d1099816_6-k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934

For the month of May 2010

Commission File Number:  001-33179

AEGEAN MARINE PETROLEUM NETWORK INC.
(Translation of registrant's name into English)

42 Hatzikyriakou Avenue
Piraeus, Athens 185 38
Greece
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]     Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


 
 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached as Exhibit 1 is a copy of the press release of Aegean Marine Petroleum Network Inc. (the "Company"), dated May 13, 2010, announcing the Company's financial and operating results for the first quarter ended March 31, 2010.
 
Attached as Exhibit 2 is a copy of the Company's unaudited consolidated financial statements and the notes to the unaudited consolidated financial statements.
 

 

 
 

 
SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AEGEAN MARINE PETROLEUM NETWORK INC.
(registrant)


Dated:  May 17, 2010
By:  /s/ E. Nikolas Tavlarios
 
 
Name: E. Nikolas Tavlarios
Title:   President
 

 

 
 


 
 

 

Exhibit 1
 
logo
 

 
CONTACTS:
Aegean Marine Petroleum Network Inc.
(212) 763-5665
investor@ampni.com
Investor Relations:
Leon Berman, Principal
The IGB Group
(212) 477-8438

 

 
Aegean Marine Petroleum Network Inc.
Announces First Quarter 2010 Financial Results

Sales Volumes Increase 31.3%

PIRAEUS, Greece, May 13, 2010 – Aegean Marine Petroleum Network Inc. (NYSE: ANW) today announced financial and operating results for the first quarter ended March 31, 2010.

First Quarter and Year-to-Date Highlights

·      Increased sales volumes by 31.3% to 1,720,513 metric tons in Q1 2010, compared to 1,310,037 metric tons for Q1 2009.
·      Expanded net revenues to $55.3 million.
·      Recorded operating income of $17.4 million.
·      Reported EBITDA (as defined in Note 1) of $23.0 million in Q1 2010.
·      Reported net income of $14.1 million, or $0.31 basic and $0.30 diluted earnings per share; net income on an adjusted basis was $0.31 basic and
        diluted earnings per share.
·      Continued expanding global presence and logistics infrastructure:
o        Closed acquisition of Verbeke Bunkering N.V., further expanding global scale.
o        Took delivery of three double-hull bunkering tankers newbuildings.
o        Acquired double-hull Panamax tanker to be used as floating storage.
o    Announced plans to build an in-land storage facility totalling approximately three million barrels in the United Arab Emirates.
·      Completed 4,491,900 share offering, generating net proceeds of approximately $139.0 million.

The Company recorded net income for the three months ended March 31, 2010 of $14.1 million, or $0.31 basic and $0.30 diluted earnings per share. Excluding $160,000 in non-recurring expenses related to the acquisition of Verbeke Bunkering N.V., the Company reported adjusted net income of $0.31 basic and diluted earnings per share. For purposes of comparison, the Company reported net income of $4.4 million, or $0.10 basic and diluted earnings per share, for the three months ended March 31, 2009. The weighted average basic and diluted shares outstanding for the three months ended March 31, 2010 were 46,064,773 and 46,272,718, respectively. The weighted average basic and diluted shares outstanding for the three months ended March 31, 2009 were 42,553,550 and 42,553,550, respectively.

 
 

 


Total revenues for the three months ended March 31, 2010, increased by 130.8% to $843.4 million compared to $365.4 million for the same period in 2009. For the three months ended March 31, 2010, sales of marine petroleum products increased by 132.6% to $839.8 million compared to $361.0 million for the year-earlier period. Net revenue, which equals total revenue less cost of goods sold and cargo transportation expenses, increased 38.3% to $55.3 million in the first quarter of 2009 compared to $40.0 million in the year-earlier period.

For the three months ended March 31, 2010, the volume of marine fuel sold increased by 31.3% to 1,720,513 metric tons compared to 1,310,037 metric tons in the year-earlier period, as sales volumes improved in UAE and Singapore. Furthermore, results for the first quarter of 2010 included sales volumes from Aegean's new markets in the Trinidad and Tobago (April 2009) and Morocco (August 2009).

Operating income for the first quarter of 2010 was $17.4 million compared to $8.3 million for the same period in 2009. Operating expenses, excluding the cost of fuel and cargo transportation costs, increased to $39.8 million for the three months ended March 31, 2010 compared to $31.7 million for the same period in 2009. This increase was principally due to operating an expanded logistics infrastructure during the first quarter of 2010 compared to the first quarter of 2009.

E. Nikolas Tavlarios, President, commented, "We are pleased by our strong start to 2010 as we continue to execute our well-capitalized growth strategy and expand our industry leadership for the physical supply of marine fuel on a worldwide basis. During the first quarter, sales volumes climbed 31.3% compared to the year-earlier period while management strengthened the Company's future prospects. Specifically, we completed the accretive acquisition of Verbeke Bunkering N.V., solidifying our presence in the Antwerp-Rotterdam-Amsterdam region, the world's second largest bunkering market. In addition, we took delivery of three bunkering tanker newbuildings in the first quarter."

Mr. Tavlarios added, "Consistent with our goal to increase sales volumes and ensure we provide reliable service for our customers, we also acquired a double-hull Panamax tanker in the quarter that will be used as floating storage. Complementing our efforts, we are currently developing onshore storage facilities in the UAE, Jamaica and Morocco as we intend to grow our market share in these attractive regions. The substantial success we have achieved in expanding our fully integrated marine fuel solution from procurement to delivery, combined with our significant access to capital, positions Aegean Marine well to drive future performance and strengthen the Company's global brand recognition."

Liquidity and Capital Resources
 
As of March 31, 2010, the Company had cash and cash equivalents of $138.8 million and working capital of $177.8 million. Non-cash working capital, or working capital excluding cash and debt, was $263.3 million as of March 31, 2010.

Net cash used in operating activities was $20.8 million for the three months ended March 31, 2010.  Net income, as adjusted for non-cash items, was $21.2 million for the period.

Net cash used in investing activities was $56.3 million for the three months ended March 31, 2010, mainly due to advances from acquired vessel payments of $24.6 million.

Net cash provided by financing activities was $161.2 million for the three months ended March 31, 2010, primarily driven by $139.0 in net proceeds from the 4,491,900 share offering.

As of March 31, 2010, the Company had approximately $164.0 million in available liquidity to finance working capital requirements, which includes unrestricted cash and cash equivalents and available undrawn amounts under the Company's short-term working capital facilities.  Furthermore, as of March 31, 2010, the Company had funds of approximately $48.3 million available under its secured term loans to finance the construction of its new double-hull bunkering tankers.

 
 

 

Spyros Gianniotis, Chief Financial Officer, stated, "Our strong results for the first quarter of 2010 were led by sales volumes growth in Singapore and the U.A.E. as well as contributions from new markets in Morocco and Trinidad and Tobago. During the quarter, we strengthened our balance sheet by completing a share offering that generated net proceeds of approximately $139.0 million, underscoring our short-term and long-term prospects. Our considerable financial strength provides a significant competitive advantage for our Company. Going forward, we intend to capitalize on additional consolidation opportunities under favorable terms that further expand our leading role as a global independent supplier of marine fuel and increase our earnings potential for the benefit of shareholders."






 
 

 

Summary Consolidated Financial and Other Data (Unaudited)
 
   
For the Three Months Ended March 31,
 
   
2009
   
2010
 
             
   
(in thousands of U.S. dollars, unless otherwise stated)
 
Income Statement Data:
           
Sales of marine petroleum products
  $ 360,958     $ 839,757  
Voyage and other revenues
    4,464       3,605  
Total revenues
    365,422       843,362  
Cost of marine petroleum products sold
    324,380       786,122  
Salaries, wages and related costs
    10,477       12,074  
Depreciation and amortization
    4,873       6,409  
All other operating expenses
    17,389       21,320  
Operating income
    8,303       17,437  
Net financing cost
    (1,850 )     (2,577 )
FX losses, net
    (1,761 )     (831 )
Income Taxes
    (295 )     58  
Net income
  $ 4,397     $ 14,087  
                 
Basic and diluted earnings per share (U.S. dollars)
  $ 0.10     $ 0.30  
Diluted earnings per share (U.S. dollars)
  $ 0.10     $ 0.30  
                 
EBITDA(1)
    11,415       23,015  
Net cash used in operating activities
    (16,311 )     (20,842 )
Net cash used in investing activities
    (33,944 )     (56,313 )
Net cash provided by financing activities
  $ 28,835     $ 161,157  
                 
Sales Volume Data (Metric Tons) (2):
               
Total sales volumes                                                           
    1,310,037       1,720,513  
Other Operating Data:
       
Bunkering fleet, end of period number(3) 
 
31.0
 
42.0
Bunkering fleet, average number for the period(3)(4)
 
30.7
 
40.0
Special Purpose Vessels, end of period number(5).
 
1.0
 
1.0
Number of owned storage facilities, end of period(6)
 
5.0
 
5.0
         

 
 

 
 
Summary Consolidated Financial and Other Data (Unaudited)
 
   
As of
December 31, 2009
   
As of
March 31, 2010
 
             
   
(in thousands of U.S. dollars,
unless otherwise stated)
 
Balance Sheet Data:
     
Cash and cash equivalents
    54,841       138,843  
Gross trade receivables
    277,381       310,869  
Allowance for doubtful accounts
    (1,751 )     (1,490 )
Inventories
    140,115       151,429  
Current assets
    508,686       642,659  
Total assets
    967,345       1,151,990  
Trade payables
    207,282       213,860  
Current liabilities (including current portion of long-term debt)
    290,198       464,877  
Total debt
    401,037       424,009  
Total liabilities
    632,288       663,560  
Total stockholder's equity
    335,057       488,430  
                 
Working Capital Data:
               
Working capital(7) 
    218,488       177,782  
Working capital excluding cash and debt(7) 
    221,794       263,345  
                 
 
 
1.
EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by the United States generally accepted accounting principles, or U.S. GAAP, and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which the Company assesses its operating performance and because the Company believes that it presents useful information to investors regarding a company's ability to service and/or incur indebtedness. The following table reconciles net income to EBITDA for the periods presented:
 

 
   
For the Three Months Ended March 31,
 
   
2009
   
2010
 
             
Net income
    4,397       14,087  
                 
Add: Net financing cost
    1,850       2,577  
Add: Income taxes
    295       (58 )
Add: Depreciation and amortization
    4,873       6,409  
                 
EBITDA
    11,415       23,015  
                 

 

 
 

 

2.
Sales volume of marine fuel is the volume of sales of various classifications of MFO and MGO for the relevant period and is denominated in metric tons. The Company does not use the sales volume of lubricants as an indicator. 
 
The Company's markets include its physical supply operations in the United Arab Emirates, Gibraltar, Jamaica, Singapore, Northern Europe, Ghana, Vancouver, Montreal, Mexico, Portland (U.K.), Trinidad and Tobago (Southern Caribbean), Tangiers (Morocco), and Greece, where the Company conducts operations through its related company, Aegean Oil.
 
3.
Bunkering fleet comprises both bunkering vessels and barges.
 
4.
Figure represents average bunkering fleet number for the relevant period, as measured by the sum of the number of days each bunkering tanker or barge was used as part of the fleet during the period divided by the cumulative number of calendar days in the period multiplied by the number of bunkering tankers at the end of the period.   This figure does not take into account non-operating days due to either scheduled or unscheduled maintenance.
 
5.
Special Purpose Vessels consists of the Orion, a 550 dwt tanker which is based in our Greek market.
 
6.
The Company operates two Panamax tankers, the Ouranos and the Fos, and one Aframax tanker, the Leader as floating storage facilities in the United Arab Emirates, Ghana and Gibraltar respectively. Additionally, the Company operates a barge, the Mediterranean, as a floating storage facility in Greece and also has an on-land storage facility in Portland. 
 
The ownership of storage facilities allows the Company to mitigate its risk of supply shortages. Generally, storage costs are included in the price of refined marine fuel quoted by local suppliers. The Company expects that the ownership of storage facilities will allow it to convert the variable costs of this storage fee mark-up per metric ton quoted by suppliers into fixed costs of operating its owned storage facilities, thus enabling the Company to spread larger sales volumes over a fixed cost base and to decrease its refined fuel costs.
 
7.
Working capital is defined as current assets minus current liabilities. Working capital excluding cash and debt is defined as current assets minus cash and cash equivalents minus restricted cash minus current liabilities plus short-term borrowings plus current portion of long-term debt.
 
 
First Quarter 2009 Dividend Announcement
 
On May 12, 2010, the Company's Board of Directors declared a first quarter 2010 dividend of $0.01 per share payable on June 10, 2010, to shareholders of record as of May 27, 2010. The dividend amount was determined in accordance with the Company's dividend policy of paying cash dividends on a quarterly basis subject to factors including the requirements of Marshall Islands law, future earnings, capital requirements, financial condition, future prospects and such other factors as are determined by the Company's Board of Directors. The Company anticipates retaining most of its future earnings, if any, for use in operations and business expansion.

Conference Call and Webcast Information
 
Aegean Marine Petroleum Network Inc. will conduct a conference call and simultaneous Internet webcast at 8:30 a.m. ET on Thursday, May 13, 2010, to discuss its first quarter results.  Investors may access the webcast and related slide presentation, by visiting the Company's website at www.ampni.com, and clicking on the webcast link.  The conference call also may be accessed via telephone by dialing (888) 296-4302 (for U.S.-based callers) or (719) 785-1767 (for international callers) and enter the passcode: 3156493.

 
 

 

 

A replay of the webcast will be available soon after the completion of the call and will be accessible on www.ampni.com.  A telephone replay will be available through Thursday, May 27, 2010, by dialing 888-203-1112 (for U.S.-based callers) or 719-457-0820 (for international callers) and enter the passcode: 3156493.

About Aegean Marine Petroleum Network Inc.
 
Aegean Marine Petroleum Network Inc. is an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricants to ships in port and at sea. The Company procures product from various sources (such as refineries, oil producers, and traders) and resells it to a diverse group of customers across all major commercial shipping sectors and leading cruise lines. Currently, Aegean has a global presence in more than 15 markets, including Vancouver, Montreal, Mexico, Jamaica, Trinidad and Tobago, West Africa, Gibraltar, U.K., Northern Europe, Piraeus, Patras, the United Arab Emirates, Singapore, Morocco and the Antwerp-Rotterdam-Amsterdam (ARA) region.

Cautionary Statement Regarding Forward-Looking Statements
 
Matters discussed in this press release may constitute forward-looking statements.  The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business.  Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "intend," "anticipate," "estimate," "project," "forecast," "plan," "potential," "may," "should," "expect" and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include our ability to manage growth, our ability to maintain our business in light of our proposed business and location expansion, our ability to obtain double hull secondhand bunkering tankers, the outcome of legal, tax or regulatory proceedings to which we may become a party, adverse conditions in the shipping or the marine fuel supply industries, our ability to retain our key suppliers and key customers, material disruptions in the availability or supply of crude oil or refined petroleum products, changes in the market price of petroleum, including the volatility of spot pricing, increased levels of competition, compliance or lack of compliance with various environmental and other applicable laws and regulations, our ability to collect accounts receivable, changes in the political, economic or regulatory conditions in the markets in which we operate, and the world in general, our failure to hedge certain financial risks associated with our business, our ability to maintain our current tax treatments and our failure to comply with restrictions in our credit agreements and other factors.  Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks
and uncertainties.
 
A copy of the Company’s interim unaudited consolidated financial statements along with this press release have been fixed today with the U.S. Securities and Exchange Commission on Form 6-K and are available on the SEC’s website, wwe.sec.gov.
 
 

 
 

 


Exhibit 2
AEGEAN MARINE PETROLEUM NETWORK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 AS OF DECEMBER 31, 2009 AND MARCH 31, 2010
 (UNAUDITED)
 (Expressed in thousands of U.S. dollars – except for share and per share data)
 
   
December 31, 2009
   
March 31,
 2010
 
             
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 54,841     $ 138,843  
Trade receivables, net of allowance for doubtful accounts of $1,751 and $ 1,490, as of December 31, 2009 and March 31, 2010, respectively
    275,630       309,379  
Due from related companies
    8,454       14,422  
Inventories
    140,115       151,429  
Prepayments and other current assets
    24,476       23,586  
Deferred tax asset
    170       -  
Restricted cash
    5,000       5,000  
Total current assets
    508,686       642,659  
                 
FIXED ASSETS:
               
Advances for vessels under construction and acquisitions
    136,494       117,175  
Vessels, cost
    321,915       387,590  
Vessels, accumulated depreciation
    (41,993 )     (46,874 )
Vessels' net book value
    279,922       340,716  
Other fixed assets, net
    1,647       11,386  
Total fixed assets
    418,063       469,277  
                 
OTHER NON-CURRENT ASSETS:
               
Deferred charges, net
    15,376       14,523  
Concession Agreement
    7,095       7,019  
Goodwill
    17,431       17,431  
Deferred tax asset
    598       986  
Other non-current assets
    96       95  
Total assets
  $ 967,345     $ 1,151,990  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES:
               
Short-term borrowings
  $ 50,000     $ 59,600  
Current portion of long-term debt
    13,147       169,806  
Trade payables to third parties
    182,438       201,873  
Trade payables to related companies
    24,844       11,987  
Other payables to related companies
    585       6,319  
Accrued and other current liabilities
    19,184       15,292  
Total current liabilities
    290,198       464,877  
                 
LONG-TERM DEBT, net of current portion
    337,890       194,603  
                 
OTHER NON-CURRENT LIABILITIES
    4,200       4,080  
                 
COMMITMENTS AND CONTINGENCIES
    -       -  
                 
STOCKHOLDERS' EQUITY:
               
Preferred stock, $0.01 par value; 25,000,000 shares authorized, none issued
    -       -  
Common stock, $0.01 par value; 100,000,000 shares authorized;
43,009,303 and 47,688,953 shares, issued and outstanding at December 31, 2009 and March 31, 2010, respectively
    430       477  
Additional paid-in capital
    194,112       333,828  
Retained earnings
    140,515       154,125  
Total stockholders' equity
    335,057       488,430  
                 
Total liabilities and stockholders' equity
  $ 967,345     $ 1,151,990  
 
The accompanying notes are an integral part of these condensed consolidated financial statements
 
 

 

               AEGEAN MARINE PETROLEUM NETWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2010
(UNAUDITED)
(Expressed in thousands of U.S. dollars – except for share and per share data)
 
 
   
Three Months Ended
March 31,
 
   
2009
   
2010
 
             
REVENUES:
           
Sales of marine petroleum products – third parties
  $ 359,305     $ 831,890  
Sales of marine petroleum products – related companies
    1,653       7,867  
Voyage revenues
    2,687       1,524  
Other revenues
    1,777       2,081  
                 
Total revenues
    365,422       843,362  
                 
OPERATING EXPENSES:
               
Cost of marine petroleum products sold – third parties
    282,762       718,513  
Cost of marine petroleum products sold – related companies
    41,618       67,609  
Salaries, wages and related costs
    10,477       12,074  
Depreciation
    3,801       4,969  
Amortization of drydocking costs
    995       1,364  
Amortization of concession agreement
    77       76  
Other operating expenses
    17,389       21,320  
                 
Total operating expenses
    357,119       825,925  
                 
Operating income
    8,303       17,437  
                 
OTHER INCOME/(EXPENSE):
               
Interest and finance costs
    (1,857 )     (2,583 )
Interest income
    7       6  
Foreign exchange gains(losses), net
    (1,761 )     (831 )
      (3,611 )     (3,408 )
                 
Income before income taxes
    4,692       14,029  
                 
Income taxes
    (295 )     58  
                 
Net income
  $ 4,397     $ 14,087  
                 
                 
Basic earnings per common share
  $ 0.10     $ 0.30  
Diluted earnings per common share
  $ 0.10     $ 0.30  
                 
Weighted average number of shares, basic
    42,553,550       46,064,773  
Weighted average number of shares, diluted
    42,553,550       46,272,718  
 
The accompanying notes are an integral part of these condensed consolidated financial statements

 
 

 

AEGEAN MARINE PETROLEUM NETWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2010
(UNAUDITED)

(Expressed in thousands of U.S. dollars except for number of shares)
 
 
 
Common Stock
Additional
Paid-in Capital
Retained
Earnings
Accumulated
Other Comprehensive Income
 
 
Total
 
# of Shares
Par Value
     
             
             
BALANCE, December 31, 2008
42,543,608
$425
$190,658
$93,709
$211
$285,003
             
- Net income
-
-
-
4,397
-
4,397
- Dividends declared and paid
-
-
-
(428)
-
(428)
- Share-based compensation
27,114
-
721
-
-
721
- Other
-
-
-
-
(334)
(334)
             
BALANCE, March 31, 2009
42,570,722
$425
$191,379
$97,678
$(123)
$289,359
             
             
BALANCE, December 31, 2009
43,009,303
$430
$194,112
$140,515
$-
$335,057
             
- Net income
-
-
-
14,087
-
14,087
- Dividends declared and paid
-
-
-
(477)
-
(477)
- Issuance of common stock, net of issuance costs
4,491,900
45
139,002
-
-
139,047
- Share-based compensation
187,750
2
714
-
-
716
             
BALANCE, March 31, 2010
47,688,953
$477
$333,828
$154,125
$-
$488,430
             

 
The accompanying notes are an integral part of these condensed consolidated financial statements

 

 
 

 

AEGEAN MARINE PETROLEUM NETWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2010
(UNAUDITED)
(Expressed in thousands of U.S. dollars)
 
   
Three Months Ended March 31,
 
   
2009
   
2010
 
Cash flows from operating activities:
           
Net income
  $ 4,397       14,087  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
Depreciation
    3,801       4,969  
Provision for (release of) doubtful accounts
    (312 )     (261 )
Share-based compensation
    721       786  
Amortization
    1,226       1,632  
Provision for income taxes
    295       (58 )
(Increase) Decrease in:
               
Trade receivables
    4,334       (33,488 )
Due from related companies
    (3,542 )     (5,968 )
Inventories
    (21,856 )     (11,314 )
Prepayments and other current assets
    (606 )     1,060  
Increase (Decrease) in:
               
Trade payables
    (5,467 )     8,375  
Other payables to related companies
    2,043       5,734  
Accrued and other current liabilities
    (1,054 )     (3,833 )
Decrease (Increase) in other non-current assets
    (4 )     (387 )
Increase (Decrease) in other non-current liabilities
    76       119  
Payments for dry-docking
    (363 )     (2,295 )
Net cash provided by (used in) operating activities
    (16,311 )     (20,842 )
                 
Cash flows from investing activities:
               
Payments for vessels under construction
    (34,615 )     (21,856 )
Payments for vessels acquisitions
    (4,567 )     (24,630 )
Purchase of other fixed assets
    (120 )     (9,827 )
Decrease in restricted cash
    5,358       -  
Net cash used in investing activities
    (33,944 )     (56,313 )
                 
Cash flows from financing activities:
               
Proceeds from long-term debt
    121,061       108,177  
Repayment of long-term debt
    (2,007 )     (94,805 )
Repayment of capital lease obligation
    -       (310 )
Net change in short-term borrowings
    (88,777 )     9,600  
Financing costs paid
    (1,014 )     (75 )
Proceeds from the issuance of common stock
    -       147,109  
Issuance of common stock cost
    -       (8,062 )
Dividends paid
    (428 )     (477 )
Net cash provided by  financing activities
    28,835       161,157  
                 
Net increase (decrease) in cash and cash equivalents
    (21,420 )     84,002  
Cash and cash equivalents at beginning of period
    46,927       54,841  
Cash and cash equivalents at end of period
  $ 25,507     $ 138,843  
                 
 
The accompanying notes are an integral part of these condensed consolidated financial statements



 
 

 
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)

1.     Basis of Presentation and General Information:

The accompanying unaudited condensed consolidated financial statements include the accounts of Aegean Marine Petroleum Network Inc. ("Aegean") and its subsidiaries (Aegean and its subsidiaries are hereinafter collectively referred to as the "Company") and have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2010.

These unaudited condensed consolidated financial statements presented in this report should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 20-F for the year ended December 31, 2009.

The carrying amounts of cash and cash equivalents, trade accounts receivable, and trade accounts payable reported in the consolidated balance sheets approximate their respective fair values because of the short term nature of these accounts. The fair value of revolving credit facilities is estimated based on current rates offered to the Company for similar debt of the same remaining maturities. Additionally, the Company considers its creditworthiness in determining the fair value of the revolving credit facilities.  The carrying value approximates the fair market value for the floating rate loans.

2.     Adoption of New Accounting Standards:

      In June 2009, new guidance was issued with regards to the consolidation of variable interest entities ("VIE"). This guidance responds to concerns about the application of certain key provisions of the FASB Interpretation, including those regarding the transparency of the involvement with VIEs. The new guidance revises the approach to determining the primary beneficiary of a VIE to be more qualitative in nature and requires companies to more frequently reassess whether they must consolidate a VIE. Specifically, the new guidance requires a qualitative approach to identifying a controlling financial interest in a VIE and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. In addition, the standard requires additional disclosures about the involvement with a VIE and any significant changes in risk exposure due to that involvement. The guidance is effective as of the beginning of the first fiscal year that begins after November 15, 2009 and early adoption is prohibited. This guidance did not have an impact on the Company's financial statements as of March 31, 2010.

 
 

 
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)



2.     Adoption of New Accounting Standards: (Continued)

    In January 2010, new guidance clarified that all assets acquired in a business combination other than goodwill should be valued based on the fair value at the date of acquisition.  This includes difficult-to-value intangible assets that had previously been valued using the residual value method under common practice.  The guidance was effective immediately upon issuance.  This guidance did not have an impact on the Company's financial statements as of March 31, 2010.

 
 

 
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)

3.     Inventories:

The amounts shown in the accompanying condensed consolidated balance sheets are analyzed as follows:
 
   
December 31, 2009
   
March 31,
 2010
 
Held for sale:
           
   Marine Fuel Oil
    129,767       140,967  
   Marine Gas Oil
    8,921       8,802  
      138,688       149,769  
Held for consumption:
               
   Marine fuel
    263       485  
   Lubricants
    959       959  
   Stores
    24       19  
   Victuals
    181       197  
      1,427       1,660  
                 
Total
    140,115       151,429  


4.     Advances for Vessels under Construction and Acquisitions:

 
During the three months ended March 31, 2010, the movement of the account, advances for vessels under construction and acquisitions, was as follows:

Balance, January 1, 2010
    136,494  
Advances for vessels under construction and related costs
    21,726  
Additions of secondhand vessel acquisitions
    24,630  
 Vessels delivered
    (65,675 )
Balance March 31, 2010
    117,175  



On January 14, 2010, the Company signed a memorandum of agreement with a third-party seller for the purchase of a Norwegian-flagged 84,040 dwt (built in 1990) double hull bunkering tanker, the Difko Chaser (renamed "Aeolos") which it intends to position at one of its ports as a floating storage facility. The purchase price of the vessel was $6,500, which was fully paid on the delivery of the vessel on February 22, 2010.

The amounts shown in the accompanying condensed consolidated balance sheets include advance and milestone payments relating to the shipbuilding contracts with shipyards, advance and milestone payments relating to the contracts with the engineering firm, advance payments for the acquisition of assets, and any material related expenses incurred during the construction periods which were capitalized.
 






 
 

 
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)

4.      Advances for Vessels under Construction and Acquisitions: (Continued)


As of March 31, 2010, advances for vessels under construction and acquisitions is analyzed as follows:

 
           
March 31, 2010
 
Vessel Name
 
Year of
Expected Delivery
 
Contract
Amount
 
Contract Payments
Capitalized Costs
 
Total

Fujian Shipyard
DN-3800-12
 
2010
 
10,740
 
6,485
360
6,845
DN-3800-13
 
2010
 
10,740
 
6,485
306
6,791
DN-3800-14
 
2010
 
10,740
 
4,893
222
5,115
DN-3800-15
 
2010
 
10,740
 
4,893
208
5,101
Qingdao Hyundai Shipyard
QHS-216*
 
2010
 
11,382
 
10,888
521
11,409
QHS-217
 
2010
 
11,600
 
8,880
448
9,328
QHS-222
 
2010
 
11,000
 
7,930
367
8,297
QHS-223
 
2010
 
11,000
 
7,930
339
8,269
QHS-224
 
2010
 
11,000
 
7,930
366
8,296
QHS-225
 
2010
 
12,200
 
10,420
399
10,819
QHS-226
 
2010
 
12,200
 
10,420
393
10,813
QHS-227
 
2010
 
12,200
 
10,420
292
10,712
QHS-228
 
2010
 
12,200
 
7,660
270
7,930
Acquired Assets
Aeolos*
 
2010
 
6,500
 
6,500
950
7,450
                 
   
Total
 
154,242
 
111,734
5,441
117,175
 
* Vessel delivered but as of March 31, 2010, was not positioned and operational.
 

As of March 31, 2010, the remaining obligations under these contracts which are payable within 2010 are $42,508.


5.     Vessels:

During the three months ended March 31, 2010, the movement of the account, vessels, was as follows:

   
Cost
   
Accumulated Depreciation
   
Net Book Value
 
Balance, January 1, 2010
    321,915       (41,993 )     279,922  
- Vessels additions
    65,675       -       65,675  
- Depreciation
    -       (4,881 )     (4,881 )
Balance, March 31, 2010
    387,590       (46,874 )     340,716  


On January 4, 2010, the newly-constructed bunkering tanker, Kefalonia (ex-QHS-209), with a total cost of $12,408, became operational in the Company's service center in Trinidad.

On January 23, 2010, the newly-constructed bunkering tanker, Paxoi (ex-QHS-210), with a total cost of $12,363, became operational in the Company's service center in Portland.
 
 
 

 
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
5.      Vessels: (Continued)
 
        On March 17, 2010, the newly-constructed bunkering tanker, Andros (ex-DN-3800-11), with a total cost of $11,435, became operational in the Company's service center in Fujairah.

On March 18, 2010, the newly-constructed bunkering tanker, Zakynthos (ex-QHS-215), with a total cost of $12,289, became operational in the Company's service center in Fujairah.

On February 25, 2010, the Company's subsidiary, Aegean Ostria Maritime Company, entered into an agreement to purchase a related company, Aegean Gas Maritime Company, which was owned and controlled by members of the family of Mr. Dimitris Melisanidis, the Company's founder and Head of Corporate Development. Aegean Gas Maritime Company's only asset is the vessel Mediterranean, a 20,000 dwt double hull bunkering barge, which will be used by the company as a floating storage facility.  The Company accounted for the transaction as an asset acquisition. The purchase price of the vessel was $17,180. Disinterested members of the Company's board of directors determined that the purchase price was no greater than what would have been paid by a third party on an arm's length basis for the same vessel at the time it entered into the memorandum of agreement.
 
6.     Other Fixed Assets:
 
The amounts in the accompanying consolidated balance sheets are analyzed as follows:

   
Land
   
Buildings
   
Other
   
Total
 
Cost, December 31, 2009
    -       1,008       1,590       2,598  
- Additions
    8,546       1,254       27       9,827  
- Disposals
    -       -       -       -  
Cost, March 31, 2010
    8,546       2,262       1,617       12,425  
                                 
Accumulated depreciation, December 31, 2009
    -       159       792       951  
- Depreciation expense
    -       10       78       88  
Accumulated depreciation, March 31, 2010
    -       169       870       1,039  
                                 
Net book value, December 31, 2009
    -       849       798       1,647  
Net book value, March 31, 2010
    8,546       2,093       747       11,386  

On January 14, 2010, the Company's subsidiary, Aegean Caribbean Holdings, entered into an agreement to purchase a related company, Caribbean Renewable Energy Sources (CRES), which was owned and controlled by members of the family of Mr. Dimitris Melisanidis, the Company's founder and Head of Corporate Development. CRES owns a property in Jamaica that is intended to be used as a land-based storage facility.  The Company accounted for the transaction as an asset acquisition. The purchase price for the property was $9,800. Disinterested members of the Company's board of directors determined that the purchase price was no greater than what would have been paid by a third party on an arm's length basis for the same property at the time it entered into the memorandum of agreement.



 
 

 
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
 
7.     Deferred Charges:
 
 
During the three months ended March 31, 2010, the movement of the account, deferred charges was as follows:

   
Drydocking
   
Financing Costs
   
Total
 
Balance, January 1, 2010
    13,897       1,479       15,376  
- Additions
    627       75       702  
- Amortization
    (1,364 )     (191 )     (1,555 )
Balance, March 31, 2010
    13,160       1,363       14,523  
 
The amortization for drydocking costs is separately reflected in the accompanying condensed consolidated statements of income. The amortization of financing costs is included in interest and finance costs in the accompanying condensed consolidated statements of income.
 
8.     Total Debt:

The amounts comprising total debt are presented in the accompanying condensed consolidated balance sheet as follows:

 
Loan Facility
 
December 31,
2009
   
March 31,
2010
 
Short-term borrowings:
           
Revolving overdraft facility dated 03/01/2010 (1)
    -       9,600  
Revolving credit facility dated 09/17/2009
    50,000       50,000  
Total short-term borrowings
    50,000       59,600  
Long-term debt:
               
Secured syndicated term loan dated 8/30/2005
    32,140       31,540  
Secured term loan facility under
senior secured credit facility dated 12/19/2006
    28,220       27,520  
Secured term loan dated 10/25/2006
    18,384       18,262  
Secured term loan dated 10/27/2006
    13,817       13,665  
Secured syndicated term loan dated 10/30/2006
    48,865       51,697  
Secured term loan dated 7/5/2007 as amended on 09/12/2008
    19,811       26,025  
Secured syndicated term loan dated 04/24/2008
    25,300       28,700  
Secured syndicated term loan dated 07/08/2008
    12,500       12,000  
Overdraft facility under senior secured
credit facility dated 03/16/2009
    152,000       155,000  
Total
    351,037       364,409  
Less:  Current portion of long-term debt
    (13,147 )     (169,806 )
Long-term debt, net of current portion
    337,890       194,603  
 
 
 
 

 
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
 
8.     Total Debt: (Continued)
 
(1)    On March 1, 2010, the Company renewed the existing revolving overdraft facility with a Greek bank for a period ending March 15, 2011 and amended to increase the amount to $30,000. The renewed facility bears interest at LIBOR plus 2.50% for the first $10.0 million borrowed and LIBOR plus 3.50% for additional amounts outstanding. As of March 31, 2010, the outstanding balance under this facility was $9,600.
 
Included in the current portion of long-term debt balance is an amount of $155,000, which relates to our senior secured credit facility that management intends to refinance prior to its maturity in the first quarter of 2011.
 
As of March 31, 2010, the Company had an available unutilized overdraft line of $84,189 under its credit facilities, and had an available unutilized aggregate amount of $48,264 under its secured term loan facilities.
 
As of March 31, 2010 and December 31, 2009, the Company was in compliance with the financial covenants under its facility agreements.
 
The annual principal payments of long-term debt required to be made after March 31, 2010, are as follows:
 
   
Amount
 
April 1 to December 31, 2010
    10,701  
2011
    171,419  
2012
    16,419  
2013
    20,919  
2014
    14,420  
2015 and thereafter
    130,531  
      364,409  

9.     Other Operating Expenses:

The amounts in the accompanying condensed consolidated statements of income are analyzed as follows:
 

   
Three Months Ended March 31,
 
   
2008
   
2009
 
Bunkering tanker voyage expenses
    656       665  
Bunkering tanker insurance
    525       711  
Bunkering tanker repairs and maintenance
    1,242       718  
Bunkering tanker spares and consumable stores
    978       1,171  
Bunkering tanker consumption
of marine petroleum products
    2,855       5,266  
Bunkering tanker other operating expenses
    3,504       4,377  
Cargo transportation
    1,024       1,947  
Provision for doubtful accounts
    (241 )     (251 )
Operating costs of storage facilities
    641       432  
Port and related expenses
    956       1,342  
General and administrative
    3,180       3,577  
Broker commissions
    624       634  
Other
    1,445       731  
Total
    17,389       21,320  


 
 

 
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
10.
Contingencies:

In November 2005, an unrelated party filed a declaratory action against one of the Company's subsidiaries before the First Instance Court of Piraeus, Greece. The plaintiff asserted that he was instrumental in the negotiation of the Company's eight-year Fuel Purchase Agreement with a government refinery in Jamaica and sought a judicial affirmation of his alleged contractual right to receive a commission of $1.00 per metric ton over the term of the contract. In December 2008, the First Instance Court of Piraeus dismissed the plaintiff's action. While the plaintiff's action was pending in Greece, the plaintiff commenced a new action involving the same cause of action before the Commercial Court of Paris, France, which dismissed that action in June 2009.  Plaintiff's appeal of the dismissal was denied by the Paris Court of Appeal in February 2010. The Company does not believe that the outcome of this lawsuit will have a material effect on the Company.

In January 2010, a former director of our Ghanaian subsidiary and a company controlled by him, commenced an action in Ghana against two of our subsidiaries for alleged wrongful termination of such director's directorship and deprivation of an opportunity to hold 70% shares in an oil trading company and 30% shares in a shipping agency allegedly agreed to be formed by the parties. The plaintiffs are seeking a payment of approximately $7 million and damages for breach of trust, extreme mental anguish, pain and suffering, and loss of earnings.  The Company believes that the plaintiffs's claims are unwarranted and that the outcome of this litigation will have no material effect on the Company.

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of business. In addition, losses may arise from disputes with charterers and agents and insurance and other claims with suppliers relating to the operations of the Company's vessels.  Currently, management is not aware of any such claims or contingent liabilities for which a provision should be established in these condensed consolidated financial statements.

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the Company's exposure. Currently, management is not aware of any such claims or contingent liabilities for which a provision should be established in these condensed consolidated financial statements. The Company's Protection and Indemnity ("P&I") insurance policies cover third-party liability and other expenses related to injury or death of crew, passengers and other third parties, loss or damage of cargo, claims arising from collisions with other vessels, damage to other third-party property, and pollution arising from oil or other substances.  The Company's coverage under the P&I insurance policies, except for pollution, are unlimited. Coverage for pollution is $1 billion per vessel per incident.
 
 
 

 
11.  Capital Leases:

The Company leases Barge PT 22 under a capital lease.  The annual future minimum lease payments under the capital lease, of Barge PT 22, together with the present value of the net minimum lease payments required to be made after March 31, 2010, are as follows:
 
   
Amount
 
April 1 to December 31, 2010
  $ 929  
2011
    1,239  
2012
    1,239  
2013
    1,239  
2014
    413  
Total minimum lease payments
    5,059  
Less: imputed interest
    (755 )
Present value of minimum lease payments
    4,304  
Current portion of capitalized lease obligations
    (928 )
Long-term capitalized lease obligations
  $ 3,376  

The current portion of the capitalized lease obligations is included in the accrued and other current liabilities in the accompanying condensed consolidated balance sheets while the long-term obligations of the capitalized lease is included in the other non-current liabilities in the accompanying condensed consolidated balance sheets.
 
12.  Equity Incentive Plan:
 
The Company measures stock-based compensation cost at grant date, based on the estimated fair value of the award which is determined by the closing price of the Company's common stock traded on the NYSE on the grant date, and recognizes the cost as expense on a straight-line basis (net of estimated forfeitures) over the vesting period. The expense is recorded in salaries, wages and related costs in the accompanying consolidated statements of income. Aegean is incorporated in a non-taxable jurisdiction and accordingly, no deferred tax assets are recognized for these stock-based incentive awards.
 
All grants of stock issued under the 2006 Plan are subject to accelerated vesting upon certain circumstances set forth in the 2006 Plan.
 
The following table summarizes the status of the Company's unvested restricted stock outstanding for the three months ended March 31, 2010:
 
   
Unvested Restricted Stock
   
Weighted Average Grant Date Market Price
 
January 1, 2010
    385,609       24.03  
Granted
    187,750       27.02  
Vested
    (46,239 )     15.69  
March 31, 2010
    527,120       25.83  
 
The grant-date market prices of the unvested stock are determined by the closing price of the Company's common stock traded on the NYSE on the grant date. Total compensation cost of $786 was recognized and included under salaries, wages and related costs in the accompanying condensed consolidated statement of income for the three months ended March 31, 2010.
 

 
 

 
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)

12.   Equity Incentive Plan: (Continued)
 
As of March 31, 2010, there was $9,584 of total unrecognized compensation cost related to share-based compensation awards, which is expected to be recognized as compensation expense over a weighted average period of 3.1 years as follows:
 
   
Amount
 
April 1 to December 31, 2010
  $ 3,191  
2011
    2,810  
2012
    2,059  
2013
    997  
2014
    527  
    $ 9,584  
 
13.
Common Stock and Additional Paid-In Capital:

Aegean was formed on June 6, 2005, under the laws of Marshall Islands. The Company's authorized common and preferred stock since inception consisted of 100,000,000 common shares (all in registered form), par value $0.01 per share and 25,000,000 preferred shares (all in registered form), par value $0.01 per share. The holders of the common shares are entitled to one vote on all matters submitted to a vote of stockholders and to receive all dividends, if any. The Company's board of directors shall have the authority to establish such series of preferred stock and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolutions providing for the issue of such preferred stock.
 
As of March 31, 2010, the Company had no shares of preferred stock issued and outstanding and had 47,688,953 shares of common stock, with a par value of $0.01, issued and outstanding.
 
During the three months ended March 31, 2010, the Company declared and paid dividends of $0.01 per share totaling to $477.
 
In August 2009, the Company authorized and declared a dividend distribution of one preferred share purchase right (a "Right") on each outstanding share of its common stock.  The dividend distribution was made to shareholders of record as of August 14, 2009.  The rights will become exercisable and trade separately from the common stock upon the earlier of (i) 10 days following the public announcement or disclosure that a person or group (an "Acquiring Person") has acquired beneficial ownership, or obtained the right to acquire, 15 percent or more of the outstanding common stock  or (ii) ten business days following the commencement of, or the announcement of an intention to make, a tender offer or exchange offer, the consummation of which would result in such a group or person becoming an Acquiring Person.  In such circumstances, each right entitles shareholders to buy one one-thousandth of a share of a new series of junior participating preferred stock at a purchase price of $100.00.  In the event that the rights are triggered, shareholders of record will be able to exercise each right to receive, upon payment of the exercise price, shares of common stock having a market value equal to twice the exercise price.  An Acquiring Person will not be entitled to exercise any rights.  As of March 31, 2010, no such events had occurred, and no rights have been exercised.

 
 

 
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
 
13.  Common Stock and Additional Paid-In Capital: (Continued)

On January 27, 2010, the Company completed its public offering in the United States under the United States Securities Act. In this respect, 4,491,900 shares of common stock at par value $0.01 were issued for $32.75 per share. The proceeds of the public offering, net of underwriting commissions of $7,355 and net of issuance cost of $707 amounted to $139,047.
 
14.
Earnings per Common Share:

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the granting of non-vested share-based compensation awards (refer to Note 12), for which the assumed proceeds upon grant are deemed to be the amount of compensation cost attributable to future services and not yet recognized using the treasury stock method, to the extent dilutive.
 
Non-vested share-based payment awards that contain rights to receive non forfeitable dividends or dividend equivalents (whether paid or unpaid) and participate equally in undistributed earnings are participating securities, and thus, are included in the two-class method of computing earnings per share.
 
The components of the calculation of basic earnings per common share and diluted earnings per common share are as follows:
 
   
Three Months Ended March 31,
 
   
2009
   
2010
 
             
Net income
  $ 4,397     $ 14,087  
                 
Less: Dividends declared and undistributed earnings allocated to unvested shares
    (37 )     (138 )
Basic and diluted income
Available to common stockholders
  $ 4,360     $ 13,949  
                 
Basic weighted average number
of common shares outstanding
    42,553,550       46,064,773  
                 
Add: Dilutive effect of non-vested shares
    -       207,945  
                 
Diluted weighted average number
of common shares outstanding
    42,553,550       46,278,718  
                 
Basic earnings per common share
  $ 0.10     $ 0.30  
Diluted earnings per common share
  $ 0.10     $ 0.30  

 
 
 

 


15.
Income Taxes:
 
The Company operates through its subsidiaries, which are subject to several tax jurisdictions. The income tax (expense)/ benefit for the periods presented and the respective effective tax rates for such periods are as follows:
 
 
   
Period Ended March 31,
 
   
2009
   
2010
 
Current tax expense
    (295 )     (108 )
Deferred tax benefit
    -       166  
Income tax  (expense) benefit
    (295 )     58  
                 
Effective tax rate Reconciliation
    18.72 %     (56.86 %)
 
Our provision for income taxes for each of the three-month periods ended March 31, 2009 and 2010 was calculated for our Belgian and Canadian companies that are subject to federal and state income taxes.
 
The reconciliation between the calculated effective tax rate on income from continuing operations and the statutory tax rates applied to our subsidiaries for the periods presented is as follows:

   
Period Ended March 31,31,
 
   
2009
   
2010
 
Income tax on profit/(loss) before tax at statutory rates
    (494 )     (7 )
Effect of permanent differences
    199       65  
Total tax (expense) benefit Reconciliation
    (295 )     58  

 
Deferred income taxes, that derive from our Belgian subsidiary, are the result of provisions of the tax laws that either require or permit certain items of income or expense to be reported for tax purposes in different periods than they are reported for financial reporting.

In the accompanying balance sheets, the deferred income tax assets are included in the non-current assets by the amount of $986. Of the $986 deferred tax asset at March 31, 2010 that are carryforwards, the $506 will expire in 2016, if unused. The remaining balance does not expire.

16.
Business Segments and Geographical Information:

The Company is primarily a physical supplier in the downstream marine petroleum products industry. Marine petroleum products mainly consist of different classifications of marine fuel oil, marine gas oil and lubricants.
 
      The Company cannot and does not identify expenses, profitability or other financial performance measures by type of marine petroleum product supplied, geographical area served, nature of services performed or on anything other than on a consolidated basis (although the Company is able to segregate revenues on these various bases). As a result, management, including the chief operating decision maker, reviews operating results on a consolidated basis only. Therefore, the Company has determined that it has only one operating segment.
 

 
 

 
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
 
16.  Business Segments and Geographical Information: (Continued)
 
The Company is domiciled in the Marshall Islands but provides no services in that location.  It is impracticable to disclose revenues from external customers attributable to individual foreign countries because where the customer is invoiced is not necessarily the country of domicile.  In addition, due to the nature of the shipping industry, where services are provided on a worldwide basis, the country of domicile of the customer does not provide useful information regarding the risk that this disclosure is intended to address.
 
The Company's long-lived assets mainly consist of bunkering tankers which are positioned across the Company's existing territories and which management, including the chief operating decision maker, review on a periodic basis and reposition among the Company's existing or new territories to optimize the vessel per geographical territory ratio.
 
The Company's vessels operate within or outside the territorial waters of each geographical location and, under international law; shipping vessels usually fall under the jurisdiction of the country of the flag they sail. The Company's vessels are not permanently located within particular territorial waters and the Company is free to mobilize all its vessels worldwide at its own discretion.
 
17.  Subsequent Events:

Acquisition of Verbeke Bunkering Business. On April 1, 2010, the Company completed the acquisition of 100% of the Verbeke Bunkering Business (with the exception of certain insignificant minority holdings), for approximately $59,200 (Euro 43.9 million) out of which approximately $13,500 was attributable to reimbursement of working capital. Verbeke Bunkering is a leading physical supplier of marine fuel in the Antwerp-Rotterdam-Amsterdam (ARA) region, including surrounding ports of Ghent, Zeebruges, Flushing, Terneuzen, and Sluiskil. As the purchase price allocation is still being completed, it is impractible to provide more detailed financial information at this stage.
  
Fujairah in-land storage facility. The Company has agreed to assume from a related party a 25-year terminal lease agreement, which includes an option for an additional 25 years, with the Municipality of Fujairah, and to build an in-land storage facility in the United Arab Emirates. The Company is expected to complete the construction of the new facility within the next 18 to 24 months.
 
Delivery of  newbuilding.  On April 22, 2010, the Company took delivery of the Kythira, a 5,500 dwt double hull bunkering tanker newbuilding from the Qingdao Hyundai Shipyard in China. The cost of construction of the vessel was $11,405.  The Kythira is deployed in the Company's service center in Fujairah.
 
Sale of vessel. On April 30, 2010, the Company completed the sale and delivered the Aegean Pride I, a 11,538 dwt double-hull bunkering tanker, to a third-party purchaser. The vessel was sold for $1,900, resulting in a book loss of $1,540.
 
Delivery of newbuilding.  On May 5, 2010, the Company took delivery of the Dilos, a 4,600 dwt double hull bunkering tanker newbuilding from the Fujian Southeast Shipyard in China. The cost of construction of the vessel was $10,789.  The Dilos is deployed in the Company's service center in West Africa.
 
Acquisition of Shell Las Palmas Terminal.   On May 13, 2010, the Company entered into an agreement to acquire from Shell Espana S.A. the assets and operations of Shell Las Palmas terminal in the Canary Islands, or the Shell Las Palmas Business.  The Shell Las Palmas terminal occupies an area of approximately 20,000 square meters, providing bunkering services for a diverse group of ship operators primarily along major trans-Atlantic seaborne trade routes. The terminal includes a lubricants plant, dedicated land-based storage facilities with approximately 61,000 metric tons of capacity as well as on-site blending facilities to mix all grades of fuel oils and distillates.  The aggregate purchase price for the Shell Las Palmas Business will be calculated based on a formula of a basic purchase price of $10,300, adjusted for the level of fuel inventory.  The Company expects the Shell Las Palmas Business acquisition to close by the end of July 2010.