
    
    *George Galatis
    
    
    
    
    
    
    *John Koilalous
    
    
    *
    
    
    
    *Birgitte Noury
    
    
    
    
    
    
    *Anna Kalathakis
    
    
    
    
    
    
    *All of our officers and directors as a
group(3)
    
    
    2,025,275
    
    
    
    4.2
    %
 66




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##### Table of Contents



*
    
    less than one (1%) percent.(1)
    
    Unless otherwise indicated, the business address of each of the individuals is c/o Navios Maritime Holdings Inc.,
85 Akti Miaouli Street, Piraeus, Greece.(2)
    
    Navios Holdings is a U.S. public company controlled by its board of directors, which consists of the following
seven members: Angeliki Frangou (our Chairman and Chief Executive Officer), Vasiliki Papaefthymiou, Ted C. Petrone
(our president), Spyridon Magoulas, John Stratakis, Stathis Loizos and George Malanga.(3)
    
    Includes 1,502,628 shares held by Amadeus Maritime S.A. that may be deemed to be beneficially owned by Ms. Frangou. 
 Item 7. Major Stockholders and Related Party Transactions
 A. Major Stockholders
  Amountof Beneficial
    
    Percentage ofName of Beneficial Owner
    
    Ownership
    
    Common StockNavios Maritime Holdings Inc.(1)
    
    
    26,007,551
    
    
    
    53.7
    %
 
 (1)
    
    The business address of the reporting person is 85 Akti Miaouli
Street, Piraeus, Greece 185 38. The foregoing information was derived
on a Schedule 13D/A filed with the SEC on September 15, 2010. B. Related Party Transactions
     67




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##### Table of Contents



The Management Agreement
   
    
    the commercial and technical management of vessels: managing
day-to-day vessel operations including negotiating charters and other
employment contracts for the vessels and monitoring payments
thereunder, ensuring regulatory compliance, arranging for the vetting
of vessels, procuring and arranging for port entrance and clearance,
appointing counsel and negotiating the settlement of all claims in
connection with the operation of each vessel, appointing adjusters and
surveyors and technical consultants as necessary, and providing
technical support;
    
    vessel maintenance and crewing: including the supervision of the
maintenance and general efficiency of vessels and ensuring the vessels
are in seaworthy and good operating condition, arranging our hire of
qualified officers and crew, arranging for all transportation, board
and lodging of the crew, negotiating the settlement and payment of all
wages; and
    
    purchasing and insurance: purchasing stores, supplies and parts for
vessels, arranging insurance for vessels (including marine hull and
machinery insurance, protection and indemnity insurance and war risk
and oil pollution insurance).
   68




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##### Table of Contents




    
    the other party breaches the agreement;
    
    a receiver is appointed for all or substantially all of the property of the other party;
    
    an order is made to wind up the other party;
    
    a final judgment or order that materially and adversely affects the other partys
ability to perform the Management Agreement is obtained or entered and not vacated or
discharged; or
    
    the other party makes a general assignment for the benefit of its creditors, files a
petition in bankruptcy or liquidation or commences any reorganization proceedings.
   
    
    time spent on insurance and salvage claims;
    
    time spent vetting and pre-vetting the vessels by any charterers in excess of 10 days per vessel per year;
    
    the deductible of any insurance claims relating to the vessels or for any claims that are within such deductible range;
    
    the significant increase in insurance premiums which are due to factors such as acts of God outside the control of the Manager;
    
    repairs, refurbishment or modifications, including those not covered by the guarantee of the shipbuilders or by the insurance
covering the vessels, resulting from maritime accidents, collisions, other accidental damage or unforeseen events (except to the
extent that such accidents, collisions, damage or events are due to the fraud, gross negligence or willful misconduct of the
Manager, its employees or its agents, unless and to the extent otherwise covered by insurance);
    
    expenses imposed due to any improvement, upgrade or modification to, structural changes with respect to the installation of new
equipment aboard any vessel that results from a change in, an introduction of new, or a change in the interpretation of,
applicable laws, at the recommendation of the classification society for that vessel or otherwise;
    
    costs associated with increases in crew employment expenses resulting from an introduction of new, or a change in the
interpretation of, applicable laws or resulting from the early termination of the charter of any vessel;
    
    any taxes, dues or fines imposed on the vessels or the Manager due to the operation of the vessels;
    
    expenses incurred in connection with the sale or acquisition of a vessel such as inspections and technical assistance; and
    
    any similar costs, liabilities and expenses that were not reasonably contemplated by us and the Manager as being encompassed by
or a component of the fixed daily fees at the time the fixed daily fees were determined.
   69




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##### Table of Contents



The Administrative Services Agreement
   
    
    the other party breaches the agreement;
    
    a receiver is appointed for all or substantially all of the property of the other party;
    
    an order is made to wind up the other party;
    
    a final judgment or order that materially and adversely affects the other partys
ability to perform the Administrative Services Agreement is obtained or entered and not
vacated or discharged; or
    
    the other party makes a general assignment for the benefit of its creditors, files a
petition in bankruptcy or liquidation or commences any reorganization proceedings.
   
    
    bookkeeping, audit and accounting services: assistance with the maintenance of our corporate
books and records, assistance with the preparation of our tax returns and arranging for the
provision of audit and accounting services;
    
    legal and insurance services: arranging for the provision of legal, insurance and other
professional services and maintaining our existence and good standing in necessary jurisdictions;
    
    administrative and clerical services: providing office space, arranging meetings for our
security holders, arranging the provision of IT services, providing all administrative services
required for subsequent debt and equity financings and attending to all other administrative
matters necessary to ensure the professional management of our business;
    
    banking and financial services: providing cash management including assistance with preparation
of budgets, overseeing banking services and bank accounts, arranging for the deposit of funds,
negotiating loan and credit terms with lenders and monitoring and maintaining compliance
therewith;
    
    advisory services: assistance in complying with United States and other relevant securities laws;
 70




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##### Table of Contents




    
    client and investor relations: arranging for the provision of, advisory, clerical and investor
relations services to assist and support us in our communications with our security holders; and
client and investor relations; and
    
    integration of any acquired businesses.
   Registration Rights
  The Acquisition Omnibus Agreement
  Noncompetition
      71




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72




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##### Table of Contents



Rights of First Offer
    
 Item 8. Financial Information
 A. Consolidated Statements and Other Financial Information
 Consolidated Financial Statements: See Item 18.
 Legal Proceedings
  Dividend Policy
    73




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##### Table of Contents



B. Significant Changes
  
 Item 9. Listing Details
   Price RangePrice Range
    
    
    Common
    
    
    Price RangeUnits
    
    
    Stock
    
    
    WarrantsHigh
    
    
    Low
    
    
    High
    
    
    Low
    
    
    High
    
    
    LowYear Ended:December 31, 2010
    
    $
    11.54
    
    
    $
    4.96
    
    
    $
    9.95
    
    
    $
    3.84
    
    
    $
    1.58
    
    
    $
    0.45December 31, 2009
    
    $
    10.55
    
    
    $
    8.61
    
    
    $
    9.90
    
    
    $
    8.57
    
    
    $
    0.81
    
    
    $
    0.16December 31, 2008(1),(2)
    
    $
    10.20
    
    
    $
    8.40
    
    
    $
    9.40
    
    
    $
    8.08
    
    
    $
    1.05
    
    
    $
    0.14Quarter EndedMarch 31,
2011 through March 10, 2011
    
    $
    4.96
    
    
    $
    4.96
    
    
    $
    4.55
    
    
    $
    3.99
    
    
    $
    0.80
    
    
    $
    0.43December 31, 2010
    
    $
    8.31
    
    
    $
    4.96
    
    
    $
    5.80
    
    
    $
    3.84
    
    
    $
    1.40
    
    
    $
    0.68September 30, 2010
    
    $
    8.81
    
    
    $
    8.31
    
    
    $
    6.85
    
    
    $
    5.50
    
    
    $
    1.43
    
    
    $
    1.00June 30, 2010(2)
    
    $
    11.54
    
    
    $
    8.81
    
    
    $
    9.95
    
    
    $
    6.38
    
    
    $
    1.58
    
    
    $
    0.64March 31, 2010
    
    $
    10.32
    
    
    $
    10.11
    
    
    $
    9.90
    
    
    $
    9.79
    
    
    $
    0.68
    
    
    $
    0.45December 31, 2009
    
    $
    10.55
    
    
    $
    9.73
    
    
    $
    9.90
    
    
    $
    9.61
    
    
    $
    0.76
    
    
    $
    0.52September 30, 2009
    
    $
    10.05
    
    
    $
    9.47
    
    
    $
    9.60
    
    
    $
    9.37
    
    
    $
    0.81
    
    
    $
    0.40June 30, 2009
    
    $
    9.47
    
    
    $
    9.10
    
    
    $
    9.36
    
    
    $
    9.03
    
    
    $
    0.48
    
    
    $
    0.18March 31, 2009
    
    $
    9.20
    
    
    $
    8.61
    
    
    $
    9.07
    
    
    $
    8.57
    
    
    $
    0.20
    
    
    $
    0.16Month EndedMarch 31,
2011 through March 10, 2011
    
    $
    4.96
    
    
    $
    4.96
    
    
    $
    4.20
    
    
    $
    3.99
    
    
    $
    0.62
    
    
    $
    0.55February 28, 2011
    
    $
    4.96
    
    
    $
    4.96
    
    
    $
    4.41
    
    
    $
    4.00
    
    
    $
    0.55
    
    
    $
    0.55January 31, 2011
    
    $
    4.96
    
    
    $
    4.96
    
    
    $
    4.55
    
    
    $
    3.99
    
    
    $
    0.80
    
    
    $
    0.43December 31, 2010
    
    $
    6.46
    
    
    $
    4.96
    
    
    $
    4.33
    
    
    $
    3.84
    
    
    $
    1.35
    
    
    $
    0.68November 30, 2010
    
    $
    8.00
    
    
    $
    6.85
    
    
    $
    5.80
    
    
    $
    4.57
    
    
    $
    1.35
    
    
    $
    1.31October 31, 2010
    
    $
    8.31
    
    
    $
    8.00
    
    
    $
    5.59
    
    
    $
    5.45
    
    
    $
    1.40
    
    
    $
    1.25
 
 (1)
    
    Period beginning July 1, 2008.(2)
    
    The Company completed its initial vessel
acquisition on May 28, 2010. Prior to such date,
the Company was not an operating company and,
accordingly, prices prior to such date may not
be meaningful. 
 Item 10. Additional Information
 A. Share Capital
  74




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B. Memorandum and Articles of Association
  C. Material Contracts
  D. Exchange controls
  E. Taxation of Holders
 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
 Marshall Islands Tax Considerations
  Material U.S. Federal Income Tax Consequences
   Stockholders may want to consult their own tax advisers as to the
particular tax considerations applicable to them relating to the purchase, ownership and
disposition of Navios Acquisition shares, including the applicability of U.S. federal, state and
local tax laws and non-U.S. tax laws.
  75




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##### Table of Contents



U.S. Federal Income Taxation of Navios Acquisition
 Taxation of Operating Income: In General
    Exemption of Operating Income From U.S. Federal Income Taxation
     
 
  76




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77




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Taxation in Absence of Exemption
     
 
  United States Taxation of Gain on Sale of Vessels
  United States Federal Income Taxation of U.S. Holders
 Distributions
   78




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##### Table of Contents



Sale, Exchange or Other Disposition of Common Stock
  Passive Foreign Investment Company Status and Significant Tax Consequences
  
 
   79




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##### Table of Contents



Taxation of U.S. Holders Making a Timely QEF Election
   Taxation of U.S. Holders Making a Mark-to-Market Election
  80




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##### Table of Contents



Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election
  
 
 
    Certain Information Reporting Requirements
  U.S. Backup Withholding Tax and Related Information Reporting Requirements
 81




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##### Table of Contents




 
 
  NON-UNITED STATES TAX CONSIDERATIONS
 United States Federal Income Taxation of Non-U.S. Holders
  Dividends on Common Stock
  Sale, Exchange or other Disposition of Common Stock
  
    
    the gain is effectively connected with the Non-U.S.
Holders conduct of a trade or business in the United
States (and, if the Non-U.S. Holder is entitled to the
benefits of an income tax treaty with respect to that gain,
that gain is attributable to a permanent establishment
maintained by the Non-US Holder in the United States); or
    
    the Non-U.S. Holder is an individual who is present in the
United States for 183 days or more during the taxable year
of disposition or is otherwise treated as a United States
resident for income tax purposes and other conditions are
met.
  Backup Withholding and Information Reporting
  
    
    fails to provide an accurate taxpayer identification number;
    
    is notified by the IRS that the shareholder failed to report all interest or
dividends required to be shown on the shareholders federal income tax returns; or
    
    in certain circumstances, fails to comply with applicable certification requirements.
   82




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F. Dividends and paying agents
  G. Statements by experts
  H. Documents on display
  I. Subsidiary information
  
 Item 11. Quantitative and Qualitative Disclosures about Market Risks
 Foreign Exchange Risk
  83




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Interest Rate Risk
  Concentration of Credit Risk
  Inflation
  
 Item 12. Description of Securities Other than Equity Securities
  
 PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Shareholders and Use of Proceeds
  
 Item 15. Controls and Procedures
 A. Disclosure Controls and Procedures
   84




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B. Managements annual report on internal control over financial reporting
     C. Attestation report of the registered public accounting firm
  D. Changes in internal control over financial reporting
  
 Item 16A. Audit Committee Financial Expert
  Audit Committee
   
 Item 16B. Code of Ethics
 http://www.navios-acquisition.com
 85




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Item 16C. Principal Accountant Fees and Services
 Audit Fees
  Audit-Related Fees
 There were no audit-related fees billed in 2010 and 2009.
 Tax Fees
  Other Fees
  
 Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
   
 Item 16F. Change in Registrants Certifying Accountant
  
 Item 16G. Corporate Governance
  
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  86




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Item 19. Exhibits
 Exhibit No.
    
    Description1.1
    
    
    Amended and Restated Articles of Incorporation (Previously filed as
an exhibit to a Report on Form 6-K filed on June 4, 2010 and hereby incorporated by
reference.)1.2
    
    
    Articles of Amendment to the Amended and
Restated Articles of Incorporation
(Previously filed as an exhibit to a
Report on Form 6-K filed on February 10,
2011, and hereby incorporated by
reference.)1.3
    
    
    By-laws (Previously filed as an exhibit to the Navios Acquisition
Registration Statement on Form F-1, as amended (File No 333-151707)
and hereby incorporated by reference.)2.1
    
    
    Specimen Unit Certificate (Previously filed as an exhibit to the
Navios Acquisition Registration Statement on Form F-1, as amended
(File No 333-151707) and hereby incorporated by reference.)2.2
    
    
    Specimen Common Stock Certificate(Previously filed as an
exhibit to the Navios Acquisition Registration Statement on Form F-1,
as amended (File No 333-151707) and hereby incorporated by
reference.)2.3
    
    
    Specimen Warrant Certificate (Previously filed as an
exhibit to the Navios Acquisition Registration Statement on Form F-1,
as amended (File No 333-151707) and hereby incorporated by
reference.)2.4
    
    
    Credit Agreement, dated April 7, 2010 among certain vessel-owning
subsidiaries and Deutsche Schiffsbank AG, Alpha Bank A.E. and Credit
Agricole Corporate and Investment Bank (Previously filed as an
exhibit to a Report on Form 6-K filed on June 4, 2010, and hereby
incorporated by reference.)2.5
    
    
    Credit Agreement, dated April 8, 2010 among certain vessel-owning
subsidiaries and DVB Bank SE and Fortis Bank (Previously filed as an
exhibit to a Report on Form 6-K filed on June 4, 2010, and hereby
incorporated by reference.)2.6
    
    
    Form of Revolving Credit Facility with Marfin Egnatia Bank
(Previously filed as an exhibit to a Report on Form 6-K filed on June
4, 2010, and hereby incorporated by reference.)2.7
    
    
    Facility Agreement, dated May 28, 2010 among certain vessel-owning
subsidiaries and DVB Bank SE and Fortis Bank (Nederland) N.V.
(Previously filed as an exhibit to a Report on Form 6-K filed on June
4, 2010, and hereby incorporated by reference.)2.8
    
    
    Form of Amendment to Warrant Agreement between Continental Stock
Transfer & Trust Company and Navios Acquisition (Previously filed as
an exhibit to a Report on Form 6-K filed on July 29, 2010, and hereby
incorporated by reference.)2.8
    
    
    Certificate of Designation of the Series A Convertible Preferred
Stock, as filed with the Registrar of Companies of the Republic of
the Marshall Islands on September 16, 2010 (Previously filed as an
exhibit to a Report on Form 6-K filed on September 21, 2010, and
hereby incorporated by reference.)2.10
    
    
    Indenture dated October 21, 2010 (Previously filed as an exhibit to a
Report on Form 6-K filed on October 26, 2010, and hereby incorporated
by reference.)2.11
    
    
    Facility Agreement, dated October 26, 2010 (Previously filed as an
exhibit to a Report on Form 6-K filed on November 9, 2010, and hereby
incorporated by reference.)2.12
    
    
    Certificate of Designation of the Series B Convertible Preferred
Stock, as filed with the Registrar of Companies of the Republic of
the Marshall Islands on October 29, 2010 (Previously filed as an
exhibit to a Report on Form 6-K filed on November 9, 2010, and hereby
incorporated by reference.)2.13
    
    
    Facility Agreement dated December 6, 2010 (Previously filed as an
exhibit to a Report on Form 6-K filed on December 15, 2010, and
hereby incorporated by reference.)2.14
    
    
    First Supplemental Indenture dated November 9, 2010 (Previously filed
as an exhibit to a Report on Form 6-K filed on December 22, 2010, and
hereby incorporated by reference.)
 87




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Exhibit No.
    
    Description4.1
    
    
    Form of Right of First Refusal Agreement among Navios Acquisition,
Navios Holdings and Navios Partners (Previously filed as an exhibit
to the Navios Acquisition Registration Statement on Form F-1, as
amended (File No 333-151707) and hereby incorporated by reference.)4.2
    
    
    Repurchase Plan, dated April 8, 2010 (Previously filed as an exhibit
to a Report on Form 6-K filed on April 12, 2010, and hereby
incorporated by reference.)4.3
    
    
    Amendment to Buyback Agreement, dated April 8, 2010 (Previously filed
as an exhibit to a Report on Form 6-K filed on April 12, 2010, and
hereby incorporated by reference.)4.4
    
    
    Amended Co-Investment Shares Subscription Agreement, dated April 8,
2010 (Previously filed as an exhibit to a Report on Form 6-K filed on
June 4, 2010, and hereby incorporated by reference.)4.5
    
    
    Acquisition Agreement, dated April 8, 2010 between Navios Acquisition
and Navios Holdings (Previously filed as an exhibit to a Report on
Form 6-K filed on June 4, 2010, and hereby incorporated by
reference.)4.6
    
    
    Management Agreement dated May 28, 2010 between Navios Acquisition
and Navios Ship Management Inc. (Previously filed as an exhibit to a
Report on Form 6-K filed on June 4, 2010, and hereby incorporated by
reference.)4.7
    
    
    Administrative Services Agreement dated May 28, 2010 between Navios
Acquisition and Navios Ship Management Inc. (Previously filed as an
exhibit to a Report on Form 6-K filed on June 4, 2010, and hereby
incorporated by reference.)4.8
    
    
    Acquisition Omnibus Agreement dated May 28, 2010 among Navios
Acquisition, Navios Holdings and Navios Partners (Previously filed as
an exhibit to a Report on Form 6-K filed on June 4, 2010, and hereby
incorporated by reference.)4.9
    
    
    Securities Purchase Agreement dated July 18, 2010 between Navios
Acquisition and Vanship Holdings Limited (Previously filed as an
exhibit to a Report on Form 6-K filed on July 26, 2010, and hereby
incorporated by reference.)4.10
    
    
    Underwriting Agreement dated November 16, 2010 (Previously filed as
an exhibit to a Report on Form 6-K filed on November 19, 2010, and
hereby incorporated by reference.)8.1
    
    
    List of subsidiaries.11.
    
    
    Code of Business Conduct and Ethics (Previously filed as an exhibit
to the Navios Acquisition Registration Statement on Form F-1, as
amended (File No 333-151707) and hereby incorporated by reference.)12.1
    
    
    Certification by principal executive officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.*12.2
    
    
    Certification by principal financial officer pursuant to section 302
of the Sarbanes-Oxley Act of 2002.*13.1
    
    
    Certification by principal executive officer and principal financial
officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+15.1
    
    
    Consent of Rothstein Kass & Company, P.C.*15.2
    
    
    Consent of PricewaterhouseCoopers S.A.*
 
 *
    
    Filed herewith.+
    
    Furnished herewith. 88




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Signatures
  Navios Maritime Acquisition Corporation/s/ Angeliki FrangouBy:
    
    Angeliki FrangouIts:
    
    Chairman and Chief Executive Officer
 Date:
March 11, 2011
 89




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NAVIOS MARITIME ACQUISITION CORPORATION
 REPORT OF PRICEWATERHOUSECOUPERS S.A INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
    
    
    F-2REPORT OF ROTHSTEIN, KASS & COMPANY, P.C. INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
    
    
    F-3CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2010 AND 2009
    
    
    F-4CONSOLIDATED STATEMENTS OF INCOME FOR EACH OF THE YEARS ENDED
DECEMBER 31, 2010, 2009 AND 2008
    
    
    F-5CONSOLIDATED STATEMENTS OF CASH FLOWS FOR EACH OF THE YEARS ENDED
DECEMBER 31, 2010, 2009 AND 2008
    
    
    F-6CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR EACH OF THE
YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
    
    
    F-8NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    
    
    F-9
 F-1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the Shareholders and Board of Directors of
Navios Maritime Acquisition Corporation:
    
 F-2




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Report of Independent Registered Public Accounting Firm
 To
the Board of Directors and Stockholders of
Navios Maritime Acquisition Corporation
          F-3




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NAVIOS MARITIME ACQUISITION CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
  December 31,
    
    
    December 31,Notes
    
    
    2010
    
    
    2009ASSETSCurrent assetsCash and cash equivalents
    
    
    5
    
    
    $
    61,360
    
    
    $
    87Restricted cash, short term portion
    
    
    2,5
    
    
    
    15,012
    
    
    
    Accounts receivable
    
    
    7
    
    
    
    4,479
    
    
    
    Prepaid expenses & other current assets
    
    
    
    
    
    
    351
    
    
    
    55Total current assets
    
    
    
    
    
    
    81,202
    
    
    
    142Vessels, net
    
    
    8
    
    
    
    529,659
    
    
    
    Deposits for vessels acquisitions
    
    
    8
    
    
    
    296,690
    
    
    
    Deferred financing costs, net
    
    
    9
    
    
    
    18,178
    
    
    
    Goodwill
    
    
    11
    
    
    
    1,579
    
    
    
    Intangible assets  other than goodwill
    
    
    10
    
    
    
    58,992
    
    
    
    Investments
    
    
    6
    
    
    
    
    
    
    
    251,493Restricted cash, long term portion
    
    
    2,5
    
    
    
    18,787
    
    
    
    Total non-current assets
    
    
    
    
    
    
    923,885
    
    
    
    251,493Total assets
    
    
    
    
    
    $
    1,005,087
    
    
    $
    251,635LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    
    12
    
    
    $
    3,454
    
    
    $
    56Dividend payable
    
    
    13
    
    
    
    2,421
    
    
    
    Accrued expenses
    
    
    14
    
    
    
    9,219
    
    
    
    414Due to related parties
    
    
    18
    
    
    
    6,080
    
    
    
    31Deferred revenue
    
    
    
    
    
    
    2,765
    
    
    
    Deferred underwriters fees
    
    
    
    
    
    
    
    
    
    
    8,855Current portion of long term debt
    
    
    15
    
    
    
    5,086
    
    
    
    Total current liabilities
    
    
    
    
    
    
    29,025
    
    
    
    9,356Long term debt, net of current portion
    
    
    15
    
    
    
    704,332
    
    
    
    Loans due to related parties
    
    
    18
    
    
    
    12,391
    
    
    
    Unfavorable lease terms
    
    
    10
    
    
    
    5,611
    
    
    
    Total non-current liabilities
    
    
    
    
    
    
    722,334
    
    
    
    Total liabilities
    
    
    
    
    
    
    751,359
    
    
    
    9,356Commitments and contingencies
    
    
    
    
    
    
    
    
    
    
    Common stock subject to redemption,
10,119,999 shares at redemption value
$9.91 per share
    
    
    3
    
    
    
    
    
    
    
    100,289Stockholders equityPreferred stock, $0.0001 par value;
1,000,000 shares authorized; 3,540 and 0
issued and outstanding as of December 31,
2010 and December 31, 2009, respectively.
    
    
    
    
    
    
    
    
    
    
    Common stock, $0.0001 par value;
100,000,000 shares authorized; 48,410,572
and 31,625,000 shares issued and
outstanding as of December 31, 2010 and
December 31, 2009, respectively
    
    
    19
    
    
    
    5
    
    
    
    3Additional paid-in capital
    
    
    
    
    
    
    266,870
    
    
    
    141,588(Accumulated Deficit) / Retained Earnings
    
    
    
    
    
    
    (13,147
    )
    
    
    399Total stockholders equity
    
    
    
    
    
    
    253,728
    
    
    
    141,990Total liabilities and stockholders equity
    
    
    
    
    
    $
    1,005,087
    
    
    $
    251,635
  F-4




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NAVIOS MARITIME ACQUISITION CORPORATION
 
 CONSOLIDATED STATEMENTS OF INCOME
  For the periodYear ended
    
    
    Year ended
    
    
    March 14, 2008 (dateDecember 31,
    
    
    December 31,
    
    
    of inception ) toNote
    
    
    2010
    
    
    2009
    
    
    December 31, 2008Revenue
    
    
    
    
    
    $
    33,568
    
    
    $
    
    
    
    $
    Time charter expenses
    
    
    
    
    
    
    (355
    )
    
    
    
    
    
    
    Management fees
    
    
    18
    
    
    
    (9,752
    )
    
    
    
    
    
    
    General and administrative expenses
    
    
    18
    
    
    
    (1,902
    )
    
    
    (994
    )
    
    
    (393
    )Share based compensation
    
    
    18
    
    
    
    (2,140
    )
    
    
    
    
    
    
    Transaction costs
    
    
    4
    
    
    
    (8,019
    )
    
    
    
    
    
    
    Depreciation and amortization
    
    
    8,10
    
    
    
    (10,120
    )
    
    
    
    
    
    
    Prepayment penalties & write- off of
deferred finance fees
    
    
    15
    
    
    
    (5,441
    )
    
    
    
    
    
    
    Interest income
    
    
    
    
    
    
    862
    
    
    
    346
    
    
    
    1,440Interest expenses and finance cost, net
    
    
    15
    
    
    
    (10,651
    )
    
    
    
    
    
    
    Other income/(expense), net
    
    
    
    
    
    
    404
    
    
    
    
    
    
    
    Net (loss)/income
    
    
    
    
    
    $
    (13,546
    )
    
    $
    (648
    )
    
    $
    1,047Incremental fair value of securities
offered to induce warrants exercised
    
    
    
    
    
    
    (647
    )
    
    
    
    
    
    
    Net (loss)/ income attributable to
common shareholders
    
    
    
    
    
    $
    (14,193
    )
    
    $
    (648
    )
    
    $
    1,047Net (loss)/ income per share, basic
    
    
    21
    
    
    $
    (0.43
    )
    
    
    (0.03
    )
    
    
    0.08Weighted average number of shares, basic
    
    
    
    
    
    
    32,677,318
    
    
    
    21,505,001
    
    
    
    12,801,234Net (loss)/income per share, diluted
    
    
    21
    
    
    $
    (0.43
    )
    
    
    (0.02
    )
    
    
    0.06Weighted average number of shares,
diluted
    
    
    
    
    
    
    32,677,318
    
    
    
    21,505,001
    
    
    
    18,075,777
  F-5




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NAVIOS MARITIME ACQUISITION CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year ended
    
    
    Year ended
    
    
    For the period March 14, 2008December 31,
    
    
    December
    
    
    (date of inception ) toNote
    
    
    2010.
    
    
    31, 2009
    
    
    December 31, 2008Operating ActivitiesNet (loss)/income
    
    
    
    
    
    $
    (13,546
    )
    
    $
    (648
    )
    
    $
    1,047Adjustments to reconcile net (loss)/income
to net cash provided by / (used in)
operating activities:Share based compensation
    
    
    18
    
    
    
    2,140
    
    
    
    
    
    
    
    Non-cash transaction costs
    
    
    20
    
    
    
    5,619
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    8,10
    
    
    
    10,120
    
    
    
    
    
    
    
    Amortization and write-off of deferred
finance cost
    
    
    
    
    
    
    3,456
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:Decrease/ (increase) in prepaid expenses
    
    
    
    
    
    
    3,188
    
    
    
    (2
    )
    
    
    (55
    )Increase in accounts receivable
    
    
    
    
    
    
    (4,479
    )
    
    
    
    
    
    
    Increase in restricted cash
    
    
    
    
    
    
    (288
    )
    
    
    
    
    
    
    Increase in accounts payable
    
    
    
    
    
    
    3,398
    
    
    
    27
    
    
    
    30(Decrease)/ increase in accrued expenses
    
    
    
    
    
    
    (4,022
    )
    
    
    106
    
    
    
    309Increase/(decrease) in due to related parties
    
    
    
    
    
    
    5,569
    
    
    
    (106
    )
    
    
    136Increase in deferred revenue
    
    
    
    
    
    
    324
    
    
    
    
    
    
    
    Net cash provided by/ (used in) operating
activities
    
    
    
    
    
    $
    11,479
    
    
    $
    (623
    )
    
    $
    1,467Investing ActivitiesCash paid for assets acquired, net of cash
assumed
    
    
    3
    
    
    
    (76,428
    )
    
    
    
    
    
    
    Cash paid for business acquisition, net of
cash assumed
    
    
    4
    
    
    
    (102,038
    )
    
    
    
    
    
    
    Acquisition of vessels
    
    
    8
    
    
    
    (89,910
    )
    
    
    
    
    
    
    Deposits for vessel acquisition
    
    
    8
    
    
    
    (90,233
    )
    
    
    
    
    
    
    Restricted cash
    
    
    
    
    
    
    2,335
    
    
    
    
    
    
    
    Release from trust account
    
    
    6
    
    
    
    251,493
    
    
    
    708
    
    
    
    (252,201
    )Net cash (used in)/ provided by investing
activities
    
    
    
    
    
    $
    (104,781
    )
    
    $
    708
    
    
    $
    (252,201
    )Financing ActivitiesLoan proceeds, net of deferred finance fees
    
    
    15
    
    
    
    556,271
    
    
    
    
    
    
    
    Loan repayments
    
    
    15
    
    
    
    (412,245
    )
    
    
    
    
    
    
    Loans proceeds from related party
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    
    Repayment on loans from related party
    
    
    
    
    
    
    (27,609
    )
    
    
    
    
    
    
    Restricted cash
    
    
    
    
    
    
    (250
    )
    
    
    
    
    
    
    Deferred underwriters fee
    
    
    3
    
    
    
    (8,855
    )
    
    
    
    
    
    
    Net proceeds from warrant exercise
    
    
    20
    
    
    
    74,978
    
    
    
    
    
    
    
    Net proceeds from equity offering
    
    
    20
    
    
    
    33,402
    
    
    
    
    
    
    
    253,000Redemption of common stock
    
    
    3
    
    
    
    (99,312
    )
    
    
    
    
    
    
    Issuance costs for preferred shares
    
    
    20
    
    
    
    (1,805
    )
    
    
    
    
    
    
    Proceeds from issuance of warrants in
private placement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,600Payment for underwriters discount and
offering cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,889
    )Proceeds from loan payable, stockholder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500Loan repayment to stockholder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (500
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25Net cash provided by financing activities
    
    
    
    
    
    $
    154,575
    
    
    $
    
    
    
    $
    250,736Net increase in cash and cash equivalents
    
    
    
    
    
    
    61,273
    
    
    
    85
    
    
    
    2Cash and cash equivalents, beginning of year
    
    
    
    
    
    
    87
    
    
    
    2
    
    
    
    Cash and cash equivalents, end of year
    
    
    
    
    
    $
    61,360
    
    
    $
    87
    
    
    $
    2
 F-6




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##### Table of Contents



Year ended
    
    
    Year ended
    
    
    For the period March 14, 2008December 31,
    
    
    December
    
    
    (date of inception ) toNote
    
    
    2010.
    
    
    31, 2009
    
    
    December 31, 2008Supplemental disclosures of cash flow
informationCash interest paid
    
    
    
    
    
    $
    5,835
    
    
    $
    
    
    
    $
    Non  cash investing activitiesCommon stock issued for VLCC acquisition
    
    
    
    
    
    $
    10,745
    
    
    $
    
    
    
    $
    Preferred stock issued for VLCC transaction
costs
    
    
    
    
    
    $
    5,619
    
    
    $
    
    
    
    $
    Preferred stock issued for vessel deposits
    
    
    
    
    
    $
    1,649
    
    
    $
    
    
    
    $
    Capitalized financing costs
    
    
    
    
    
    $
    320
    
    
    $
    
    
    
    $
    Due to related party
    
    
    
    
    
    $
    480
    
    
    $
    
    
    
    $
    Non-cash financing activitiesDividends payable
    
    
    
    
    
    $
    2,421
    
    
    $
    
    
    
    $
    Deferred underwriters fee
    
    
    
    
    
    $
    
    
    
    $
    8,855
    
    
    $
    8,855Accrued offering costs
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    97Amount due to related party, offering costs
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    76Initial acquisition of 13 vessels (see note 3)Restricted cash
    
    
    
    
    
    $
    35,596Deposits for vessel acquisitions
    
    
    
    
    
    
    174,411Purchase options
    
    
    
    
    
    
    3,158Debt assumed
    
    
    
    
    
    
    (132,987
    )Long term liabilities
    
    
    
    
    
    
    (3,158
    )Accrued expenses
    
    
    
    
    
    
    (112
    )Total
    
    
    
    
    
    $
    76,908Cash paid, net of cash received of $57
    
    
    
    
    
    
    76,428Payable to Navios Holdings
    
    
    
    
    
    
    480Total
    
    
    
    
    
    $
    76,908VLCC Acquisition (see note 4)Purchase price:Cash consideration
    




    $
    134,270Equity issuance
    




    
    10,745Total purchase price
    




    
    145,015Fair value of assets and liabilities acquired:Vessels
    




    
    419,500Deposits for vessel acquisition
    




    
    62,575Favorable lease terms
    




    
    57,070Current Assets including cash of $32,232
    




    
    35,716Current liabilities
    




    
    (15,155
    )Long-term debt assumed (including current portion)
    




    
    (410,451
    )Unfavorable lease terms
    




    
    (5,819
    )Fair Value of net assets acquired
    




    
    143,436Goodwill
    




    $
    1,579
  F-7




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
 
 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
  Preferred Stock
    
    
    Common StockNumber
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Accumulatedof
    
    
    
    
    
    
    Number of
    
    
    
    
    
    
    Additional
    
    
    deficit)/
    
    
    TotalPreferred
    
    
    
    
    
    
    Common
    
    
    
    
    
    
    Paid-in
    
    
    Retained
    
    
    StockholdersShares
    
    
    Amount
    
    
    Units/Shares
    
    
    Amount
    
    
    Capital
    
    
    earnings
    
    
    EquityMarch 14, 2008 (date of inception)Sale of units issued to the sponsor at approximately $0.003 per unit on March 18, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    8,625,000
    
    
    $
    
    
    
    $
    25
    
    
    $
    
    
    
    $
    25Forfeiture of units issued to the sponsor on June 16, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    (2,300,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sale of 25,300,000 units on July 1, 2008 at a price of $10 per (including 10,119,999 shares of common stock subject to possible redemption)
    
    
    
    
    
    
    
    
    
    
    
    
    25,300,000
    
    
    
    3
    
    
    
    252,997
    
    
    
    
    
    
    
    253,000Proceeds from public offering subject to redemption (10,119,999 shares at redemption value) redemption value, $9.91 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100,289
    )
    
    
    
    
    
    
    (100,289
    )Underwriters discount and offering costs related to the public offering
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,745
    )
    
    
    
    
    
    
    (18,745
    )Sale of 7,600,000 warrants on July 1, 2008 at a price of $1 per warrant to the sponsors
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,600
    
    
    
    
    
    
    
    7,600Net income for the period from March 14, 2008 (date of inception) to December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,047
    
    
    
    1,047Balance, December 31 2008
    
    
    
    
    
    
    
    
    
    
    
    
    31,625,000
    
    
    $
    3
    
    
    $
    141,588
    
    
    $
    1,047
    
    
    $
    142,638Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (648
    )
    
    
    (648
    )Balance, December 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    31,625,000
    
    
    $
    3
    
    
    $
    141,588
    
    
    $
    399
    
    
    $
    141,990Common stock redeemed
    
    
    
    
    
    
    
    
    
    
    
    
    (10,021,399
    )
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (1
    )Common stock not redeemed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    978
    
    
    
    
    
    
    
    978Directors compensation (290,000 units)
    
    Note 18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,140
    
    
    
    
    
    
    
    2,140Shares Issued from Warrant Tender Program, net
    
    
    
    
    
    
    
    
    
    
    
    
    18,412,053
    
    
    
    2
    
    
    
    74,976
    
    
    
    
    
    
    
    74,978Shares issued in business acquisition
    
    Note 4
    
    
    
    
    
    
    
    
    
    
    1,894,918
    
    
    
    
    
    
    
    10,745
    
    
    
    
    
    
    
    10,745Preferred Shares issued, net of expenses
    
    Note 20
    
    
    3,540
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,463
    
    
    
    
    
    
    
    5,463Equity offering, net of offering expenses
    
    Note 20
    
    
    
    
    
    
    
    
    
    
    6,500,000
    
    
    
    1
    
    
    
    33,401
    
    
    
    
    
    
    
    33,402Dividend Declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,421
    )
    
    
    
    
    
    
    (2,421
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,546
    )
    
    
    (13,546
    )Balance, December 31, 2010
    
    
    
    
    3,540
    
    
    $
    
    
    
    
    48,410,572
    
    
    $
    5
    
    
    $
    266,870
    
    
    $
    (13,147
    )
    
    $
    253,728
  F-8




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 1: DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
       NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (a) Basis of presentation
 (b) Principles of consolidation
  F-9




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (c) Subsidiaries:
  Navios Maritime Acquisition Corporation and
    
    
    
    Country of
    
    Statement of operationsSubsidiaries:
    
    Nature
    
    Incorporation
    
    2010
    
    2009
    
    2008Company NameAegean Sea Maritime Holdings Inc.
    
    Sub-Holding Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Amorgos Shipping Corporation
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Andros Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Antiparos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Crete Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Folegandros Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    10/26 -12/31
    
    
    
    Ikaria Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Ios Shipping Corporation
    
    Vessel Owning Company
    
    Cayman Is.
    
    5/28 - 12/31
    
    
    
    Kos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Mytilene Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Navios Acquisition Finance (U.S.) Inc.
    
    Co-Issuer
    
    Delaware
    
    10/05-12/31
    
    
    
    Navios Maritime Acquisition Corporation
    
    Holding Company
    
    Marshall Is.
    
    1/1 - 12/31
    
    1/1 - 12/31
    
    3/14-12/31Rhodes Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Serifos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    10/26-12/31
    
    
    
    Shinyo Dream Limited
    
    Vessel Owning Company
    
    Hong Kong
    
    9/10-12/31
    
    
    
    Shinyo Kannika Limited
    
    Vessel Owning Company
    
    Hong Kong
    
    9/10-12/31
    
    
    
    Shinyo Kieran Limited(1)
    
    Vessel Owning Company
    
    British Virgin Is.
    
    9/10-12/31
    
    
    
    Shinyo Loyalty Limited
    
    Vessel Owning Company
    
    Hong Kong
    
    9/10-12/31
    
    
    
    Shinyo Navigator Limited
    
    Vessel Owning Company
    
    Hong Kong
    
    9/10-12/31
    
    
    
    Shinyo Ocean Limited
    
    Vessel Owning Company
    
    Hong Kong
    
    9/10-12/31
    
    
    
    Shinyo Saowalak Limited
    
    Vessel Owning Company
    
    British Virgin Is.
    
    9/10-12/31
    
    
    
    Sifnos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Skiathos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Skopelos Shipping Corporation
    
    Vessel Owning Company
    
    Cayman Is.
    
    5/28 - 12/31
    
    
    
    Syros Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Thera Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    Tinos Shipping Corporation (1)
    
    Vessel Owning Company
    
    Marshall Is.
    
    5/28 - 12/31
    
    
    
    
 
 (1)
    
    Each company has the rights over a shipbuilding contract of a tanker vessel. F-10




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (d) Use of estimates:
 (e) Cash and Cash equivalents:
 (f) Restricted Cash:
 (g) Accounts Receivable, net:
 (h) Vessels, net:
  (i)Deposits for vessels acquisitions:
 (j) Impairment of long-lived assets:
   (k) Deferred Financing Costs:
 (l) Goodwill:
  F-11




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    (m) Intangibles other than goodwill:
  (n) Deferred Drydock and Special Survey Costs:
 (o) Foreign currency translation:
 (p) Provisions:
 (q) Segment Reporting :
 F-12




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (r) Revenue and Expense Recognition
 Revenue Recognition
    Time Charter Expenses:
 Direct Vessel Expense:
 Management fees:
 General and administrative expenses :
 Deferred Revenue:
 Prepaid Expense:
 (s) Financial Instruments:
 Financial risk management:
 F-13




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 Credit risk:
 Foreign exchange risk:
 (t) (Loss)/ Earnings per Share:
 (u) Dividends:
 (v) Recent Accounting Pronouncements :
 Fair Value Disclosures
  Measuring Liabilities at Fair Value
  Transfers of Financial Assets
  Subsequent Events
  Determining the Primary Beneficiary of a Variable Interest Entity
  F-14




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  Supplementary Pro Forma Information for Business Combinations
  NOTE 3: INITIAL VESSEL ACQUISITION
     Initial Acquisition of 13 vesselsRestricted Cash
    
    $
    35,596Deposits for vessel acquisitions
    
    
    174,411Purchase options
    
    
    3,158Debt assumed
    
    
    (132,987
    )Long-term liabilities
    
    
    (3,158
    )Accrued expenses
    
    
    (112
    )Total
    
    $
    76,908Cash paid, net of cash received of $57
    
    $
    76,428Payable to Navios Holdings
    
    
    480Total
    
    $
    76,908
 NOTE 4: VLCC ACQUISITION
  F-15




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    VLCC Acquisition
 Purchase price:Cash consideration
    
    $
    134,270Equity issuance
    
    
    10,745Total purchase price
    
    
    145,015Fair value of assets and liabilities acquired:Vessels
    
    
    419,500Deposits for vessel acquisition
    
    
    62,575Favorable lease terms
    
    
    57,070Current assets including cash of $32,232
    
    
    35,716Current liabilities
    
    
    (15,155
    )Long-term debt assumed (including current portion)
    
    
    (410,451
    )Unfavorable lease terms
    
    
    (5,819
    )Fair value of net assets acquired
    
    
    143,436Goodwill
    
    $
    1,579
  Weightedaverageamortization
    
    Amortization per(years)
    
    yearFavorable lease terms
    
    
    12.5
    
    
    $
    (4,566
    )Unfavorable lease terms
    
    
    8.5
    
    
    
    683
  AccumulatedGross Amount
    
    
    Amortization
    
    
    Net Book ValueDescriptionFavorable lease terms
    
    $
    57,070
    
    
    $
    (1,236
    )
    
    $
    55,834Unfavorable lease terms
    
    
    (5,819
    )
    
    
    208
    
    
    
    (5,611
    )Balance December 31, 2010
    
    $
    51,251
    
    
    $
    (1,028
    )
    
    $
    50,223
   NOTE 5: CASH AND CASH EQUIVALENTS
  F-16




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NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 December
    
    
    December31, 2010
    
    
    31, 2009Cash on hand and at banks
    
    $
    16,117
    
    
    $
    87Short-term deposits
    
    
    45,243
    
    
    
    Total cash and cash equivalents
    
    $
    61,360
    
    
    $
    87
  NOTE 6: INVESTMENTS IN TRUST ACCOUNT
    GrossunrealizedCarrying
    
    holdingamount
    
    gains
    
    Fair valueHeld-to-maturity:U. S. Treasury securities
    
    $
    251,493
    
    
    $
    (3
    )
    
    $
    251,490
  NOTE 7: ACCOUNTS RECEIVABLE, NET
  December 31,
    
    
    December 31,2010
    
    
    2009Accounts receivable
    
    $
    4,479
    
    
    $
    Less: Provision for doubtful accounts
    
    
    
    
    
    
    Accounts receivables, net
    
    $
    4,479
    
    
    $
    
   F-17




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 8: VESSELS, NET
 Accumulated
    
    
    Net BookCost
    
    
    Depreciation
    
    
    ValueVesselsBalance at December 31, 2009
    
    $
    
    
    
    $
    
    
    
    $
    Vessels delivered from initial acquisition
    
    
    119,251
    
    
    
    (2,024
    )
    
    
    117,227VLCC Acquisition (note 4)
    
    
    419,500
    
    
    
    (7,068
    )
    
    
    412,432Balance at December 31, 2010
    
    $
    538,751
    
    
    $
    (9,092
    )
    
    $
    529,659
      NOTE 9: DEFERRED FINANCE COSTS
  Financing CostsBalance at December 31, 2009
    
    $
    Additions
    
    
    21,954Capitalized into vessel deposits
    
    
    (320
    )Amortization
    
    
    (518
    )Deferred charges written -off
    
    
    (2,938
    )Balance at December 31, 2010
    
    $
    18,178
  NOTE 10: INTANGIBLE ASSETS OTHER THAN GOODWILL
  Acquisition
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Net Book ValueBalance as of December 31, 2009
    
    $
    
    
    
    $
    
    
    
    $
    Purchase options
    
    
    3,158
    
    
    
    
    
    
    
    3,158Favorable lease terms
    
    
    57,070
    
    
    
    (1,236
    )
    
    
    55,834Total Intangible assets
    
    
    60,228
    
    
    
    (1,236
    )
    
    
    58,992Unfavorable lease terms
    
    
    (5,819
    )
    
    
    208
    
    
    
    (5,611
    )Balance as of December 31, 2010
    
    $
    54,409
    
    
    $
    (1,028
    )
    
    $
    53,381
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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  December
    
    
    December
    
    
    Period from March 14, 2008 (date of Inception)31, 2010
    
    
    31, 2009
    
    
    to December 31, 2008Unfavorable lease terms
    
    $
    208
    
    
    $
    
    
    
    $
    Favorable lease terms charter-out
    
    
    (1,236
    )
    
    
    
    
    
    
    Total
    
    $
    (1,028
    )
    
    $
    
    
    
    $
    
  WithinOne
    
    
    Year
    
    
    Year
    
    
    Year
    
    
    YearDescription
    
    Year
    
    
    Two
    
    
    Three
    
    
    Four
    
    
    Five
    
    
    ThereafterFavorable lease terms
    
    $
    4,856
    
    
    $
    5,418
    
    
    $
    5,418
    
    
    $
    5,135
    
    
    $
    4,959
    
    
    $
    30,048Unfavorable lease terms
    
    
    (683
    )
    
    
    (683
    )
    
    
    (683
    )
    
    
    (683
    )
    
    
    (683
    )
    
    
    (2,196
    )$
    4,173
    
    
    $
    4,735
    
    
    $
    4,735
    
    
    $
    4,452
    
    
    $
    4,276
    
    
    $
    27,852
 NOTE 11: GOODWILL
  December 31, 2010
    
    
    December 31, 2009Balance December 31, 2009
    
    $
    
    
    
    $
    VLCC Acquisition
    
    
    1,579
    
    
    
    Balance December 31, 2010
    
    $
    1,579
    
    
    $
    
 NOTE 12: ACCOUNTS PAYABLE
  December 31,
    
    
    December 31,2010
    
    
    2009Creditors
    
    $
    747
    
    
    $
    56Brokers
    
    
    150
    
    
    
    Professional and legal fees
    
    
    2,557
    
    
    
    Total accounts payable
    
    $
    3,454
    
    
    $
    56
 NOTE 13: DIVIDEND PAYABLE
  F-19




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NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 14: ACCRUED EXPENSES
  December 31,
    
    
    December 31,2010
    
    
    2009Accrued voyage expenses
    
    $
    434
    
    
    $
    Accrued loan interest
    
    
    7,849
    
    
    
    Accrued legal and professional fees
    
    
    936
    
    
    
    414Total accrued expenses
    
    $
    9,219
    
    
    $
    414
 NOTE 15: BORROWINGS
 December 31,2010Deutsche Schifsbank AG, Alpha Bank AE, Credit Agricole Corporate and Investment Bank
    
    $
    107,236BNP Paribas S.A. and DVB Bank SE
    
    
    36,175DVB Bank SE and ABN AMRO Bank N.V.
    
    
    50,207Marfin Egnatia Bank
    
    
    80,000Eurobank Ergasias S.A. $52.2 million
    
    
    22,800Eurobank Ergasias S.A. $52.0 million
    
    
    13,000Ship Mortage Notes
    
    
    400,000Total borrowing
    
    
    709,418Less: current portion
    
    
    (5,086
    )Total long-term borrowings
    
    $
    704,332
 Long-Term Debt Obligations and Credit Arrangements
 Senior Notes
 Ship Mortgage Notes:
  F-20




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 Credit Facilities
 Deutsche Schiffsbank AG, Alpha Bank A.E., and Credit Agricole Corporate and Investment Bank:
 BNP Paribas SA Bank and DVB Bank S.E.:
 DVB Bank S.E. and ABN AMRO Bank N.V.:
 Marfin Egnatia Bank:
 Eurobank Ergasias S.A
 Eurobank Ergasias S.A.:
 The VLCC Acquisition Credit Facilities
    F-21




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NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
       F-22




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 Guarantees
    December31,Long-Term Debt Obligations:
    
    2010YearDecember 31, 2011
    
    $
    5,086December 31, 2012
    
    
    85,086December 31, 2013
    
    
    6,112December 31, 2014
    
    
    6,586December 31, 2015
    
    
    6,586December 31, 2016 and thereafter
    
    
    599,962Total
    
    $
    709,418
 NOTE 16: FAIR VALUE OF FINANCIAL INSTRUMENTS
 Fair Value of Financial Instruments
  Cash and cash equivalents:
 Accounts payable:
 Accounts receivable:
 Other long term borrowings:
 Senior Notes:
 December 31, 2010
    
    December 31, 2009Book Value
    
    Fair Value
    
    Book Value
    
    Fair ValueCash and cash equivalents
    
    $
    61,360
    
    
    $
    61,360
    
    
    $
    87
    
    
    $
    87Restricted cash
    
    $
    33,799
    
    
    $
    33,799
    
    
    
    
    
    
    
    Accounts receivable, net
    
    $
    4,479
    
    
    $
    4,479
    
    
    
    
    
    
    
    Accounts payable
    
    $
    3,454
    
    
    $
    3,454
    
    
    $
    56
    
    
    $
    56Other Long-term debt
    
    $
    709,418
    
    
    $
    716,170
    
    
    
    
    
    
    
    Loans due to related party
    
    $
    12,391
    
    
    $
    12,391
    
    
    
    
    
    
    
    
 F-23




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 17: LEASES
 Chartered-out:
  Amount2011
    
    $
    111,3412012
    
    
    116,0512013
    
    
    109,4952014
    
    
    94,6942015
    
    
    89,447Thereafter
    
    
    430,856Total minimum lease revenue, net of commissions
    
    $
    951,884
  NOTE 18: TRANSACTIONS WITH RELATED PARTIES
      The Navios Holdings Credit Facility:
 Management fees:
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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  General and administrative expenses:
 Balance due to related parties:
  Omnibus agreement:
 NOTE 19 COMMITMENTS AND CONTINGENCIES
   AmountDecember 31, 2011
    
    $
    132,727December 31, 2012
    
    
    115,708$
    248,435
 NOTE 20: PREFERRED AND COMMON STOCK
 Preferred Stock
   F-25




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NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     Common Stock
   Warrant Exercise Program
    
    
    19,246,056 public warrants (76.13% of the public warrants then
outstanding) were exercised on a cashless basis at an exchange rate of
4.25 public warrants for one share of common stock;
    
    $78,342 of gross cash proceeds were raised from the
exercise of 15,950 of the public warrants by payment of
$5.65 cash exercise price, and 13,850,000 private warrants
owned by Navios Holdings and Angeliki Frangou, Navios
Acquisitions Chairman and Chief Executive Officer; Total
expenses associated with the Warrant Exercise Program were
$3,364.
    
    a portion of the private warrants exercised were held by
officers and directors of Navios Acquisition, 15,000 and
75,000 were exercised on a cash basis and cashless basis,
respectively.
    
    18,412,053 new shares of common stock were issued.
  NOTE 21: SEGMENT INFORMATION
  F-26




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##### Table of Contents



NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  Revenue by Geographic Region
  Year Ended
    
    
    Year Ended
    
    
    For the Period March 14, 2008December 31,
    
    
    December 31,
    
    
    (date of inception)2010
    
    
    2009
    
    
    to December 31, 2008Asia
    
    $
    27,311
    
    
    $
    
    
    
    $
    Europe
    
    
    6,257
    
    
    
    
    
    
    
    Total Revenue
    
    $
    33,568
    
    
    $
    
    
    
    $
    
 NOTE 22: (LOSS)/EARNINGS PER COMMON SHARE
   Period from March 14,Year ended
    
    
    Year ended
    
    
    2008December 31,
    
    
    December 31,
    
    
    (date of inception) to2010
    
    
    2009
    
    
    December 31, 2008Numerator:Net (Loss)/ income attributable to common stockholders
    
    $
    (13,546
    )
    
    $
    (648
    )
    
    $
    1,047Incremental fair value of securities offered to
induce warrants exercise
    
    
    (647
    )
    
    
    
    
    
    
    (Loss) / Income available to common stockholders
    
    $
    (14,193
    )
    
    $
    (648
    )
    
    $
    1,047Denominator:Denominator for basic net (loss)/ income per share 
weighted average shares
    
    
    32,677,318
    
    
    
    21,505,001
    
    
    
    12,801,234Denominator for diluted net (loss)/ income per share
 adjusted weighted average shares
    
    
    32,677,318
    
    
    
    21,505,001
    
    
    
    18,075,777Basic net (loss)/income per share
    
    $
    (0.43
    )
    
    $
    (0.03
    )
    
    $
    0.08Diluted net (loss)/income per share
    
    $
    (0. 43
    )
    
    $
    (0.02
    )
    
    $
    0.06
 F-27




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NAVIOS MARITIME ACQUISITION CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 23: INCOME TAXES
   NOTE 24: SUBSEQUENT EVENTS
   F-28