UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
[ ] REPORT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
OR
[ ] 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 _________________
Commission file number 001-33179
AEGEAN MARINE PETROLEUM NETWORK INC.
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(Exact name of Registrant as specified in its charter)
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(Translation of Registrant's name into English)
The Republic of the Marshall Islands
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(Jurisdiction of incorporation or organization)
42 Hatzikyriakou Avenue, Piraeus 185 38 Athens, Greece
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(Address of principal executive offices)
Securities registered or to be registered pursuant to section 12(b) of the Act.
Title of each class Name of each exchange on which registered
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Common stock, par value $0.01 per share New York Stock Exchange
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Securities registered or to be registered pursuant to section 12(g) of the Act.
NONE
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(Title of class)
* Not for trading, but only in connection with the registration of American
Depositary Shares, pursuant to the requirements of the Securities and
Exchange Commission.
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
NONE
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(Title of class)
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
42,517,143 shares of common stock, par value $0.01 per share.
Indicate by check mark if the registrant is well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes No X
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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.
Yes No X
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Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
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 period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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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 Accelerated filer Non-accelerated filer X
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Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 X Item 18
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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).
Yes No X
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TABLE OF CONTENTS
PART I
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ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS.........1
ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE.......................1
ITEM 3 - KEY INFORMATION...............................................1
ITEM 4 - INFORMATION ON THE COMPANY...................................14
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS.................27
ITEM 5A - UNRESOLVED STAFF COMMENTS...................................27
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES...................50
ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS............55
ITEM 8 - FINANCIAL INFORMATION........................................58
ITEM 9 - THE OFFER AND LISTING........................................58
ITEM 10 - ADDITIONAL INFORMATION......................................59
ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.................................................64
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES..................................................65
PART II
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ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.............65
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS.........................................65
ITEM 15 - CONTROLS AND PROCEDURES.....................................65
ITEM 16A- AUDIT COMMITTEE FINANCIAL EXPERT............................65
ITEM 16B- CODE OF ETHICS..............................................65
ITEM 16C- PRINCIPAL ACCOUNTANT FEES AND RELATED SERVICES..............66
ITEM 16D- EXCEPTION FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEE...................................................66
ITEM 16E- PURCHASES OF EQUITY SECURITIES BY ISSUER AND AFFILIATES.....66
PART III
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ITEM 17 - FINANCIAL STATEMENTS........................................66
ITEM 18 - FINANCIAL STATEMENTS........................................66
ITEM 19 - EXHIBITS....................................................66
INDEX TO FINANCIAL STATEMENTS.........................................F-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this report 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.
Aegean Marine Petroleum Network Inc., or 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. This report and any other written or oral
statements made by us or on our behalf may include forward-looking statements,
which reflect our current views with respect to future events and financial
performance. When used in this report, the words "anticipate," "believe,"
"expect," "intend," "estimate," "forecast," "project," "plan," "potential,"
"may," "should," and similar expressions identify forward-looking statements.
The forward-looking statements in this report are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in our records and other data available from third
parties. Important assumptions relating to the forward-looking statements
include, among other things, assumptions regarding demand for our products, the
cost and availability of refined marine fuel from suppliers, pricing levels, the
timing and cost of capital expenditures, competitive conditions, and general
economic conditions. These assumptions could prove inaccurate. 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 assumptions and matters discussed elsewhere herein,
important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include: our
future operating or financial results; our future payment of dividends and the
availability of cash for payment of dividends; our ability to retain and attract
senior management and other key employees; 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 bunkering tankers given the
scarcity of such vessels in general; 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; our contracts and licenses with governmental entities
remaining in full force and effect; 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 future, pending or
recent acquisitions, business strategy, areas of possible expansion, and
expected capital spending or operating expenses; our failure to hedge certain
financial risks associated with our business; uninsured losses; our ability to
maintain our current tax treatment; our failure to comply with restrictions in
our credit agreements; increases in interest rates; and other important factors
described from time to time in our SEC filings.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
Please note: Throughout this report, all references to "we," "our," "us"
and the "Company" refer to Aegean Marine Petroleum Network Inc. and its
subsidiaries. We use the term deadweight ton, or dwt, in describing the size of
vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000
kilograms, refers to the maximum weight of cargo and supplies that a vessel can
carry. Unless otherwise indicated, all references to "dollars" and "$" in this
report are to, and amounts are presented in, U.S. dollars.
A. Selected Financial Data
For the Year Ended
December 31,
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2002 2003 2004 2005 2006
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(in thousands of U.S. dollars, except for share
and per share data which are presented in U.S. dollars)
Income Statement Data:
Sales of marine petroleum products 147,989 210,953 247,436 505,605 790,657
Voyage revenues 370 8,100 14,983 10,450 11,639
Other revenues 799 1,126 593 1,275 1,516
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Total revenues 149,158 220,179 263,012 517,330 803,812
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Cost of marine petroleum products sold 139,765 191,540 222,439 464,801 728,637
Salaries, wages and related costs 1,549 3,581 5,052 8,958 12,871
Vessel hire charges 3,392 3,390 2,436 518 -
Depreciation 307 809 1,546 2,226 4,240
Amortization of drydocking costs 37 240 386 636 1,684
Management fees 206 513 183 182 223
Other operating expenses 3,078 9,043 12,348 16,629 25,697
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Operating income 824 11,063 18,622 23,380 30,460
Write-off of deferred offering costs ((1)) - - - - (1,588)
Interest and finance costs (161) (425) (944) (2,347) (5,207)
Interest income 14 90 13 70 976
Foreign exchange gains (losses), net (15) (78) (68) 396 (414)
Income taxes - (6) (6) (24) (2)
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Net income 662 10,644 17,617 21,475 24,225
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Basic earnings per share (2) 0.02 0.35 0.58 0.72 0.84
Diluted earnings per share (2) 0.02 0.35 0.58 0.72 0.84
Weighted average number of shares, basic (2) 30,472,827 30,472,827 30,472,827 29,878,398 28,954,521
Weighted average number of shares, diluted (2) 30,472,827 30,472,827 30,472,827 29,878,398 28,954,622
Dividends declared per share (2) - 0.24 0.28 0.05 0.14
As of and for the Year Ended
December 31,
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2002 2003 2004 2005 2006
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(in thousands of U.S. dollars, unless otherwise stated)
Balance Sheet Data:
Cash and cash equivalents 432 1,872 3,280 7,602 82,425
Total assets 32,392 39,558 78,573 161,359 315,877
Total debt 6,804 13,896 26,689 101,236 33,496
Total liabilities 32,077 33,968 54,112 151,832 100,878
Total stockholders' equity 315 5,590 24,461 9,527 214,999
Other Financial Data:
Gross spread on marine petroleum products (3) 8,224 19,413 24,997 40,804 62,020
Gross spread per metric ton of marine fuel
sold (U.S. dollars) (3) 8.3 17.3 21.1 23.2 26.0
Net cash provided by (used in) operating activities (1,104) 4,206 17,333 1,475 17,064
Net cash used in investing activities 5,224 4,132 29,360 34,973 55,190
Net cash provided by financing activities 4,903 1,366 13,435 37,820 112,949
Operating Data:
Sales volume of marine fuel (metric tons) (4) 983,854 1,109,887 1,169,430 1,746,377 2,367,289
Number of service centers, end of period (5) 3.0 3.0 3.0 4.0 5.0
Number of bunkering tankers, end of period (6) 2.0 4.0 9.0 10.0 12.0
Average number of bunkering tankers (6)((7) 2.0 3.7 6.8 9.0 11.1
(1) On November 17, 2005, we filed a registration statement on Form F-1 in
connection with an initial public offering of 10,000,000 shares of our
common stock. In early 2006, we postponed further activities in connection
with our initial public offering. Accordingly, during the year ended
December 31, 2006 we wrote off $1.6 million, representing all deferred
costs incurred in connection with the offering.
(2) Amounts give effect to the 1.26-for-one stock split effected November 21,
2006 and the 24,184.783-for-one stock split effected November 14, 2005.
(3) Gross spread on marine petroleum products represents the margin that we
generate on sales of marine fuel and lubricants. We calculate gross spread
on marine petroleum products by subtracting from sales of marine petroleum
products the cost of marine petroleum products sold, i.e., the amount we
pay our suppliers for those products. For arrangements in which we
physically supply marine petroleum products using our bunkering tankers,
costs of marine petroleum products sold represents amounts paid by us for
marine petroleum products sold in the relevant reporting period. For
arrangements in which marine petroleum products are purchased from our
related company, Aegean Oil S.A., or Aegean Oil, cost of marine petroleum
products sold represents the total amount paid by us to the physical
supplier for marine petroleum products and their delivery to our customers.
Gross spread per metric ton of marine fuel sold represents the margins we
generate per metric ton of marine fuel sold. We calculate gross spread per
metric ton of marine fuel sold by dividing the gross spread on marine fuel
by the sales volume of marine fuel. Marine fuel sales do not include sales
of lubricants. The following table reflects the calculation of gross spread
per metric ton of marine fuel sold for the periods presented:
For the Year Ended
December 31,
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2002 2003 2004 2005 2006
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(in thousands of U.S. dollars, unless otherwise stated)
Gross spread on marine petroleum products 8,224 19,413 24,997 40,804 62,020
Less: Sales of lubricants (910) (1,500) (3,471) (3,824) (6,628)
Add: Cost of lubricants sold 842 1,300 3,097 3,560 6,173
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Gross spread on marine fuel 8,156 19,213 24,623 40,540 61,565
============== ============= ============= ============== =============
Sales volume of marine fuel (metric tons) 983,854 1,109,887 1,169,430 1,746,377 2,367,289
Gross spread per metric ton of marine fuel sold (U.S.
dollars) 8.3 17.3 21.1 23.2 26.0
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The following table reconciles our gross spread on marine petroleum
products sold to the most directly comparable GAAP measure, operating
income, for all periods presented:
For the Year Ended
December 31,
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2002 2003 2004 2005 2006
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(in thousands of U.S. dollars)
Gross spread on marine petroleum products 8,224 19,413 24,997 40,804 62,020
Add: Voyage revenues 370 8,100 14,983 10,450 11,639
Add: Other revenues 799 1,126 593 1,275 1,516
Less: Salaries, wages and related costs (1,549) (3,581) (5,052) (8,958) (12,871)
Less: Vessel hire charges (3,392) (3,390) (2,436) (518) -
Less: Depreciation (307) (809) (1,546) (2,226) (4,240)
Less: Amortization of drydocking costs (37) (240) (386) (636) (1,684)
Less: Management fees (206) (513) (183) (182) (223)
Less: Other operating expenses (3,078) (9,043) (12,348) (16,629) (25,697)
-------------- ------------- ------------- -------------- -------------
Operating income 824 11,063 18,622 23,380 30,460
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The amount that we have to pay for marine petroleum products to fulfill a
customer order has been the primary variable in determining the prices
quoted to customers. Therefore, we evaluate gross spread per metric ton of
marine fuel sold and gross spread on marine petroleum products in pricing
individual transactions and in long-term strategic pricing decisions. We
actively monitor our pricing and sourcing strategies in order to optimize
our gross spread on marine petroleum products. We believe that this measure
is important to investors because it is an effective intermediate
performance measure of the strength of our operations.
Gross spread on marine petroleum products and gross spread per metric ton
of marine fuel sold should not be considered as alternatives to operating
income, net income or other GAAP measures and may not be comparable to
similarly titled measures of other companies. Gross spread on marine
petroleum products and gross spread per metric ton of marine fuel sold do
not reflect certain direct and indirect costs of delivering marine
petroleum products to our customers (such as crew salaries or vessel
depreciation) or other costs of doing business.
For all periods presented, we purchased marine petroleum products in Greece
from our related company, Aegean Oil, which is a physical supplier in
Greece. The cost of these marine petroleum products was contractually
calculated based on Aegean Oil's actual cost of these products plus a
margin. For further discussion please refer to the section of this report
entitled "Major Shareholders and Related Party Transactions."
(4) The sales volume of marine fuel is the volume of sales of various
classifications of marine fuel oil, or MFO, and marine gas oil, or MGO, for
the relevant period and is denominated in metric tons. We do not utilize
the sales volume of lubricants as an indicator. The sales volume of marine
fuel includes the volume of sales made to the United States Navy, which
individually accounted for approximately 25%, 24% and 3% of our total
revenues for the years ended December 31, 2003, 2004 and 2005,
respectively. Sales to the United States Navy comprised less than 1% of our
total revenues for the year ended December 31, 2006.
(5) The number of service centers includes our physical supply operations in
the United Arab Emirates, Gibraltar, Jamaica and Singapore, as well as
Greece, where we conduct operations through our related company, Aegean
Oil. The number of service centers is an indicator of the geographical
distribution of our operations and affects both the amount of revenues and
expenses that we record during a given period. We commenced physical supply
operations in Singapore on June 2, 2006.
(6) This data does not include our Aframax tanker, the Aegean Hellas, and our
Panamax tanker, the Fos, because these vessels are not classified as
bunkering tankers. We use the Aegean Hellas as an ocean-going tanker and
use the Fos as a floating storage facility in Gibraltar.
(7) Average number of bunkering tankers is the number of bunkering tankers in
our fleet for the relevant period, as measured by the sum of the number of
days each bunkering tanker was used as a part of our 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.
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Some of the following risks relate principally to the industry in which we
operate and our business in general. The risks and uncertainties described below
are not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may impair our business
operations. If any of the following risks occur, our business, financial
condition, operating results and cash flows could be materially adversely
affected and the trading price of our securities could decline.
Risk Factors Relating to Our Business
We may not be able to obtain sufficient funds to grow or effectively manage our
growth.
A principal focus of our strategy is to grow by expanding our business. Our
future growth will depend on a number of factors which include our ability to:
o increase our fleet of bunkering and specialty tankers;
o identify suitable markets for expansion;
o consummate vessel acquisitions;
o integrate acquired vessels successfully with our existing operations;
o obtain required financing for our existing and new operations;
o hire, train and retain qualified personnel to manage and operate our
growing business and fleet;
o improve our operating and financial systems and controls;
o maintain or improve our credit control procedures;
o obtain and maintain required governmental authorizations, licenses and
permits for new and existing operations; and
o attract and retain customers.
A deficiency in any of these factors may negatively impact our ability to
generate cash flow, raise money or effectively manage our growth. In addition,
competition from other companies could reduce our expansion or acquisition
opportunities, cause us to lose business opportunities, competitive advantages
or customers or cause us to pay higher or charge lower prices than we might
otherwise pay or charge. Furthermore, competitive conditions in the markets that
we may consider for future expansion may be more adverse to us than those in
markets served by our existing service centers, and any new service centers that
we may open may be less profitable than our existing service centers.
We may not be able to obtain financing for our growth or to fund our future
capital expenditures, which could negatively impact our results of operations,
financial condition and our ability to pay dividends.
In order to fund future vessel acquisitions, new service centers, increased
working capital levels or capital expenditures, we would be required to use cash
from operations or incur borrowings or raise capital through the sale of debt or
additional equity securities. Use of cash from operations will reduce cash
available for dividend distributions to you. Our ability to obtain bank
financing or to access the capital markets for any future offerings may be
limited by our financial condition at the time of any such financing or
offering, as well as by adverse market conditions resulting from, among other
things, general economic conditions and contingencies and uncertainties that are
beyond our control. Our failure to obtain the funds for future vessel
acquisitions, new service centers or capital expenditures could impact our
results of operations, financial condition and our ability to pay dividends. The
issuance of additional equity securities would dilute your interest in our
Company and reduce dividends payable to you. Even if we are successful in
obtaining bank financing, paying debt service would limit cash available for
working capital and increasing our indebtedness could have a material adverse
effect on our business, results of operations, cash flows, financial condition
and ability to pay dividends.
Due to the lack of diversification in our lines of business, adverse
developments in the marine fuel supply business would negatively impact our
results of operations, financial condition and our ability to pay dividends.
We rely primarily on the revenues generated from our business of physical supply
and marketing of refined marine fuel to end customers. Due to the lack of
diversification in our lines of business, an adverse development in our marine
fuel supply business would have a significant impact on our business, financial
condition and results of operations and our ability to pay dividends to our
shareholders.
Because of the limited supply of secondhand double hull bunkering tankers, we
may not be able to acquire secondhand double hull bunkering tankers on
economically acceptable terms which could impede our growth and negatively
impact our results of operations, financial condition and our ability to pay
dividends.
Our ability to grow is in part dependent on our ability to expand our fleet
through acquisitions of suitable double hull secondhand bunkering tankers. We
believe that the availability of secondhand double hull bunkering tankers in the
open market is limited. We may not be able to locate suitable secondhand tankers
or negotiate acceptable purchase contracts with their owners or obtain financing
for such acquisitions on economically acceptable terms. Our failure to locate
and acquire suitable secondhand double hull bunkering tankers could limit the
future growth of our business and have a material impact on our results of
operations, financial condition and our ability to pay dividends.
Our purchase of secondhand vessels carries risks associated with the quality of
those vessels because secondhand vessels typically are not protected by
builders' or sellers' warranties.
Our fleet renewal and expansion strategy includes the acquisition of secondhand
vessels as well as newbuildings. Unlike newbuildings, secondhand vessels
typically do not carry warranties with respect to their condition. Our
inspections of secondhand vessels would normally not provide us with as much
knowledge of its condition as we would possess if the vessel had been built for
us and operated by us throughout its life. Repairs and maintenance costs for
secondhand vessels are difficult to predict and may be more substantial than for
vessels we have operated since they were built. These costs could decrease our
profits and reduce our liquidity.
Delays or defaults by the shipyards in the construction of new vessels could
increase our expenses and diminish our net income and cash flows.
We have entered into newbuilding contracts for the construction of 22 double
hull bunkering tankers and have options to build nine additional double hull
bunkering tankers. In addition, we have entered into newbuilding contracts for
the construction of two specialty tankers and have an option to build four
additional specialty tankers. All of our newbuilding contracts are with
shipyards with which we have had no prior business dealings. These projects are
subject to the risk of delay or defaults by the shipyards caused by, among other
things, unforeseen quality or engineering problems, work stoppages, weather
interference, unanticipated cost increases, delays in receipt of necessary
equipment, and inability to obtain the requisite permits or approvals. In
accordance with industry practice, in the event the shipyards are unable or
unwilling to deliver the tankers, we may not have substantial remedies. Failure
to construct or deliver the ships by the shipyards or any significant delays
could increase our expenses and diminish our net income and cash flows.
International authorities and flag states may delay implementation of the
phase-out of single hull tankers which may lessen the competitive advantage we
hope to gain by acquiring double hull bunkering tankers.
Our strategy involves capitalizing on the phase-out of single hull bunkering
tankers. Under environmental protection laws and regulations, the European
Union, or the EU and the International Maritime Organization, or the IMO (the
United Nations agency for maritime safety), have already banned single hull
tankers of 5,000 dwt and above from carrying HGO, which includes most of the
grades of marine fuel, as of October 2003 and as of April 2005, respectively,
and will ban all single hull tankers of less than 5,000 dwt but above 600 dwt
from carrying HGO in 2008. Both the EU and the IMO will also require a phase-out
of all single hull tankers in 2010. The EU and the IMO, however, allow for
exemptions. Under the EU regulations, for example, oil tankers operated
exclusively in ports and inland navigation may be exempted from the double hull
requirements provided they are duly certified under inland water legislation.
Under the IMO regulations, a flag state may allow single hull tankers conforming
to certain technical specifications to continue to operate until the earlier of
2015 or the 25th anniversary of the vessel's delivery. A flag state may also
allow single hull tankers to carry HGO if the vessels are either engaged in
voyages exclusively within its jurisdiction or jurisdiction of another party
upon such party's agreement.
Our future success will depend in part on the timely and comprehensive
implementation of the phase-out of single hull tankers. Any delay or limitation
in application of the environmental protection laws and regulations could limit
our anticipated growth or other anticipated benefits because our strategy
involves employing and acquiring secondhand double hull bunkering tankers.
We have no history of operating specialty tankers and we may not be able to
enter, or effectively manage our entry into, the business of providing refined
petroleum products to island economies, which could negatively impact our
results of operations, financial condition and our ability to pay dividends.
We plan to operate a fleet of double hull products tankers with roll-on roll-off
facilities and refueling capabilities for fuel trucks designed to make
distribution of gasoline and other refined petroleum products to island
economies. We have entered into newbuilding contracts for the construction of
two of these specialty tankers and have an option to build four additional
specialty tankers which we currently plan to exercise. Acquisition and
management of these vessels will impose significant responsibilities on our
management and staff. We do not have any experience distributing gasoline or
other refined petroleum products to island economies nor do we have any history
of operating or competing in that business. As we have no history of operating
specialty tankers, it is difficult to predict our management needs. Accordingly,
we may be required to increase the number of our employees. We will also have to
market our services to a new customer base so that we can provide continued
deployment for our vessels. We may not be successful in executing our growth
plans and may incur significant expenses and losses in connection with our
future line of business which could negatively impact our results of operations,
financial condition and our ability to pay dividends.
We rely on purchases from key customers and our results of operations may
decrease if some of our key customers reduce or terminate their purchases.
Generally, we have not derived a significant amount of revenue from written
volume commitments from our key customers or any other understandings with our
key customers that relate to future purchases. Purchases by our key customers
could be reduced or terminated at any time. A substantial reduction or a
termination of purchases by any of our key customers could decrease our results
of operation.
We extend trade credit to most of our customers and our financial position and
results of operations may diminish if we are unable to collect accounts
receivable.
We extend trade credit to most of our customers. Our success in attracting
business has been due, in part, to our willingness to extend trade credit on an
unsecured basis to our customers. As of December 31, 2006, 12 of our customers
had outstanding balances with us of at least $1.0 million under the lines of
credit that we have extended to them. Our credit procedures and policies do not
fully eliminate customer credit risk. Any credit losses, if significant, would
diminish our financial position and results of operations.
We depend on a limited number of suppliers, which makes us susceptible to supply
shortages or price fluctuations that could diminish our operating results.
We currently purchase refined marine petroleum products from a limited number of
suppliers. If our relationship with any of our other key suppliers terminates or
if any of our key suppliers suffers a disruption in production, we may not be
able to obtain a sufficient quantity of refined marine fuel and lubricants on
acceptable terms and without interruption in our business. We may experience
difficulties and delays in obtaining marine fuel from alternative sources of
supply. Any interruption or delay in the supply of marine fuel, or the inability
to obtain fuel from alternate sources at acceptable prices and within a
reasonable amount of time, would impair our ability to meet scheduled deliveries
to our customers and could cause customers to cancel orders.
The refined marine fuel that we purchase from our suppliers may fail to meet the
specifications that we have agreed to supply to our customers and, as a result,
we could lose business from those customers and be subject to claims or other
liabilities.
If the refined marine fuel that we purchase from our suppliers fails to meet the
specifications we have agreed to supply to our customers, we could lose our
customers and be subject to claims or other liabilities. The loss of customers
and increased liabilities would reduce our earnings and could have a material
adverse effect on our business, weaken our financial condition and reduce our
results of operations.
Failure by Aegean Oil or other third-party physical suppliers to provide
services to us and our customers as agreed could subject us to customer claims
and negatively affect our results.
We have contracted with Aegean Oil to provide various services to our customers
in Greece, including fueling of vessels in port and at sea. Aegean Oil is a
related company owned and controlled by members of Mr. Dimitris Melisanidis'
family. Mr. Melisanidis, our founder and Head of Corporate Development, may also
be deemed a control person of Aegean Oil and other affiliated entities for
United States securities law purposes, but Mr. Melisanidis disclaims such
control. In connection with our limited marine fuel trading activities, from
time to time we contract with other third-party physical suppliers to deliver
marine fuel to our customers in locations where we do not have service centers.
The failure of Aegean Oil or any other third-party physical supplier to perform
these services in accordance with the terms we have agreed with them and our
customers could affect our relationships with our customers and subject us to
claims and other liabilities which could harm our business or negatively affect
our financial results. If Aegean Oil or any of the other third-party physical
suppliers fails to perform its obligations to us, you will not have any recourse
directly against Aegean Oil or the other third-party physical suppliers.
Agreements between us, Aegean Oil and other affiliated entities may be more
favorable or less favorable than agreements that we could obtain from
unaffiliated third parties.
The marine fuel service supply agreement and other agreements we have with
Aegean Oil, our largest supplier of marine petroleum products, as well as other
agreements we have with affiliated entities have been made in the context of an
affiliated relationship. Aegean Oil and other affiliated entities are owned and
controlled by members of Mr. Melisanidis' family. Mr. Melisanidis has also been
involved historically with our related companies and had a leadership role with
respect to the promotion of their products and services. Because immediately
prior to the completion of our initial public offering we were majority-owned by
Leveret International Inc., or Leveret, a company controlled by Mr. Melisanidis,
the negotiation of the marine fuel service supply agreement, the ship management
agreement and our other contractual arrangements may have resulted in prices and
other terms that are more favorable or less favorable to us than terms we might
have obtained in arm's-length negotiations with unaffiliated third parties for
similar services. Moreover, Aegean Oil and other affiliated entities remain our
related companies and we remain subject to similar risks in future business
dealings with these parties.
The value of our marine fuel inventory is subject to price fluctuations which
may result in reduced value of our inventory and cause us to suffer financial
loss.
Due to the nature of our business, we may increase the volume of our marine fuel
inventories. Depending upon the price and price movement of refined marine fuel,
our marine fuel inventories may subject us to a risk of financial loss. Pricing
terms with our suppliers and customers and hedges by way of oil futures or other
instruments, should we enter into them, may not adequately protect us in the
event of a substantial downward movement in the price of marine fuel.
Our customers' businesses are subject to currency exchange risks which could
negatively affect our results of operations, cash flows and reduce our
profitability.
Generally, in all our service centers, we invoice our customers for the sale and
delivery of marine petroleum products in U.S. dollars. Many of our customers are
foreign customers and may be required to obtain U.S. dollars to pay for our
products and services. A rapid depreciation or devaluation in a currency
affecting our customers could have an adverse effect on our customers'
operations and their ability to convert local currency to U.S. dollars to make
required payments to us. This would in turn result in higher credit losses for
us, which would reduce our results of operations and cash flows.
We rely on the expertise of our senior management and our inability to retain
key personnel could interrupt our business and limit our growth.
Our success depends to a significant degree upon the abilities and efforts of
our management team and our ability to hire and retain key members of our
management team. The loss of any of these individuals could adversely affect our
business prospects and financial condition. Difficulty in hiring and retaining
key personnel could negatively impact our results of operations, financial
condition and our ability to pay dividends. We do not intend to maintain "key
man" life insurance on any of our officers or our board members, including Mr.
Peter C. Georgiopoulos, the Chairman of our board of directors, and Mr. Dimitris
Melisanidis, our founder and Head of Corporate Development. We believe that Mr.
Georgiopoulos is an important member of our board of directors and Mr.
Melisanidis is an important member of our management team and that the loss of
the services or involvement in our business on the part of either or both of
them would have a material adverse effect on our Company. We entered into
employment agreements with Mr. Melisanidis, Mr. E. Nikolas Tavlarios, our
President, and Mr. Ziad Nakhleh, our Treasurer and Chief Financial Officer.
As we expand our fleet, we may not be able to recruit suitable employees and
crew for our bunkering tankers which may limit our growth and cause our
financial performance to suffer.
As we expand our fleet, we will need to recruit suitable crew, shoreside,
administrative and management personnel. We may not be able to continue to hire
suitable employees as we expand our fleet of bunkering tankers. If we are unable
to recruit suitable employees and crews, we may not be able to provide our
services to customers, our growth may be limited and our financial performance
may suffer.
A portion of our employees are covered by national collective bargaining
agreements which set minimum standards for employment, and labor interruptions
could disrupt our business.
A portion of our employees from Greece and from the Philippines are covered by
national collective bargaining agreements which set minimum standards for
employment. Industrial action or other labor unrest could disrupt our business.
If not resolved in a timely and cost-effective manner, such industrial action or
other labor unrest could prevent or hinder our operations from being carried out
normally and could disrupt our business and reduce our results of operations and
cash flows.
We are a holding company, and we depend primarily on the ability of our
operating subsidiaries to distribute funds to us in order to satisfy our
financial and other obligations and to make dividend payments.
We are a holding company, and we have no significant assets other than the
equity interests in our subsidiaries. As a result, our ability to satisfy our
financial and other obligations and to pay dividends depends primarily on the
performance of our operating subsidiaries and their ability to distribute funds
to us. If we are unable to obtain funds from our operating subsidiaries, we will
not be able to pay dividends unless we obtain funds from other sources. We may
not be able to obtain the necessary funds from other sources on terms acceptable
to us.
Our historical financial and operating data may not be representative of our
future results because we are a company with limited history as a separate
operating company and limited history as a publicly traded company.
Our historical financial and operating data may not be representative of our
future results because we are a company with limited history as a separate
operating company and limited history as a publicly traded company. Due to
factors such as the additional administrative and financial obligations
associated with operating as a publicly traded company, our results of
operations, cash flows and financial condition reflected in our restated
combined and consolidated financial statements may not be indicative of the
results of operations that we would have achieved had we operated as a public
entity for all periods presented or of future results that we may achieve as a
publicly traded company with our current holding company structure. In addition,
our executive officers do not have any material experience running a publicly
traded company.
We may not be able to borrow amounts under our senior secured credit facility
and restrictive covenants in our senior secured credit facility may impose
financial and other restrictions that may limit our corporate activities.
We entered into a senior secured credit facility with an international
commercial bank, which we call our senior secured credit facility. Our senior
secured credit facility contains covenants that impose operating and financing
restrictions on us. Such restrictions affect, and in many respects limit or
prohibit, among other things, our ability to pay dividends, incur additional
indebtedness, create liens, sell assets, or engage in mergers or acquisitions.
These restrictions could limit our ability to plan for or react to market
conditions or meet extraordinary capital needs or otherwise restrict corporate
activities. These restrictions could adversely affect our ability to finance our
future operations or capital needs or to engage in other business activities
which will be in our interest.
We may not achieve sufficient earnings to pay dividends to our shareholders.
We currently intend to pay regular cash dividends on a quarterly basis. We will
make such dividend payments to our shareholders only if our board of directors,
acting in its sole discretion, determines that payments of dividends would be in
our best interest and in compliance with relevant legal and contractual
requirements. The principal business factors that our board of directors expects
to consider when determining the timing and amount of dividend payments will be
our earnings, financial condition and cash requirements at the time.
We may not be exempt from Liberian taxation which would materially reduce our
net income and cash flow.
The Republic of Liberia enacted a revised income tax act effective as of January
1, 2001, or the New Act. In contrast to the income tax law previously in effect
since 1977, or the Prior Law, which the New Act repealed in its entirety, the
New Act does not distinguish between the taxation of a non-resident Liberian
corporation, such as our Liberian subsidiary, Aegean Marine Petroleum S.A., or
AMP, which conducts no business in Liberia and was wholly exempted from tax
under the Prior Law, and the taxation of ordinary resident Liberian
corporations.
In 2004, the Liberian Ministry of Finance issued regulations pursuant to which a
non-resident domestic corporation, such as our Liberian subsidiary, AMP, will
not be subject to tax under the New Act retroactive to January 1, 2001, or the
New Regulations. In addition, the Liberian Ministry of Justice issued an opinion
that the New Regulations were a valid exercise of the regulatory authority of
the Ministry of Finance. Therefore, assuming that the New Regulations are valid,
AMP will be wholly exempt from Liberian income tax as under the Prior Law.
If our Liberian subsidiary, AMP, were to be subject to Liberian income tax under
the New Act, it would be subject to tax at a rate of 35% on its worldwide
income. As a result, its, and consequently our, net income and cash flow would
be materially reduced by the amount of the applicable tax. In addition, we, as
shareholder of the Liberian subsidiary, would be subject to Liberian withholding
tax on dividends paid by AMP at rates ranging from 15% to 20%.
If we become subject to tax in the jurisdictions in which we operate, our net
income and cash flow would decrease.
Our business is affected by taxes imposed on the purchase and sale of refined
marine petroleum products in various jurisdictions in which we operate from time
to time. These taxes include sales, excise, goods and services taxes,
value-added taxes, and other taxes. We do not pay a material amount of tax in
any jurisdiction in which we operate. As a result of changes in tax laws or the
application by tax authorities of these laws or our failure to comply with tax
laws or otherwise, we may become liable for an increased amount of tax in any
jurisdiction. An increased liability for taxes would decrease our net income and
cash flow.
Our insurance policies may not be adequate to cover our losses and because we
obtain some of our insurance policies through protection and indemnity
associations, we may be subject to calls in amounts based not only on our own
claim records, but also the claim records of other members of the protection and
indemnity associations which could expose us to additional expenses.
We carry insurance policies to protect us against most of the accident-related
risks involved in the conduct of our business, including marine hull and
machinery insurance, protection and indemnity insurance, which includes
pollution risks, crew insurance, and war risk insurance. We may not be
adequately insured to cover losses from our operational risks, which could have
a material adverse effect on us. Additionally, our insurers may refuse to pay
particular claims and our insurance policies may be voidable by the insurers if
we take, or fail to take, certain action, such as failing to maintain
certification of our vessels with applicable maritime regulatory organizations.
Any significant uninsured or under-insured loss or liability could have a
material adverse effect on our business, results of operations, cash flows and
financial condition and our ability to pay dividends. In addition, we may not be
able to obtain adequate insurance coverage at reasonable rates in the future
during adverse insurance market conditions.
As a result of the September 11, 2001 attacks, the United States response to the
attacks and related concerns regarding terrorism, insurers have increased
premiums and reduced or restricted coverage for losses caused by terrorist acts
generally. Accordingly, premiums payable for terrorist coverage have increased
substantially and the level of terrorist coverage has been significantly
reduced.
We may also be subject to calls or premiums in amounts based not only on our
claim records but also the claim records of other members of the protection and
indemnity associations through which we receive insurance coverage for tort
liability, including pollution-related liability. Our payment of these calls
could result in significant expense to us, which could have a material adverse
effect on our results of operations, cash flows, financial condition and ability
to pay dividends. Moreover, the protection and indemnity associations and other
insurance providers reserve the right to make changes in insurance coverage with
little or no advance notice.
Maritime claimants could arrest our vessels, which could disrupt our cash flow.
Crew members, suppliers of goods and services to a vessel and other parties may
be entitled to a maritime lien against that vessel for unsatisfied debts, claims
or damages. In many jurisdictions, a maritime lien holder may enforce its lien
by arresting a vessel through foreclosure proceedings. The arrest or attachment
of one or more of our vessels could interrupt our cash flows and require us to
pay a significant amount of money to have the arrest lifted. In addition, in
some jurisdictions under the "sister ship" theory of liability, a claimant may
arrest both the vessel that is subject to the claimant's maritime lien and any
"associated" vessel, which is any vessel owned or controlled by the same owner.
Claimants could try to assert "sister ship" liability against one vessel in our
fleet for claims relating to another vessel in our fleet.
Terrorist attacks and international hostilities have previously affected the
shipping industry, and any future attacks could negatively impact our results of
operations, financial condition and our ability to pay dividends.
Terrorist attacks, such as the attack on the MT Limburg in October 2002, could
adversely affect our operations and directly impact our vessels or charterers.
We conduct our marine fuel supply operations outside of the United States, and
our business, results of operations, cash flows, financial condition and ability
to pay dividends could suffer by changing economic, political and government
conditions in the countries and regions where our vessels are employed or
registered. Moreover, we operate in a sector of the economy that is likely to be
adversely impacted by the effects of political instability, terrorist or other
attacks, war or international hostilities.
Proceedings concerning our founder and largest shareholder, Dimitris
Melisanidis, could generate negative publicity for us, harm our reputation and
adversely affect our business and our stock price.
Our founder and largest shareholder, Dimitris Melisanidis, has played a key role
in the development and success of our business. Mr. Melisanidis is a prominent
figure in Greece and has been the subject of a variety of proceedings, including
two felony and four misdemeanor cases brought in 1999 and 2000 alleging illegal
fuel trading, and a felony case brought by the counterparty to a commercial
dispute alleging embezzlement, all resulting in acquittal. Mr. Melisanidis was
also subject to a 1988 misdemeanor case alleging complicity in bribery of a
civil servant in connection with obtaining a drivers license for a student at a
time when Mr. Melisanidis operated a driving school and a 1980 misdemeanor case
alleging bribery of two players in an amateur soccer game. These matters
resulted in convictions and fines of approximately $928 and $2,330 (in U.S.
dollars at the time). Some of these matters, as well as alleged improprieties by
Mr. Melisanidis in connection with his involvement in professional soccer in
Greece, have received extensive press coverage in Greece. These matters, and any
future proceedings or allegations against Mr. Melisanidis regarding these or
other matters, could result in additional negative press speculation as well as
adverse perceptions of him or us among the public, our industry or in the
capital markets, any of which could have a material adverse effect on our
business and the market price of our common stock. Future allegations or
proceedings involving Mr. Melisanidis could also divert his attention from his
role in our business.
Mr. Melisanidis, through Leveret, and Messrs. Georgiopoulos and Tavlarios,
through AMPNInvest, will control our Company and may not act in the best
interests of our other shareholders.
Leveret, a company controlled by Mr. Melisanidis, owns 52.6% of our outstanding
common shares and AMPNInvest LLC, or AMPNInvest, a Marshall Islands limited
liability company that is controlled by Mr. Peter C. Georgiopoulos and Mr. John
Tavlarios, owns 13.2% of our outstanding common shares. On July 19, 2006,
Leveret and AMPNInvest entered into a Framework Agreement, as amended, which
affects the management and governance of our Company. We refer you to the
discussion in the section of this report entitled "Directors, Senior Management
and Employees--Framework Agreement" for a description of the Framework
Agreement. Pursuant to the Framework Agreement, Leveret and AMPNInvest agreed to
identify, mutually agree on and elect seven members to serve on our board of
directors effective upon the closing of our initial public offering. We refer to
these seven directors as our Post-offering Board. The Framework Agreement also
provides that Leveret and AMPNInvest will vote in favor of our Post-offering
Board, including the independent directors and the nominees of our Post-offering
Board, and in accordance with our Post-offering Board's recommendations on all
matters proposed for a vote or consent of the shareholders of our Company for
the duration of the Framework Agreement. The Framework Agreement expires on
December 13, 2011, the fifth anniversary of the completion of our initial public
offering, unless terminated earlier pursuant to its provisions. Accordingly both
Mr. Melisanidis, through Leveret, and Messrs. Georgiopoulos and Tavlarios,
through AMPNInvest, may be deemed to control our Company. Leveret and AMPNInvest
will serve their own interests, which may not be aligned with the interests of
other shareholders when voting in favor of our Post-offering Board, including
its nominees, or in accordance with our Post-offering Board's recommendations on
all matters proposed for a vote or consent of the shareholders of our Company.
Neither our Company nor our shareholders will be able to enforce the Framework
Agreement.
The Framework Agreement between AMPNInvest and Leveret does not name any
third-party beneficiaries. AMPNInvest and Leveret are free to mutually terminate
the Framework Agreement at any time. Upon termination, AMPNInvest and Leveret
will be free to vote for nominees not approved by our Post-offering Board and on
matters proposed for a vote or consent of the shareholders in a manner not
recommended by our Post-offering Board. Alternatively, if either party breaches
the Framework Agreement, our Company and its shareholders will not be able to
enforce the Framework Agreement. We refer you to the discussion in the section
of this report entitled "Directors, Senior Management and Employees--Framework
Agreement" for a description of the Framework Agreement. In addition, Leveret
and AMPNInvest who together own 65.8% of our outstanding common shares are
obligated to vote in favor of our Post-offering Board, including its nominees,
and in accordance with our Post-offering Board's recommendations on all matters
proposed for a vote or consent of the shareholders of our Company and will
control any vote even if a majority of the other shareholders vote otherwise.
Mr. Melisanidis, through Leveret, will continue to control our Company and may
have conflicts of interest with our other shareholders.
Leveret owns 52.6% of our outstanding common shares. For so long as Leveret is
controlled by Mr. Melisanidis and owns a significant percentage of our
outstanding common shares, Mr. Melisanidis will continue to control our Company
and will be able to direct the outcome of shareholder votes on other matters,
including the adoption or amendment of provisions in our articles of
incorporation or bylaws and approval of possible mergers, amalgamations, control
transactions and other significant corporate transactions. This concentration of
ownership may have the effect of delaying, deferring or preventing a change in
control, merger, amalgamations, consolidation, takeover or other business
combination. This concentration of ownership could also discourage a potential
acquirer from making a tender offer or otherwise attempting to obtain control of
us, which could in turn have an adverse effect on the market price of our common
shares.
Mr. Melisanidis, through Leveret, may not necessarily act in accordance with the
best interests of other shareholders. Moreover, Mr. Melisanidis and members of
Mr. Melisanidis' family hold significant interest in our related companies. For
further discussion, please refer to the section of this report entitled "Major
Shareholders and Related Party Transactions." We cannot assure you that the
interests of Mr. Melisanidis will coincide with the interests of other holders
of our common stock. To the extent that conflicts of interests may arise, Mr.
Melisanidis, through Leveret, may vote in a manner adverse to us or to you or
other holders of our securities.
We have entered into an employment agreement with Mr. Melisanidis. The
employment agreement restricts Mr. Melisanidis' ability to compete with us
during the term of the employment agreement and 12 months following its
termination. If we are unable to enforce such restrictions on Mr. Melisanidis
against competing with us, any direct or indirect competition from Mr.
Melisanidis could be particularly damaging to us.
Some of our directors are affiliated with other companies, which could result in
conflicts of interest.
Some of our directors also serve as directors of other public companies and are
employees or have investments in companies in industries related to ours. In
particular, Peter C. Georgiopoulos, the Chairman of our board of directors, is
Chairman of the board of directors of General Maritime Corporation, or General
Maritime, and Genco Shipping & Trading Limited. Also, John P. Tavlarios and John
O. Hatab, who serve as our directors, are also directors of General Maritime.
Messrs. Georgiopoulos and Tavlarios are also executive officers of General
Maritime. As such, General Maritime may be deemed one of our affiliates for
United States securities laws purposes. To the extent that the other entities
with which our directors may be affiliated compete with us for business
opportunities, prospects or financial resources, or participate in ventures in
which we may participate, our directors may face actual or apparent conflicts of
interest in connection with decisions that could have different implications for
us and the other companies. These decisions may relate to corporate
opportunities, corporate strategies, potential acquisitions of businesses,
intercompany agreements, competition, the issuance or disposition of securities,
the election of new or additional directors and other matters. Such potential
conflicts may delay or limit the opportunities available to us, and it is
possible that conflicts may be resolved in a manner adverse to us.
Anti-takeover provisions in our organizational documents could have the effect
of discouraging, delaying or preventing a merger, amalgamation or acquisition,
which could reduce the market price of our common shares.
Several provisions of our articles of incorporation and our bylaws could make it
difficult for our shareholders to change the composition of our board of
directors in any one year, preventing them from changing the composition of
management. In addition, the same provisions may discourage, delay or prevent a
merger or acquisition that shareholders may consider favorable.
These provisions include:
o authorizing our board of directors to issue "blank check" preferred stock
without shareholder approval;
o providing for a classified board of directors with staggered, three-year
terms;
o prohibiting cumulative voting in the election of directors;
o authorizing the removal of directors only for cause and only upon the
affirmative vote of the holders of at least 70% of the outstanding shares
of our capital stock entitled to vote for the directors;
o prohibiting shareholder action by written consent unless the written
consent is signed by all shareholders entitled to vote on the action;
o limiting the persons who may call special meetings of shareholders; and
o establishing advance notice requirements for nominations for election to
our board of directors or for proposing matters that can be acted on by
shareholders at shareholder meetings.
In addition, we expect to establish a shareholder rights plan that will make it
more difficult for a third party to acquire us without the support of our board
of directors and principal shareholders. These anti-takeover provisions could
substantially impede the ability of public shareholders to benefit from a change
in control and, as a result, may reduce the market price of our common stock and
your ability to realize any potential change of control premium.
We are incorporated in the Marshall Islands, which does not have a
well-developed body of corporate law.
Our corporate affairs are governed by our articles of incorporation and bylaws
and by the Marshall Islands Business Corporations Act, or the BCA. The
provisions of the BCA resemble provisions of the corporation laws of a number of
states in the United States. However, there have been few judicial cases in the
Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities
of directors under the law of the Republic of the Marshall Islands are not as
clearly established as the rights and fiduciary responsibilities of directors
under statutes or judicial precedent in the United States. The rights of
shareholders of companies incorporated in the Marshall Islands may differ from
the rights of shareholders of companies incorporated in the United States. The
BCA provides that it is to be interpreted according to the laws of the State of
Delaware and other states with substantially similar legislative provisions.
However, there have been few, if any, court cases interpreting the BCA in the
Marshall Islands and we cannot predict whether Marshall Islands courts would
reach the same conclusions as United States courts. Thus, you may have more
difficulty protecting your interests in the face of actions by the management,
directors or controlling shareholders than would shareholders of a corporation
incorporated in a United States jurisdiction which has developed a relatively
more substantial body of case law.
Risk Factors Relating to Our Industry
Adverse conditions in the shipping industry may reduce the demand for our
products and services and negatively affect our results of operations and
financial condition.
Our business is focused on the physical supply and marketing of refined marine
fuel to the shipping industry. Adverse economic conditions in the shipping
industry, such as low charter rates or high operating costs, may have an adverse
effect on our customers. In addition, any political instability, terrorist
activity or military action that disrupts shipping operations will adversely
affect our customers. Any adverse conditions in the shipping industry may reduce
the demand for our products and services and negatively affect our results of
operations and weaken our financial condition.
Material disruptions in the availability or supply of oil may reduce the supply
of our products and have a material impact on our operating results, revenues
and costs.
The success of our business depends on our ability to purchase, sell and deliver
refined marine fuel to our customers. Material disruptions in the availability
or supply of oil may have an adverse effect on our suppliers. In addition, any
political instability, natural disasters, terrorist activity, military action or
other similar conditions may disrupt the availability or supply of oil and
consequently decrease the supply of refined marine fuel. Decreased availability
or supply of marine fuel may reduce our operating results, revenues and costs.
Changes in the market price of petroleum may increase our credit losses, reduce
our liquidity and decrease our profitability.
Increases in fuel prices can adversely affect our customers' businesses, and
consequently increase our credit losses. Increases in fuel prices could also
affect the credit limits extended to us by our suppliers and our working capital
requirements, potentially affecting our liquidity and profitability. In
addition, increases in oil prices will make it more difficult for our customers
to operate and could reduce demand for our services. Conversely, a rapid decline
in fuel prices could decrease our profitability because if we were to purchase
inventory when fuel prices are high without having a corresponding sales
contract in place, we may not be able to resell it at a profit.
In the highly competitive marine fuel supply industry, we may not be able to
successfully compete for customers with new entrants or established companies
with greater resources.
We are subject to aggressive competition in all aspects of our business. Our
competitors are numerous, ranging from large multinational corporations, which
have significantly greater capital resources than us, to relatively small and
specialized firms. In addition to competing with fuel resellers, such as World
Fuel Services Corporation and Chemoil Corporation, we also compete with the
major oil producers that market fuel directly to large commercial shipping
companies. We may not be able to successfully compete for customers because of
increased competition from the major oil producers or our suppliers who may
choose to market directly to large as well as smaller shipping companies, or to
provide less advantageous price and credit terms to us. Also, due in part to the
highly fragmented market, competitors with greater resources could enter the
marine fuel supply industry and operate larger fleets of bunkering tankers
through consolidations or acquisitions and may be able to offer better terms
than we are able to offer to our customers.
Our operations are subject to extensive environmental laws and regulations, the
violation of which could result in liabilities, fines or penalties and changes
of which may require increased capital expenditures and other costs necessary to
operate and maintain our vessels.
We are subject to various environmental laws and regulations dealing with the
handling of fuel and fuel products. We currently store fuel inventories on our
bunkering tankers and storage facilities and we may, in the future, maintain
fuel inventories at several other locations in fixed or floating storage
facilities. Our operations involve the risks of fuel spillage or seepage,
environmental damage, and hazardous waste disposal, among other things. If we
are involved in a spill or other accident involving hazardous substances, if
there are releases of fuel and fuel products we own, or if we are found to be in
violation of environmental laws or regulations, we could be subject to
liabilities that could have a materially adverse effect on our business and
operating results. We are also subject to possible claims by customers,
employees and others who may be injured by a fuel spill, exposure to fuel, or
other accidents. If we should fail to comply with applicable environmental
regulations, we could be subject to substantial fines or penalties and to civil
or criminal liability.
In particular, our operations are subject to numerous laws and regulations in
the form of international conventions, national, state and local laws and
national and international regulations in force in the jurisdictions in which
our vessels operate or are registered, which can significantly affect the
ownership and operation of our vessels. These regulations include, but are not
limited to, (i) the International Convention on Civil Liability for Oil
Pollution Damage of 1969, (ii) the International Convention for the Prevention
of Marine Pollution from Ships of 1973 and (iii) the International Convention
for the Safety of Life at Sea of 1974. We refer you to the discussion in the
section of this report entitled "Business--Environmental and Other Regulations"
for a description of environmental laws and regulations that affect our
business.
A failure to comply with applicable laws and regulations may result in
administrative and civil penalties, criminal sanctions or the suspension or
termination of our operations. Some environmental laws often impose strict
liability for remediation of spills and releases of oil and hazardous
substances, which could subject us to liability without regard to whether we
were negligent or at fault. An oil spill could result in significant liability,
including fines, penalties, criminal liability and remediation costs for natural
resource damages as well as third-party damages. We are required to satisfy
insurance and financial responsibility requirements for potential oil (including
marine fuel) spills and other pollution incidents. Our insurance policies
covering certain environmental risks may not be sufficient to cover all such
risks and any claim may have a material adverse effect on our business, results
of operations, cash flows and financial condition and our ability to pay
dividends.
Compliance with applicable laws, regulations and standards, may require us to
make additional capital expenditures for the installation of costly equipment or
operational changes and may affect the resale value or useful lives of our
vessels. In order to satisfy these requirements, we may, from time to time, be
required to take our vessels out of service for extended periods of time, with
corresponding losses of revenues. We may also incur additional costs in order to
comply with other existing and future regulatory obligations, including costs
relating to air emissions, maintenance and inspection, elimination of tin-based
paint, development and implementation of emergency procedures and insurance
coverage or other financial assurance of our ability to address pollution
incidents. These costs could reduce our results of operations and cash flows,
weaken our financial condition and affect our ability to pay dividends. Also, in
the future, market conditions may not justify these expenditures or enable us to
operate some or all of our vessels profitably during the remainder of their
economic lives.
Our vessel operations have inherent risks that could negatively impact our
results of operations, financial condition and our ability to pay dividends.
Our vessels and fuel oils that they carry are at risk of being damaged or lost
because of events such as marine disasters, bad weather, mechanical failures,
human error, war, terrorism, piracy and other circumstances or events. All these
hazards can result in death or injury to persons, loss of revenues or property,
environmental damage, higher insurance rates, damage to our customer
relationships, delays or rerouting.
If our vessels suffer damage, they may need to be repaired. The costs of vessel
repairs are unpredictable and can be substantial. We may have to pay repair
costs that our insurance policies do not cover. The loss of earnings while these
vessels are being repaired, as well as the actual cost of these repairs, would
decrease our results of operations. If one of our vessels were involved in an
accident with the potential risk of environmental contamination, the resulting
media coverage could have a material adverse effect on our business, our results
of operations and cash flows, weaken our financial condition and negatively
affect our ability to pay dividends.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Aegean Marine Petroleum Network Inc. is a Marshall Islands holding company
incorporated on June 6, 2005 under the Marshall Islands Business Corporations
Act, or the BCA. On September 29, 2005, Leveret International Inc., our then
sole shareholder, contributed direct and indirect ownership of companies that
conduct our business operations. Prior to our initial public offering we had
28,035,000 shares of our common stock outstanding. On December 13, 2006, we
consummated our initial public offering of additional 14,375,000 shares of
common stock, which we refer to as the initial public offering.
We maintain our principal marketing and operating offices at 42 Hatzikyriakou
Avenue, Piraeus 185 38 Athens, Greece. Our telephone number at that address is
011 30 (210) 458-6200. We also have an executive office to oversee our financial
and other reporting functions in New York City at 299 Park Avenue, New York, New
York 10171. Our telephone number at that address is (212) 763-5659.
B. Business Overview
We are a marine fuel logistics company that physically supplies and markets
refined marine fuel and lubricants to ships in port and at sea. As a physical
supplier, we purchase marine fuel from refineries, major oil producers and other
sources and resell and deliver these fuels using our bunkering tankers to a
broad base of end users. With service centers in Greece, Gibraltar, the United
Arab Emirates, Jamaica and Singapore, we believe that we are one of a limited
number of independent physical suppliers that owns and operates a fleet of
bunkering tankers and conducts physical supply operations in multiple
jurisdictions. We presently own a fleet of ten double hull and two single hull
bunkering tankers with an average carrying capacity of approximately 5,940 dwt.
We provide fueling services to virtually all types of ocean-going vessels and
many types of coastal vessels, such as oil tankers, container ships, drybulk
carriers, cruise ships and ferries. Our customers include a diverse group of
ocean-going and coastal ship operators and marine fuel traders, brokers and
other users.
We provide to our customers a service that requires sophisticated logistical
operations designed to meet their strict fuel quality and delivery scheduling
needs. We believe that our extensive experience, management systems and
proprietary software systems allow us to meet our customers' specific
requirements when they purchase and take delivery of marine fuels and lubricants
around the world and represent a significant barrier to the entry of
competitors. We have devoted our efforts to building a global brand, and believe
that our customers recognize our brand as representing high quality and service
at each of our locations around the world. We use our bunkering tankers in our
physical delivery operations and do not generally charter them out to others.
We intend to expand our business and marine fuel delivery capabilities. We plan
to establish new service centers in selected locations around the world during
the next several years. As we expand our global presence, we plan to increase
our fleet by at least 31 new double hull bunkering tankers during the next three
years. In order to do this we have entered into newbuilding contracts for the
construction of 22 new double hull bunkering tankers and have options to build
nine additional double hull bunkering tankers. We also plan to purchase up to
two additional secondhand double hull bunkering tankers, subject to market
conditions, in 2007.
In addition to expanding our bunkering tanker fleet, we have entered into
newbuilding contracts for the construction of two new double hull petroleum
products tankers with roll-on roll-off facilities and refueling capabilities for
fuel trucks, which we call specialty tankers and have options, which we plan to
exercise, to build four additional specialty tankers. We plan to use these
specialty tankers for the distribution of gasoline and other refined petroleum
products to island economies. We view this business as complementary to our
bunkering business, involving relatively complex customer requirements and
requiring significant investment in management and software systems. We
currently intend to deploy our specialty tankers primarily under contracts of
affreightment and do not intend to charter out our specialty tankers.
As of December 31, 2006, in addition to bunkering tankers, we owned one single
hull Aframax tanker with a cargo-carrying capacity of approximately 92,000 dwt
and a double hull Panamax tanker with a cargo-carrying capacity of approximately
68,000 dwt. As of the end of 2006, we deployed our single hull Aframax tanker
for hire in the international spot market and positioned our double hull Panamax
product tanker near the port of Gibraltar and use it as a floating storage
facility. In February 2007, we agreed to sell our Aframax tanker and purchased
another double hull Panamax tanker with a cargo-carrying capacity of
approximately 68,000 dwt. We plan to use our additional double hull Panamax
product tanker as a floating storage facility.
Our Service Centers and Markets
Greece
We currently service our customers through our related company, Aegean Oil, in
the port of Piraeus, Greece. Aegean Oil has a license, which we are not
qualified to obtain, to operate as a physical supplier of refined marine
petroleum products in Piraeus. In the year ended December 31, 2006, we sold a
total of 497,442 metric tons of marine fuel in Piraeus. We currently compete
here against seven other physical suppliers, including Eko-Elda Abee., BP Hellas
S.A. and Sekavin S.A.
In addition to Piraeus, Aegean Oil has a license to operate as a physical
supplier of refined marine petroleum products in all ports in Greece, including
Patras, Thessaloniki and Crete. As we expand our business, we may elect to
service our customers in other Greek ports and seek a larger share of the total
Greek market for supply of marine petroleum products.
We support our operations in Greece from our office in Piraeus, which we lease.
Gibraltar
We possess a license issued by the Bunkering Superintendent of the Port of
Gibraltar to act as a physical supplier of marine petroleum products in
Gibraltar. In the year ended December 31, 2006, sold a total of 738,567 metric
tons of marine fuel in Gibraltar.
In the year ended December 31, 2006, we purchased the majority of our fuel in
Gibraltar from FAMM, which also engaged in limited supply operations in the
port. As of April 30, 2006, FAMM, as part of its strategy to cease its
operations in Gibraltar, terminated its marine petroleum products supply
agreement with us. We have been able to secure the supply of a sufficient
quantity of refined marine fuel and lubricants from other suppliers, including
Lynx Limited. We store our fuel in our floating storage facility, double hull
Panamax tanker, the Fos. We currently compete here against four other physical
suppliers, CESPA (Gibraltar) Ltd., Vemaoil Company Ltd., Shell Company of
Gibraltar Ltd. and Peninsula Petroleum Ltd.
We support our bunkering operations from our office in Gibraltar, which we
lease.
United Arab Emirates
We possess a license issued by Sharjah Economic Development Department to act as
a physical supplier of marine petroleum products in the port area of Fujairah.
In the year ended December 31, 2006, we sold a total of 548,747 metric tons of
marine fuel in Fujairah.
We purchase our fuel in Fujairah from a variety of different suppliers including
FAL Energy Co. Ltd., which also engages in supply operations in the port. We
compete here against other physical suppliers, including Fujairah National
Bunkering Co. LLC, ENOC Bunkering (Fujairah) LLC, FAL Energy Co. Ltd., Akron
Trade and Transport and Oil Marketing & Trading Inc.
We support our bunkering operations from our office in Fujairah, which we lease.
Jamaica
We are authorized by the Port Authority of Jamaica to act as a physical supplier
of marine petroleum products in Jamaica. We service our customers in the ports
of Kingston and Ocho Rios, Jamaica, and may elect to service our customers in
other locations in Jamaica. In the year ended December 31, 2006, we sold a total
of 436,860 metric tons of marine fuel in Jamaica.
In Jamaica, we have a long-term contract to purchase our fuel from the state
refinery, Petrojam Limited, which also engages in limited supply operations
within the port. We are not aware of any other physical suppliers of marine
petroleum products in Jamaica.
We support our bunkering operations from our office in Kingston, which we lease.
Singapore
We possess a license issued by the Maritime and Port Authority of Singapore to
act as a physical supplier of marine petroleum products in the port of
Singapore. Since the commencement of our physical supply operations on June 2,
2006 until December 31, 2006, we sold a total of 121,462 metric tons of marine
fuel in Singapore.
We purchase our fuel in Singapore from a variety of different suppliers
including BP Singapore Pte. Ltd., which also engages in supply operations in the
port. We compete here against other physical suppliers, including major oil
producers, Global Energy Trading Pte. Ltd., Consort Bunkers Pte. Ltd. and
Searights Maritime Services Pte. Ltd.
We support our bunkering operations from our office in Singapore, which we
lease.
Administrative Offices
Cyprus
We maintain an administrative office in Cyprus, which we lease. Our office in
Cyprus is responsible for, among other things, certain invoicing functions of
our principal operating subsidiary, AMP.
New York City
In December 2006, we established an executive office in New York City to oversee
our financial and other reporting functions.
Sales and Marketing
Most of our marketing, sales, ship-management and other related functions are
performed at our main offices in Piraeus, Greece. We also market our marine fuel
sales and services through our internal sales force located at our service
centers and our marketing office located in Edgewater, New Jersey. Our sales
force interacts with our established customers and markets our fuel sales and
services to large commercial shipping companies and foreign governments. We
believe our level of customer service, years of experience in the industry and
reputation for reliability are significant factors in retaining our customers
and attracting new customers. Our sales and marketing approach is designed to
create awareness of the benefits and advantages of our fuel sales and services.
We are active in industry trade shows and other available public forums.
Customers
We market marine fuel and related services to a broad and diversified base of
customers. During the years ended December 31, 2003 and 2004 sales made to the
United States Navy accounted for approximately 25% and 24% of our total
revenues, respectively. During the years ended December 31, 2003 and 2004, none
of our other customers accounted for more than 10% of our total revenues. During
the years ended December 31, 2005 and 2006, none of our customers accounted for
more than 10% of our total revenues. Our customers serviced during the past four
years, in addition to the United States government, include Greek-owned
commercial shipping companies such as Capital Maritime & Trading Corp., Neptune
Line Shipping and ENESEL S.A., other international shipping companies such as
A.P. Moller and Royal Carribean Cruises Ltd. and marine fuel traders and brokers
such as World Fuel Services Corporation.
Suppliers
We purchase our marine fuel and lubricants from refineries, oil majors or other
select suppliers around the world. In the year ended December 31, 2006, we
purchased marine petroleum products of approximately $155.0 million, or
approximately 21.3% of our total purchases of marine petroleum products from our
related company, Aegean Oil. The majority of our purchases of marine petroleum
products during the year ended December 31, 2006, were made from unrelated
third-party suppliers and totaled $573.6 million, or approximately 78.7% of our
total purchases of marine petroleum products. Our cost of fuel is generally tied
to spot pricing, market-based formulas or is governmentally controlled. We are
usually extended trade credit from our suppliers for our fuel purchases, which
is required to be secured by standby letters of credit or letters of guarantee
Competition
We compete with marine fuel traders and brokers such as World Fuel Services
Corporation, Chemoil Corporation and major oil producers, such as BP Marine,
Shell Marine Products and ExxonMobil Marine Fuel, for services and end
customers. We also compete with physical suppliers of marine fuel products such
as CESPA (Gibraltar) Ltd. and Fujairah National Bunkering Co. LLC for business
from traders and brokers as well as end customers. Our competitors include both
large corporations and small, specialized firms. Some of our competitors are
larger than we are and have substantially greater financial and other resources
than we do. Some of our suppliers also compete against us.
Environmental and Other Regulations
Government regulations and laws significantly affect the ownership and operation
of our tankers. We are subject to various international conventions, laws and
regulations in force in the countries in which our vessels may operate or are
registered.
A variety of governmental and private entities subject our tankers to both
scheduled and unscheduled inspections. These entities include the local port
authorities, national authorities, harbor masters or equivalent, classification
societies, flag state and charterers, particularly terminal operators and oil
companies. Some of these entities require us to obtain permits, licenses and
certificates for the operation of our tankers. Our failure to maintain necessary
permits or approvals could require us to incur substantial costs or temporarily
suspend operation of one or more of the vessels in our fleet.
We believe that the heightened levels of environmental and quality concerns
among insurance underwriters, regulators and charterers have led to greater
inspection and safety requirements on all tankers and may accelerate the
scrapping of older vessels throughout the industry. Increasing environmental
concerns have created a demand for tankers that conform to the stricter
environmental standards. We are required to maintain operating standards for all
of our vessels emphasizing operational safety, quality maintenance, continuous
training of our officers and crews and compliance with applicable local,
national and international environmental laws and regulations. We believe that
the operation of our vessels will be in substantial compliance with applicable
environmental laws and regulations and that our vessels have all material
permits, licenses, certificates or other authorizations necessary for the
conduct of our operations; however, because such laws and regulations are
frequently changed and may impose increasingly stricter requirements, we cannot
predict the ultimate cost of complying with these requirements, or the impact of
these requirements on the resale value or useful lives of our tankers. In
addition, a future serious marine incident that results in significant oil
pollution or otherwise causes significant adverse environmental impact could
result in additional legislation or regulation that could negatively affect our
profitability.
Tanker Restrictions
International Maritime Organization
The International Maritime Organization, or the IMO (the United Nations agency
for maritime safety), has adopted the International Convention for the
Prevention of Marine Pollution from Ships, 1973, as modified by the Protocol of
1978 relating thereto, which has been updated through various amendments, or the
MARPOL Convention. The MARPOL Convention relates to environmental standards
including oil leakage or spilling, garbage management, as well as the handling
and disposal of noxious liquids, harmful substances in packaged forms, sewage
and air emissions.
In April 2001, the IMO adopted regulations under the MARPOL Convention, which
became effective in September 2002, requiring the phase-out of most single hull
oil tankers by 2015 or earlier, depending on the age of the tanker and whether
it has segregated ballast tanks. Under the regulations, the flag state may allow
for some newer single hull ships registered in its country that conform to
certain technical specifications to continue operating until the 25th
anniversary of their delivery. Any port state, however, may deny entry of those
single hull tankers that are allowed to operate until their 25th anniversary to
ports or offshore terminals. These regulations have been adopted by over 150
nations, including many of the jurisdictions in which our tankers operate.
As a result of the oil spill in November 2002 relating to the loss of the MT
Prestige, which was owned by a company not affiliated with us, in December 2003,
the Marine Environmental Protection Committee of the IMO, or MEPC, adopted an
amendment to a MARPOL Convention, which became effective in April 2005. The
amendment revised an existing regulation 13G accelerating the phase-out of
single hull oil tankers and adopted a new regulation 13H on the prevention of
oil pollution from oil tankers when carrying heavy grade oil. Under the revised
regulation, single hull oil tankers must be phased out no later than April 5,
2005 or the anniversary of the date of delivery of the ship on the date or in
the year specified in the following table:
Category of Oil Tankers Date of Year
----------------------- ------------
Category 1--oil tankers of 20,000 April 5, 2005 for ships delivered
dwt and above carrying crude oil, on April 5, 1982 or earlier; or
fuel oil, heavy diesel oil or 2005 for ships delivered after
lubricating oil as cargo, and of April 5, 1982
30,000 dwt and above carrying other
oils, which do not comply with the
requirements for protectively
located segregated ballast tanks
Category 2--oil tankers of 20,000 April 5, 2005 for ships delivered
dwt and above carrying crude oil, on April 5, 1977 or earlier 2005
fuel oil, heavy diesel oil or for ships delivered after April 5,
lubricating oil as cargo, and of 1977 but before January 1, 1978
30,000 dwt and above carrying other 2006 for ships delivered in 1978 and 1979
oils, which do comply with the 2007 for ships delivered in 1980 and 1981
protectively located segregated 2008 for ships delivered in 1982
ballast tank requirements 2009 for ships delivered in 1983
and 2010 for ships delivered in 1984 or later
Category 3--oil tankers of 5,000
dwt and above but less than the
tonnage specified for Category 1
and 2 tankers.
Under the revised regulations, the flag state may allow for some newer single
hull oil tankers registered in its country that conform to certain technical
specifications to continue operating until the earlier of the anniversary of the
date of delivery of the vessel in 2015 or the 25th anniversary of their
delivery. Any port state, however, may deny entry of those single hull oil
tankers that are allowed to operate until the earlier of their anniversary date
of delivery in 2015 or the year in which the ship reaches 25 years of age after
the date of its delivery, whichever is earlier.
The MEPC, in October 2004, adopted a unified interpretation to regulation 13G
that clarified the date of delivery for tankers that have been converted. Under
the interpretation, where an oil tanker has undergone a major conversion that
has resulted in the replacement of the fore-body, including the entire cargo
carrying section, the major conversion completion date of the oil tanker shall
be deemed to be the date of delivery of the ship, provided that:
o the oil tanker conversion was completed before July 6, 1996;
o the conversion included the replacement of the entire cargo section and
fore-body and the tanker complies with all the relevant provisions of
MARPOL Convention applicable at the date of completion of the major
conversion; and
o the original delivery date of the oil tanker will apply when considering
the 15 years of age threshold relating to the first technical
specifications survey to be completed in accordance with MARPOL Convention.
In December 2003, the MEPC adopted a new regulation 13H on the prevention of oil
pollution from oil tankers when carrying heavy grade oil, or HGO, which includes
most of the grades of marine fuel. The new regulation bans the carriage of HGO
in single hull oil tankers of 5,000 dwt and above after April 5, 2005, and in
single hull oil tankers of 600 dwt and above but less than 5,000 dwt, no later
than the anniversary of their delivery in 2008.
Under regulation 13H, HGO means any of the following:
o crude oils having a density at 15oC higher than 900 kg/m(3);
o fuel oils having either a density at 15oC higher than 900 kg/m(3) or a
kinematic viscosity at 50oC higher than 180 mm(2)/s; or
o bitumen, tar and their emulsions.
Under the regulation 13H, the flag state may allow continued operation of oil
tankers of 5,000 dwt and above, carrying crude oil with a density at 15oC higher
than 900 kg/m(3) but lower than 945 kg/m(3), that conform to certain technical
specifications and, in the opinion of the such flag state, the ship is fit to
continue such operation, having regard to the size, age, operational area and
structural conditions of the ship and provided that the continued operation
shall not go beyond the date on which the ship reaches 25 years after the date
of its delivery. The flag state may also allow continued operation of a single
hull oil tanker of 600 dwt and above but less than 5,000 dwt, carrying HGO as
cargo, if, in the opinion of the such flag state, the ship is fit to continue
such operation, having regard to the size, age, operational area and structural
conditions of the ship, provided that the operation shall not go beyond the date
on which the ship reaches 25 years after the date of its delivery.
The flag state may also exempt an oil tanker of 600 dwt and above carrying HGO
as cargo if the ship is either engaged in voyages exclusively within an area
under the its jurisdiction, or is engaged in voyages exclusively within an area
under the jurisdiction of another party, provided the party within whose
jurisdiction the ship will be operating agrees. The same applies to vessels
operating as floating storage units of HGO.
Any port state, however, can deny entry of single hull tankers carrying HGO
which have been allowed to continue operation under the exemptions mentioned
above, into the ports or offshore terminals under its jurisdiction, or deny
ship-to-ship transfer of HGO in areas under its jurisdiction except when this is
necessary for the purpose of securing the safety of a ship or saving life at
sea.
European Union
In July 2003, in response to the MT Prestige oil spill in November 2002, the
European Union, or the EU, adopted a regulation that accelerates the IMO single
hull tanker phase-out timetable. Under that regulation, no oil tanker is allowed
to operate under the flag of a EU member state, nor shall any oil tanker,
irrespective of its flag, be allowed to enter into ports or offshore terminals
under the jurisdiction of a EU member state after the anniversary of the date of
delivery of the ship in the year specified in the following table, unless that
tanker is double hull:
Category of Oil Tankers Date of Year
----------------------- ------------
Category 1--oil tankers of 20,000 April 5, 2005 for ships delivered
dwt and above carrying crude oil, on April 5, 1982 or earlier; or
fuel oil, heavy diesel oil or 2005 for ships delivered after
lubricating oil as cargo, and of April 5, 1982
30,000 dwt and above carrying other
oils, which do not comply with the
requirements for protectively
located segregated ballast tanks
Category 2--oil tankers of 20,000 April 5, 2005 for ships delivered
dwt and above carrying crude oil, on April 5, 1977 or earlier 2005
fuel oil, heavy diesel oil or for ships delivered after April 5,
lubricating oil as cargo, and of 1977 but before January 1, 1978
30,000 dwt and above carrying other 2006 for ships delivered in 1978 and 1979
oils, which do comply with the 2007 for ships delivered in 1980 and 1981
protectively located segregated 2008 for ships delivered in 1982
ballast tank requirements 2009 for ships delivered in 1983
and 2010 for ships delivered in 1984 or later
Category 3--oil tankers of 5,000
dwt and above but less than the
tonnage specified for Category 1
and 2 tankers.
Furthermore, under the regulation, all oil tankers of 5,000 dwt or less must
comply with the double hull requirements no later than the anniversary date of
delivery of the ship in the year 2008. The regulation, however, provides that
oil tankers operated exclusively in ports and inland navigation may be exempted
from the double hull requirement provided that they are duly certified under
inland water legislation.
The EU, following the lead of certain EU nations such as Italy and Spain, has
also banned single hull tankers 5,000 dwt or above and single hull tankers 600
dwt and above but less than 5,000 dwt from carrying HGO as of October 2003 and
as of the anniversary date of delivery in 2008, respectively, regardless of
flag, from entering or leaving its ports or offshore terminals or anchoring in
areas under its jurisdiction. Commencing in 2005, certain single hull tankers
above 15 years of age will also be restricted from entering or leaving EU ports
or offshore terminals and anchoring in areas under EU jurisdiction.
We plan to pursue all reasonably practicable measures to extend each of our
single-hull tanker's operating life for the maximum permissible time under
applicable regulations.
Other Restrictions
The IMO has also negotiated international conventions that impose liability for
oil pollution in international waters and a signatory's territorial waters. In
September 1997, the IMO adopted Annex VI to the MARPOL Convention, or Annex VI,
to address air pollution from ships. Annex VI was ratified in May 2004, and
became effective in May 2005. Annex VI sets limits on sulfur oxide and nitrogen
oxide emissions from ship exhausts and prohibits deliberate emissions of ozone
depleting substances, such as chlorofluorocarbons. Annex VI also includes a
global cap on the sulfur content of fuel oil and allows for special areas to be
established with more stringent controls on sulfur emissions.
We believe that all our vessels are currently compliant in all material respects
with these regulations. Additional or new conventions, laws and regulations may
be adopted that could adversely affect our business, cash flows, results of
operations and financial condition.
The IMO has also adopted the International Convention for the Safety of Life at
Sea, or SOLAS Convention, which imposes a variety of standards to regulate
design and operational features of ships. SOLAS Convention standards are revised
periodically. We believe that all our vessels are in substantial compliance with
SOLAS Convention standards.
Under the International Safety Management Code for the Safe Operation of Ships
and for Pollution Prevention, or the ISM Code, promulgated by the IMO in 1993,
the party with operational control of a vessel is required to develop an
extensive safety management system that includes, among other things, the
adoption of a safety and environmental protection policy setting forth
instructions and procedures for operating its vessels safely and describing
procedures for responding to emergencies. In 1998, the ISM Code became mandatory
by the adoption of Chapter IX of SOLAS.
The ISM Code requires that vessel operators obtain a safety management
certificate for each vessel they operate. This certificate evidences compliance
by a vessel's management with code requirements for a safety management system.
No vessel can obtain a certificate unless its operator has been awarded a
document of compliance, issued by each flag state, under the ISM Code. We have
all material requisite documents of compliance for our offices and safety
management certificates for vessels in our fleet for which the certificates are
required by the IMO. We are required to renew these documents of compliance and
safety management certificates annually.
Noncompliance with the ISM Code and other IMO regulations may subject the
shipowner or bareboat charterer to increased liability, may lead to decreases in
available insurance coverage for affected vessels and may result in the denial
of access to, or detention in, some ports. For example, the U.S. Coast Guard and
European Union authorities have indicated that vessels not in compliance with
the ISM Code will be prohibited from trading in U.S. and European Union ports.
Many countries have ratified and follow the liability plan adopted by the IMO
and set out in the International Convention on Civil Liability for Oil Pollution
Damage of 1969, as amended in 2000, or the CLC. Under this convention and
depending on whether the country in which the damage results is a party to the
1992 Protocol to the CLC, a vessel's registered owner is strictly liable for
pollution damage caused in the territorial waters of a contracting state by
discharge of persistent oil, subject to certain complete defenses. The limits on
liability outlined in the 1992 Protocol use the International Monetary Fund
currency unit of Special Drawing Rights, or SDR. Under an amendment to the 1992
Protocol that became effective on November 1, 2003, for vessels of 5,000 to
140,000 gross tons (a unit of measurement for the total enclosed spaces within a
vessel), liability will be limited to approximately 4.51 million SDR plus 631
SDR for each additional gross ton over 5,000. For vessels of over 140,000 gross
tons, liability will be limited to 89.77 million SDR. The exchange rate between
SDRs and U.S. dollars was 0. 661238 SDR per U.S. dollar on April 4, 2007. As the
convention calculates liability in terms of a basket of currencies, these
figures are based on currency exchange rates on March 28, 2007. The right to
limit liability is forfeited under the International Convention on Civil
Liability for Oil Pollution Damage where the spill is caused by the owner's
actual fault and under the 1992 Protocol where the spill is caused by the
owner's intentional or reckless conduct. Vessels trading to states that are
parties to these conventions must provide evidence of insurance covering the
liability of the owner. In jurisdictions where the International Convention on
Civil Liability for Oil Pollution Damage has not been adopted, various
legislative schemes or common law govern, and liability is imposed either on the
basis of fault or in a manner similar to that convention. We believe that our
protection and indemnity insurance will cover the liability under the plan
adopted by the IMO.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001, there have been a variety of
initiatives intended to enhance vessel security. In December 2002, amendments to
SOLAS created a new chapter of the convention dealing specifically with maritime
security. The new chapter became effective in July 2004 and imposes various
detailed security obligations on vessels and port authorities, most of which are
contained in the International Ship and Port Facility Security Code, or the ISPS
Code. The ISPS Code is designed to protect ports and international shipping
against terrorism. After July 1, 2004, to trade internationally, a vessel must
attain an International Ship Security Certificate from a recognized security
organization approved by the vessel's flag state. Among the various requirements
are:
o on-board installation of ship security alert systems, which do not sound on
the vessel but only alerts the authorities on shore;
o the development of vessel security plans;
o ship identification number to be permanently marked on a vessel's hull;
o a continuous synopsis record kept onboard showing a vessel's history
including, the name of the ship and of the state whose flag the ship is
entitled to fly, the date on which the ship was registered with that state,
the ship's identification number, the port at which the ship is registered
and the name of the registered owner(s) and their registered address; and
o compliance with flag state security certification requirements.
We have implemented the various security measures addressed by SOLAS and the
ISPS Code, and our fleet is in compliance with applicable security requirements.
Inspection by Classification Societies
Our tankers have been certified as being "in-class" by Lloyds Register of
Shipping Germanischer Lloyd, American Bureau of Shipping, Det Norske Veritas and
Bureau Veritas, all of which are members of the International Association of
Classification Societies. Generally, the regulations of vessel registries
accepted by international lenders in the shipping industry require that an
oceangoing vessel's hull and machinery be evaluated by a classification society
authorized by the country of registry. The classification society certifies that
the vessel has been built and maintained in accordance with the rules of the
classification society and complies with applicable rules and regulations of the
vessel's country of registry and the international conventions of which that
country is a member. Each vessel is inspected by a surveyor of the
classification society in three surveys of varying frequency and thoroughness:
every year for the annual survey, every two to three years for intermediate
surveys and every four to five years for special surveys. Should any defects be
found, the classification surveyor generally issues a notation or recommendation
for appropriate repairs, which have to be made by the shipowner within the time
limit prescribed. Vessels may be required, as part of the annual and
intermediate survey process, to be drydocked for inspection of the underwater
portions of the vessel and for necessary repair stemming from the inspection.
Special surveys always require drydocking.
Risk of Loss and Insurance Coverage
General
The operation of any tanker vessel involves risks such as mechanical failure,
physical damage, collision, property loss, inventory loss or damage and business
interruption due to political circumstances in foreign countries, hostilities
and labor strikes. In addition, there is always an inherent possibility of
marine disaster, including oil spills and other environmental mishaps, and the
liabilities arising from owning and operating vessels in international trade.
While we believe that our present insurance coverage is adequate, not all risks
can be insured against, and there can be no guarantee that any specific claim
will be paid, or that we will always be able to obtain adequate insurance
coverage at reasonable rates.
Hull and Machinery and War Risk Insurance
We have obtained marine hull and machinery and war risk insurance policies,
which provide coverage for the risk of actual or constructive total loss, for
all our vessels. Each of our vessels is covered for up to its fair market value.
We have also obtained increased value insurance policies for most of our
vessels. Under the increased value insurance, we will be able to recover the sum
insured under the policy in addition to the sum insured under our hull and
machinery policy in the event of the total loss of the vessel. Increased value
insurance policies also cover excess liabilities that are not recoverable in
full by the hull and machinery policies by reason of under-insurance.
Protection and Indemnity Insurance
Protection and indemnity insurance policies, which cover our third-party
liabilities in connection with our shipping activities, are provided by mutual
protection and indemnity associations, or P&I Associations. These insurance
policies cover third-party liability and other related expenses of injury or
death of crew, passengers and other third parties, loss or damage to cargo,
claims arising from collisions with other vessels, damage to other third-party
property, pollution arising from oil or other substances, and salvage, towing
and other related costs, including wreck removal. Protection and indemnity
insurance policies are a form of mutual indemnity insurance policies, extended
by protection and indemnity mutual associations, or "clubs." Subject to the
"capping" of exposure discussed below, our coverage, except for pollution, is
unlimited.
Our current protection and indemnity insurance coverage for pollution is up to
$1.0 billion per vessel per incident. The 14 P&I Associations that compose the
International Group insure approximately 90% of the world's commercial tonnage
and have entered into a pooling agreement to reinsure each association's
liabilities. Each P&I Association has capped its exposure to this pooling
agreement at $4.5 billion. As a member of a P&I Association that is a member of
the International Group, we are subject to calls payable to the associations
based on our claim records as well as the claim records of all other members of
the individual associations, and members of the International Group.
Trademarks and Licenses
We have enter into a trademark license agreement with Aegean Oil pursuant to
which Aegean Oil granted us a non-transferable, non-exclusive, perpetual
(subject to termination for material breach), world-wide, royalty-free right and
license to use certain trademarks related to the Aegean logo and "Aegean Marine
Petroleum" in connection with marine fuel supply services.
Seasonality
Our business is not seasonal.
Legal Proceedings
In the ordinary course of business, we may be subject to legal proceedings and
claims for damages or penalties relating to, among other things, personal
injury, property casualty and environmental contamination. We expect that these
claims will be covered by our insurance policies, subject to customary
deductibles. Those claims, even if lacking merit, could result in the
expenditure of significant financial and managerial resources.
On November 30, 2005, a third party initiated a civil lawsuit in the Court of
First Instance in Piraeus against us seeking a payment of approximately $10.0
million and legal expenses. The suit alleges that the plaintiff is entitled to
the commissions of $1 per ton of marine petroleum sold in Jamaica during a
12-year period beginning on March 1, 2005. In 2007, the Court of First Instance
ruled that the claim is maritime-related and not within its jurisdiction.
Accordingly, the claim was referred to the Maritime Disputes Division of the
Court of First Instance in Piraeus. The case was re-scheduled to be heard on
October 30, 2007. Although it is not possible to predict the outcome of this
litigation, based on the facts known to us, we believe that this litigation will
not have a material adverse effect on our financial position or results of
operations. We are not involved in any other legal proceedings which may have,
or have had, a significant effect on our business, financial position, results
of operations or liquidity, nor are we aware of any legal proceedings that are
pending or threatened which may have a significant effect on our business,
financial position, results of operations or liquidity.
C. Organizational Structure
Aegean Marine Petroleum Network Inc. is a Marshall Islands holding
company and transact our bunkering business primarily through Aegean Marine
Petroleum S.A., or AMP, a wholly-owned subsidiary incorporated in Liberia and
operate our service centers through Aegean Bunkering Gibraltar Ltd., Aegean
Bunkering Jamaica Ltd. and Aegean Bunkering (Singapore) Pte. Ltd., separate
wholly-owned subsidiaries incorporated in Gibraltar, Jamaica and Singapore,
respectively, and Aegean Marine Petroleum LLC, a controlled subsidiary
incorporated in the United Arab Emirates, which is 51% owned by a local nominee
(each of us and the local nominee has the right of first refusal to purchase the
other's shares). We provide the management of our bunkering tankers through
Aegean Bunkering Services Inc., a wholly-owned subsidiary incorporated in the
Marshall Islands, and marketing and consulting services for our operations
through Aegean Oil (USA), LLC, our wholly-owned subsidiary formed in Delaware,
the U.S. We hold certain of our subsidiaries through Aegean Holdings S.A. and
Aegean Investments S.A., our wholly-owned subsidiaries incorporated in the
Marshall Islands, and hold our vessel-owning subsidiaries through Aegean
Shipholdings Inc., a wholly-owned subsidiary incorporated in the Marshall
Islands. As of December 31, 2006, we owned our vessels through separate
wholly-owned subsidiaries listed in the following table:
Vessel Name or
Vessel-owning Subsidiary Country of Incorporation Hull Number
------------------------ ------------------------ -----------
Carmel Investment Corp. Marshall Islands Aegean Rose
Evian Enterprises Co. Marshall Islands Aegean Daisy
Clyde Shipping Corp. Marshall Islands Aegean Tulip
Tiffany Marine S.A. Marshall Islands Aegean Tiffany
Aegean Breeze Shipping Pte. Ltd. Singapore Aegean Breeze I
Aegean X Maritime Inc. Marshall Islands Aegean X
Pontos Navigation Inc. Marshall Islands Aegean Flower
Aegean VII Shipping Ltd. Malta Aegean VII
Venus Holding Company Marshall Islands Aegean IX
Carnaby Navigation Inc. Liberia Aegean Pride I
Baltic Navigation Company Marshall Islands Aegean Force
Mare Vision S.A. Marshall Islands Aegean XI
Baldwin Management Co. Marshall Islands Aegean Hellas
Aegean Tanking S.A. Liberia Fos
Milos Maritime Inc. Marshall Islands DN-3500-1
Serifos Maritime Inc. Marshall Islands DN-3500-2
Kithnos Maritime Inc. Marshall Islands DN-3500-3
Amorgos Maritime Inc. Marshall Islands DN-3500-4
Kimolos Maritime Inc. Marshall Islands DN-3500-5
Syros Maritime Inc. Marshall Islands DN-3500-6
Mykonos Maritime Inc. Marshall Islands DN-3500-7
Santorini Maritime Inc. Marshall Islands DN-3500-8
Paros Maritime Inc. Marshall Islands DN-3500-9
Naxos Maritime Inc. Marshall Islands DN-3500-10
Kerkyra Marine S.A. Liberia QHS 207
Ithaki Marine S.A. Liberia QHS 208
Cephallonia Marine S.A. Liberia QHS 209
Paxoi Marine S.A. Liberia QHS 210
Zakynthos Marine S.A. Liberia QHS 215
Lefkas Marine S.A. Liberia QHS 216
Kythira Marine S.A. Liberia QHS 217
Eton Marine Ltd. Liberia QHS 220
Tasman Seaways Inc. Liberia QHS 221
Benmore Services S.A. Liberia QHS 222
Ingram Enterprises Co. Liberia QHS 223
Santon Limited Liberia QHS 224
Ocean Dynamic Corp. Marshall Islands N 2230007
Sea Global S.A. Marshall Islands N 222000
In February 2007, we formed an indirectly wholly-owned subsidiary, Ouranos
Tanking S.A., a Liberian corporation, that took delivery of our newly purchased
double hull Panamax tanker, Ouranos.
D. Property, Plant and Equipment
Real Property
The following table presents certain information on our leased and owned
properties as of December 31, 2006. We consider our properties to be suitable
and adequate for our present needs.
Leased Lease
Location Principal Use or Owned Expiration Date
-------- ------------- -------- ---------------
Piraeus, Greece Business coordination center and Leased May 2011 and May 2012
ship-management office
Khor Fakkan, the United Arab Administrative and operations office Leased September 2007
Emirates
Gibraltar Administrative and operations office Leased April 2140
Kingston, Jamaica Administrative and operations office Leased 90 days notice
Singapore Administrative and operations office Leased August 2007
Edgewater, New Jersey Sales and marketing office Owned
New York City, New York Administrative office Leased December 2007
Nicosia, Cyprus Administrative office Leased May 2010
Fleet
The following table lists our fleet of owned vessels as of December 31, 2006:
Name Double Hull Flag Build Dwt
---- ----------- ---- ----- ---
Bunkering Tankers:
Aegean Tiffany Yes Malta 2004 2,747
Aegean Breeze I Yes Singapore 2004 2,747
Aegean Flower Yes Malta 2001 6,523
Aegean Tulip Yes Gibraltar 1993 4,853
Aegean Rose Yes Gibraltar 1988 4,935
Aegean Daisy Yes Gibraltar 1988 4,935
Aegean X Yes Panama 1982 6,400
Aegean Pride I Yes Liberia 1982 11,538
Aegean XI Yes Liberia 1984 11,050
Aegean Force Yes Liberia 1980 6,679
Aegean VII No Malta 1984 3,892
Aegean IX No Panama 1976 7,216(1)
Aframax Tanker:
Aegean Hellas No Bahamas 1982 91,602
Panamax Tanker:
Fos Yes Liberia 1981 67,980
---------------------
(1) Currently certified for use of 4,999 dwt.
In February 2007, we purchased and took delivery of one double hull Panamax
product tanker, built in 1983 and flagged in Liberia, with a cargo-carrying
capacity of approximately 68,000 dwt.
The following table presents certain information concerning 22 bunkering tankers
that we have contracted to build and the nine additional bunkering tankers that
we have options to build. The exercise notice for the option for five bunkering
tankers to be built by Fujian Southeast Shipyard, which we call Fujian, has been
tendered and terms of newbuilding contracts are being reviewed. The option for
four bunkering tankers to be built by Qingdao Hyundai is exercisable prior to
the delivery of the first Qingdao Hyundai newbuilding vessel, which is expected
to occur in November 2007.
Hull Number Hull Type Expected Delivery Dwt Shipyard
----------- --------- ----------------- --- --------
Bunkering Tankers Under Contracts:
DN-3500-1 Double Hull Q2 2007 3,800 Fujian
DN-3500-2 Double Hull Q3 2007 3,800 Fujian
DN-3500-3 Double Hull Q3 2007 3,800 Fujian
DN-3500-4 Double Hull Q4 2007 3,800 Fujian
DN-3500-5 Double Hull Q4 2007 3,800 Fujian
DN-3500-6 Double Hull Q1 2008 3,800 Fujian
DN-3500-7 Double Hull Q2 2008 3,800 Fujian
DN-3500-8 Double Hull Q2 2008 3,800 Fujian
DN-3500-9 Double Hull Q3 2008 3,800 Fujian
DN-3500-10 Double Hull Q3 2008 3,800 Fujian
QHS 207 Double Hull Q4 2008 5,500 Hyundai
QHS 208 Double Hull Q1 2009 5,500 Hyundai
QHS 209 Double Hull Q1 2009 5,500 Hyundai
QHS 210 Double Hull Q1 2009 5,500 Hyundai
QHS 215 Double Hull Q2 2009 5,500 Hyundai
QHS 216 Double Hull Q3 2009 5,500 Hyundai
QHS 217 Double Hull Q3 2009 5,500 Hyundai
QHS 220 Double Hull Q4 2007 5,500 Hyundai
QHS 221 Double Hull Q2 2008 5,500 Hyundai
QHS 222 Double Hull Q3 2009 5,500 Hyundai
QHS 223 Double Hull Q3 2009 5,500 Hyundai
QHS 224 Double Hull Q4 2009 5,500 Hyundai
Bunkering Tankers Under Option:
N/A Double Hull Q4 2008 3,800 Fujian
N/A Double Hull Q1 2009 3,800 Fujian
N/A Double Hull Q2 2009 3,800 Fujian
N/A Double Hull Q3 2009 3,800 Fujian
N/A Double Hull Q3 2009 3,800 Fujian
N/A Double Hull Q4 2009 5,500 Hyundai
N/A Double Hull Q4 2009 5,500 Hyundai
N/A Double Hull Q1 2010 5,500 Hyundai
N/A Double Hull Q1 2010 5,500 Hyundai
The following table presents certain information concerning our two specialty
tankers under the newbuilding contracts and the option to purchase, or to have
built, two specialty tankers exercisable on or before the launching of the first
of two specialty tankers and on the delivery date of the first of two specialty
tankers under contract for two additional specialty tankers.
Hull Number Hull Type Expected Delivery Dwt
----------- --------- ----------------- ---
Specialty Tankers Under Contracts:
N 222000 Double Hull Q3 2007 2,400
N 2230007 Double Hull Q4 2007 2,400
Specialty Tankers Under Option:
N/A Double Hull Q2 2008 2,400
N/A Double Hull Q3 2008 2,400
N/A Double Hull Q4 2008 2,400
N/A Double Hull Q1 2009 2,400
ITEM 4A. UNRESOLVED STAFF COMMENTS
None
ITEM 5. FINANCIAL REVIEW AND PROSPECTS
The following management's discussion and analysis of the results of our
operations and our financial condition should be read in conjunction with the
financial statements and the notes to those statements included elsewhere in
this report. This discussion includes forward-looking statements that involve
risks and uncertainties. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of many factors,
such as those set forth in the "Risk Factors" section and elsewhere in this
report.
A. Operating Results
General
We are a marine fuel logistics company that physically supplies and markets
refined marine fuel and lubricants to ships in port and at sea. As a physical
supplier, we purchase marine fuel from refineries, major oil producers and other
sources and resell and deliver these fuels using our bunkering tankers to a
broad base of end users.
We sell marine petroleum products to customers primarily at a margin over PLATTS
prices (benchmark market prices). PLATTS prices are quoted daily by region and
by terms of delivery. We have not had a significant number of long-term written
agreements with customers. Under a typical sales contract, a customer requests
that we quote a fixed price per metric ton for the sale and delivery of a
specified volume and classification of marine fuel on a given date. The customer
requests a quotation several days prior to the delivery date. We, generally, do
not quote prices for periods in excess of one week. Once an agreement has been
made with a customer, we are deemed to be bound to deliver the specified
quantity and classification of marine fuel at the quoted fixed price on the
specified delivery date to an identified vessel at a named location. We remain
responsible for securing the supply of marine fuel from the supplier and for
delivering the marine fuel to the customer's vessel.
We purchase marine petroleum products from reputable suppliers under either
long-term supply contracts or on the spot markets at a margin over PLATTS
prices. Except for our service center in Gibraltar, we generally take deliveries
of the products on the day of, or few days prior to, the delivery of the
products to the customer's vessel. In Gibraltar, utilizing our storage facility,
we generally take deliveries of the products generally more than one but less
than two weeks prior to delivery of the products to our customers. The cost of
our marine fuel purchases is generally fixed at the date of loading from the
supplier's premises. Generally, under our long-term supply contracts, the
supplier undertakes to supply us with a minimum quantity of marine fuel per
month subject to a maximum. Price calculations vary from supplier to supplier in
terms of the supplier's margins, the referenced PLATTS prices and the
calculation of the average PLATTS price. Depending on the agreement with each
supplier, the referenced PLATTS price could be the spot price or an average
price over a specified period.
We deliver marine petroleum products to our customers mainly through our
bunkering tankers. We are responsible for paying our tankers' operating
expenses, including the cost of crewing, insuring, repairing and maintaining the
vessel, spares and consumable stores, tonnage taxes and other vessel-related
expenses. Our bunkering tankers are not used for the transportation of petroleum
products across oceans. Accordingly, a significant portion of our vessel
operating expenses are fixed or semi-variable (e.g., a bunkering tanker's
insurance costs, crew wages and certain other costs are incurred irrespective of
the number of sales deliveries it makes during a period) and, as a group,
represent the most significant operating expense for us other than the cost of
marine petroleum products sold.
We incur overhead costs to support our operations. In general, the logistics of
purchasing, selling and delivering marine fuel to customers are managed and
coordinated by employees at our marketing and operating office in Greece,
employees at our local service centers and the crew of our bunkering tankers.
Factors Affecting Our Results of Operations
We believe that the important measures for analyzing trends in our results of
operations consist of the following:
o Sales volume of marine fuel. We define the sales volume of marine fuel as
the volume of sales of various classifications of marine fuel oil, or MFO,
marine diesel oil, or MDO, and marine gas oil, or MGO, for the relevant
period, measured in metric tons. The sales volume of marine fuel is an
indicator of the size of our operations as it affects both the sales and
the cost of marine petroleum products recorded during a given period. Sales
volume of marine fuel does not include the sales volume of lubricants due
to insignificant volumes for all periods presented.
o Gross spread on marine petroleum products and gross spread per metric ton
of marine fuel sold. Gross spread on marine petroleum products represents
the margin that we generate on sales of marine fuel and lubricants. We
calculate gross spread on marine petroleum products by subtracting from
sales of marine petroleum products the cost of marine petroleum products
sold, i.e., the amount we pay our suppliers for those products. For
arrangements in which we physically supply marine petroleum products using
our bunkering tankers, costs of marine petroleum products sold represents
amounts paid by us for marine petroleum products sold in the relevant
reporting period. For arrangements in which marine petroleum products are
purchased from our related company, Aegean Oil, cost of marine petroleum
products sold represents the total amount paid by us to the physical
supplier for marine petroleum products and their delivery to our customers.
Gross spread per metric ton of marine fuel sold represents the margins we
generate per metric ton of marine fuel sold. We calculate gross spread per
metric ton of marine fuel sold by dividing the gross spread on marine fuel by
the sales volume of marine fuel. Marine fuel sales do not include sales of
lubricants. The following table reflects the calculation of gross spread per
metric ton of marine fuel sold for the periods presented:
For the Year Ended
December 31,
-------------------------------------------
2004 2005 2006
------------- --------------- -------------
(in thousands of U.S. dollars, unless
otherwise stated)
Gross spread on marine petroleum products 24,997 40,804 62,020
Less: Sales of lubricants (3,471) (3,824) (6,628)
Add: Cost of lubricants sold 3,097 3,560 6,173
------------- -------------- -------------
Gross spread on marine fuel 24,623 40,540 61,565
============= ============== =============
Sales volume of marine fuel (metric tons) 1,169,430 1,746,377 2,367,289
Gross spread per metric ton of marine fuel sold (U.S. dollars) 21.1 23.2 26.0
============= ============== =============
The following table reconciles our gross spread on marine petroleum
products sold to the most directly comparable GAAP measure, operating
income, for all periods presented:
For the Year Ended
December 31,
----------------------------- -------------
2004 2005 2006
------------- --------------- -------------
(in thousands of U.S. dollars)
Gross spread on marine petroleum products 24,997 40,804 62,020
Add: Voyage revenues 14,983 10,450 11,639
Add: Other revenues 593 1,275 1,516
Less: Salaries, wages and related costs (5,052) (8,958) (12,871)
Less: Vessel hire charges (2,436) (518) -
Less: Depreciation (1,546) (2,226) (4,240)
Less: Amortization of drydocking costs (386) (636) (1,684)
Less: Management fees (183) (182) (223)
Less: Other operating expenses (12,348) (16,629) (25,697)
------------- -------------- -------------
Operating income 18,622 23,380 30,460
============= ============== =============
The amount that we have to pay for marine petroleum products to fulfill a
customer order has been the primary variable in determining the prices
quoted to customers. Therefore, we evaluate gross spread per metric ton of
marine fuel sold and gross spread on marine petroleum products in pricing
individual transactions and in long-term strategic pricing decisions. We
actively monitor our pricing and sourcing strategies in order to optimize
our gross spread on marine petroleum products. We believe that this measure
is important to investors because it is an effective intermediate
performance measure of the strength of our operations.
Gross spread on marine petroleum products and gross spread per metric ton
of marine fuel sold should not be considered as alternatives to operating
income, net income or other GAAP measures and may not be comparable to
similarly titled measures of other companies. Gross spread on marine
petroleum products and gross spread per metric ton of marine fuel sold do
not reflect certain direct and indirect costs of delivering marine
petroleum products to our customers (such as crew salaries or vessel
depreciation) or other costs of doing business.
o Number of service centers. Our service centers include our physical supply
operations in the United Arab Emirates, Gibraltar, Jamaica and Singapore,
as well as in Greece, where we conduct operations through our related
company, Aegean Oil. The number of service centers that we maintain is an
indicator of the geographical distribution of our operations and affects
both the amount of revenues and expenses that we record during a given
period. We commenced physical supply operations in Singapore on June 2,
2006.
o Average number of bunkering tankers. We define our average number of
bunkering tankers as the number of bunkering tankers in our fleet for the
relevant period, as measured by the sum of the number of days each
bunkering tanker was used as a part of our 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. The average number of
bunkering tankers is an indicator of the size of our fleet and operations
and affects both the amount of revenues and expenses that we record during
a given period.
The following table reflects our sales volume of marine fuel, gross spread on
marine petroleum products, gross spread per metric ton of marine fuel sold,
number of service centers and average number of bunkering tankers for the
periods indicated.
Year Ended December 31,
-------------------------------- ---------------
2004 2005 2006
-------------- ---------------- ---------------
(in thousands of U.S. dollars unless otherwise
stated)
Sales volume of marine fuel (metric tons) 1,169,430 1,746,377 2,367,289
Gross spread on marine petroleum products 24,997 40,804 62,020
Gross spread per metric ton of marine fuel sold (U.S.
dollars) 21.1 23.2 26.0
Number of service centers, end of period 3.0 4.0 5.0
Average number of bunkering tankers 6.8 9.0 11.1
Sales of Marine Petroleum Products and Gross Spread on Marine Petroleum Products
Our sales of marine petroleum products and gross spread on marine petroleum
products consist of the sales revenue and gross spread that we generate on sales
of marine fuel and lubricants.
Our sales of marine petroleum products are driven primarily by the number of our
service centers, the number of bunkering tankers in our fleet, our sales prices
and our credit terms and credit control process. The cost of marine petroleum
products sold is driven primarily by availability of marine petroleum products,
our purchasing methods, supplier cost prices and credit terms and our internal
quality control processes. These drivers, in turn, are affected by a number of
factors, including:
o our entrance into new markets;
o our purchasing methods of marine petroleum products;
o our marketing strategy;
o our vessel acquisitions and disposals;
o PLATTS prices;
o conditions in the international shipping and the marine fuel supply
industries;
o regulation of the marine fuel supply industry;
o regulation of the tanker industry;
o levels of supply of and demand for marine petroleum products;
o levels of competition; and
o other factors affecting our industry.
The following table reflects our growth in sales of marine petroleum products in
each of our service centers for the periods indicated. The sales of marine
petroleum products attributed to each service center are based on the
point-of-delivery geographical location of the customer vessels.
Year Ended December 31,
---------------------------- -------------
2004 2005 2006
------------- -------------- -------------
(in thousands of U.S. dollars)
Greece (1) 97,204 125,540 167,061
Gibraltar (1) 74,657 152,372 240,412
United Arab Emirates (1) 64,828 130,459 180,453
Jamaica (1)(2) -- 77,385 147,211
Singapore (1)(3) -- -- 39,496
Other sales (4) 10,747 19,849 16,024
------------- -------------- ------------
Total 247,436 505,605 790,657
============= ============== ============
---------------
(1) Excludes sales of lubricants which are included in other sales.
(2) we commenced physical supply operations in Jamaica on March 1, 2005.
(3) We commenced physical supply operations in Singapore on June 2, 2006.
(4) Includes sales of marine fuel not attributed to any of our service centers
and sales of lubricants worldwide.
We sell and deliver marine petroleum products to a broad and diversified
customer base, including international commercial shipping companies,
governments, and marine fuel traders and brokers. During the year ended December
2004, none of our customers, except for the United States Navy, accounted for
more than 10% of our total revenues. Our sales of marine petroleum products to
the United States Navy amounted to $64.2 million for the year ended December 31,
2004, or 24.4% of our total revenues. For the years ended December 31, 2005 and
2006, none of our customers accounted for more than 10% of our total revenues.
We do not expect our sales to the United States Navy in Greece to significantly
increase in the short-term. However, we intend to market to the United States
Navy our ability to supply marine petroleum products outside of Greece as we
open new service centers around the world.
The commercial shipping industry generally purchases marine fuel on a spot basis
and historically we have not had any long-term sales volume contracts with
customers. As we expand our global network and increase our geographical
coverage, we expect more of our customers to enter into long-term sales volume
contracts.
In addition to our physical supply operations, from time to time we conduct
limited marine fuel trading activities, generally in locations where we do not
have service centers. This business involves activities whereby we contract with
third-party physical suppliers to sell us marine fuel and to deliver the marine
fuel to a customer in the relevant port. Accordingly, our trading activities do
not involve our physical possession of marine fuel and require less complex
logistical operations, and infrastructure. As such, we typically earn a
significantly lower gross spread from our trading activities than from our
physical supply activities.
We purchase and take delivery of marine petroleum products from various
suppliers under long-term volume contracts or on the spot market. Long-term
supply contracts from third parties allow us to minimize our exposure to supply
shortages. In general, at each of our service centers except for Gibraltar, we
purchase from local supply sources.
Our cost of marine petroleum products includes purchases from related companies.
In Greece, we purchase marine petroleum products from our related company,
Aegean Oil, under a ten-year supply contract, which charges us its actual cost
of the marine petroleum products plus a margin. We believe the amounts we paid
to our related company are comparable to amounts that we would have negotiated
in arm's-length transactions with unaffiliated third parties. For further
discussion of our marine petroleum products purchases from related companies,
please refer to the section of this report entitled "Major Shareholders and
Related Party Transactions."
The following table reflects our cost of marine petroleum products sold incurred
from third-party suppliers and from our related company suppliers for the
periods indicated.
Year Ended December 31,
----------------------------- -------------
2004 2005 2006
-------------- -------------- -------------
(in thousands of U.S. dollars)
Third-party suppliers 165,991 360,223 573,615
Related company suppliers 56,448 104,578 155,022
-------------- -------------- -------------
Total 222,439 464,801 728,637
============== ============== =============
We seek to increase our sales of marine petroleum products and our gross spread
on marine petroleum products, on an integrated basis, through expansion into new
markets, acquisitions of double hull bunkering tankers and the diversification
and further optimization of purchasing methods. Our gross spread on marine
petroleum products differs for each of our service centers, reflecting the
different competitive conditions that exist in the markets served by them.
Factors affecting competitive conditions in a market that we service include
customer demand, availability of supplies and the strength and number of
competitors that operate in the market. We believe that for any new service
centers that we may establish, gross spread on marine petroleum products may be
lower than for our existing service centers. We also believe that the
competitive conditions in the markets served by our existing service centers may
generally be more favorable to us than those in other markets that we may
consider for future expansion.
Voyage Revenues
Our voyage revenues are primarily derived from time and voyage charters of our
only non-bunkering tanker, the Aegean Hellas, which is a single hull Aframax
tanker with a cargo-carrying capacity of approximately 92,000 dwt. We purchased
this tanker with the initial intention of strategically positioning it as a
floating storage facility at one of the ports that we serve. As of December 31,
2006, we were deploying this vessel for hire in the international spot market.
Voyage revenues of the Aegean Hellas were driven primarily by the number of
operating days and the amount of daily charter hire rates, which, in turn, were
affected by a number of factors, including the duration of the charter, the age,
condition and specification of the vessel and the levels of supply and demand in
the tanker shipping industry.
In February 2007, we entered into an agreement to sell the Aegean Hellas to an
unrelated third party. Accordingly, our voyage revenues will terminate once the
vessel is delivered to the buyer.
We have entered into newbuilding contracts for the construction of two new
double hull petroleum products tankers with roll-on roll-off facilities and
refueling capabilities for fuel trucks, which we call specialty tankers, and we
have options to build four additional specialty tankers. We currently plan to
exercise these options. We currently intend to position these tankers in Greek
waters and we expect to deploy them primarily under contracts of affreightment
with operators of gasoline station networks in the Greek Islands, including
major oil producers, state-owned refineries and independent physical suppliers
of gasoline and related products. We expect that voyage revenues will increase
once the first specialty tanker is delivered to us and placed into service.
Salaries, Wages and Related Costs
We employ salaried employees at our office in Greece and at each of our service
centers. Furthermore, we employ crews for our bunkering tankers under short-term
contracts. The majority of our salaries, wages and related costs are for our
salaried employees and vessel crews. Costs relating to our salaried employees
are mainly incurred at our office in Greece where most of our sales and
marketing, operations, technical, accounting and finance departments are
located. We maintain a minimal number of salaried employees at our service
centers in Gibraltar, the United Arab Emirates, Jamaica and Singapore. At our
service centers, we typically employ a local operations manager and staff to
support the logistical aspects of our operations.
The following table reflects salaries, wages and costs related to our crews and
salaried employees.
Year Ended December 31,
----------------------------- -------------
2004 2005 2006
-------------- -------------- -------------
(in thousands of U.S. dollars)
Shipboard personnel 3,611 5,962 8,319
Shoreside personnel 1,441 2,996 4,552
-------------- -------------- -------------
Total 5,052 8,958 12,871
============== ============== =============
Our salaries, wages and related costs have grown over the past several years
mainly due to the increase in crew wages as we have added bunkering tankers to
our fleet. We expect that the amount of salaries, wages and related costs will
continue to increase as a result of our further expansion into new markets and
acquisitions of additional double hull bunkering tankers and floating storage
facilities.
Vessel Hire Charges
From time to time we have chartered in bunkering tankers from related
vessel-owning companies in order to meet the increased levels of demand for our
services at a time when our own vessels were operating at full capacity, or for
special situations. We believe that the amounts paid to our related
vessel-owning companies are comparable to amounts that we would have negotiated
in arm's-length transactions with unaffiliated third parties. For further
discussion please refer to the section of this report entitled "Major
Shareholders and Related Party Transactions."
Our vessel hire charges have decreased over the past several years mainly due to
the increase in the average number of bunkering tankers that we own, and due to
the decrease in the number of Greek-flagged vessels that we were required to
charter to supply the United States Navy.
Depreciation
The cost of our vessels is depreciated on a straight-line basis over the
expected useful life of each vessel. We expect that these charges will continue
to increase primarily as a result of our planned acquisitions of additional
bunkering tankers.
Other Operating Expenses
Other operating expenses primarily include the voyage costs of our Aframax
tanker and the operating expenses of all our vessels, including the cost of
insurance, expenses relating to repairs and maintenance (which does not include
amortization of drydocking costs), the cost of spares and consumable stores,
consumption of marine petroleum products and other miscellaneous expenses. Our
vessel operating expenses, which generally represent fixed costs, have
historically increased as a result of the enlargement of our fleet. We expect
these expenses to increase further as a result of our acquisition of additional
bunkering tankers.
Other operating expenses also include expenses relating to rent, communal
charges, advertising, public relations and auditing and legal fees. We expect
these expenses to increase further as we enter new markets and as a result of
our transformation from a privately-held business to a publicly-traded company.
Finally, other operating expenses include a provision for doubtful accounts. We
believe that our provision for doubtful accounts has been relatively low in the
past several years due to our effective credit control process. As we expand our
operations across the globe, we expect our provision for doubtful accounts to
increase concurrently with our revenues.
We expect that in the future other operating expenses will include amounts
relating to the storage of marine petroleum products resulting from acquisitions
and use of floating storage facilities such as our Panamax tanker, the Fos. We
believe that the ownership of floating storage facilities will allow us to
mitigate the risk of supply shortages. Generally, the costs of storage have been
included in the price per metric ton quoted by local suppliers of refined marine
fuel. Accordingly, we expect that the ownership of floating storage facilities
will allow us to convert the variable costs of this storage fee markup per
metric ton quoted by suppliers into fixed costs of operating our storage
facilities, allowing us to spread larger sales volumes over a fixed cost base
and to decrease our refined marine fuel costs.
Interest and Finance Costs
We have historically incurred interest expense and financing costs in connection
with long-term debt to partially finance the acquisitions of our vessels and in
connection with short-term bank borrowings obtained for working capital
purposes. In connection with our initial public offering, we repaid and
terminated a portion of our outstanding indebtedness. However, we expect to
incur interest expense and financing costs under our (i) existing credit
facilities to finance the construction of 22 of our new bunkering tankers, (ii)
existing credit facilities to finance the construction of our two new specialty
tankers, and (iii) our senior secured credit facility. We intend to limit the
amount of these expenses and costs by repaying our outstanding indebtedness from
time to time from our cash flows from operations. Furthermore, if we decide to
purchase other vessels or pursue other projects in the future, we may consider
strategic debt or equity financing options at that time.
We believe that a majority of the interest and financing costs we expect to pay
in the short-term will be in connection with our credit facilities to finance
vessel construction. Accordingly, we expect that these amounts will be
capitalized as part of the acquisition costs of our vessels and not be incurred
as interest expense in our statements of operations.
Income Taxes
Our principal operating subsidiary, AMP, is incorporated in the Republic of
Liberia. Under regulations promulgated by the Liberian Ministry of Finance,
because AMP is considered a non-resident domestic corporation, it is not
required to pay any tax or file any report or return with the Republic of
Liberia in respect of income derived from its operations outside of the Republic
of Liberia. The Liberian Ministry of Justice has issued an opinion that these
regulations are valid. If AMP were subject to Liberian tax, it would be subject
to tax at a rate of 35% on its worldwide income, and dividends it pays to us
would be subject to a withholding tax at rates ranging from 15% to 20%.
AMP has established an office in Greece which provides services to AMP and AMP's
office in Cyprus. Under the laws of Greece, and in particular under Greek Law
3427/2005 which amended, replaced and supplemented provisions of Law 89/1967,
which expired on December 31, 2005, the income of AMP's Greek office is
calculated on a cost plus basis on expenses incurred by that office. The Greek
Ministry of Economy and Finance has determined that the profit margin applicable
to AMP is 5%. This determination is subject to periodic review. AMP's income, as
calculated by applying the 5% profit margin, is subject to Greek corporate
income tax at the rate of 29% for fiscal year 2006 and 25% for fiscal years
after 2006. All expenses to which the profit percentage applies are deducted
from gross income for Greek corporate income tax purposes. Accordingly, under
Greek Law 3427/2005, as currently applied to us, we expect that AMP will
continue to have no liability for any material amount of Greek income tax.
Under the laws of the countries of incorporation of our vessel-owning
subsidiaries and our subsidiaries that operate service centers and the laws of
the countries of our vessels' registration, our vessel-owning companies are
generally not subject to tax on our income that is characterized as shipping
income.
In the past, our corporate income tax exposure mainly related to our subsidiary
Aegean Bunkering (Gibraltar) Ltd., in Gibraltar. In the future, we anticipate
that our corporate income tax exposure may also relate to our subsidiaries
incorporated in the jurisdictions where our service centers and administrative
and marketing offices are located.
Our business is affected by taxes imposed on the purchase and sale of marine
petroleum products in various jurisdictions in which we operate from time to
time. These taxes include sales, excise, goods and services taxes, value-added
taxes, and other taxes. We do not pay a material amount of tax in any
jurisdiction in which we operate.
Results of Operations
Year ended December 31, 2006 compared to the year ended December 31, 2005
Sales of Marine Petroleum Products. Sales of marine petroleum products increased
by $285.1 million, or 56.4%, to $790.7 million for the year ended December 31,
2006, compared to $505.6 million for the year ended December 31, 2005. Of the
total increase in sales of marine petroleum products, $205.6 million was
attributable to an increase in sales volume of marine fuel (using average prices
for the year ended December 31, 2006), $76.7 million was attributable to a 15.3%
increase in the average price of marine fuel (using sales volumes for the year
ended December 31, 2005), and $2.8 million was attributable to an increase in
the sales of lubricants. Sales volume of marine fuel increased by 620,912 metric
tons, or 35.6%, to 2,367,289 metric tons for the year ended December 31, 2006,
compared to 1,746,377 metric tons for the year ended December 31, 2005 due to
additional volume of sales of marine fuel in Greece, Gibraltar, the United Arab
Emirates and Jamaica and due to sales of marine fuel in our service center in
Singapore, which commenced physical supply operations on June 2, 2006. Our
increased volume of sales in our service centers is mainly attributable to
improved market conditions. The increase in the average price of marine fuel is
primarily due to the increase in worldwide oil and gas prices.
Gross Spread on Marine Petroleum Products. Gross spread on marine petroleum
products increased by $21.2 million, or 52.0%, to $62.0 million for the year
ended December 31, 2006, compared to $40.8 million for the year ended December
31, 2005. The increase in our gross spread on marine petroleum products mainly
resulted from the increased sales volume of marine fuel and from the increased
gross spread per metric ton of marine fuel sold on such volumes. Our gross
spread per metric ton of marine fuel sold during the year ended December 31,
2006 increased 12.1% to $26.0 from $23.2 during the year ended December 31,
2005. The increase in our gross spread per metric ton of marine fuel sold
resulted from improved market conditions in our combined port portfolio.
Furthermore, the increase in our gross spread per metric ton of marine fuel sold
is also due to our increased sales volumes in locations where we generally
obtain higher margins such as our service centers in Jamaica and Gibraltar.
Finally, the increase of 12.1% in our gross spread per metric ton of marine fuel
sold was slightly lower than the increase of 15.3% in the average price of
marine fuel; gross spreads per metric ton do not generally increase or decrease
proportionately with the price of marine fuel. Accordingly, gross spread on
marine petroleum products, as a percentage of total revenues, decreased from
7.9% for the year ended December 31, 2005 to 7.7% for the year ended December
31, 2006. Gross spread on marine petroleum products and gross spread per metric
ton of marine fuel sold are non-GAAP measures and should not be considered as
alternatives to operating income, net income or other GAAP measures and may not
be comparable to similarly titled measures of other companies. Please refer to
section entitled "Factors Affecting Our Results of Operations" for a
reconciliation of gross spread on marine petroleum products to the most directly
comparable GAAP measure.
Voyage Revenues. Voyage revenues increased by $1.1 million, or 10.5%, to $11.6
million for the year ended December 31, 2006, compared to $10.5 million for the
year ended December 31, 2005. This increase was mainly attributable to an
increase in the average daily charter hire rates of our Aframax tanker during
2006. Furthermore, the increase in voyage revenues was constrained by off-hire
time of approximately two months in 2006 when our Aframax tanker was drydocked.
Salaries, Wages and Related Costs. Salaries, wages and related costs increased
by $3.9 million, or 43.3%, to $12.9 million for the year ended December 31,
2006, compared to $9.0 million for the year ended December 31, 2005. This
increase is mainly due to increased crew costs. The average number of bunkering
tankers increased by 23.3%, to 11.1 for the year ended December 31, 2006,
compared to 9.0 for the year ended December 31, 2005. Furthermore, increased
crew costs included salaries of our crew on the floating storage facility, Fos,
which was acquired during 2006, and salaries of our crew on the bunkering
tanker, Aegean Flower, which was not operational during the first quarter of
2005 due to an engine breakdown. The increase in salaries, wages and related
costs is also attributable to additional salaried employees hired at our Greek
office, including sales and marketing and operations personnel to manage our
expanded network and accounting and finance staff employed in anticipation of
our reporting requirements as a public company.
Vessel Hire Charges. We did not incur any vessel hire charges during the year
ended December 31, 2006 due to the reduction of sales of marine petroleum
products to the United States Navy. The reduction of sales to the United States
Navy was due to decreased naval activity in Greece in 2006. During the year
ended December 31, 2005, we incurred vessel hire charges of $0.5 million to
service the United States Navy vessels at Souda Bay in Crete, Greece, where we
are required to deliver marine petroleum products using Greek-owned vessels
which we do not own but hire from a related company.
Depreciation. Depreciation increased by $2.0 million, or 90.9%, to $4.2 million
for the year ended December 31, 2006, compared to $2.2 million for the year
ended December 31, 2005. This increase exceeded the 23.3% increase in the
average number of bunkering tankers due to the higher age and acquisition costs
of the three double hull bunkering tankers, Aegean Pride I, Aegean XI and Aegean
Force, acquired on December 20, 2005, May 3, 2006 and July 25, 2006, than the
average age and acquisition costs of our then-existing fleet.
Other Operating Expenses. Other operating expenses increased by $9.1 million, or
54.8%, to $25.7 million for the year ended December 31, 2006, compared to $16.6
million for the year ended December 31, 2005. Of the total increase in other
operating expenses, $2.0 million was attributable to the increase in the vessel
operating costs of our bunkering tankers, which include insurance policies,
repairs and maintenance, spares and consumable stores and consumption of marine
petroleum products. A further $1.7 million of the total increase was
attributable to an increase in voyage and operating costs of our Aframax tanker.
Furthermore, $3.4 million of the total increase was due to our lease of
shoreside storage space in Gibraltar as well as to the operating costs of our
floating storage facility, the Fos, in Gibraltar. These costs were non-existent
in 2005 because we were purchasing marine fuel exclusively from FAMM under a
long-term supply contract. Finally, $2.0 million of the total increase was
attributable to the increase in other expenses, mainly general and
administrative expenses of our Greek office and service centers including costs
relating to the establishment of our service center in Singapore.
Write-off of Deferred IPO Costs. On November 17, 2005, we filed a registration
statement on Form F-1 in connection with an initial public offering of
10,000,000 shares of our common stock. In early 2006, we postponed further
activities in connection with our initial public offering. Accordingly, during
the year ended December 31, 2006, we wrote off $1.6 million, representing all
deferred costs incurred in connection with the offering.
Interest and Finance Costs. Interest and finance costs increased by $2.9 million
to $5.2 million for the year ended December 31, 2006, compared to $2.3 million
for the year ended December 31, 2005. The increase in interest and finance costs
was mainly attributable to an increase in our total debt outstanding during
2006, mainly resulting from loan agreements signed during the latter half of
2005 all the way up to the date of our initial public offering, December 8,
2006.
Year ended December 31, 2005 compared to the year ended December 31, 2004
Sales of Marine Petroleum Products. Sales of marine petroleum products increased
by $258.2 million, or 104.4%, to $505.6 million for the year ended December 31,
2005, compared to $247.4 million for the year ended December 31, 2004. Of the
total increase in sales of marine petroleum products, $165.8 million was
attributable to an increase in sales volume of marine fuel (using average prices
for the year ended December 31, 2005), $92.0 million was attributable to a 37.7%
increase in the average price of marine fuel (using sales volumes for the year
ended December 31, 2004), and $0.4 million was attributable to an increase in
the sales of lubricants. Sales volume of marine fuel increased by 576,947 metric
tons, or 49.3%, to 1,746,377 metric tons for the year ended December 31, 2005,
compared to 1,169,430 metric tons for the year ended December 31, 2004 due to
additional volume of sales of marine fuel in Gibraltar, the United Arab Emirates
and due to sales of marine fuel in our service center in Jamaica, which
commenced physical supply operations on March 1, 2005. Total sales volumes in
Greece increased slightly by 4.1% to 424,119 metric tons for the year ended
December 31, 2005 as compared to 407,430 metric tons for the year ended December
31, 2004 but were impacted by an 80.0% reduction of sales to the United States
Navy. Nevertheless, sales volumes in Greece excluding sales to the United States
Navy increased by 115.5% to 377,679 metric tons for the year ended December 31,
2005 as compared to 175,281 metric tons for the year ended December 31, 2004.
The reduction of sales to the United States Navy was due to decreased United
States Navy activity in Crete in 2005. Our increased volume of sales in
Gibraltar, the United Arab Emirates and Greece (excluding sales to the United
States Navy) is mainly attributable to improved market conditions. The increase
in the average price of marine fuel is primarily due to the increase in
worldwide oil and gas prices.
Gross Spread on Marine Petroleum Products. Gross spread on marine petroleum
products increased by $15.8 million, or 63.2%, to $40.8 million for the year
ended December 31, 2005, compared to $25.0 million for the year ended December
31, 2004. The increase in our gross spread on marine petroleum products mainly
resulted from the increased sales volume of marine fuel and from the increased
gross spread per metric ton of marine fuel sold on such volumes. Our gross
spread per metric ton of marine fuel sold during the year ended December 31,
2005 increased 10.0% to $23.2 from $21.1 during the year ended December 31,
2004. The increase in our gross spread per metric ton of marine fuel sold
resulted from the effective implementation of our pricing policies, marketing
efforts and purchasing methods. We priced our products near or at spot prices
which allowed us to increase our margins during a period in which spot prices
rose. We believe that our marketing efforts increased customer demand and
allowed us to achieve higher margin sales. We also purchased more products on
favorable terms such as average cost pricing or discounted pricing.
Macroeconomic factors, such as the increase in worldwide trade and the general
increase in oil and gas prices, also contributed to the increase in our gross
spread per metric ton. These factors were partially offset by a lower proportion
of sales to the United States Navy, which have generally exhibited favorable
margins, during the year ended December 31, 2005 compared with the year ended
December 31, 2004. Finally, the increase of 10.0% in our gross spread per metric
ton of marine fuel sold was lower than the increase of 37.7% in the average
price of marine fuel. Accordingly, gross spread on marine petroleum products, as
a percentage of total revenues, decreased from 9.5% for the year ended December
31, 2004 to 7.9% for the year ended December 31, 2005. Gross spread on marine
petroleum products and gross spread per metric ton of marine fuel sold are
non-GAAP measures and should not be considered as alternatives to operating
income, net income or other GAAP measures and may not be comparable to similarly
titled measures of other companies. Please refer to section entitled "Factors
Affecting Our Results of Operations" for a reconciliation of gross spread on
marine petroleum products to the most directly comparable GAAP measure.
Voyage Revenues. Voyage revenues decreased by $4.5 million, or 30.0%, to $10.5
million for the year ended December 31, 2005, compared to $15.0 million for the
year ended December 31, 2004. The decrease was mainly attributable to a decrease
in the daily charter hire rates of our Aframax tanker during 2005.
Salaries, Wages and Related Costs. Salaries, wages and related costs increased
by $4.0 million, or 80.0%, to $9.0 million for the year ended December 31, 2005,
compared to $5.0 million for the year ended December 31, 2004. This increase is
mainly due to increased crew costs. The average number of bunkering tankers
increased by 2.2, or 32.4%, to 9.0 for the year ended December 31, 2005,
compared to 6.8 for the year ended December 31, 2004. Increased crew costs
included salaries of our crew on the vessel Aegean Flower, which was not
operational for a substantial part of 2004 due to an engine breakdown which
occurred on July 12, 2004. Increased crew costs also included salaries of our
crew on the vessels Aegean Tiffany and Aegean X during January and February
2005. These bunkering tankers commenced revenue-generating operations during
March 2005, when they were deployed to our service center in Jamaica.
Furthermore, the increase in salaries, wages and related costs is also
attributable to salaried employees hired during the year ended December 31,
2005, including our Treasurer and Chief Financial Officer, who joined our
Company on January 1, 2005, new employees hired at our service center in Jamaica
and at our office in Singapore, as well as salary increases for our employees at
our Greek office.
Vessel Hire Charges. Vessel hire charges decreased by $1.9 million, or 79.2%, to
$0.5 million for the year ended December 31, 2005, compared to $2.4 million for
the year ended December 31, 2004. This decrease is mainly attributable to the
reduction of sales of marine petroleum products to the United States Navy
vessels at Souda Bay in Crete, Greece, where we are required to deliver marine
petroleum products using Greek-owned vessels which we do not own but hire from a
related company.
Depreciation. Depreciation increased by $0.7 million, or 46.7%, to $2.2 million
for the year ended December 31, 2005, compared to $1.5 million for the year
ended December 31, 2004. This increase was due to the increase in the average
number of bunkering tankers and the higher average value of those vessels.
Management Fees. Management fees amounted to $0.2 million for the years ended
December 31, 2004 and 2005, and were incurred and paid to Aegean Shipping
Management, the manager of our Aframax tanker.
Other Operating Expenses. Other operating expenses increased by $4.3 million, or
35.0%, to $16.6 million for the year ended December 31, 2005, compared to $12.3
million for the year ended December 31, 2004. Of the total increase in other
operating expenses, $3.5 million was attributable to the increase of vessel
operating costs of our bunkering tankers, which include insurance policies,
repairs and maintenance, spares and consumable stores and consumption of marine
petroleum products, and $2.5 million was attributable to the increase in other
expenses, mainly relating to the overhead costs of our service centers including
costs relating to the establishment of our service center in Jamaica and office
in Singapore. The total increase in other operating expenses was offset by a
$1.9 million decrease in voyage and operating costs relating to our Aframax
tanker, because for a substantial part of the year ended December 31, 2005 the
vessel was hired out under time charter agreements under which the charterer
pays for voyage expenses. In the year ended December 31, 2004, our Aframax
tanker was mainly hired under voyage charters under which the owner pays for the
voyage expenses. We incurred vessel operating costs on the vessels Aegean
Tiffany and Aegean X during January and February 2005. These bunkering tankers
commenced revenue-generating operations during March 2005, when they were
deployed to our service center in Jamaica.
Interest and Finance Costs. Interest and finance costs increased by $1.4 million
to $2.3 million for the year ended December 31, 2005, compared to $0.9 million
for the year ended December 31, 2004. The increase in interest and finance costs
was mainly attributable to an increase in our total debt outstanding during
2005.
Inflation
Inflation has had only a moderate effect on our expenses given recent historical
economic conditions. In the event that significant global inflationary pressures
appear, these pressures would increase our operating costs.
B. Liquidity and capital resources
Our treasury activities are controlled centrally by our treasury department,
which is located at our offices in Greece. Our treasury department administers
our working capital resources including our current accounts, time deposits,
overdrafts and bank loans. Our liquidity objective is to maintain an optimum
daily net cash position which takes into consideration immediate working capital
and operational requirements, as well as short- to medium-term capital
expenditure requirements, but which would not result in an unnecessary net cash
surplus. In this way we seek to maximize available cash to reinvest in our
business. Our policy is to minimize the use of time deposits, financial
instruments or other forms of investments which we believe generate lower levels
of return than the return on our invested capital.
Our cash is primarily denominated in U.S. dollars because our sales of marine
petroleum products are fully denominated in U.S. dollars. Our service centers
pay their operating expenses in various currencies--primarily the Euro, the UAE
dirham, the Gibraltar pound, the Jamaican dollar and the Singapore dollar. Our
treasury department transfers cash to our service centers monthly on an
as-needed basis and accordingly, we maintain low levels of foreign currency at
our service centers.
Under the laws of jurisdictions where our subsidiaries are located, there are
currently no restrictions on the export or import of capital, including foreign
exchange controls or restrictions that materially affect the remittance of
dividends, loans, interest or other payments. Most of our vessel-owning
subsidiaries have long-term bank loans outstanding that were obtained to
partially finance the acquisition cost of their vessels. Most of these
vessel-owning companies are not permitted to pay any dividends without the
lender's prior consent. However, these vessel-owning companies generally do not
generate third-party revenues and do not possess material amounts of excess
cash. Therefore, these restrictions on our vessel-owning companies' ability to
pay dividends to us should not materially impact our ability to meet our cash
obligations. Accordingly, there are no significant restrictions on our ability
to access and mobilize our capital resources located around the world.
We have funded our business primarily through: (i) cash generated from
operations, (ii) equity capital and short-term borrowings from our shareholders,
(iii) short-term borrowings, and (iv) long-term bank debt. We have revolving
credit facilities that permit borrowings up to certain amounts for working
capital purposes with sublimits for the issuance of standby letters of credit.
Our available borrowings under these revolving credit facilities are reduced by
the amount of outstanding letters of credit. Furthermore, we have long-term debt
facilities with several banks in order to partially finance the acquisition
costs of several of our vessels. The credit agreements for the long-term debt
facilities are secured with first priority mortgages over certain of our
vessels. As of December 31, 2006, we believe that we were in compliance in all
material respects with all covenants of our credit facilities.
Credit Facilities
As of December 31, 2006, we had the following outstanding loans:
Balance
(in millions
Loan Date of U.S. dollars)
---- ---- ----------------
Secured term loan facility with respect February 10, 2006 4.2
to five newbuildings
Secured syndicated term loan facility October 26, 2005 13.5
with respect to two newbuildings
Secured syndicated term loan facility August 30, 2005 5.0
with respect to five newbuildings
Secured syndicated term loan facility October 30, 2006 7.0
with respect to seven newbuildings
Secured term loan facility with respect October 27, 2006 1.5
to two newbuildings
Secured term loan facility with respect October 25, 2006 2.4
to three newbuildings 33.6
==============
Senior secured credit facility. On December 19, 2006, we entered into our senior
secured credit facility with an international commercial lender. Our senior
secured credit facility is in an amount of up to $183.4 million, consisting of a
guarantee and/or letter of credit line in an amount of up to $100.0 million; an
overdraft facility in an amount of up to $50.0 million and a newbuilding
facility to partially finance the acquisition of five of our new bunkering
tankers in an amount of up to $33.4 million. Our senior secured credit facility
is used for working capital and general corporate purposes and to partially
finance the construction of our five new bunkering tankers from Qingdao Hyundai.
Our senior secured credit facility has a term of two years and our newbuilding
facility portion will have a term of 12 years from the delivery date of each
vessel. The borrowings under our senior secured credit facility bear interest at
a rate of LIBOR plus a margin.
Our senior secured credit facility is secured by:
o a first priority mortgage on our double hull tankers and an undertaking to
provide a first priority mortgage on our single hull tankers at the
lender's request;
o an assignment of all earnings, requisition compensation and insurance
policies of our vessels;
o charge granted to the lender over our operating account and the accounts of
our vessel-owning subsidiaries with the lender;
o corporate guarantees of our vessel-owning subsidiaries;
o a first priority assignment of each newbuilding contract and the refund
guarantee for each of the five new bunkering tankers from Qingdao Hyundai
prior to its delivery;
o a corporate guarantee from AMP collateralized by assignment of trade
receivables;
o additional free liquidity in the amount of $22.0 million to be held with
the lender and reduced only for the purchase of up to three double hull
tankers;
o the general assignment of our trade receivables to be paid into an
operating account held with the lender; and
o at the lender's request, requiring our vessel-owning subsidiaries acting as
additional guarantors to provide security in the form of corporate
guarantees and undertakings to provide first priority mortgage, assignment
of earnings, requisition compensation, insurance policies and, where
applicable, newbuilding contracts.
Our credit facility contains certain covenants requiring us to, among other
things:
o maintain our listing at the New York Stock Exchange;
o obtain and maintain vessel insurance policies and additional perils
pollution insurance policies for 100% of the market value of our vessels;
o ensure that our tankers are managed by Aegean Bunkering Services Inc., or
ABS, and that there is no change in management without the lender's
consent;
o indemnify the lender against the consequences of a pollution incident;
o maintain minimum security of 120% of the outstanding facility amount;
o have direct control of and own directly or indirectly 100% of capital stock
of vessel-owning subsidiaries acting as guarantors;
o ensure that Mr. Dimitris Melisanidis controls at least 35% of our shares;
o inform the lender about any actual or proposed purchases;
o inform the lender about changes in our or our subsidiaries' business
activities;
o provide the lender with financial statements on a quarterly and annual
basis and such other information that the lender may reasonably request;
and
o withhold any dividends if there is a breach of covenants or event of
default under the credit facility.
The facility also contains customary financial covenants requiring us and our
subsidiaries to, among other things, ensure that:
o our book net worth shall not be less than $150.0 million;
o our ratio of total liabilities to total assets shall not exceed
0.65-to-one; and
o we maintain additional free liquidity of $25.0 million to be held with the
lender, excluding additional free liquidity in the amount of $22.0 million,
with average minimum daily free liquidity of $10.0 million.
As of December 31, 2006, we had no amounts outstanding under this facility.
Letter of credit and revolving credit facility with respect to bunker supply. On
September 24, 2004, as amended, AMP entered into a one-year, renewable, $50.0
million revolving credit and letter of credit issuance and refinancing facility
with an international commercial bank for the purpose of purchasing and
transporting fuel cargoes and payment of other expenses incidental to the supply
of bunkers and lubricants. The facility bears interest at LIBOR plus 1.75%. All
drawings under the facility are collateralized by a pledge on qualifying
receivables of AMP, as defined in the agreement, as well as a pledge on the bank
account where the qualifying receivables of AMP are to be paid. The facility is
also secured by a personal guarantee of Mr. Melisanidis, for which he received
no consideration.
The credit facility imposes certain operating and financial restrictions on AMP,
including restrictions on:
o the disposition of assets (except in the ordinary course of business) in
excess of certain amounts or any debt payable to it, on right to receive
payment;
o changes in the business and activities that are carried on; and
o the change in legal and beneficial ownership, or in the ultimate beneficial
ownership of shares of AMP.
AMP's failure to comply with obligations under the credit agreement could result
in an event of default. An event of default, if not cured or waived, would
permit acceleration of any outstanding indebtedness under the credit agreement,
and impair AMP's ability to receive advances and issue letters of credit. As of
December 31, 2006, AMP had letters of credit in the aggregate amount of $19.9
million outstanding under this facility.
Secured term loan facility with respect to five newbuildings. On February 10,
2006, five of our vessel-owning subsidiaries, Amorgos Maritime Inc., Kimolos
Maritime Inc., Milos Maritime Inc., Mykonos Maritime Inc. and Syros Maritime
Inc., entered into a secured loan facility with an international commercial bank
for an aggregate amount of $33.4 million to partially finance the construction
costs of five double hull tankers, DN-3500-1, DN-3500-4, DN-3500-5, DN-3500-6
and DN-3500-7, respectively, with a cargo-carrying capacity of 3,800 dwt each.
The loan bears interest at LIBOR plus 1.15% plus additional compliance costs.
The loan is collateralized by a first priority mortgage over each of the
vessels.
Upon the lender's demand, this facility may be collateralized by:
o a second priority mortgage over one of our vessels, the Aegean Flower;
o a second priority undertaking and assignment to be executed by and ABS in
favor of the lender; and
o a corporate guarantee by one of our vessel-owning subsidiaries, Pontos
Navigation Inc.
The secured loan imposes certain operating and financial restrictions on the
borrowers, including restrictions on:
o payment of dividends and the distribution of assets;
o incurrence of debt;
o the change in legal and/or ultimate beneficial ownership of shares of the
five vessel-owning subsidiaries borrowing under this facility, Pontos
Navigation Inc. and ABS;
o merger and consolidation;
o the acquisition of additional vessels; and
o changes in the business activities that are carried on.
As of December 31, 2006, the balance on this facility was $4.2 million.
Secured syndicated term loan facility with respect to two newbuildings. On
October 26, 2005, as amended, two of our vessel-owning subsidiaries, Ocean
Dynamic Corp. and Sea Global S.A., as co-borrowers, jointly and severally,
entered into a syndicated secured credit facility for an aggregate amount of
Euro 13.3 million with an international commercial bank to finance the
construction of two specialty tankers. The loan bears interest at the rate of
LIBOR plus a margin of between 1.30% and 1.40%. Under the terms of the
agreement, the borrowers may enter into interest rate swap agreements to hedge
their exposure to interest rate risk.
The loan is collateralized by:
o a first priority mortgage over each of the vessels;
o assignments of earnings, insurances and requisition compensation of each of
the mortgaged vessels; and
o corporate guarantee of ABS and our corporate guarantee.
Our corporate guarantee contains customary financial covenants requiring us to
ensure that:
o our book net worth shall not be less than $100.0 million;
o our ratio of total liabilities to total assets shall not exceed
0.65-to-one;
o our ratio of current assets to current liabilities shall not be less than
1.25-to-one; and
o our cash and cash equivalents exceed 50% of the debt service being due in
the succeeding annual period.
Furthermore, under our corporate guarantee we are required to maintain the
listing of our shares on the New York Stock Exchange and ensure that our current
beneficial owners or their families control at least 35% of our shares and no
other party holds a larger share.
The credit facility contains customary financial restrictions on the borrowers,
including restrictions on:
o the minimum value of the collateral;
o incurrence of debt; and
o payment of dividends.
The loan is repayable in 40 quarterly installments with a balloon payment at the
end of the term in the amount of Euro 3.5 million. As of December 31, 2006, the
balance on the loan was $13.5 million (Euro 10.3 million).
Secured letter of credit facility with respect to two newbuildings. Also on
October 26, 2005, two of our vessel-owning subsidiaries, Ocean Dynamic Corp. and
Sea Global S.A., as co-borrowers, jointly and severally, entered into a secured
letter of credit facility for an aggregate amount of Euro 12.3 million with an
international commercial bank for the issuance of standby letters of credit to
the shipyard as a payment guarantee.
This facility is collateralized by:
o a first priority charge on an interest bearing cash collateral account of
the borrowers; and
o a corporate guarantee of AMP.
As of December 31, 2006, the balance on this letter of credit facility was $12.3
million (Euro 9.4 million).
Secured syndicated term loan facility with respect to five newbuildings. On
August 30, 2005, as amended, five of our vessel-owning subsidiaries, Kithnos
Maritime Inc., Naxos Maritime Inc., Paros Maritime Inc., Santorini Maritime Inc.
and Serifos Maritime Inc., as co-borrowers, jointly and severally, entered into
a syndicated secured credit facility for an aggregate amount of $35.5 million
with an international commercial bank to finance the construction of five
bunkering tankers. The loan bears interest at the rate of LIBOR plus a margin of
between 1.30% and 1.40%. Under the terms of the agreement, the borrowers may
enter into interest rate swap agreements to hedge their exposure to interest
rate risk.
The loan is collateralized by:
o a first priority mortgage over each of the vessels;
o assignments of earnings, insurances and requisition compensation of each of
the mortgaged vessels; and
o corporate guarantee of ABS and our corporate guarantee.
Our corporate guarantee contains customary financial covenants requiring us to
ensure that:
o our book net worth shall not be less than $100.0 million;
o our ratio of total liabilities to total assets shall not exceed
0.65-to-one;
o our ratio of current assets to current liabilities shall not be less than
1.25-to-one; and
o our cash and cash equivalents exceed 50% of the debt service being due in
the succeeding annual period.
Furthermore, under our corporate guarantee we are required to maintain the
listing of our shares on the New York Stock Exchange and ensure that our current
beneficial owners or their families control at least 35% of our shares and no
other party holds a larger share.
The credit facility contains customary financial restrictions on the borrowers,
including restrictions on:
o the minimum value of the collateral;
o incurrence of debt; and
o payment of dividends.
The loan is repayable in 40 quarterly installments with a balloon payment at the
end of the term in the amount of $2.4 million. As of December 31, 2006, the
balance on the loan was $5.0 million.
Secured syndicated term loan facility with respect to seven newbuildings. On
October 30, 2006, seven of our vessel-owning subsidiaries, Kerkyra Marine S.A.,
Ithaki Marine S.A., Cephallonia Marine S.A., Paxoi Marine S.A., Zakynthos Marine
S.A., Lefkas Marine S.A. and Kythira Marine S.A., as co-borrowers, jointly and
severally entered into a syndicated secured credit facility for an aggregate
amount of $64.75 million with an international commercial bank to finance the
construction of seven double hull oil tankers, QHS 207, QHS 208, QHS 209, QHS
210, QHS 215, QHS 216, and QHS 217, respectively, with a cargo-carrying capacity
of 5,500 dwt each. The loan bears interest at LIBOR plus 1.15% before delivery
of each vessel and at LIBOR plus 1.05% after such vessel's delivery. Under the
terms of the agreement, the borrowers may enter into interest rate swap
agreements to hedge their exposure to interest rate risk.
The loan is collateralized by:
o a first priority mortgage over each of the vessels, in favor of the
lenders;
o a corporate guarantee by the Company and Aegean Shipholdings Inc., as the
holding company of the vessel-owning subsidiaries; and
o a manager's undertaking from ABS, as the management company of the vessels.
The secured loan imposes certain operating and financial restrictions on the
borrowers, including restrictions on:
o the payment of dividends and the distribution of assets;
o the incurrence of debt;
o mergers and consolidations;
o changes in the business activities that are carried on; and
o changes in legal and/or ultimate beneficial ownership, provided that after
the listing of our shares on the New York Stock Exchange, at least 35% of
our shares at all times shall be beneficially owned by our current
beneficial owners and our current beneficial owners may not beneficially
own in the aggregate fewer of our shares than any other person.
The facility is available in seven tranches of $9.25 million each. Each tranche
is repayable in 40 quarterly installments in the amount of $125,000 each, plus a
balloon payment of $4.25 million payable together with the last installment. As
of December 31, 2006, the balance on the loan was $7.0 million.
Secured term loan facility with respect to two newbuildings. On October 27,
2006, two of our vessel-owning subsidiaries, Tasman Seaways Inc. and Santon
Limited, as co-borrowers, jointly and severally, entered into a loan agreement
with an international commercial bank for a term loan facility in an aggregate
amount of $17.6 million to partially finance the construction costs of two
double hull tankers, QHS 221 and QHS 224, respectively, with a cargo-carrying
capacity of 5,500 dwt each. The facility bears interest at LIBOR plus 1.15% on
70% of the principal amount and at LIBOR plus 1.25% on 30% of the principal
amount.
The loan is collateralized by:
o a first priority or first preferred ship mortgage over each of the vessels,
in favor of the lenders;
o our corporate guarantee; and
o a manager's undertaking from ABS, as the management company of the vessels.
The secured loan imposes certain operating and financial restrictions on the
borrowers, including restrictions on:
o the payment of dividends and the distribution of assets;
o the incurrence of debt;
o mergers and consolidations;
o changes in the business activities that are carried on; and
o changes in legal and/or ultimate beneficial ownership, provided that after
the listing of our shares on the New York Stock Exchange, at least 35% of
our shares at all times shall be beneficially owned by our current
beneficial owners.
The facility is available in five tranches in a total amount of $8.8 million per
vessel. The loan amount for each vessel is repayable in 40 consecutive quarterly
installments in the amount of $154,000 each, plus a balloon payment of $2.64
million payable together with the last installment. The first installment of
each tranche is repayable three months after the date of delivery of the
respective vessel. As of December 31, 2006, the balance on the loan was $1.5
million.
Secured term loan facility with respect to three newbuildings. On October 25,
2006, three of our vessel-owning subsidiaries, Eton Marine Ltd., Benmore
Services S.A. and Ingram Enterprises Co., as co-borrowers, jointly and severally
entered into a syndicated secured credit facility for an aggregate amount of
$26.25 million to partially finance the construction costs of three double hull
tankers, QHS 220, QHS 222 and QHS 223, respectively, with a cargo-carrying
capacity of 5,500 dwt each. As of December 31, 2006, the facility bore interest
at LIBOR plus 1.15% before delivery of each vessel and at LIBOR plus 1.05% after
such vessel's delivery.
The loan is collateralized by:
o a first priority or first preferred ship mortgage over each of the vessels,
in favor of the lenders;
o a corporate guarantee by us and Aegean Shipholdings Inc., as the holding
company of the vessel-owning subsidiaries;
o a manager's undertaking from ABS, as the management company of the vessels;
and
o personal guarantee by a personal guarantor to be agreed upon by the
lenders.
The credit facility imposes certain operating and financial restrictions on the
borrowers, including restrictions on:
o the payment of dividends and the distribution of assets;
o the incurrence of debt;
o mergers and consolidations;
o changes in the business activities that are carried on; and
o changes in legal and/or ultimate beneficial ownership, provided that after
the listing of our shares on the New York Stock Exchange, at least 35% of
our shares at all times shall be beneficially owned by our current
beneficial owners and our current beneficial owners may not beneficially
own in the aggregate fewer of our shares than any other person.
The facility is available in three tranches of $8.75 million each. Each tranche
is repayable in 40 quarterly installments in the amount of $125,000 each, plus a
balloon payment of $3.75 million payable together with the last installment. As
of December 31, 2006, the balance on the loan was $2.4 million.
Liquidity and Uses of Cash
Cash and cash equivalents, as of December 31, 2005 and 2006 amounted to $7.6
million and $82.4 million, respectively. The table below illustrates our working
capital and working capital excluding cash and debt as of December 31, 2005 and
2006. Working capital is defined as current assets less current liabilities.
The marine fuel supply industry is capital intensive. The timing and levels of
operational cash flows are important aspects of our business. Our periodic cash
flows from operations are mainly dependent on our periodic working capital
excluding cash and debt. Accordingly, we use working capital excluding cash and
debt to monitor changes in our operational working capital accounts such as
trade receivables, inventories and trade payables, and to assess the current
strength and to predict the future state of our cash flows from operations. Our
periodic working capital excluding cash and debt is partly driven by our sales
volume growth rates for the relevant periods. As a result, the higher the sales
volume growth rates are, the larger the working capital investment needed to
purchase and sell the increased quantities of fuel. A larger working capital
investment decreases our operational cash flows for the relevant periods.
Furthermore, significant period-on-period movement in the average outstanding
days of our trade receivables, inventories and trade payables considerably
impacts our periodic working capital excluding cash and debt positions and our
operational cash flows. Finally, significant fluctuations in marine fuel prices
materially affect our periodic working capital excluding cash and debt. A
period-on-period increase in marine fuel prices increases the level of working
capital investment needed to purchase the same quantity of marine fuel.
Accordingly, we would have to increase our working capital investment at a
multiple of the increase in marine fuel prices in order to increase our sales
volumes.
Year Ended December 31,
-----------------------------
2005 2006
-------------- -------------
(in thousands of U.S.
dollars)
Working capital (32,457) 115,723
Working capital excluding cash and debt 30,516 33,381
During the year ended December 31, 2006 we experienced a significant increase in
our sales of marine petroleum products. However, during the same year, we
improved the average outstanding days of our trade receivables. Accordingly, our
working capital excluding cash and debt only slightly increased. Our working
capital position as of December 31, 2006 was positive due to the net proceeds of
our initial public offering in December 2006 which we used to repay a
significant portion of our then-outstanding debt. While we do expect to incur
additional debt to fund working capital requirements and capital commitments, we
would not expect significant working capital deficits in the future.
We primarily use our cash to fund marine petroleum product purchases for resale
to our customers. Except for transactions with our related company, Aegean Oil,
in which we usually had been extended unsecured trade credit, we are usually
extended secured trade credit from our suppliers for our marine petroleum
product purchases and our suppliers usually require us to provide a standby
letter of credit. In certain cases, we purchase quality marine petroleum
products from certain suppliers at discounted prices with cash on or near
delivery. Our ability to fund marine petroleum product purchases, obtain trade
credit from our suppliers, and provide standby letters of credit is critical to
the success of our business. Increases in oil prices negatively impact our
liquidity by increasing the amount of cash needed to fund marine petroleum
product purchases as well as reducing the volume of marine petroleum products
which can be purchased on a secured credit basis from our suppliers.
We also use our cash to fund the acquisition or construction costs of vessels as
well as to fund the maintenance cost of these vessels. The following table
illustrates the cash paid for the acquisition and construction of vessels and
the cash paid for drydocking of our vessels, for the years ended December 31,
2004, 2005 and 2006.
Year Ended December 31,
------------------------------------------
2004 2005 2006
------- ------ ------
(in thousands of U.S. dollars)
Payments for net vessel acquisitions 28,998 8,175 21,995
Payments for vessel construction -- 11,228 35,396
Payments for drydocking 321 154 10,637
Payments for vessel acquisitions will increase in the coming years due to our
existing commitments on our newbuilding contracts for 22 bunkering tankers and
two specialty tankers. Ten of the 22 bunkering tankers have a total construction
cost of $8.4 million each, seven have a total construction cost of $11.6 million
each and the remaining five have a total construction cost of $11.0 million
each. These costs include newbuilding contracts with the shipyards as well as
supervision contracts. Each of the two specialty tankers has an estimated total
construction cost of Euro 8.3 million, which includes a newbuilding contract
with the shipyard as well as a supervision contract. The construction costs of
both the bunkering tankers and the specialty tankers are payable in milestones
over the duration of the construction of these vessels. The payment schedules
for these newbuilding contracts are presented below. The payment schedules for
the specialty tankers have been calculated assuming a $/Euro exchange rate of
1.3170, the rate prevailing on December 31, 2006.
Bunkering Specialty
Tanker Tankers Total
--------------- -------------- -------------
(in thousands of U.S. dollars)
2007 61,628 15,708 77,336
2008 76,878 -- 76,878
2009 41,820 -- 41,820
--------------- -------------- -------------
Total 180,326 15,708 196,034
=============== ============== =============
Furthermore, payments for vessel acquisitions are expected to increase if we
exercise our options to purchase nine bunkering tankers and four specialty
tankers. Currently, we intend to purchase only secondhand double hull bunkering
tankers, which are generally more costly than secondhand single hull bunkering
tankers. Payments for drydocking are also expected to increase, mainly due to
the increased number of vessels in our fleet.
It is our intention to fund the remaining capital commitments on our newbuilding
contracts using cash on hand and existing long-term bank debt and using cash
flow from operations. Furthermore, we intend to use cash flow from operations as
well as new long-term debt to fund the purchase of vessels under newbuilding
contracts if we exercise our options to purchase nine bunkering tankers and four
specialty tankers. We intend to fund our growth strategy, which may include
further acquisitions of additional vessels or investments in other
energy-related projects using either cash on hand and cash flow from operations
or new long-term bank debt.
We anticipate that assuming market conditions are consistent with our historical
experience, cash on hand, internally generated cash flow and borrowings under
our credit facilities will be sufficient to fund our business, including our
working capital requirements. While we do not currently intend to do so, in the
future we may consider raising funds through additional equity or debt
offerings, depending on our future business plans.
Our beliefs, intentions, plans and expectations concerning liquidity and our
ability to obtain financing are based on currently available information. To the
extent this information proves to be inaccurate, or if circumstances change,
future availability of trade credit or other sources of financing may be reduced
and our liquidity would be adversely affected. Factors that may affect the
availability of trade credit, or other financing, include our performance, the
state of worldwide credit markets, and our levels of outstanding debt. In
addition, we may decide to raise additional funds to respond to competitive
pressures or changes in market conditions, to fund future growth, or to acquire
vessels. We cannot guarantee that financing will be available when needed or
desired, or on terms favorable to us.
Cash Flow
Net Cash Provided By Operating Activities
Net cash provided by operating activities increased by $15.6 million to $17.1
million for the year ended December 31, 2006 compared to $1.5 million for 2005.
This increase was primarily attributable to our net income for the year as
changes in working capital were not substantial. Working capital excluding cash
and debt increased by $2.9 million, to a surplus of $33.4 million as of December
31, 2006 compared to a surplus of $30.5 million as of December 31, 2005. The
change in trade receivables was minimal as increased sales of marine petroleum
products were offset by a decrease in the average outstanding days of trade
receivables. The growth in trade payables provided cash to operations and
resulted from increased purchases during the year. On the other hand, cash from
operations was utilized to increase our inventories in Gibraltar.
Net cash provided by operating activities decreased by $15.8 million to $1.5
million for the year ended December 31, 2005 compared to $17.3 million for the
same period in 2004. This decrease was primarily attributable to net cash
outflows relating to the increase of our working capital excluding cash and
debt, which increased by $21.7 million, to a surplus of $30.5 million as of
December 31, 2005 compared to a surplus of $8.8 million as of December 31, 2004.
The increase of our working capital excluding cash and debt was mainly due to
increased volumes of business and higher oil prices resulting in higher trade
receivables. The increase was also due to the decrease in the average
outstanding days of our trade payables.
Net Cash Used In Investing Activities
Net cash used in investing activities was $55.2 million for the year ended
December 31, 2006. During the year ended December 31, 2006, we paid $35.4
million as milestone payments under our newbuilding and engineering contracts.
We paid $34.9 million to acquire the tankers, Aegean XI, Omega Af Donso, Trapper
and Aegean Force and we received $12.9 million upon the sale of the Omega Af
Donso and the Trapper to companies owned and controlled by members of Mr.
Melisanidis' family and related to Aegean Shipping Management S.A.
Net cash used in investing activities was $35.0 million for the year ended
December 31, 2005. During the year ended December 31, 2005, we paid $11.2
million as partial advance payments under our newbuilding contracts with Fujian
and a Romanian shipyard for ten double hull tankers and two specialty tankers.
We paid $6.7 million to acquire the bunkering tanker, Aegean Pride I, from
Bonaire Shipholding Co., a vessel-owning company owned and controlled by members
of Mr. Melisanidis' family and related to Aegean Shipping Management; and we
purchased other fixed assets of $1.1 million, including $0.8 million for the
acquisition of our marketing office in the United States. Furthermore, during
the year ended December 31, 2005, we placed a portion of our loan proceeds in an
interest-bearing cash collateral account which we used as security for standby
letters of credit issued by the same bank to the above-mentioned Romanian
shipyard.
Net cash used in investing activities was $29.4 million in 2004, mainly
consisting of the acquisition costs of our five bunkering tankers.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was $112.9 million for the year ended
December 31, 2006. Regarding sources of financing, during the year ended
December 31, 2006, we obtained new long-term bank loans of $41.7 million and we
received net proceeds of $185.2 million from our initial public offering.
Furthermore, during the year ended December 31, 2006, we made principal
repayments of $42.9 million on our long-term bank loans and we repaid a net
amount of $66.6 million under our short-term credit facilities. Finally, during
the year ended December 31, 2006, we declared and paid dividends of $4.0 million
to our shareholders.
Net cash provided by financing activities was $37.8 million for the year ended
December 31, 2005. During the year ended December 31, 2005, we obtained new
long-term bank loans of $15.5 million and we made principal repayments of $3.6
million on our existing long-term bank loans. Furthermore, during the year ended
December 31, 2005, we obtained a short-term loan facility from Leveret totaling
$23.6 million, and we borrowed $39.0 million under short-term bank facilities,
of which a short-term loan of $35.0 million was used to finance the repurchase
of 8% of our common stock. Finally, during the year ended December 31, 2005, we
declared and paid dividends of $1.5 million to our shareholders.
Net cash provided by financing activities was $13.4 million in 2004. In 2004, we
obtained long-term bank loans of $19.7 million in order to partially finance the
acquisition costs of our five bunkering tankers and we financed the remaining
portion of the acquisition costs by a capital contribution of cash from our
shareholders, of $9.3 million. Furthermore, in 2004, we repaid $2.6 million of
the current portions of long-term debt. In addition, in 2004, we experienced a
net decrease in short-term borrowings of $4.3 million, which mainly related to
the repayment of the short-term interest-free line of credit granted to us in
2003 by the United States Navy for working capital purposes. Finally, in 2004,
we declared and paid dividends of $8.4 million to our shareholders.
C. Research and development, patents and licenses, etc.
Not applicable.
D. Trend information.
Not applicable.
E. Off-balance sheet arrangements.
We do not have any off-balance sheet arrangements.
F. Tabular disclosure of contractual obligations.
Contractual Obligations and Commercial Commitments
The following table sets forth our contractual obligations and commercial
commitments as of December 31, 2006:
Within One to Three to More than
One Year Three Years Five Years Five Years Total
-------- ----------- ---------- ---------- -----
(in millions of U.S. dollars)
Long-term bank debt (excluding interest) 0.8 4.3 4.6 23.8 33.5
Minimum purchase commitments 37.5 75.1 75.1 122.0 309.7
Newbuilding contracts--bunkering tankers 61.6 118.7 - - 180.3
Newbuilding contracts--specialty tankers 15.7 - - - 15.7
------- ------ ------ ------- ------
Total 115.6 198.1 79.7 145.8 539.2
======= ====== ====== ======= ======
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations
is based upon our combined and consolidated financial statements, which have
been prepared in accordance with U.S. GAAP. The preparation of such financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets and liabilities, revenues and expenses and related disclosure
of contingent assets and liabilities at the date of our financial statements.
Actual results may differ from these estimates under different assumptions and
conditions.
Critical accounting policies are those that reflect significant judgments of
uncertainties and potentially result in materially different results under
different assumptions and conditions. We have described below what we believe to
be our most critical accounting policies, because they generally involve a
comparatively higher degree of judgment in their application. For a description
of all our significant accounting policies, see Note 2 to our combined and
consolidated financial statements included herein.
Trade Receivables and Allowance for Doubtful Accounts
We extend credit on an unsecured basis to many of our customers. There is
uncertainty over the level of uncollectibility of customer accounts. Our
management is responsible for approving credit limits above certain amounts,
setting and maintaining credit standards, and managing the overall quality of
our credit portfolio. We perform ongoing credit evaluations of our customers and
adjust credit limits based upon payment history and the customer's current
credit worthiness. We extend credit on an unsecured basis to many of our
customers. Accounts receivable are deemed past due based on contractual terms
agreed with our customers.
We continuously monitor collections and payments from our customers and maintain
a provision for estimated credit losses based upon our historical experience
with our customers, current market and industry conditions of our customers, and
any specific customer collection issues that we have identified. Accounts and
notes receivable are reduced by an allowance for amounts that may become
uncollectible in the future. At the end of each reporting period, we calculate
an allowance for doubtful accounts based on an aging schedule where we apply set
percentages to categories of overdue trade receivables (i.e., 30 to 60 days, 60
to 90 days, etc.). These set percentages are based on historical experience and
currently available management information on customer accounts. Furthermore, we
provide appropriate allowances for any specific customer collection issue we
identify which allowance is calculated on a case-by-base basis. Trade
receivables are written off when it becomes apparent based upon age or customer
circumstances that such amounts will not be collected.
We believe the level of our allowance for doubtful accounts is reasonable based
on our experience and our analysis of the net realizable value of our trade
receivables during each reporting period. The estimates driving the calculation
of our allowance for doubtful accounts have not changed in the past periods and
we do not expect these estimates to change in the foreseeable future because
they have resulted and we believe that they will continue to result in accurate
calculations of our allowance for doubtful accounts. We cannot guarantee that we
will continue to experience the same credit loss rates that we have experienced
in the past, since adverse changes in the marine industry or changes in the
liquidity or financial position of our customers could have a material adverse
effect on the collectability of our trade receivables and our future operating
results. If credit losses exceed established allowances, our results of
operations and financial condition may be adversely affected.
Depreciation
We record the value of our vessels at their cost (which includes acquisition
costs directly attributable to the vessel and expenditures made to prepare the
vessel for its initial voyage) less accumulated depreciation. We depreciate our
vessels on a straight-line basis over their estimated useful lives. Depreciation
is based on cost less the estimated residual scrap value.
We estimate the useful lives for our bunkering tankers to be 30 years from date
of initial delivery from the shipyard, and for our Aframax tanker, to be 25
years from date of initial delivery from the shipyard. Furthermore, we estimate
the useful life of our floating storage facilities to be 30 years from the date
of acquisition. We estimate the residual scrap values of our vessels to be $175
per light-weight ton. We form these estimates based on our experience and the
prevailing practices of other companies in the bunkering and shipping
industries.
An increase in the estimated useful life of a tanker or in its estimated
residual value would have the effect of decreasing the annual depreciation
charge and extending it into later periods. A decrease in the estimated useful
life of a tanker or in its estimated residual value would have the effect of
increasing the annual depreciation charge. A 20% decrease in the remaining
estimated useful lives of our vessels would increase our depreciation charge for
the year ended December 31, 2006 by $1.1 million.
Estimates may need to be changed if new regulations place limitations over the
ability of a vessel to trade on a worldwide basis. This would cause us to adjust
the vessel's useful life to end at the date such regulations become effective.
Our estimates of the useful lives of our vessels and of the residual scrap
values of our vessels have not changed in the past periods. We do not expect
these estimates to change in the foreseeable future because we believe they will
continue to accurately represent the useful lives of tanker vessels and the
long-term scrap values of steel.
Impairment of Long-lived Assets
We evaluate the carrying amounts of our long-lived assets to determine if events
have occurred which would require modification to their carrying values. In
evaluating useful lives and carrying values of long-lived assets, we review
certain indicators of potential impairment, such as vessel sale and purchase
prices in the marketplace, business plans and overall market conditions. If an
indicator of impairment exists, we determine undiscounted projected net
operating cash flow for each vessel or group of vessels and compare it to the
relevant carrying value. In the event that undiscounted projected net operating
cash flows were less than carrying value, we would estimate the fair value of
the related asset and record a charge to operations calculated by comparing the
asset's carrying value to the estimated fair value. When performing impairment
assessments, management would generally consider vessel valuation reports
obtained from third-party valuation specialists.
Deferred Drydock Cost
Our vessels are generally required to be drydocked approximately every 30 to 60
months for major repairs and maintenance that cannot be performed while the
vessels are operating. We capitalize the costs associated with drydockings as
they occur and amortize these costs on a straight-line basis over the period
between drydockings. Costs capitalized as part of the drydocking include actual
costs incurred at the drydock yard; cost of fuel consumed between the vessel's
last discharge port prior to the drydocking and the time the vessel leaves the
drydock yard; cost of hiring riding crews to effect repairs on a vessel and
parts used in making such repairs that are reasonably made in anticipation of
reducing the duration or cost of the drydocking; cost of travel, lodging and
subsistence of our personnel sent to the drydocking site to supervise; and the
cost of hiring a third party to oversee a drydocking. We believe that these
types of capitalized costs are consistent with practice among other companies in
our industry that apply this method of accounting and that our policy of
capitalization reflects the economics and market values of the vessels.
Although many companies in our industry apply this method of accounting for
deferred drydock costs, some companies apply other methods of accounting, such
as expensing drydock costs as incurred. If we were to adopt that method of
accounting as our accounting policy, our drydock costs would have been as
disclosed under the heading "As Incurred" in the table below, for the periods
presented therein.
Average Number of Tankers Drydock Costs
Year Ended December 31 Bunkering Non-bunkering As Reported As Incurred
---------------------- --------- ------------- ----------- -----------
(in thousands of U.S. dollars)
2004 6.8 1.0 386 321
2005 9.0 1.0 636 154
2006 1.1 1.3 1,684 10,637
The table above discloses the average number of tankers that we have owned in
each of the periods presented and the drydock costs that we have reported. In
the future, depending on the date a newly-purchased secondhand vessel is
drydocked prior to its delivery to us, we may pay drydocking costs and incur
subsequent amortization expense of these costs sooner after delivery than if the
vessel had been owned by us throughout its life. This would increase our average
drydocking expenses in periods immediately following the acquisition.
Following acquisition of vessels under newbuilding contracts, we would expect to
first pay drydocking costs and incur subsequent amortization expense of these
costs approximately 30 months after the delivery of the vessel from the
shipyard. This would decrease our average drydocking expenses in periods
immediately following the acquisition since we would have no such costs to
amortize in respect of these vessels until they were first drydocked.
G. Safe harbor
Forward-looking information discussed in this Item 5 includes assumptions,
expectations, projections, intentions and beliefs about future events. These
statements are intended as "forward-looking statements." We caution that
assumptions, expectations, projections, intentions and beliefs about future
events may and often do vary from actual results and the differences can be
material. Please see "Cautionary Statement Regarding Forward-Looking Statements"
in this report.
ITEM 6. DIRECTORS, SENIOR MANAGEMENTAND EMPLOYEES
A. Directors and senior management
Set forth below are the names, ages and positions of our current directors and
executive officers. Our board of directors is elected annually on a staggered
basis, and each director holds office until his successor has been duly elected,
except in the event of his death, resignation, removal or the earlier
termination of his office.
Name Age Position
---- --- --------
Peter C. Georgiopoulos 46 Chairman of the Board, Class B Director
Spyridon Fokas 52 Class B Director, General Counsel and
Corporate Secretary
E. Nikolas Tavlarios 44 President
John O. Hatab 63 Class A Director
Yiannis N. Papanicolaou 55 Class A Director
Abel L. Rasterhoff 67 Class C Director
John P. Tavlarios 45 Class B Director
Apostolis Tsitsirakis 37 Class C Director
Dimitris Melisanidis 56 Head of Corporate Development
Ziad Nakhleh 34 Treasurer and Chief Financial Officer
Gregory Robolakis 48 General Manager, Aegean Marine Petroleum S.A.
Nikolas Hondos 53 General Manager, Aegean Bunkering Services Inc.
---------------
The business address of each of our executive officers and directors is 42
Hatzikyriakou Avenue, Piraeus 185 38 Athens, Greece.
Our board of directors is divided into three classes, as nearly equal in number
as possible, with each director serving a three-year term and one class being
elected at each year's annual meeting of shareholders. Class A Directors' term
expires in 2007. Class B Directors' term expires in 2008. Class C Directors'
term expires in 2009.
Certain biographical information about each of these individuals is set forth
below.
Peter C. Georgiopoulos has been the Chairman of our board of directors since
December 2006. Since 1997, Mr. Georgiopoulos has served as Chairman, President,
Chief Executive Officer of General Maritime, a publicly-traded tanker company
with shares listed on the New York Stock Exchange. From 1991 to 1997, Mr.
Georgiopoulos was the principal of Maritime Equity Management, a vessel-owning
and investment company which he founded in 1991. From 1990 to 1991, he was
affiliated with Mallory Jones Lynch & Associates, an oil tanker brokerage firm.
From 1987 to 1990, Mr. Georgiopoulos was an investment banker at Drexel Burnham
Lambert. Prior to entering the investment banking business, he had extensive
experience in the sale, purchase and chartering of vessels while working for
shipowners in New York and Piraeus, Greece. Mr. Georgiopoulos is a member of the
American Bureau of Shipping. Mr. Georgiopoulos is also Chairman of the Board of
Genco Shipping & Trading Limited, a public drybulk shipping company whose shares
trade on the Nasdaq National Market. Mr. Georgiopoulos holds a master's degree
in business administration from Dartmouth College.
Spyridon Fokas has been a member of our board of directors since June 2005. Mr.
Fokas has also served as our General Counsel and as our Corporate Secretary
since June 2005. Mr. Fokas currently is an attorney at Associated Piraeus Law
Offices, where he has been practicing maritime law since 1982 and has
represented our Company since 1998. Mr. Fokas is a member of the Greek Maritime
Law Association and the Hellenic Society of Maritime Lawyers. Mr. Fokas holds a
law degree from the University of Athens School of Law and has undertaken
post-graduate studies in shipping law at the University College London.
E. Nikolas Tavlarios has served as our President effective since December 2006.
Since 2003, Mr. Tavlarios has served as Vice President of General Maritime
Management LLC, a tanker operating subsidiary of General Maritime where he has
overseen business development and maintained relationships with commercial
representatives of major oil companies. From 2000 to 2003, Mr. Tavlarios was
Vice President of Sales and Administration at Universal Services Group. From
1998 to 2000, Mr. Tavlarios served as Executive Director of Rockefeller Center
for Tishman Speyer Properties. Prior to 1998, Mr. Tavlarios was a Surveyor for
the American Bureau of Shipping. Mr. Tavlarios holds a bachelor's degree in
marine transportation from State University of New York Maritime College and a
master's degree in business administration from St. John's University. Mr.
Tavlarios is the brother of Mr. John P. Tavlarios.
John O. Hatab has served as a member of our board of directors and as the
chairman of our audit committee since December 2006. Mr. Hatab has also served
as a member of our compensation committee since February 2007. He is a Principal
of Gotham Capital Associates LLC. From 2001 to 2004, Mr. Hatab was Managing
Partner of Business Development of the PricewaterhouseCoopers LLP Metro Region.
From 1990 to 2001, Mr. Hatab was CEO of the PricewaterhouseCoopers LLP Metro
Region tax services practice and served as Managing Partner of the firm's New
York office tax practice. He previously served as Managing Partner of the Price
Waterhouse LLP Washington, DC area tax services practices. Mr. Hatab serves as a
director of General Maritime. Mr. Hatab also serves as a director of Papa John's
International, Inc., an operator and franchisor of restaurants, which is also a
publicly traded company with securities registered under the Securities Act of
1934. Mr. Hatab is a Certified Public Accountant and holds a bachelor's degree
in business administration from Lehigh University and a master's degree in
business administration from the Seton Hall University Graduate School of
Business.
Yiannis N. Papanicolaou has served as a member of our board of directors and the
chairman of our compensation committee and a member of our audit committee since
December 2006. Since 2004, Mr. Papanicolaou has been an independent consultant
to various companies. From 1998 to 2004, Mr. Papanicolaou has served as Director
General of the International Center for Black Sea Studies and from 1997 to 2005
as Alternate Governor of Greece at the Black Sea Trade and Development Bank.
Between 1989 and 1996, Mr. Papanicolaou was employed as an independent
consultant to various companies. Prior to that, Mr. Papanicolaou had a career in
government where he served, among other positions, as Chief Economic Advisor to
the Prime Minister of Greece, Chairman of the Council of Economic Advisors to
the Ministry of National Economy and Special Advisor to the Minister of Foreign
Affairs of the Hellenic Republic. Mr. Papanicolaou has studied economics at the
National University of Athens, the London School of Economics and the London
Graduate School for Business Studies.
Abel L. Rasterhoff has served as a member of our board of directors and as the
chairman of our nominating and corporate governance committee and a member of
our audit committee since December 2006. Mr. Rasterhoff has also served as a
member of the compensation committee since February 2007. Mr. Rasterhoff is also
a member of the board of directors of Capital Maritime & Trading Corp. and
President of the national Netherlands-England Society. From 2004 to 2005, Mr.
Rasterhoff served on the supervisory board of Stichting Garantiefonds Reisgelden
in the Netherlands and as an advisor to the TUI Nederland Pension Fund. Mr.
Rasterhoff was a Member of the Executive Board and Chief Financial Officer of
TUI Nederland, the largest Dutch tour operator, from 2001 to 2004 and from 1998
to 2000. He also served on the Executive Board of Connexxion, the government
owned public transport company, on an interim basis for six months in 2001. From
1991 to 1997, Mr. Rasterhoff was a Director and Vice President, Finance and
Planning, for Shell International Trading and Shipping Company Limited. During
this period he also served as a Board Member of the Securities and Futures
Authority (SFA) in London. In 1997, Mr. Rasterhoff retired after a 30-year
career at various Royal Dutch Shell companies, where he was extensively involved
in the shipping industry. From 1981 to 1984, Mr. Rasterhoff was Managing
Director of Shell Tankers B.V., Vice Chairman and Chairman-elect of the Dutch
Council of Shipping and a Member of the Dutch Government Advisory Committee on
the North Sea. Mr. Rasterhoff holds a graduate business degree in business
economics from the University of Groningen in the Netherlands.
John P. Tavlarios has served as a member of our board of directors since
December 2006. Mr. Tavlarios served as Executive Vice President of General
Maritime from its inception in 1997 until January 2000, and President and Chief
Operating Officer of General Maritime from May 2001 until December 31, 2002.
Following an internal reorganization of General Maritime, which took effect at
the close of business on December 31, 2002, he became Chief Executive Officer of
its tanker operating subsidiary, General Maritime Management LLC. From 1995 to
1997, he was affiliated with Maritime Equity Management, a vessel-owning and
investment company, where Mr. Tavlarios served as Director of Marine Operations.
From 1992 to 1995, Mr. Tavlarios was President and founder of Halcyon Trading
Company, a consulting firm specializing in international business development
with a particular emphasis on the international oil industry. From 1984 to 1992,
he was employed by Mobil Oil Corporation, spending most of his tenure in the
Marine Operations and the Marketing and Refining divisions. Prior to 1984, Mr.
Tavlarios was involved in his family's shipping business, assisting in marine
operations. Mr. Tavlarios is a member of the American Bureau of Shipping, the
Det Norske Veritas North American Committee, the Skuld board of directors, the
Directors Committee and the North American Panel of INTERTANKO, the organization
of independent tank owners and on the Board of Trustees of the Seaman's Church
Institute. Mr. Tavlarios is also a director of General Maritime. Mr. Tavlarios
holds a master's degree in business administration from St. John's University.
Mr. Tavlarios is the brother of Mr. E. Nikolas Tavlarios.
Apostolis Tsitsirakis has served as a member of our board of directors and a
member of our compensation committee and our nominating and corporate governance
committee since December 2006. Until July 2006, Mr. Tsitsirakis was a principal
of Chesterfield Oil and Trading Ltd., a private company that engages in the
investment management and trading of oil and petroleum products worldwide and
serves as a consultant to Sea Bunkers Inc., a private bunker brokerage firm
where he oversees and advises on trading and hedging services. Since 2003, Mr.
Tsitsirakis has been a director of Benamar Enterprises Ltd., a private
consulting and investment management firm which specializes in international
maritime business development. From 1997 to 2000, Mr. Tsitsirakis was affiliated
with Trinity Shipping Corp., a ship-owning and ship-management company based in
Piraeus, Greece, where he served as Director of Marine Operations while holding
several other management positions. Prior to 1997, Mr. Tsitsirakis worked for
various ship-owners and shipbrokers in London and Piraeus, Greece. Mr.
Tsitsirakis holds a master's degree in business administration from Webster
University.
Dimitris Melisanidis is our founder and has served as our Head of Corporate
Development since December 2006. Prior to that Mr. Melisanidis was our President
and Chief Executive Officer since June 2005, and served as a director and
Chairman of our board of directors until July 2006. In 1995, Mr. Melisanidis
founded and has since managed the group of companies that form our Company. Mr.
Melisanidis has also been involved historically with our related companies and
had a leadership role with respect to the promotion of their products and
services. Mr. Melisanidis is a member of the Greek Committee of the
classification society Bureau Veritas, the Committee on Petroleum Policy of the
Hellenic Petroleum Marketing Companies Association and is involved in a number
of other institutions, including the Hellenic-American Chamber of Commerce, the
Propeller Club of The United States, the Union of European Shipowners with
Cyprus Flag and The Yacht Club of Greece. Mr. Melisanidis is a founding member
and President of the Athens Club of Black Sea and a Vice President of the World
Fraternity for Hellenism and Orthodoxy as well as the Association for
Greek-American Friendship. From 1992 to 1995 Mr. Melisanidis was the co-owner
and served as President and Managing Director of soccer club AEK Athens.
Ziad Nakhleh has been our Treasurer and Chief Financial Officer since January
2005 and served as a member of our board of directors from June 2005 to December
2006. Prior to joining our Company, Mr. Nakhleh worked as an external audit
manager at Ernst & Young from October 2002 to December 2004. From January 2000
to September 2002, Mr. Nakhleh was employed at Arthur Andersen as an audit
manager. Prior to that, Mr. Nakhleh worked as a financial officer at a private
international company. Mr. Nakhleh is a member of the American Institute of
Certified Public Accountants and holds a bachelor's degree in Accounting from
the University of Richmond.
Gregory Robolakis has been the General Manager of our subsidiary Aegean Marine
Petroleum S.A. from June 2005 and served as a member of our board of directors
from July 2006 to December 2006. In 1998, Mr. Robolakis joined our subsidiary,
AMP, and served as lubricants and claim manager and from 2001 to 2005 as Chief
Operating Officer and Sales and Marketing Director. From 1994 to 1998, Mr.
Robolakis worked at Agip Petroli SpA as Director of Marine Sales. He began his
career at Shell Company (Hellas) Ltd. where he was employed in the sales and
marketing department from 1988 to 1994. Mr. Robolakis holds a bachelor's degree
and a master's degree in chemical engineering from the City University of New
York.
Nikolas Hondos has been the General Manager of our subsidiary Aegean Bunkering
Services Inc. from January 2007 and is responsible for the operations of our
bunkering tanker fleet. Prior to joining our Company, Mr. Hondos served as Chief
Executive Officer of tanker operators Athenian Sea Carriers Ltd, a position he
held since 1999. From 1994 to 1999 Mr. Hondos was Director of Business
Development at American Bureau of Shipping Marine Services, in charge of Europe
and Middle East. Prior to this engagement, Mr. Hondos was a Production Manager
at NEORION Shipyards (Syros Island) in Greece
Framework Agreement
On July 19, 2006, Leveret and AMPNInvest, our existing shareholders, entered
into a Framework Agreement which, as amended, affects the management and
governance of our Company. Pursuant to the Framework Agreement, Leveret and
AMPNInvest agreed to identify, mutually agree and elect seven members to serve
on our board of directors effective upon the closing of the initial public
offering. We refer to these seven directors as our Post-offering Board. Under
the Framework Agreement, the majority of the members of our Post-offering Board
will be required to meet the independence standards established by the New York
Stock Exchange. Our existing shareholders agreed that Mr. Georgiopoulos would
serve as the Chairman of our Post-offering Board and Mr. Melisanidis would
refrain from serving on our board of directors during the term of the Framework
Agreement. Our existing shareholders also agreed that AMPNInvest would name the
chairs of our audit committee and our nominating and corporate governance
committee and propose and agree with Leveret on the identities of our executive
officers and that Leveret and AMPNInvest would cause our board of directors to
appoint such officers. The Framework Agreement also provides that our existing
shareholders will vote in favor of our Post-offering Board, including the
independent directors, and the nominees of our Post-offering Board for the
duration of the Framework Agreement. The Framework Agreement further provides
that during its term, our existing shareholders will vote on all matters in
accordance with our Post-offering Board's recommendations and will cause our
board of directors to appoint independent members to our board committees. Our
existing shareholders have also agreed to approve an equity incentive plan
covering our directors, officers, employees and consultants and to cause our
Company to enter into an employment or a consulting agreement with Mr.
Melisanidis.
In addition, the Framework Agreement provides that the existing shareholders
will cause our Company to commence the implementation of additional internal
controls over financial reporting as provided by Section 404 of the
Sarbanes-Oxley Act of 2002 and to grant to each of Leveret and AMPNInvest demand
and "piggy back" registration rights for resale pursuant to the Securities Act
following the expiration of the 180-day lock up agreements. The Framework
Agreement further obligates Leveret and AMPNInvest to cause us to establish
executive offices in New York City or elsewhere in the United States responsible
for oversight of our Company's administration, financial reporting and control
functions.
The Framework Agreement provides that it shall remain in effect so long as Mr.
Georgiopoulos or his successor designated by AMPNInvest serves on our
Post-offering Board and AMPNInvest or Mr. Georgiopoulos owns at least 1% of then
issued and outstanding shares of our common stock. The Framework Agreement
expires in December 2011, on the fifth anniversary of the completion of the
initial public offering, unless terminated earlier pursuant to its provisions.
B. Compensation
The aggregate annual compensation paid to two of our five executive officers,
Mr. Nakhleh and Mr. Robolakis was $0.4 million for the year ending December 31,
2006. With respect to the remaining three executive officers, we did not pay any
compensation to Mr. Melisanidis, Mr. Fokas and Mr. Hondos for services as a
director or employee during that period. We pay our directors who are not also
executive officers annual compensation in the amount of $40,000 each.
Furthermore, audit committee members each receive an additional annual fee of
$10,000. In addition, each director is reimbursed for out-of-pocket expenses
incurred attending any meeting of the board of directors or any committee of the
board of directors. We do not maintain a medical, dental, or retirement plan for
our directors. Officers who also serve as directors do not receive additional
compensation for their services as directors.
C. Board Practices.
Committees of the Board of Directors
The standing committees of our board of directors consist of an audit committee,
a compensation committee and a nominating and corporate governance committee.
Each of our standing committees is comprised of independent members of our board
of directors. In addition special committees may be established under the
direction of the board of directors when necessary to address specific issues.
Audit Committee
Our audit committee is comprised of three independent members of our board of
directors. The committee is responsible for, among other things, making
recommendations concerning the engagement of our independent public accountants,
reviewing with the independent public accountants the plans and results of the
audit engagement, approving professional services provided by the independent
public accountants, reviewing the independence of the independent public
accountants, considering the range of audit and non-audit fees and reviewing the
adequacy of our internal accounting controls. Our audit committee is comprised
of Messrs. Hatab, Rasterhoff and Papanicolaou. Mr. Hatab serves as the chairman
of the audit committee.
Compensation Committee
Our compensation committee is comprised of four independent members of our board
of directors. The committee is responsible for determining compensation for our
executive officers and other employees and administering our compensation
programs. Our compensation committee is comprised of Messrs. Papanicolaou,
Tsitsirakis; Hatab and Rasterhoff. Mr. Papanicolaou serves as the chairman of
the compensation committee.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee is comprised of two
independent members of our board of directors. The committee is responsible for
identifying and recommending qualified candidates for board membership to the
board of directors. Our nominating and corporate governance committee is
comprised of Messrs. Rasterhoff and Tsitsirakis. Mr. Rasterhoff serves as the
chairman of the nominating and corporate governance committee.
Exemptions from NYSE corporate governance rules
Pursuant to an exception for foreign private issuers, we, as a Marshall Islands
company, are not required to comply with the corporate governance practices
followed by U.S. companies under the NYSE listing standards. We believe that our
established practices in the area of corporate governance are in line with the
spirit of the NYSE standards and provide adequate protection to our
shareholders. In fact, we have voluntarily adopted NYSE required practices, such
as (a) having a majority of independent directors, (b) establishing audit,
compensation and nominating committees and (c) adopting a Code of Ethics.
There are two significant differences between our corporate governance practices
and the practices required by the NYSE. The NYSE requires that non-management
directors meet regularly in executive sessions without management. The NYSE also
requires that all independent directors meet in an executive session at least
once a year. As permitted under Marshall Islands law and our bylaws, our
non-management directors do not regularly hold executive sessions without
management and we do not expect them to do so in the future. The NYSE requires
companies to adopt and disclose corporate governance guidelines. The guidelines
must address, among other things: director qualification standards, director
responsibilities, director access to management and independent advisers,
director compensation, director orientation and continuing education, management
succession and an annual performance evaluation. We are not required to adopt
such guidelines under Marshall Islands law and we have not adopted such
guidelines.
D. Employees
As of December 31, 2006, we had approximately 344 employees, including
approximately 82 shoreside personnel, and approximately 262 shipboard personnel
employed on our vessels. Our Greek shoreside employees are subject to Greek
national collective bargaining agreements, which set minimum standards of their
employment. Our Greek shipboard personnel is also subject to these standards.
Our Filipino crew members are also subject to a collective bargaining agreement
with the Philippine Government that sets their minimum standards of employment.
We consider our employee relations to be satisfactory.
Our full-time Greek shoreside employees are covered by state-sponsored pension
funds for which we are required to contribute a portion of the monthly salary of
these employees. Upon retirement of these employees, the state-sponsored pension
funds are responsible for paying the employee's retirement benefits and we have
no obligation to pay these benefits. Our crew members are employed under
short-term contracts and we are not liable for any of their pension or
post-retirement benefits.
E. Share ownership
The common shares beneficially owned by our directors and senior managers are
disclosed in "Item 7. Major Shareholders and Related Party Transactions" below.
Equity Incentive Plan
We have adopted an equity incentive plan, which we refer to as the Plan, under
which our officers, key employees and directors may be eligible to receive
options to acquire shares of common stock. We have reserved a total of 4,053,500
shares of common stock for issuance under the Plan. The compensation committee
of our board of directors administers the Plan. Under the terms of the Plan, the
compensation committee of may grant new options exercisable at a price per
common share to be determined by our board of directors but in no event less
than fair market value as of the date of grant. The Plan also permits our
compensation committee to award restricted stock, restricted stock units,
non-qualified stock options, stock appreciation rights, dividend equivalent
rights, unrestricted stock, and performance shares. Under the terms of the Plan,
no options may be exercisable until December 2008, or at least two years after
the completion of the initial public offering. Any shares received on exercise
of the options will not be able to be sold until December 2009, or three years
after the completion of the initial public offering. All options will expire ten
years from the date of the grant. The Plan expires in December 2016, or ten
years from the completion of the initial public offering. On December 13, 2006
and February 27, 2007, we granted an aggregate of 216,310 restricted shares
pursuant to the Plan to our President and to certain of our employees,
respectively.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
A. Major shareholders.
The following table presents certain information regarding (1) the beneficial
owner of more than 5% of the shares of common stock and (2) the total amount of
common stock beneficially owned by all of our directors and executive officers,
other than Mr. Melisanidis, as a group in each case as of March 31, 2007.
Name Number Percentage(1)
----- ------ ----------
Leveret International Inc. (2) 22,428,000 52.6%
Dimitris Melisanidis (3) 22,428,000 52.6%
AMPNInvest LLC (4) 5,607,000 13.2%
Peter C. Georgiopoulos (5) 5,607,000 13.2%
John P. Tavlarios (6) 5,607,000 13.2%
Other directors and executive officers as a group (7) * *
-----------------
* Less than 1%
(1) Includes 107,143 restricted shares granted to E. Nikolas Tavlarios and
109,167 restricted shares granted to certain of our employees.
(2) Leveret International Inc. is controlled by Mr. Melisanidis.
(3) By virtue of Mr. Melisanidis' control of Leveret.
(4) AMPNInvest LLC is controlled by Mr. Georgiopoulos and by Mr. Tavlarios.
(5) By virtue of Mr. Georgiopoulos' serving as a co-managing member of
AMPNInvest. The shares of our common stock attributable to Mr.
Georgiopoulos held by AMPNInvest represent 75% of the total number of
shares of our common stock held by AMPNInvest.
(6) By virtue of Mr. Tavlarios' serving as a co-managing member of AMPInvest.
The shares of our common stock attributable to Mr. Tavlarios held by
AMPNInvest represent 25% of the total number of shares of our common stock
held by AMPNInvest.
(7) Pursuant to the employment agreement that we entered into with E. Nikolas
Tavlarios to serve as our President, Mr. E. Nikolas Tavlarios received
107,143 restricted shares of our common stock.
Our principal shareholders will have the same voting rights as other holders of
our shares of common stock.
B. Related party transactions.
Aegean Oil S.A.
Marine Fuel Supply Service Agreement. On April 1, 2005, we entered into a new
marine fuel supply service agreement with Aegean Oil, a related company owned
and controlled by members of Mr. Melisanidis' family. Mr. Melisanidis may also
be deemed a control person of Aegean Oil for United States securities law
purposes, but Mr. Melisanidis disclaims such control. Aegean Oil is engaged in
the downstream gasoline market in Greece and is licensed as a trader and
physical supplier of marine petroleum products in Greece. Aegean Oil is managed
by a full-time executive team and has no common management with us. Under the
terms of this agreement, Aegean Oil sells and delivers marine petroleum products
to our customers within Greek territorial waters. We must purchase and Aegean
Oil must sell to us a minimum quantity of marine petroleum products but neither
party is required to transact for more than a maximum quantity. Aegean Oil sells
the marine petroleum products at an amount equal to its purchase costs from
select Greek refineries plus a margin that is reviewed and negotiated with us
annually. Payments are made within 30 calendar days from the date of receipt of
the invoices, with a penalty of 10% imposed on late payments. Under this
agreement, we are required to provide security by way of a standby letter of
credit or other mutually acceptable guarantee in relation to any outstanding
balance. This agreement terminates on March 31, 2015 unless any of the following
situations occur prior to the termination date: (i) Aegean Oil's petroleum
trading license terminates or is revoked by the Greek authorities, in which case
Aegean Oil may elect to terminate the agreement (ii) upon the breach by any
party in the performance of any of its obligations, as defined in the agreement,
in which case the non-breaching party may elect to terminate the agreement, or
(iii) upon the liquidation or bankruptcy of any party, in which case the
agreement terminates automatically. We have a unilateral right to terminate the
agreement by serving 12 months written notice upon our decision to cease supply
activities in the territory.
Prior to entering into the new marine fuel supply service agreement, we were a
party to a bunkering supply and representation agreement with Aegean Oil, which
we entered into on December 30, 1999, as amended on September 25, 2000. Pursuant
to the bunkering supply and representation agreement, Aegean Oil sold and
delivered marine petroleum products to our customers within Greek territorial
waters. Under the terms of the agreement, we paid Aegean Oil an amount equal to
its purchase costs of marine petroleum products from select Greek refineries
plus a margin which was reviewed and negotiated monthly. During the years ended
December 31, 2004, 2005 and 2006 we purchased marine petroleum products from
Aegean Oil in the amount of $49.3 million, $99.4 million and $155.0 million,
respectively.
License Agreement. On December 8, 2006, we have entered into a trademark license
agreement with Aegean Oil pursuant to which Aegean Oil granted us a
non-transferable, non-exclusive, perpetual (subject to termination for material
breach), world-wide, royalty-free right and license to use certain trademarks
related to the Aegean logo and "Aegean Marine Petroleum" in connection with
marine fuel supply services.
Aegean Shipping Management S.A. and certain vessel-owning companies
We conduct transactions with Aegean Shipping Management and certain
vessel-owning companies, or collectively Aegean Shipping, which are related
companies owned and controlled by members of Mr. Melisanidis' family. Mr.
Melisanidis may also be deemed a control person of Aegean Shipping for United
States securities law purposes, but Mr. Melisanidis disclaims such control.
Aegean Shipping is the owner and operator of an international shipping fleet
including Aframax and Panamax product tankers which are chartered out in the
international spot markets. Aegean Shipping is managed by a full-time executive
team and has no common management with us. Our material transactions with Aegean
Shipping are as follows:
Management of Vessels. Prior to January 1, 2004, Aegean Shipping provided us
with a wide range of shipping services such as technical support and
maintenance, insurance arrangement and handling, financial and accounting
services, in exchange for a management fee. Effective January 1, 2004, our
subsidiary, Aegean Bunkering Services Inc. assumed the role of fleet manager for
all of our bunkering tankers. However, Aegean Shipping remains the manager of
our Aframax tanker. We incurred management fees which for the years ended
December 31, 2004, 2005 and 2006 amounted to $0.2 million per year.
Charter of Vessels. We charter certain vessels from Aegean Shipping in order to
satisfy increased levels of demand for our services at a time when our own
vessels are operating at full capacity, or for special situations such as
service of U.S. naval vessels in Greece. Vessel hire charges paid to Aegean
Shipping for the years ended December 31, 2004 and 2005 amounted to $2.4 million
and $0.5 million, respectively. We did not incur any vessel hire charges for the
year ended December 31, 2006.
Sale of Marine Petroleum Products. Aegean Shipping purchases marine fuel and
lubricants from us. Our sales of marine petroleum products to Aegean Shipping
for the years ended December 31, 2004, 2005 and 2006 amounted to $7.7 million,
$8.2 million and $13.1 million, respectively.
Purchases and Sales of Secondhand Bunkering Tankers. On December 20, 2005, we
purchased a secondhand double hull bunkering tanker with a cargo-carrying
capacity of 11,538 dwt, the Aegean Pride I, from Aegean Shipping for the price
of $6.7 million which was paid in full. The price included Aegean Shipping's
initial purchase price of the vessel from an unrelated third party plus
additional costs incurred by Aegean Shipping to convert the vessel into a
bunkering tanker.
On January 17, 2006, the date of delivery of a newly-purchased secondhand double
hull bunkering tanker with a cargo-carrying capacity of 11,538 dwt, the Omega Af
Donso, we sold this vessel to Aegean Shipping for its purchase price of $6.2
million. On May 5, 2006, the date of delivery of a newly-purchased secondhand
double hull bunkering tanker with a cargo-carrying capacity of 14,329 dwt, the
Trapper, we sold this vessel to Aegean Shipping for its purchase price of $6.7
million. We did not recognize any gain or loss on the sale of these two
bunkering tankers to Aegean Shipping.
Golden Sun Marine Corp.
Prior to June 1, 2005, we conducted business with Golden Sun Marine Corp., or
Golden Sun, a related company owned in part and controlled by Mr. Melisanidis.
Golden Sun, acting as a trader, sold marine petroleum products to us, which for
the years ended December 31, 2004 and 2005 amounted to $7.2 million and $5.2
million, respectively. Effective June 1, 2005, we ceased purchasing marine
petroleum products from Golden Sun.
Leveret International Inc. and AMPNInvest LLC
Short Term Financing Agreements. We have entered into 14 short-term financing
agreements with Leveret dated July 25, 2006, March 23, 2006, March 13, 2006,
February 10, 2006, December 19, 2005, December 13, 2005, December 12, 2005,
November 28, 2005, November 25, 2005, October 10, 2005, October 7, 2005, July 1,
2005, June 10, 2005 and June 6, 2005 for $5.0 million, $4.7 million, $0.43
million, $0.67 million, $6.7 million, $0.8 million, $1.7 million, $0.26 million,
$4.1 million, $2.4 million, $0.6 million, $4.0 million, $0.8 million and $5.9
million, respectively. We entered into these agreements mainly to (i) partially
finance the construction costs of our new bunkering tankers and specialty
tankers, (ii) to finance the acquisition costs associated with certain
secondhand bunkering tankers, and (iii) to finance working capital requirements.
These loans are unsecured, bear no interest and are payable upon demand. On
December 18, 2006, the then-outstanding cumulative balance under these
facilities was fully repaid and the agreements were terminated.
Stock Purchase Agreements. On October 3, 2005, we entered into a stock purchase
agreement with Leveret for the acquisition from Leveret of 80 shares of our
common stock, constituting 8% of our then-issued and outstanding capital stock,
representing the beneficial interest of the siblings of Mr. Dimitris
Melisanidis, and enabling Leveret to repurchase 8% of Leveret's issued and
outstanding capital stock from Grady Properties Corp., a company owned by the
siblings of Mr. Melisanidis. We paid Leveret $35.0 million in consideration for
the 80 shares of our common stock.
Registration Rights Agreement. On December 13, 2006, we have entered into a
registration rights agreement with Leveret and AMPNInvest, our existing
shareholders, pursuant to which we granted Leveret and AMPNInvest, and certain
of its transferees, the right, under certain circumstances and subject to
certain restrictions, including restrictions included in the lock-up agreements,
to require us an aggregate of three times to register under the Securities Act
shares of our common stock held by Leveret and AMPNInvest. Under the
registration rights agreement, Leveret and AMPNInvest have the right to request
us an aggregate of three times to register the sale of shares held by each of
them on their behalf and may require us to make available shelf registration
statements permitting sales of shares into the market from time to time over an
extended period. In addition, Leveret and AMPNInvest have the ability to
exercise certain piggyback registration rights. All expenses relating to
registration will be borne by the Company. Currently, Leveret owns 22,428,000
shares and AMPNInvest owns 5,607,000 shares entitled to these registration
rights.
Other Related Parties
Sale of Marine Petroleum Products to General Maritime Corporation. General
Maritime Corporation, or General Maritime, a tanker company, purchases marine
fuel and lubricants from us. Mr. Georgiopoulos, our Chairman of the Board and a
co-managing member of our existing shareholder AMPNInvest, serves as Chairman of
the Board, President, Chief Executive Officer of General Maritime, Mr.
Tavlarios, our director and a co-managing member of AMPNInvest, is a member of
the board of directors of General Maritime and Mr. Hatab, our director, is a
member of the board of directors of General Maritime. Our sales of marine
petroleum products to General Maritime for the years ended December 31, 2004,
2005 and 2006 amounted to $0.7 million, $5.9 million and $1.7 million,
respectively.
Office Lease. We lease an office at 299 Park Avenue, New York, New York 10171,
from General Maritime. Our lease currently expires on December 31, 2007. We pay
an average monthly rental, which includes services that General Maritime
provides for us, of approximately $2,000.
Legal Services. We retain Mr. Spyridon Fokas's law firm to provide legal
services from time to time. The legal services rendered by Mr. Fokas's firm
include advice on general corporate formation matters as well as ship and
corporate financings.
C. Interests of experts and counsel.
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
See Item 18.
Dividend Distribution Policy
Our policy is to pay regular cash dividends on a quarterly basis on shares of
our common stock so long as we have sufficient capital or earnings to do so.
While we cannot assure you that we will do so, and subject to, among other
things, legal requirements, our ability to obtain financing on terms acceptable
to us and our ability to satisfy financial covenants contained in our financing
arrangements, we have declared our first dividend of $0.01 per share in March
2007 for the fourth quarter of 2006. We anticipate retaining most of our future
earnings, if any, for use in our operations and the expansion of our business.
Any further determination as to dividend policy will be made by our board of
directors and will depend on a number of factors, including the requirements of
Marshall Islands law, our future earnings, capital requirements, financial
condition and future prospects and such other factors as our board of directors
may deem relevant.
Marshall Islands law generally prohibits the payment of dividends other than
from surplus, when a company is insolvent or if the payment of the dividend
would render the company insolvent.
In addition, we may incur expenses or liabilities, including extraordinary
expenses, which could include costs of claims and related litigation expenses,
or be subject to other circumstances in the future that reduce or eliminate the
amount of cash that we have available for distribution as dividends or for which
our board of directors may determine requires the establishment of reserves. Our
board of directors may determine to finance our growth with cash from
operations, which would reduce or even eliminate the amount of cash available
for the payment of dividends.
Our ability to pay dividends is also subject to our ability to satisfy financial
covenants contained in our financing arrangements. Under our senior secured
credit facility we are prohibited from paying dividends if, among other things,
(i) an event of default has occurred or will occur as a result of the payment of
the dividend; (ii) our book net worth is less than $150.0 million; (iii) our
ratio of total liabilities to total assets exceeds 0.65-to-one; (iv) we fail to
maintain free liquidity of $25.0 million in an account at our lender's bank; or
(v) we fail to maintain additional free liquidity of $22.0 million in another
account at our lender's bank subject to reduction for the purchase of up to
three double hull tankers.
B. Significant Changes.
Not applicable.
ITEM 9. THE OFFER AND THE LISTING
A. Offer and Listing Details.
Shares of our common stock commenced trading on the New York Stock Exchange on
December 8, 2006 under the symbol "ANW".
The high and low market prices of shares of our common stock on the New York
Stock Exchange since December 8, 2006 are as follows:
For the Period Low High
December 8 to December 31, 2006 $14.53 $17.44
January 2007 $15.10 $17.89
February 2007 $13.70 $17.45
March 2007 $15.07 $17.70
April 2007 $14.97 $17.39
B. Plan of Distribution
Not applicable
C. Markets.
Shares of our common stock are trading on the New York Stock Exchange on under
the symbol "ANW".
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share capital.
Not applicable.
B. Memorandum and Articles of Association.
Our amended and restated articles of incorporation and bylaws have been filed as
exhibits 3.1 and 3.2, respectively, to the Registration Statement on Form F-1
(Registration No. 333-129768). Information regarding the rights, preferences and
restrictions attaching to each class of our common shares is described in
section "Description of Capital Stock" in our Registration Statement and is
incorporated by reference herein.
C. Material contracts.
As of December 31, 2006, we had debt obligations under our credit facilities. We
refer you to the discussion in the section of this report entitled "Operating
and Financial Review and Prospects--Liquidity and capital resources--Credit
Facilities" for a description of our credit facilities. Other than our credit
facilities, there were no material contracts, other than contracts entered into
in the ordinary course of business, to which the Company was a party during the
two year period immediately preceding the date of this report.
D. Exchange controls.
Under Marshall Islands, Greek law and the law of jurisdictions where our service
centers and marketing offices are located, there are currently no restrictions
on the export or import of capital, including foreign exchange controls or
restrictions that materially affect the remittance of dividends, interest or
other payments to non-resident holders of our common stock.
E. Taxation.
The following is a discussion of the material Greek, Marshall Islands, Liberian
and United States federal income tax consequences of beneficially owning our
common shares to a U.S. Holder or a Non-U.S. Holder, as each term is defined
below. This discussion does not purport to deal with the tax consequences of
owning common shares to all categories of investors, some of which, such as
dealers in securities, investors whose functional currency is not the United
States dollar and investors that own, actually or under applicable constructive
ownership rules, 10% or more of our common shares, may be subject to special
rules. This discussion deals only with holders who hold the common shares as a
capital asset. Moreover, this discussion is based upon laws, regulations and
other authorities in effect as of the date of this filing, all of which are
subject to change, possibly with retroactive effect. You are encouraged to
consult your own tax advisors concerning the overall tax consequences arising in
your own particular situation under United States federal, state, local or
foreign law of the ownership of common shares.
Greek Tax Considerations
AMP has established an office in Greece which provides services to AMP and AMP's
office in Cyprus. Under the laws of Greece, and in particular under Greek Law
3427/2005 which amended, replaced and supplemented provisions of Law 89/1967,
which expired on December 31, 2005, the income of AMP's Greek office is
calculated on a cost plus basis on expenses incurred by that office. The Greek
Ministry of Economy and Finance has determined that the profit margin applicable
to AMP is 5%. This determination is subject to periodic review. AMP's income, as
calculated by applying the 5% profit margin, is subject to Greek corporate
income tax at the rate of 29% for fiscal year 2006 and 25% for fiscal years
after 2006. All expenses to which the profit percentage applies are deducted
from gross income for Greek corporate income tax purposes. Accordingly, under
Greek Law 3427/2005, as currently applied to us, we expect that AMP will
continue to have no liability for any material amount of Greek income tax.
Marshall Islands Tax Considerations
In the opinion of Reeder & Simpson P.C., our Marshall Islands counsel, the
following are the material Marshall Islands tax consequences of our activities
to us and to our shareholders of ownership of our common shares. We are
incorporated in the Marshall Islands. Under current Marshall Islands law, we are
not subject to tax on income or capital gains, and no Marshall Islands
withholding tax or income tax will be imposed upon payments of dividends by us
to our shareholders or proceeds from the disposition of common shares, provided
such shareholders are not residents in the Marshall Islands. There is no tax
treaty between the United States and the Republic of the Marshall Islands.
Liberian Tax Considerations
The Republic of Liberia enacted a revised income tax act effective as of January
1, 2001, or the New Act. In contrast to the income tax law previously in effect
since 1977, or the Prior Law, which the New Act repealed in its entirety, the
New Act does not distinguish between the taxation of a non-resident Liberian
corporation, such as our Liberian subsidiary, AMP, which conducts no business in
Liberia and was wholly exempted from tax under the Prior Law, and the taxation
of ordinary resident Liberian corporations.
In 2004, the Liberian Ministry of Finance issued regulations pursuant to which a
non-resident domestic corporation, such as our Liberian subsidiary, AMP, will
not be subject to tax under the New Act retroactive to January 1, 2001, or the
New Regulations. In addition, the Liberian Ministry of Justice issued an opinion
that the New Regulations were a valid exercise of the regulatory authority of
the Ministry of Finance. Therefore, assuming that the New Regulations are valid,
our Liberian subsidiary, AMP, will be wholly exempt from Liberian income tax as
under the Prior Law.
United States Federal Income Tax Considerations
In the opinion of Seward & Kissel LLP, our United States counsel, the following
are the material United States federal income tax consequences to us of our
activities and to U.S. Holders and Non-U.S. Holders, as defined below, of
investing in our common shares. The following discussion of United States
federal income tax matters is based on the United States Internal Revenue Code
of 1986, or the Code, judicial decisions, administrative pronouncements, and
existing and proposed regulations issued by the United States Department of the
Treasury, all of which are subject to change, possibly with retroactive effect.
References in the following discussion to "we" and "us" are to Aegean Marine
Petroleum Network Inc. and its subsidiaries on a consolidated basis.
United States Federal Income Taxation of Our Company
A foreign corporation is subject to United States federal income tax on a net
basis only if it is engaged in a trade or business in the United States. A
foreign corporation which is engaged in a trade or business in the United States
will be subject to corporate income tax and branch profits tax at a combined
rate of up to 54.5% on its income which is effectively connected with its United
States trade or business, or Effectively Connected Income.
Income from the sale of inventory property outside the United States by a
foreign corporation will be treated as Effectively Connected Income if the
corporation has a fixed place of business in the United States to which such
income is attributable, unless (1) the property is sold for use, consumption or
disposition outside the United States, and (2) the taxpayer has a fixed place of
business in a foreign country which materially participates in the sale.
While we have a place of business in the United States, we believe that none of
our income would be treated as Effectively Connected Income under the rules
discussed above. Specifically, we anticipate that (1) all of our sales of
petroleum products will occur outside the United States; (2) such products will
be sold for use, consumption or disposition outside the United States, and (3)
one of our foreign offices will materially participate in such sales. Therefore,
we anticipate that none of our income will be subject to United States federal
income tax on a net basis.
If any portion of our income is treated as Effectively Connected, then such
income will be subject to corporate income tax and branch profits tax at a
combined rate of 54.5%.
United States Federal Income Taxation of U.S. Holders
As used herein, the term "U.S. Holder" means a beneficial owner of common shares
that is a United States citizen or resident, United States partnership or other
United States entity treated as a partnership, United States corporation or
other United States entity taxable as a corporation, an estate the income of
which is subject to United States federal income taxation regardless of its
source, or a trust if a court within the United States is able to exercise
primary jurisdiction over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust.
If a partnership holds our common shares, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partner in a partnership holding our common shares,
you are encouraged to consult your tax advisor.
Distributions
Subject to the discussion under the heading "Passive Foreign Investment
Company," any distributions made by us with respect to our common shares to a
U.S. Holder will generally constitute dividends, which may be taxable as
ordinary income or "qualified dividend income" as described in more detail
below, to the extent of our current or accumulated earnings and profits, as
determined under United States federal income tax principles. Distributions in
excess of our earnings and profits will be treated first as a nontaxable return
of capital to the extent of the U.S. Holder's tax basis in our common shares on
a dollar for dollar basis and thereafter as capital gain. Because we are not a
United States corporation, U.S. Holders that are corporations will not be
entitled to claim a dividends received deduction with respect to any
distributions they receive from us. Dividends paid with respect to our common
shares will generally be treated as "passive income" (or "passive category
income" for taxable years beginning after December 31, 2006) or, in the case of
certain types of U.S. Holders, "financial services income" (which will be
treated as "general category income" for taxable years beginning after December
31, 2006), for purposes of computing allowable foreign tax credits for United
States foreign tax credit purposes.
Dividends paid on our common shares to a U.S. Holder who is an individual, trust
or estate, or a U.S. Individual Holder, will generally be treated as "qualified
dividend income" that is taxable to such U.S. Individual Holders at preferential
tax rates (through 2010) provided that (1) the common shares are readily
tradable on an established securities market in the United States (such as the
New York Stock Exchange on which our common shares are traded); (2) we are not a
passive foreign investment company for the taxable year during which the
dividend is paid or the immediately preceding taxable year (which we do not
believe we are, have been or will be); (3) the U.S. Individual Holder has owned
the common shares for more than 60 days in the 121-day period beginning 60 days
before the date on which the common shares become ex-dividend; and (4) the U.S.
Individual Holder is not under an obligation to make related payments with
respect to positions in substantially similar or related property. There is no
assurance that any dividends paid on our common shares will be eligible for
these preferential rates in the hands of a U.S. Individual Holder. Any dividends
paid by us that are not eligible for these preferential rates (including
dividends paid to U.S. Holders other than U.S. Individual Holders) will be taxed
as ordinary income. Legislation has recently been introduced in the U.S. House
of Representatives which, if enacted in its present form, would preclude
dividends received on our common shares after the date of enactment from
qualifying for such preferential rates.
Special rules may apply to any "extraordinary dividend," generally a dividend in
an amount which is equal to or in excess of ten percent of a shareholder's
adjusted basis (or fair market value in certain circumstances) in a common
share. If we pay an "extraordinary dividend" on our common shares that is
treated as "qualified dividend income," then any loss derived by a U.S.
Individual Holder from the sale or exchange of such common shares will be
treated as long-term capital loss to the extent of such dividend.
Sale, Exchange or Other Disposition of Common Shares
A U.S. Holder generally will recognize taxable gain or loss upon a sale,
exchange or other disposition of our common shares in an amount equal to the
difference between the amount realized by the U.S. Holder from such sale,
exchange or other disposition and the U.S. Holder's tax basis in such stock.
Subject to the discussion under the heading "Passive Foreign Investment
Company," such gain or loss will be treated as long-term capital gain or loss if
the U.S. Holder's holding period is greater than one year at the time of the
sale, exchange or other disposition. Such capital gain or loss will generally be
treated as U.S.-source income or loss, as applicable, for U.S. foreign tax
credit purposes. A U.S. Holder's ability to deduct capital losses is subject to
certain limitations.
Passive Foreign Investment Company
A foreign corporation will be treated as a "passive foreign investment company,"
or a PFIC, for U.S. federal income tax purposes, if 75% or more of its gross
income consists of certain types of passive income or 50% or more of its assets
produce or are held for the production of passive income. If a corporation owns
at least 25% by value of the shares of another corporation, it is treated for
purposes of these tests as owning a proportionate share of the assets of the
other corporation and as receiving directly a proportionate share of the other
corporation's income. Passive income for this purpose generally includes
dividends, interest, royalties, rents and gains from commodities and securities
transactions. We presently believe that we are not a PFIC and do not anticipate
becoming a PFIC. This is, however, a factual determination made on an annual
basis based on our income, assets and market capitalization, among other
factors, and is subject to change. If we are classified as a PFIC, a U.S. Holder
of our common shares could be subject to increased tax liability upon the sale
or other disposition of our common shares or upon the receipt of amounts treated
as "excess distributions." Under these rules, the excess distribution and any
gain upon a sale would be allocated ratably over the U.S. Holder's holding
period for the common shares, and the amount allocated to the current taxable
year and any taxable year prior to the first taxable year in which we were a
PFIC would be taxed as ordinary income in the current taxable year. The amounts
allocated to each of the other taxable years would be subject to tax at the
highest marginal rate on ordinary income in effect for the applicable class of
taxpayer for that year, and an interest charge for the deemed tax deferral
benefit would be imposed on the resulting tax liability as if such tax liability
had been due with respect to each such other taxable year. The tax liability
with respect to the amount allocated to years prior to the year of the
disposition or distribution cannot be offset by any net operating losses. In
addition, holders of shares in a PFIC may not receive a "step-up" in basis on
shares acquired from a decedent.
The above results may be avoided if a "mark-to-market" election or "qualified
electing fund" election is available and a U.S. Holder validly makes such an
election. If we were a PFIC and were to provide the necessary information to our
U.S. Holders, U.S. Holders could make a "qualified electing fund" election under
which, generally, in lieu of the treatment described in the preceding paragraph,
they would include their proportionate share of our earnings in their gross
income on a current basis. If a "mark-to-market" election is made, such U.S.
Holder generally will be required to take into account the difference, if any,
between the fair market value of our shares and its adjusted tax basis in such
shares at the end of each taxable year as ordinary income or ordinary loss (to
the extent of any net mark-to-market gain previously included in income). In
addition, any gain from a sale or other disposition of shares will be treated as
ordinary income, and any loss will be treated as ordinary loss (to the extent of
any net mark-to-market gain previously included in income. We will notify U.S.
Holders in the event we conclude that we will be treated as a PFIC for any
taxable year. U.S. Holders are urged to consult their tax advisors regarding the
application of the PFIC rules, including eligibility for and the manner and
advisability of making certain elections with respect to our PFIC status.
United States Federal Income Taxation of "Non-U.S. Holders"
A beneficial owner of common shares that is not a U.S. Holder is referred to
herein as a "Non-U.S. Holder."
Dividends on Common shares
Non-U.S. Holders generally will not be subject to United States federal income
tax or withholding tax on dividends received from us with respect to our common
shares, unless such dividend is effectively connected with the Non-U.S. Holder's
conduct of a trade or business in the United States. If the Non-U.S. Holder is
entitled to the benefits of a United States income tax treaty with respect to
those dividends, that income is taxable only if it is attributable to a
permanent establishment maintained by the Non-U.S. Holder in the United States
or, in the case of an individual, such income is attributable to a fixed place
of business in the United States.
Sale, Exchange or Other Disposition of Common Shares
Non-U.S. Holders generally will not be subject to United States federal income
tax or withholding tax on any gain realized upon the sale, exchange or other
disposition of our common shares, unless:
o 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 and other
conditions are met; or
o the gain is effectively connected with the Non-U.S. Holder's conduct of a
trade or business in the United States. If the Non-U.S. Holder is entitled
to the benefits of an income tax treaty with respect to that gain, that
gain is taxable only if it is attributable to a permanent establishment
maintained by the Non-U.S. Holder in the United States.
If the Non-U.S. Holder is engaged in a United States trade or business for
United States federal income tax purposes, the income from the common shares,
including dividends and the gain from the sale, exchange or other disposition of
the common shares that is effectively connected with the conduct of that trade
or business will generally be subject to regular United States federal income
tax in the same manner as discussed in the previous section relating to the
taxation of U.S. Holders. In addition, earnings and profits of a corporate
Non-U.S. Holder that are attributable to the effectively connected income, which
are subject to certain adjustments, may be subject to an additional branch
profits tax at a rate of 30%, or at a lower rate as may be specified by an
applicable income tax treaty.
F. Dividends and paying agents.
Not applicable.
G. Statement by experts.
Not applicable.
H. Documents on display.
We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended. In accordance with these requirements we file reports and
other information with the SEC. These materials, including this annual report
and the accompanying exhibits, may be inspected and copied at the public
reference facilities maintained by the Commission at 100 F Street, N.E., Room
1580, Washington, D.C. 20549. You may obtain information on the operation of the
public reference room by calling 1 (800) SEC-0330, and you may obtain copies at
prescribed rates from the Public Reference Section of the Commission at its
principal office in Washington, D.C. 20549. The SEC maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements and
other information that we and other registrants have filed electronically with
the SEC. Our filings are also available on our website at www.ampni.com.
Shareholders may also request a copy of our filings at no cost, by writing or
telephoning us at the following address:
Aegean Marine Petroleum Network Inc.
42 Hatzikyriakou Avenue
Piraeus 185 38 Athens
Greece
Telephone: 011 30 210 458-6200
I. Subsidiary Information
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Price Risk
Our price risk has been minimal because we have generally purchased inventory
for which we have already had a binding sales contract in place. We generally do
not fix future prices for delivery of fuel in excess of one week and our
suppliers generally use average PLATTS pricing in their calculation of cost
prices to us. Accordingly, our exposure to price risk has covered a period of
only a few days. During 2006, we have leased a shoreside storage facility in
Gibraltar and we currently import and store cargos of marine fuel prior to
resale to customers. Accordingly, Gibraltar was the only location where we
purchased fuel before entering into a binding sales contract with a customer. We
believe that our exposure to price risk in Gibraltar covers a period of one to
two weeks. In view of our minimal price risk, we have not entered into
derivative contracts, swaps or futures to mitigate the risk of market price
fluctuations in marine fuel. Our policy is to not use fuel related derivative
financial instruments for speculative purposes.
In the future, we may enter into long-term fixed price sales commitments, which
fix the prices of future fuel sales. Furthermore, we may use cargo storage in
our other service centers, or we might import larger cargos of fuel for storage,
which would increase our oil price risk. Furthermore, in the future, we might
execute cargo trading transactions to arbitrage the price of marine fuel, which
method would increase our oil price risk. Finally, we may enter into derivative
contracts in the forms of swaps or futures in order to mitigate the risk of
market price fluctuations in marine fuel.
Interest Rate Risk
Historically, we have been subject to market risks relating to changes in
interest rates because we have had considerable amounts of floating rate
long-term debt and short-term borrowings outstanding. During the year ended
December 31, 2006, we paid interest on this debt based on LIBOR plus an average
spread of 1.34% on our bank loans. A one percent increase in LIBOR would have
increased our interest expense for the year ended December 31, 2006 from $4.3
million to $5.4 million. We have considerable exposure to interest rate changes
because we expect to have long-term bank debt outstanding in order to partially
finance the construction of our bunkering and specialty tankers as well as
short-term borrowings outstanding in the form of a line of credit under our new
senior secured credit facility for working capital purposes which will be used
to cover any periodic working capital requirements. We expect to repay these
borrowings on a periodic basis using cash flows from operations.
At any time and from time to time, we may enter into derivative contracts,
including interest rate swaps, to hedge a portion of our exposure to variability
in our floating rate long-term debt.
Exchange Rate Risk
We have conducted the vast majority of our business transactions in U.S.
dollars. We have purchased marine petroleum products in the international oil
and gas markets and our vessels have operated in international shipping markets;
both these international markets transact business primarily in U.S. dollars.
Accordingly, our total revenues have been fully denominated in U.S. dollars and
our cost of marine petroleum products, which, for the year ended December 31,
2006, comprised approximately 94% of our total operating expenses have been
denominated in U.S. dollars. Our balance sheet is mainly comprised of
dollar-denominated assets including trade receivables, inventories and the cost
of vessels, and liabilities including trade payables, short-term borrowings and
long-term loans. Our foreign exchange losses in recent periods have mainly
arisen from the translation of assets and liabilities of our service centers
that are denominated in local currency. Accordingly, the impact of foreign
exchange fluctuations on our combined and consolidated statements of operations
has been minimal.
In 2005, we signed two newbuilding contracts for the construction of two
specialty tankers. These contracts are denominated in Euros. Apart from these
Euro-denominated contracts, we do not expect the impact of foreign exchange
fluctuations on our combined and consolidated statements of operations to
materially differ from recent periods. Should we enter certain markets where
payments and receipts are denominated in local currency or should either the
international oil and gas markets or the international shipping markets change
their base currency from the U.S. dollar to another international currency such
as the Euro, the impact on our dollar-denominated combined and consolidated
statements of operations may be significant.
Due to the minimal historic impact of foreign exchange fluctuations on us, it is
our policy to not enter into hedging arrangements in respect of our foreign
currency exposures.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
Part II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
(a) Disclosure of controls and procedures.
We evaluated the effectiveness of the Company's disclosure controls and
procedures as of December 31, 2006. Based on that evaluation, the President and
the Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective to provide reasonable assurance that the information
required to be disclosed by the Company in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms. The
Company believes that a system of controls, no matter how well designed and
operated, cannot provide assurance that the objectives of the controls are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected.
This annual report does not include a report of management's assessment
regarding internal control over financial reporting or an attestation report of
the company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.
(c) Attestation report of the registered public accounting firm.
Not applicable.
(d) Changes in internal control over financial reporting.
Not applicable.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
In accordance with the rules of the New York Stock Exchange, the exchange on
which our common stock is listed, the Company has appointed an audit committee
whose members as of December 31, 2006 are Messrs. Hatab, Rasterhoff and
Papanicolaou. Mr. Hatab has been determined to be a financial expert by our
board of directors.
ITEM 16B. CODE OF ETHICS
The Company has adopted a code of ethics that applies to its principal executive
officer, principal financial officer, principal accounting officer and persons
performing similar functions. A copy of our code of ethics has been filed as an
exhibit to this report and is also available on our website at www.ampni.com. We
will also provide a hard copy of our code of ethics free of charge upon written
request of a shareholder.
Shareholders may also request a copy of our code of ethics at no cost, by
writing or telephoning us at the following address:
Aegean Marine Petroleum Network Inc.
42 Hatzikyriakou Avenue
Piraeus 185 38 Athens
Greece
Telephone: 011 30 210 458-6200
ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES
Our principal accountants for the years ended December 31, 2005 and 2006 were
Deloitte Hadjipavlou Sofianos & Cambanis S.A. The aggregate audit fees billed to
us for the years ended December 31, 2005 and 2006 were $0.4 million and $0.3
million, respectively. There were no audit-related, tax or other fees billed to
us during 2005 and 2006.
ITEM 16D. EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES
None.
Part III
ITEM 17. FINANCIAL STATEMENTS
See Item 18.
ITEM 18. FINANCIAL STATEMENTS
The following financial statements, together with the report of Deloitte
Hadjipavlou Sofianos & Cambanis S.A. thereon, are set forth on pages F-1 through
F-31 and are filed as a part of this report.
ITEM 19. EXHIBITS
Exhibit Number Description
--------------------------------------------------------------------------------
1.1 Amended and Restated Articles of Incorporation of Aegean Marine
Petroleum Network Inc.*
1.2 Amended and Restated Bylaws of Aegean Marine Petroleum Network Inc.*
2.1 Form of common share certificate of Aegean Marine Petroleum Network
Inc.*
4.1 Form of Registration Rights Agreement*
4.2 Form of 2006 Stock Incentive Plan*
4.3 Form of shipbuilding contract for construction of one 3,500 dwt
product oil tanker with Fujian Southeast Shipyard, as amended*
4.4 Form of contract for design, building supervision, representation,
procurement of machines and supplies, and turn-key delivery of a 3,500
dwt product tanker with IOTA Corporation*
4.5 Option Agreement, dated March 31, 2005, by and between Aegean
Bunkering Services Inc. and Fujian Southeast Shipyard, as amended*
4.6 Form of shipbuilding contract for the design, construction, sale and
purchase of a 2,400 dwt double hull product oil tanker with ro-ro
facility with Severnav S.A.*
4.7 Option Agreement, dated June 3, 2005, by and between Aegean Bunkering
Services Inc. and Severnav S.A.*
4.8 Marine Fuel Supply Service Agreement, dated April 1, 2005, by and
between Aegean Marine Petroleum S.A. and Aegean Oil S.A.*
4.9 Form of License Agreement by and between Aegean Oil S.A. and Aegean
Marine Petroleum Network Inc.*
4.10 Amendment Agreement, dated September 19, 2006, by and between Aegean
Marine Petroleum S.A., as Borrower, and The Royal Bank of Scotland
plc, as Lender*
4.11 Short Term Financing Agreement, dated June 6, 2005, by and among
Leveret International Inc., as Lender, and certain borrowers listed
therein, as amended*
4.12 Short Term Financing Agreement, dated June 10, 2005, by and among
Leveret International Inc., as Lender, and Aegean Investments S.A., as
Borrower, as amended*
4.13 Short Term Financing Agreement, dated July 1, 2005, by and among
Leveret International Inc., as Lender, and Aegean Marine Petroleum
S.A., as Borrower*
4.14 Loan Agreement, dated August 30, 2005, by and among Aegean Baltic Bank
S.A. and HSH Nordbank AG, as Lenders, and Kithnos Maritime, Inc.,
Naxos Maritime Inc., Paros Maritime Inc. and Serifos Maritime Inc., as
Borrowers*
4.15 Credit Facility dated October 3, 2005 by and between Royal Bank of
Scotland plc, as Lender, and Aegean Marine Petroleum Network Inc., as
Borrower*
4.16 Short Term Financing Agreement, dated October 7, 2005, by and among
Leveret International Inc., as Lender, and Baltic Navigation Company,
as Borrower*
4.17 Short Term Financing Agreement, dated October 10, 2005, by and among
Leveret International Inc., as Lender, and Milos Maritime Inc. and
Serifos Maritime Inc., as Borrowers*
4.18 Form of shipbuilding contract for construction of one 5,500 dwt
product oil tanker with Qingdao Hyundai Shipbuilding Co. Ltd., as
amended*
4.19 Form of contract for design, building supervision, representation,
procurement of machines and supplies, and turn-key delivery of a 5,500
dwt product tanker with IOTA Corporation*
4.20 Option Agreement, dated January 13, 2006, by and between Aegean
Bunkering Services Inc. and Qingdao Hyundai Shipbuilding Co. Ltd., as
amended*
4.21 Short Term Financing Agreement, dated December 25, 2005, by and among
Leveret International Inc., as Lender, and certain borrowers listed
therein, as amended*
4.22 Short Term Financing Agreement, dated December 12, 2005, by and among
Leveret International Inc., as Lender, and certain borrowers listed
therein, as amended*
4.23 Short Term Financing Agreement, dated December 13, 2005, by and
between Leveret International Inc., as Lender, and Mare Vision S.A.,
as Borrower*
4.24 Short Term Financing Agreement, dated December 19, 2005, by and
between Leveret International Inc., as Lender, and Carnaby Navigation
Inc., as Borrower*
4.25 Short Term Financing Agreement, dated February 10, 2006, by and among
Leveret International Inc., as Lender, and Baltic Navigation Company,
as Borrower*
4.26 Short Term Financing Agreement, dated March 23, 2006, by and between
Leveret International Inc., as Lender, and Aegean Bunkering Services
Inc., as Borrower *
4.27 Short Term Financing Agreement, dated July 25, 2006, by and between
Leveret International Inc., as Lender, and Aegean Marine Petroleum
S.A., as Borrower*
4.28 Financial Agreement, dated October 26, 2005, by and among Aegean
Baltic Bank S.A. and HSH Nordbank AG, as Lenders, and Dynamic Corp.
and Sea Global S.A., as Borrowers*
4.29 Loan Agreement, dated February 10, 2006, by and among The Royal Bank
of Scotland plc, as Lender, and Amorgos Maritime Inc., Kimolos
Maritime Inc., Milos Maritime Inc., Mykonos Maritime Inc. and Syros
Maritime Inc., as Borrowers*
4.30 Framework Agreement, dated July 19, 2006, by and between Leveret
International Inc. and AMPNInvest LLC, as amended*
4.31 Form of shipbuilding contract for construction of one 5,500 dwt
product oil tanker with Qingdao Hyundai Shipbuilding Co. Ltd.*
4.32 Loan Agreement, dated October 27, 2006, by and among National Bank of
Greece S.A., as Lender, and Tasman Seaways Inc. and Santon Limited, as
Borrowers*
4.33 Loan Agreement, dated October 25, 2006, by and among Aegean Baltic
Bank S.A. and HSH Nordbank AG, as Lenders, and Eton Marine Ltd.,
Benmore Services S.A. and Ingram Enterprises Co., as Borrowers*
4.34 Loan Agreement, dated October 30, 2006, by and among Aegean Baltic
Bank S.A. and HSH Nordbank AG, as Lenders, and Kerkyra Marine S.A.,
Ithaki Marine S.A., Cephallonia Marine S.A., Paxoi Marine S.A.,
Zakynthos Marine S.A., Lefkas Marine S.A. and Kythira Marine S.A., as
Borrowers*
4.35 Underwriting Agreement*
8.1 List of Subsidiaries
11.1 Code of Ethics
12.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
12.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
13.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350
13.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350
-------------
* Filed as an exhibit to the Company's Registration Statement on Form F-1,
Registration No. 333-129768 and incorporated by reference herein.
AEGEAN MARINE PETROLEUM NETWORK INC.
INDEX TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
Page
-----
Report of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheets as of December 31, 2005 and 2006 F-3
Combined and Consolidated Statements of Operations
for the years ended December 31, 2004, 2005 and 2006 F-4
Combined and Consolidated Statements of Stockholders' Equity
for the years ended December 31, 2004, 2005 and 2006 F-5
Combined and Consolidated Statements of Cash Flows
for the years ended December 31, 2004, 2005 and 2006 F-6
Notes to Combined and Consolidated Financial Statements F-7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
AEGEAN MARINE PETROLEUM NETWORK INC.
We have audited the accompanying consolidated balance sheets of AEGEAN MARINE
PETROLEUM NETWORK INC. and subsidiaries (the "Company"), as of December 31, 2005
and 2006 and the related combined and consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2006. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on the
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of AEGEAN MARINE PETROLEUM NETWORK INC. and
subsidiaries at December 31, 2005 and 2006 and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2006, in conformity with accounting principles generally accepted in the
United States of America.
/s/ Deloitte
Deloitte Hadjipavlou Sofianos & Cambanis S.A.
Athens, Greece
April 16, 2007
AEGEAN MARINE PETROLEUM NETWORK INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2005 AND 2006
(Expressed in thousands of U.S. dollars - except for share and per share data)
December 31,
------------------------------
2005 2006
---------------- -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 7,602 $82,425
Trade receivables, net of allowance for doubtful
accounts of $694 and $1,106, as of December 31, 2005
and 2006, respectively
66,230 66,803
Due from related companies (Note 3) 6,815 469
Inventories (Note 4) 6,384 30,634
Prepayments and other current assets (Note 9) 825 2,661
Restricted cash (Note 2) 750 750
----------- ---------
Total current assets 88,606 183,742
----------- ---------
FIXED ASSETS:
Advances for vessels under construction and acquisitions (Note 5) 12,803 46,779
----------- ---------
Vessels, cost (Notes 6, 11 and 18) 47,528 70,943
Vessels, accumulated depreciation (Notes 6, 11 and 18) (5,514) (9,662)
----------- ---------
Vessels' net book value 42,014 61,281
----------- ---------
Other fixed assets, net (Notes 7 and 18) 1,215 1,206
----------- ---------
Total fixed assets 56,032 109,266
----------- ---------
OTHER NON-CURRENT ASSETS:
Restricted cash (Notes 2 and 11) 14,620 12,336
Deferred charges, net (Note 8) 1,217 10,519
Other non-current assets 884 14
----------- ---------
Total assets $ 161,359 $315,877
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings (Note 10) $ 42,993 -
Short-term borrowings - related company (Notes 3 and 10) 23,595 -
Current portion of long-term debt (Note 11) 3,987 833
Trade payables to third parties 35,802 42,872
Trade payables to related companies (Note 3) 13,376 19,203
Other payables to related companies 107 125
Accrued and other current liabilities (Note 11) 1,203 4,986
----------- ---------
Total current liabilities 121,063 68,019
----------- ---------
LONG-TERM DEBT, net of current portion (Note 11) 30,661 32,663
----------- ---------
OTHER NON-CURRENT LIABILITIES 108 196
----------- ---------
COMMITMENTS AND CONTINGENCIES (Note 12) - -
----------- ---------
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 at December 31,
2005 and 2006; 28,035,000 and 42,410,000 shares, issued and outstanding at
December 31, 2005 and 2006, respectively (Note 17) 280 424
Additional paid-in capital (Note 17) - 185,103
Retained earnings 9,247 29,472
----------- ---------
Total stockholders' equity 9,527 214,999
----------- ---------
Total liabilities and stockholders' equity $ 161,359 $315,877
=========== =========
The accompanying notes are an integral part of these combined and consolidated
financial statements
AEGEAN MARINE PETROLEUM NETWORK INC.
COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Expressed in thousands of U.S. dollars - except for share and per share data)
For the Year Ended December 31,
--------------------------------------------------
2004 2005 2006
----------- --------------- ---------------
REVENUES:
Sales of marine petroleum products - third parties (Note 20) $ 239,791 $ 497,443 $ 775,816
Sales of marine petroleum products - related companies (Notes 3 and 20) 7,645 8,162 14,841
Voyage revenues 14,983 10,450 11,639
Other revenues 593 1,275 1,516
----------- ----------- ------------
Total revenues 263,012 517,330 803,812
----------- ----------- ------------
OPERATING EXPENSES:
Cost of marine petroleum products sold - third parties 165,991 360,223 573,615
Cost of marine petroleum products sold - related companies (Note 3) 56,448 104,578 155,022
Salaries, wages and related costs 5,052 8,958 12,871
Vessel hire charges (Note 3) 2,436 518 -
Depreciation (Notes 6 and 7) 1,546 2,226 4,240
Amortization of drydocking costs (Note 8) 386 636 1,684
Management fees (Note 3) 183 182 223
Other operating expenses (Note 13) 12,348 16,629 25,697
----------- ----------- ------------
Total operating expenses 244,390 493,950 773,352
----------- ----------- ------------
Operating income 18,622 23,380 30,460
----------- ----------- ------------
OTHER INCOME/(EXPENSE):
Write-off of deferred IPO costs (Note 15) - - (1,588)
Interest and finance costs (Notes 10, 11 and 14) (944) (2,347) (5,207)
Interest income 13 70 976
Foreign exchange gains (losses), net (68) 396 (414)
----------- ----------- ------------
(999) (1,881) (6,233)
----------- ----------- ------------
Income before income taxes 17,623 21,499 24,227
Income taxes (Note 19) (6) (24) (2)
----------- ----------- ------------
Net income $17,617 $21,475 $24,225
=========== =========== ============
Basic earnings per common share $ 0.58 $ 0.72 $0.84
=========== =========== ============
Diluted earnings per common share $ 0.58 $ 0.72 $0.84
=========== =========== ============
Weighted average number of shares, basic 30,472,827 29,878,398 28,954,521
=========== =========== ============
Weighted average number of shares, diluted 30,472,827 29,878,398 28,954,622
=========== =========== ============
The accompanying notes are an integral part of these combined and consolidated
financial statements
AEGEAN MARINE PETROLEUM NETWORK INC.
COMBINED AND CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Expressed in thousands of U.S. dollars - except for share and per share data)
Common Stock Additional Retained
of Shares Par Value Paid-in Capital Earnings Total
--------- --------- --------------- -------- -----
BALANCE, December 31, 2003 30,472,827 $305 $4,756 $529 $5,590
- Net income - - - 17,617 17,617
- Contribution to additional paid-in capital - - 9,698 - 9,698
- Dividends declared and paid ($0.28 per share) - - - (8,444) (8,444)
------------ ------ ------------- ----------- -----------
BALANCE, December 31, 2004 30,472,827 $305 $14,454 $9,702 $24,461
============ ====== ============= =========== ===========
- Net income - - - 21,475 21,475
- Contribution to additional paid-in capital - - 100 - 100
- Dividends declared and paid ($0.05 per share) - - - (1,509) (1,509)
- Repurchase and cancellation of shares (Note 17) (2,437,827) (25) (14,554) (20,421) (35,000)
------------ ------ ------------ ----------- -----------
BALANCE, December 31, 2005 28,035,000 $280 - $9,247 $9,527
============ ====== =========== =========== ===========
- Net income - - - 24,225 24,225
- Dividends declared and paid ($0.14 per share) - - - (4,000) (4,000)
- Issuance of common stock (par value $0.01, at $14.00) 14,375,000 144 185,065 - 185,209
- Restricted stock amortization (Note 16) - - 38 - 38
------------ ------ ----------- ----------- -----------
BALANCE, December 31, 2006 42,410,000 $ 424 $185,103 $29,472 $214,999
============ ====== ========== =========== ===========
The accompanying notes are an integral part of these combined and consolidated
financial statements
AEGEAN MARINE PETROLEUM NETWORK INC.
COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
(Expressed in thousands of U.S. dollars)
For the Year Ended December 31,
----------------------------------------------
2004 2005 2006
------------- ------------ -------------
Cash flows from operating activities:
Net income $ 17,617 21,475 $ 24,225
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 1,546 2,226 4,240
Provision for doubtful accounts (100) 129 412
Restricted stock amortization - - 38
Amortization of deferred charges 519 654 1,855
Other non-cash charges 406 14 88
(Increase) decrease in:
Trade receivables (6,686) (42,088) (985)
Due from related companies (1,351) 409 6,346
Insurance claims (900) 900 -
Inventories (353) (4,509) (24,250)
Prepayments and other current assets (380) 185 (1,836)
Increase (decrease) in:
Trade payables 7,374 22,166 12,897
Other payables to related companies 5 56 18
Accrued and other current liabilities (33) 882 3,783
Decrease (increase) in other non-current assets (10) (870) 870
Payments for drydocking (321) (154) (10,637)
--------- -------- ----------
Net cash provided by operating activities 17,333 1,475 17,064
--------- -------- ----------
Cash flows from investing activities:
Advances for vessels under construction - (11,228) (35,396)
Advances for acquired vessels (not yet delivered) - (1,420) -
Vessel acquisitions (28,998) (6,755) (34,895)
Sale of vessels to related companies (Note 3) - - 12,900
Purchase of other fixed assets - (1,072) (83)
Decrease (increase) in restricted cash (362) (14,498) 2,284
--------- -------- ----------
Net cash used in investing activities (29,360) (34,973) (55,190)
--------- -------- ----------
Cash flows from financing activities:
Proceeds from long-term debt 19,700 15,539 41,714
Repayment of long-term debt (2,627) (3,587) (42,866)
Net change in short-term borrowings (4,280) 39,000 (42,993)
Net change in short-term related company borrowings - 23,595 (23,595)
Financing costs paid (212) (218) (520)
IPO proceeds, net of issuance costs - - 185,209
Cash contributions to additional paid-in capital 9,298 - -
Share repurchase (Note 17) - 35,000) -
Dividends paid (8,444) (1,509) (4,000)
--------- -------- ----------
Net cash provided by financing activities 13,435 37,820 112,949
--------- -------- ----------
Net increase in cash and cash equivalents 1,408 4,322 74,823
Cash and cash equivalents at beginning of year 1,872 3,280 7,602
--------- -------- ----------
Cash and cash equivalents at end of year $ 3,280 $ 7,602 $ 82,425
========= ======== ==========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for interest (excluding capitalized interest): $575 $ 1,636 $ 5,777
========= ======== ==========
Cash paid during the year for income taxes: $ 6 $ 8 $ 18
========= ======== ==========
Restricted stock granted to employees (Note 16): - - $ 1,688
========= ======== ==========
Non-cash financing activities with related parties (Note 17): $400 $ 100 -
========= ======== ==========
The accompanying notes are an integral part of these combined and consolidated
financial statements
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(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 combined and consolidated financial statements include the
accounts of Aegean Marine Petroleum Network Inc. (hereinafter referred to
as "Aegean") and its subsidiaries (Aegean and its subsidiaries are
hereinafter collectively referred to as the "Company"). The Company is an
independent physical supplier and marketer of refined marine fuel and
lubricants to ships in port and at sea.
Aegean was formed on June 6, 2005, under the laws of the Republic of the
Marshall Islands, for the purpose of acquiring all outstanding common
shares of companies owned, directly and indirectly, by Leveret
International Inc. ("Leveret"), which is a personal holding company owned
and controlled by Aegean's founder, majority shareholder, and Head of
Corporate Development, Mr. Dimitris Melisanidis. The transaction described
above constitutes a reorganization of companies under common control, and
has been accounted for in a manner similar to a pooling of interests.
Accordingly, the combined and consolidated financial statements of the
Company have been presented giving retroactive effect to the transaction
described above, using combined and consolidated historical carrying costs
of the assets and liabilities.
On July 19, 2006, a privately negotiated transaction was concluded whereby
Leveret sold 20% of its holdings in Aegean's common stock to AMPNInvest
LLC, which is a company co-controlled by Aegean's Chairman of the Board,
Mr. Peter C. Georgiopoulos. In December 2006, Aegean completed its initial
public offering of 14,375,000 common shares on the New York Stock Exchange
("2006 IPO") under the United States Securities Act of 1933, as amended.
The material subsidiaries of the Company are:
(a) Aegean Marine Petroleum S.A. ("AMP"), incorporated in the Republic of
Liberia on January 4, 1995, is engaged in the commercial purchase and
sale of marine petroleum products and is the principal operating
entity of the Company.
(b) Aegean Marine Petroleum LLC (the "UAE Service Center"), Aegean
Bunkering Gibraltar Ltd. (the "Gibraltar Service Center"), Aegean
Bunkering Jamaica Ltd. (the "Jamaica Service Center") and Aegean
Bunkering (Singapore) Pte. Ltd. (the "Singapore Service Center") were
incorporated in the United Arab Emirates on July 26, 2000; in
Gibraltar on August 7, 1997; in Jamaica on November 25, 2004; and in
Singapore on June 7, 2005, respectively. These companies monitor and
support the logistical aspects of each order in their respective
geographical locations.
(c) Aegean Bunkering Services Inc. (the "Manager") was incorporated in the
Marshall Islands on July 11, 2003 and, effective January 1, 2004,
provides all the bunkering tanker-owning companies listed below with a
wide range of shipping services such as technical support and
maintenance, insurance arrangement and handling, financial
administration and accounting services.
(d) Vessel-owning companies with operating vessels:
Vessel Details
------------------------------------------------
Date of Vessel Year Size Date
Company Name Incorporation Name Built (dwt) Acquired
------------ ------------- ---- ----- ----- --------
Carmel Investment Corp. ("Carmel") 12/02/2002 Aegean Rose 1988 4,935 01/21/2003
Evian Enterprises Co. ("Evian") 12/02/2002 Aegean Daisy 1988 4,935 01/21/2003
Clyde Shipping Corp. ("Clyde") 05/10/2004 Aegean Tulip 1993 4,853 05/20/2004
Tiffany Marine S.A. ("Tiffany") 05/10/2004 Aegean Tiffany 2004 2,747 07/07/2004
Aegean Breeze Shipping Pte. Ltd. ("Breeze") 03/27/2006 Aegean Breeze I 2004 2,747 07/07/2004
Aegean X Maritime Inc. ("Aegean X") 08/31/2004 Aegean X 1982 6,400 08/31/2004
Pontos Navigation Inc. ("Pontos") 09/09/2002 Aegean Flower 2001 6,523 01/05/2004
Aegean VII Shipping Ltd. ("Aegean VII") 01/20/1998 Aegean VII 1984 3,892 02/04/1998
Venus Holding Company ("Venus") 10/13/1999 Aegean IX 1976 7,216 06/14/2001
Carnaby Navigation Inc. ("Carnaby") 12/14/2005 Aegean Pride I 1982 11,538 12/20/2005
Baltic Navigation Company ("Baltic") 09/19/2005 Aegean Force 1980 6,679 07/25/2006
Mare Vision S.A. ("Mare") 11/01/2005 Aegean XI 1984 11,050 05/03/2006
Aegean Tanking S.A. ("Tanking") 07/12/2006 Fos 1981 67,980 09/05/2006
Baldwin Management Co. ("Baldwin") 09/25/2002 Aegean Hellas 1982 91,602 11/15/2002
1. Basis of Presentation and General Information: (Continued)
(e) Vessel-owning companies with vessels under construction:
Vessel Details
-----------------------
Date of Hull Size
Company Name Incorporation Number (dwt)
------------ ------------- ------ -----
Milos Maritime Inc. ("Milos") 01/28/2005 DN-3500-1 3,800
Serifos Maritime Inc. ("Serifos") 01/28/2005 DN-3500-2 3,800
Kithnos Maritime Inc. ("Kithnos") 01/28/2005 DN-3500-3 3,800
Amorgos Maritime Inc. ("Amorgos") 01/28/2005 DN-3500-4 3,800
Kimolos Maritime Inc. ("Kimolos") 01/28/2005 DN-3500-5 3,800
Syros Maritime Inc. ("Syros") 01/28/2005 DN-3500-6 3,800
Mykonos Maritime Inc. ("Mykonos") 01/28/2005 DN-3500-7 3,800
Santorini Maritime Inc. ("Santorini") 01/28/2005 DN-3500-8 3,800
Paros Maritime Inc. ("Paros") 01/28/2005 DN-3500-9 3,800
Naxos Maritime Inc. ("Naxos") 01/28/2005 DN-3500-10 3,800
Ocean Dynamic Corp. ("Ocean") 05/27/2005 N 2230007 2,400
Sea Global S.A. ("Sea Global") 05/27/2005 N 2220000 2,400
Kerkyra Marine S.A. ("Kerkyra") 09/26/2006 QHS 207 5,500
Ithaki Marine S.A. ("Ithaki") 09/26/2006 QHS 208 5,500
Cephallonia Marine S.A. ("Cephallonia") 09/26/2006 QHS 209 5,500
Paxoi Marine S.A. ("Paxoi") 09/26/2006 QHS 210 5,500
Zakynthos Marine S.A. ("Zakynthos") 09/27/2006 QHS 215 5,500
Lefkas Marine S.A. ("Lefkas") 09/26/2006 QHS 216 5,500
Kythira Marine S.A. ("Kythira") 09/26/2006 QHS 217 5,500
Eton Marine Ltd. ("Eton") 12/21/2005 QHS 220 5,500
Tasman Seaways Inc. ("Tasman") 12/21/2005 QHS 221 5,500
Benmore Services S.A. ("Benmore") 12/21/2005 QHS 222 5,500
Ingram Enterprises Co. ("Ingram") 01/10/2006 QHS 223 5,500
Santon Limited ("Santon") 01/10/2006 QHS 224 5,500
(f) Other companies with material assets and/or liabilities:
Date of Country of
Company Name Incorporation Incorporation Activity
------------ ------------- ------------- --------
Aegean Investments S.A. ("Aegean Investments") 11/05/2003 Marshall Islands Holding company
Aegean Oil (USA), LLC ("Aegean USA") 04/07/2005 United States Marketing office
As of December 31, 2005 and 2006, Aegean's ownership interest in all the
above subsidiaries, except for the UAE Service Center, amounted to 100%. As
required by the laws of the United Arab Emirates ("UAE"), Aegean Marine
Petroleum LLC is 51% owned by a UAE citizen (the "Sponsor"). On July 26,
2000, an agreement was signed with the Sponsor to automatically transfer
all profits and losses, assets and liabilities to the Company in exchange
for an annual fixed cash consideration. The payments of annual fixed cash
consideration have been recognized on an accrual basis and are included in
other operating expenses in the accompanying combined and consolidated
statements of operations. The agreement also prevents an unauthorized
ownership transfer and effectively grants majority control of the UAE
Service Center to the Company. Accordingly, the financial position and
operations of the UAE Service Center have been fully included in the
accompanying combined and consolidated financial statements.
During the years ended December 31, 2005 and 2006, no one customer
individually accounted for more than 10% of the Company's total revenues.
During the year ended December 31, 2004, one customer individually
accounted for more than 10% of the Company's total revenues, as follows:
Year Ended December 31,
--------------------------------------
Customer 2004 2005 2006
------------------------------------ ------------- ------------ ----------
A 24% - -
2. Significant Accounting Policies:
Principles of Combination and Consolidation: The accompanying combined and
consolidated financial statements have been prepared in accordance with
U.S. generally accepted accounting principles and include for each of the
three years in the period ended December 31, 2006, the accounts and
operating results of the Company. Intercompany balances and transactions
have been eliminated in combination and consolidation.
Use of Estimates: The preparation of combined and consolidated financial
statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the combined and consolidated
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Other Comprehensive Income: The provisions of Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income,"
require separate presentation of certain transactions that are recorded
directly as components of stockholders' equity. The Company has no such
transactions in the periods presented and, accordingly, comprehensive
income equals net income for all periods presented.
Foreign Currency Transactions: The functional currency of Aegean and its
material subsidiaries is the U.S. dollar because the Company purchases and
sells marine petroleum products in the international oil and gas markets
and because the Company's vessels operate in international shipping
markets; both of these international markets transact business primarily in
U.S. dollars. The Company's accounting records are maintained in U.S.
dollars. Transactions involving other currencies during the year are
converted into U.S. dollars using the exchange rates in effect at the time
of the transactions. At the balance sheet dates, monetary assets and
liabilities denominated in other currencies are adjusted to reflect the
year-end exchange rates. Resulting gains or losses are reflected separately
in the accompanying combined and consolidated statements of operations.
Cash and Cash Equivalents: The Company considers highly liquid investments
such as time deposits and certificates of deposit with an original maturity
of three months or less to be cash equivalents.
Restricted Cash: Restricted cash consists of interest-bearing deposits with
certain banks as cash collateral against outstanding short-term facilities
and retention accounts that can only be used for the purposes of repayment
of current portions of long-term loans. Restricted cash also includes
interest-bearing deposits with an international bank as cash collateral
against standby letters of credit issued by the same bank to a shipyard
(Note 11). Restricted cash is classified as non-current when the funds are
to be used to acquire non-current assets.
Trade Receivables, net: Management is responsible for approving credit to
customers, setting and maintaining credit standards, and managing the
overall quality of the credit portfolio. The Company performs ongoing
credit evaluations of its customers based upon payment history and the
assessments of customers' credit worthiness. The Company generally provides
payment terms of approximately 30 days. The Company continuously monitors
collections and payments from its customers and maintains a provision for
estimated credit losses based upon its historical experience with its
customers, current market conditions of its customers, and any specific
customer collection issues. Accounts receivable are reduced by an allowance
for amounts that may become uncollectible in the future. The Company had
accounts receivable of $66,924 and $67,909, before allowances for bad debts
of $694 and $1,106, as of December 31, 2005 and 2006, respectively.
Insurance Claims: Insurance claims are recorded on the accrual basis once
there remain no contingencies relating to the claim. Insurance claims
represent the claimable expenses, net of deductibles, incurred through
December 31 of each year, which are expected to be recovered from insurance
companies. Any remaining costs to complete the claims are included in
accrued liabilities.
Inventories: Inventories comprise marine fuel oil ("MFO"), marine gas oil
("MGO"), lubricants and victualling stores, which are stated at the lower
of cost or market. Cost is determined by the first in, first out method.
Vessel Cost: Vessels are stated at cost, which consists of the contract
price and any material expenses incurred upon acquisition (initial repairs,
improvements and delivery expenses, interest and on-site supervision costs
incurred during the construction periods). Subsequent expenditures for
conversions and major improvements are also capitalized when they
appreciably extend the life, increase the earning capacity or improve the
efficiency or safety of the vessels; otherwise these amounts are charged to
expense as incurred.
Advances and milestone payments made to shipyards during construction
periods are classified as "Advances for vessels under construction and
acquisitions" until the date of delivery and acceptance of the vessel, at
which date they are reclassified to "Vessels, cost". Advances for vessels
under construction also include supervision costs, amounts paid under
engineering contracts, capitalized interest and other expenses directly
related to the construction of the vessels.
Amounts of interest to be capitalized during the asset acquisition period
are determined by applying an interest rate to the average amount of
accumulated expenditures for the asset during the period. The interest rate
used is the average cost of borrowing for the Company.
Vessel Depreciation: Depreciation is computed using the straight-line
method over the estimated useful life of the vessels, after considering the
estimated salvage value. Each vessel's estimated salvage value is equal to
the product of its light-weight tonnage and the estimated scrap rate.
Management estimates the useful life of the Company's bunkering and
non-bunkering tankers to be 30 years and 25 years, respectively, from the
date of initial delivery from the shipyard. Management estimates the useful
life of the Company's floating storage facilities to be 30 years from the
date of acquisition. Secondhand vessels are depreciated from the date of
their acquisition through their remaining estimated useful life. However,
when regulations place limitations on the ability of a vessel to trade, its
useful life is adjusted to end at the date such regulations become
effective.
Impairment of Long-Lived Assets: SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-lived Assets," requires that long-lived
assets and certain identifiable intangible assets held and used or to be
disposed of by an entity, be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets
may not be recoverable. When the estimate of undiscounted cash flows,
excluding interest charges, expected to be generated by the use of the
asset and its eventual disposal is less than its carrying amount, the asset
should be evaluated for an impairment loss. Measurement of the impairment
loss is based on the fair value of the asset as provided by third parties.
The Company regularly reviews the carrying amount of its vessels. The
Company had no impairment losses in any of the periods presented.
Accounting for Drydocking Costs: The Company's vessels are generally
required to be drydocked every 30 to 60 months for major repairs and
maintenance that cannot be performed while the vessels are in operation.
The Company follows the deferral method of accounting for drydocking costs
whereby actual costs incurred are deferred and are amortized on a
straight-line basis over the period through the date the next drydocking is
scheduled to become due. Unamortized drydocking costs of vessels that are
sold are written off against income in the year of the vessel's sale.
Financing Costs: Fees incurred for obtaining new loans or refinancing
existing loans are deferred and amortized to interest expense over the life
of the related debt using the effective interest method. Unamortized fees
relating to loans repaid or refinanced are generally expensed in the period
the repayment or refinancing is made.
Pension and Retirement Benefit Obligations: The vessel-owning companies
included in the combination and consolidation employ the crew on board
under short-term contracts (usually up to nine months) and accordingly,
they are not liable for any pension or post retirement benefits. The
Company's full-time Greek employees are covered by state-sponsored pension
funds for which the Company is required to contribute a portion of the
monthly salary of these employees to the fund (i.e., a defined contribution
plan). Upon retirement of these employees, the state-sponsored pension
funds are responsible for paying the employees' retirement benefits and
accordingly, the Company has no obligation for these benefits.
Accounting for Revenues and Expenses: Revenues are principally earned from
the physical supply of marine petroleum products via the Company's
bunkering tankers. In this respect, sales of marine petroleum products and
cost of sales of marine petroleum products are recorded in the period when
the marine petroleum products are loaded onto the customer's vessel. In
Greece, revenues are earned from the sale of marine petroleum products
through a related party physical supplier (refer to Note 3). These sales
and the respective cost of sales are recorded in the period when the
related party physical supplier delivers the marine petroleum products to
the customer.
For arrangements in which the Company physically supplies marine petroleum
products via its own bunkering tankers, cost of marine petroleum products
sold represents amounts paid by the Company for marine petroleum products
sold in the period being reported on. For arrangements in which marine
petroleum products are purchased from the Company's related party physical
supplier, cost of marine petroleum products sold represents the total
amount paid by the Company to the physical supplier for marine petroleum
products and the delivery thereof to the Company's customer.
Revenues are also generated from voyage and time charter agreements of the
Company's vessels. Time charter revenues are recorded over the term of the
charter as service is provided. Under a voyage charter the revenues and
associated voyage costs are recognized on a pro-rata basis over the
duration of the voyage. Probable losses on voyages are provided for in
full, at the time such losses can be estimated. A voyage is deemed to
commence upon the completion of discharge of the vessel's previous cargo
and is deemed to end upon the completion of discharge of the current cargo.
Operating expenses are accounted for on the accrual basis.
Repairs and Maintenance: All vessel repair and maintenance expenses,
including major overhaulings (which are non-scheduled repairs and
maintenance work undertaken on a vessel's engine) and underwater
inspections are expensed in the year incurred. Such costs are included in
other operating expenses in the accompanying combined and consolidated
statements of operations.
Income Taxes: The Company accounts for income taxes using the liability
method in accordance with SFAS No. 109, "Accounting for Income Taxes"
("SFAS 109"). SFAS 109 requires the provision of deferred income taxes for
the tax effects of temporary differences between financial reporting and
tax bases of assets and liabilities, using enacted tax rates in effect in
the years in which the differences are expected to reverse. Valuation
allowances are required to be recorded to reduce deferred tax assets when
it is more likely than not that a tax benefit will not be realized.
Generally, Aegean and its subsidiaries are involved in non-taxable
activities and, as such, no material deferred tax assets or liabilities
arose in any of the periods presented (refer to Note 19).
Earnings per Common Share: Basic earnings per common share are computed by
dividing net income available to common stockholders by the weighted
average number of common shares deemed outstanding during the year. Diluted
earnings per common share reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised.
Derivatives: SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS 133"), as amended, establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in
the balance sheet as either an asset or liability measured at its fair
value, with changes in the derivatives' fair value recognized currently in
earnings unless specific hedge accounting criteria are met. During the
three-year period ended December 31, 2006, the Company did not engage in
any transaction involving derivative instruments or have any hedging
activities.
Contingencies: The Company accrues for a loss if the Company deems it
probable that an asset has been impaired or that a liability has been
incurred at the date of the financial statements and the amount of that
loss can be reasonably estimated. If the Company deems it reasonably
possible that an asset has been impaired or that a liability has been
incurred, the nature of the contingency and an estimate of the amount of
loss is disclosed in the notes to the financial statements.
Fair Value of Financial Instruments: The carrying values of cash, trade
receivables, trade payables and short-term borrowings are reasonable
estimates of their fair value due to the short-term nature of these
financial instruments. The fair values of long-term bank loans bearing
interest at variable interest rates approximate the recorded values. The
Company has no long-term loans bearing interest at fixed rates.
Recent Accounting Pronouncements:
Considering the Effects of Prior Year Misstatements. In September 2006, the
Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin
("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when
Quantifying Current Year Misstatements" ("SAB 108"). SAB 108 requires
analysis of misstatements using both an income statement (rollover)
approach and a balance sheet (iron curtain) approach in assessing
materiality and provides for a one-time cumulative effect transition
adjustment. The Company adopted the provisions of SAB 108 in its financial
statements for the year ended December 31, 2006. The adoption of SAB 108
did not have a material effect on the Company's financial position, results
of operations or cash flows.
Fair Value Measurements. In September 2006, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 157 "Fair Value Measurements"
("SFAS 157"). SFAS 157 is effective for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years. This
statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles, and expands disclosures
about fair value measurements. This statement does not require any new fair
value measurements, but applies under other accounting pronouncements that
require or permit fair value measurements. The Company is currently
evaluating the accounting impact of SFAS 157 on the fair value measures
that are recognized and/or disclosed in the Company's financial statements.
Planned Major Maintenance Activities. In September 2006, the FASB issued
Staff Position ("FSP") AUG AIR-1, "Accounting for Planned Major Maintenance
Activities" ("FSP AUG AIR-1"). This FSP amends certain provisions in the
American Institute of Certified Public Accountants Industry Audit Guide,
"Audits of Airlines," and Accounting Principles Board ("APB") Opinion No.
28, "Interim Financial Reporting." FSP AUG AIR-1 prohibits the use of the
currently-allowed accrue-in-advance method of accounting for planned major
maintenance activities in annual and interim financial statements. This
guidance is effective for the first fiscal period beginning after December
15, 2006. The Company follows the deferral method of accounting for
drydocking costs, whereby actual costs incurred are deferred and are
amortized on a straight-line basis over the period through the date the
next drydocking is scheduled to become due. The deferral method of
accounting continues to be permitted under FSP AUG AIR-1. Accordingly, the
Company does not expect the adoption of FSP AUG AIR-1 to have any impact on
the Company's financial statements.
Hybrid Financial Instruments. In February 2006, the FASB issued SFAS No.
155, "Accounting for Certain Hybrid Financial Instruments--an amendment of
FASB Statements No. 133 and 140" ("SFAS 155"). SFAS 155 amends SFAS 133 and
SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities". SFAS 155 resolves issues addressed in
SFAS 133 Implementation Issue No. D1, "Application of Statement 133 to
Beneficial Interests in Securitized Financial Assets." SFAS 155 is
effective for the Company for all financial instruments acquired or issued
after January 1, 2007 and is not expected to have a material impact on the
Company's financial statements.
Minimum Revenue Guarantees. FASB Staff Position FIN45-3: "Application of
FASB Interpretation No. 45 to Minimum Revenue Guarantees Granted to a
Business or Its Owners" was issued in November 2005. This FSP amends FIN
45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others" to include in its
scope a guarantee granted to a business or its owner(s) that the revenue of
the business (or a specific portion of the business) for a specified period
of time will be at least a specified amount. The FSP is effective for the
Company for minimum revenue guarantees newly issued or modified on or after
January 1, 2006. The adoption of the FSP did not have a material impact on
the Company's financial statements for the year ended December 31, 2006.
However, implementation of the FSP may result in amounts being recorded in
the financial statements of the Company in the future if the Company enters
into any revenue guarantees. The amount of any such impact will depend on
the terms of any revenue guarantees entered into.
Accounting Changes and Error Corrections. In May 2005, the FASB issued SFAS
No. 154, "Accounting Changes and Error Corrections" ("SFAS 154") which
replaces APB No. 20, "Accounting Changes" and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements." This statement applies
to all voluntary changes in accounting principle and changes resulting from
adoption of a new accounting pronouncement that does not specify transition
requirements. SFAS 154 requires retrospective application to prior periods'
financial statements for changes in accounting principle unless it is
impracticable to determine either the period-specific effects or the
cumulative effect of the change. SFAS 154 was effective for the Company as
of January 1, 2006. The adoption of SFAS 154 did not have a material impact
on the Company's financial statements.
3. Transactions with Related Parties:
(a) Aegean Oil S.A. (the "Greek Subcontractor"): The Greek Subcontractor,
owned and controlled by relatives of Mr. Dimitris Melisanidis, is a
diversified energy group principally engaged in the downstream
gasoline industry in Greece where it manages a network of
approximately 450 service stations. The Greek Subcontractor is managed
by a full-time executive team and has no common management with the
Company. In addition to its principal operations, the Greek
Subcontractor is also a licensed trader and physical supplier of
marine petroleum products in Greece. On December 30, 1999 and as
amended on September 25, 2000, the Company signed a Bunkering Supply
and Representation Agreement with the Greek Subcontractor whereby the
Greek Subcontractor undertakes to sell and deliver marine petroleum
products in transit to the Company's nominated customer vessels within
Greek territorial waters. Under the contract, the Greek Subcontractor
sells the marine petroleum products to the Company at an amount equal
to the Greek Subcontractor's purchase cost of the marine petroleum
products from select Greek refineries, plus a margin.
On April 1, 2005, this contract was terminated and superceded by a
ten-year Marine Fuel Supply Service Agreement with the Greek
Subcontractor. This contract stipulates that the Company and the Greek
Subcontractor must transact for a minimum quantity of marine fuel per
month, however neither party is required to transact for more than a
maximum quantity of marine fuel per month. Under the contract, the
Greek Subcontractor undertakes to sell the marine petroleum products
to the Company at an amount equal to the Greek Subcontractor's
purchase cost of the marine petroleum products from select Greek
refineries, plus a margin. The margin will be reviewed and
renegotiated annually between the parties. Payment of the Greek
Subcontractor's invoices will be made within 30 calendar days from the
date of receipt of the invoice. Penalties of 10% will be imposed on
late payments. If requested, the Company undertakes to provide
security to the Greek Subcontractor by way of a standby letter of
credit or other mutually acceptable guarantee in relation to any
outstanding balance from time to time. The agreement terminates on
March 31, 2015 unless any of the following situations occur prior to
the termination date: (i) The Greek Subcontractor's petroleum trading
license terminates or is revoked by the Greek authorities, (ii) upon
the breach by any party in the performance of any of its obligations,
as defined in the agreement, (iii) upon the liquidation or bankruptcy
of any party. The Company has a unilateral right to terminate the
agreement by serving 12 months' written notice.
During the years ended December 2004, 2005 and 2006, the Company
purchased from the Greek Subcontractor marine petroleum products of
$49,298, $99,417 and $155,022, respectively, all of which are included
under cost of marine petroleum products sold in the accompanying
combined and consolidated statements of operations. As of December 31,
2005 and 2006, the amounts due to the Greek Subcontractor were $13,376
and $19,203, respectively, and are included under trade payables to
related companies in the accompanying consolidated balance sheets.
(b) Aegean Shipping Management S.A. and certain vessel-owning companies
(hereinafter collectively referred to as "Aegean Shipping"): Aegean
Shipping is owned by relatives of Mr. Dimitris Melisanidis and is the
owner and operator of an international shipping fleet including
Aframax and Panamax product tankers which are chartered out in the
international spot markets. Aegean Shipping is managed by a full-time
executive team and has no common management with the Company. The
Company's material transactions with Aegean Shipping are described as
follows:
3. Transactions with Related Parties: (Continued)
(i) Aegean Shipping provides two of the Company's vessel-owning companies,
Baldwin and Tanking, with a wide range of shipping services such as
technical support and maintenance, insurance arrangement and handling,
financial administration and accounting services, in exchange for a
management fee. Management fees incurred by the Company for the years
ended December 31, 2004, 2005 and 2006, amounted to $183, $182 and
$223, respectively, and are separately disclosed in the accompanying
combined and consolidated statements of operations.
(ii) Prior to January 1, 2006, the Company time chartered (short-term)
certain vessels of Aegean Shipping in order to meet increased levels
of demand for its services at times when its own vessels were
operating at full capacity, or for special situations. Vessel hire
charges for the years ended December 31, 2004 and 2005 amounted to
$2,436 and $518, respectively, and are separately disclosed in the
accompanying combined and consolidated statements of operations.
(iii) Aegean Shipping is a customer of the Company. It purchases marine
fuel and lubricants, which it consumes during the voyages of its
vessels. The Company's sales of marine fuel and lubricants to Aegean
Shipping for the years ended December 31, 2004, 2005 and 2006,
amounted to $7,645, $8,162 and $13,146, respectively, and are included
under sales of marine petroleum products in the accompanying combined
and consolidated statements of operations.
(iv) On December 20, 2005, the Company purchased an 11,538 dwt (built in
1982) double hull bunkering tanker Aegean Pride from Aegean Shipping
for a price of $6,700, which was fully paid on that date. The price
includes Aegean Shipping's initial purchase price of the vessel from
an unrelated third party plus additional costs incurred by Aegean
Shipping to convert the vessel into a bunkering tanker. The cost of
this vessel is included under vessels, cost, in the accompanying
consolidated balance sheets.
(v) During the year ended December 31, 2006, the Company sold two
newly-acquired second-hand tankers, Omega Af Donso and Trapper, to
Aegean Shipping. These vessels were previously acquired by the Company
from third-party sellers. No gain or loss was recognized by the
Company on the sale of the vessels to Aegean Shipping.
As of December 31, 2005 and 2006, the amounts due from Aegean Shipping
were $6,693 and $162, respectively, and are included in due from
related companies in the accompanying consolidated balance sheets.
(c) Golden Sun Marine Corp. ("Golden Sun"): Prior to June 1, 2005, the Company
conducted business with Golden Sun, an investment and trading company in
which Mr. Dimitris Melisanidis holds a controlling interest. During the
years ended December 31, 2004 and 2005, the Company purchased from Golden
Sun marine petroleum products of $7,150 and $5,161, respectively, all of
which are included under cost of marine petroleum products sold in the
accompanying combined and consolidated statements of operations. Effective
June 1, 2005, the Company ceased purchasing marine petroleum products from
Golden Sun and accordingly, during the year ended December 31, 2006, the
Company did not purchase marine petroleum products from Golden Sun. As of
December 31, 2005 and 2006, no amounts were due to Golden Sun.
(d) Leveret: As discussed in Note 1, Leveret is a personal holding company
owned and controlled by Mr. Dimitris Melisanidis. During the years ended
December 31, 2005 and 2006, Leveret provided the Company with short-term
loan facilities, mainly in order to finance certain payments due under
certain shipbuilding and supervision contracts (refer to Note 10). On
December 18, 2006, the then-outstanding cumulative balance under these
facilities was fully repaid with the proceeds of the 2006 IPO.
(e) General Maritime Corporation ("General Maritime"): Aegean's Chairman of the
Board, Mr. Peter C. Georgiopoulos, also serves as Chairman, President and
Chief Executive Officer of General Maritime which is a publicly-traded
tanker company with shares listed on the New York Stock Exchange. During
the year ended December 31, 2006, the Company's sales to General Maritime
amounted to $1,695 which are included under sales of marine petroleum
products in the accompanying combined and consolidated statements of
operations. As of December 31, 2006, the amount due from General Maritime
was $12 which is included in due from related companies in the accompanying
consolidated balance sheets.
4. Inventories:
The amounts shown in the accompanying consolidated balance sheets are
analyzed as follows:
December 31,
---------------------------------
2005 2006
-------------- -------------
Held for sale:
Marine Fuel Oil 4,416 21,535
Marine Gas Oil 1,587 7,972
-------------- ----------
6,003 29,507
-------------- ----------
Held for consumption:
Marine fuel 185 654
Lubricants 168 394
Victuals 28 79
-------------- ----------
381 1,127
-------------- ----------
Total 6,384 30,634
============== ==========
5. Advances for Vessels Under Construction and Acquisitions:
On February 6, 2005, as amended, the Company signed ten separate
shipbuilding contracts with the Fujian Southeast Shipyard ("Fujian") for
ten 3,800 dwt, double skin, double bottom, product oil tankers (Hull
Numbers DN-3500-1 to 10). The construction price of each contract is $6,800
which is payable 10% in advance, 15% upon steel cutting, 15% upon
keel-laying, 15% upon launching and 45% upon delivery and acceptance.
Furthermore, on February 10, 2005, the Company signed ten separate
contracts with an engineering firm for the design, building supervision,
representation, procurement of machineries and supplies, and turn-key
delivery of the ten product oil tankers. The price of each such contract is
$1,550 which is payable 5% in advance, 10% upon steel cutting, 40% upon
launching and 45% upon delivery and acceptance.
On June 3, 2005, as amended, the Company signed two separate shipbuilding
contracts with the Severnav Shipyard ("Severnav") for two 2,400 dwt, double
skin, double bottom, product oil tankers with roll-on roll-off facilities
for fuel trucks. The construction price of each contract is Euro 6,835,000
which is payable 10% upon effectiveness of the contract, 15% upon steel
cutting, 15% upon keel-laying, 20% upon launching and 40% upon delivery and
acceptance. Furthermore, on August 30, 2005, the Company signed two
separate contracts with an engineering firm for the design, building
supervision, representation, procurement of machineries and supplies, and
turn-key delivery of the two product oil tankers. The price of each such
contract is Euro 1,500,000 which is payable 5% in advance, 10% upon steel
cutting, 40% upon launching and 45% upon delivery and acceptance.
On January 13, 2006, the Company signed five separate shipbuilding
contracts with the Qingdao Hyundai Shipbuilding Co. Ltd. ("Qingdao
Hyundai") for five double skin, double bottom, 5,500 dwt class oil tankers
(Hull Numbers QHS-220 to 224). The construction price of each contract is
$9,400 which is payable 10% in advance, 20% upon steel cutting, 20% upon
keel-laying, 25% upon launching and 25% upon delivery and acceptance.
Furthermore, on February 24, 2006, the Company signed five separate
contracts with an engineering firm for the design, building supervision,
representation, procurement of machineries and supplies, and turn-key
delivery of the five 5,500 dwt class oil tankers. The price of each such
contract is $1,600, which is payable 5% in advance, 10% upon keel-laying,
40% upon launching and 45% upon delivery and acceptance.
On October 18, 2006, the Company signed seven separate shipbuilding
contracts with Qingdao Hyundai for seven double skin, double bottom, 5,500
dwt class oil tankers (Hull Numbers QHS-207 to 210 and QHS-215 to 217). The
construction price of each contract is $10,000 which is payable 20% in
advance, 20% upon steel cutting, 20% upon keel-laying, 20% upon launching
and 20% upon delivery and acceptance. Furthermore, on October 19, 2006, the
Company signed seven separate contracts with an engineering firm for the
design, building supervision, representation, procurement of machineries
and supplies, and turn-key delivery of the seven 5,500 dwt class oil
tankers. The price of each such contract is $1,600, which is payable 5%
upon steel cutting, 10% upon keel-laying, 40% upon launching and 45% upon
delivery and acceptance.
Interest on the advances paid by the Company in respect of these contracts
is computed at the weighted average borrowing cost of the Company, for the
duration of the construction period, and capitalized in advances for
vessels under construction on the accompanying balance sheets. Total
interest capitalized for the years ended December 31, 2005 and 2006 was
$155 and $1,295, respectively.
The amounts shown in the accompanying consolidated balance sheets include
milestone payments relating to the shipbuilding contracts with the
shipyards, milestone payments relating to the contracts with the
engineering firm, and any material related expenses incurred during the
construction periods capitalized in accordance with the accounting policy
discussed in Note 2.
As of December 31, 2006, the account, advances for vessels under
construction and acquisitions, is analyzed as follows:
December 31, 2006
------------------------------------------
Expected Contract Contract Capitalized
Vessel Name Delivery Amount Payments Expenses Total
--------------------- --------------------------- ------------- ------------------------------------------
Fujian Shipyard
DN-3500-1 April 2007 8,350 3,973 207 4,180
DN-3500-2 August 2007 8,350 2,953 179 3,132
DN-3500-3 September 2007 8,350 2,953 125 3,078
DN-3500-4 November 2007 8,350 1,933 83 2,016
DN-3500-5 December 2007 8,350 1,777 68 1,845
DN-3500-6 March 2008 8,350 1,777 37 1,814
DN-3500-7 April 2008 8,350 757 36 793
DN-3500-8 July 2008 8,350 757 60 817
DN-3500-9 August 2008 8,350 757 60 817
DN-3500-10 October 2008 8,350 757 60 817
Severnav Shipyard
N 2220000 May 2007 10,830 2,202 134 2,336
N 2230007 August 2007 10,779 3,698 134 3,832
Qingdao Hyundai Shipyard
QHS-207 December 2008 11,600 2,000 8 2,008
QHS-208 January 2009 11,600 2,000 8 2,008
QHS-209 February 2009 11,600 2,000 8 2,008
QHS-210 March 2009 11,600 2,000 8 2,008
QHS-215 May 2009 11,600 2,000 9 2,009
QHS-216 July 2009 11,600 2,000 9 2,009
QHS-217 August 2009 11,600 2,000 9 2,009
QHS-220 November 2007 11,000 2,900 61 2,961
QHS-221 May 2008 11,000 1,020 50 1,070
QHS-222 August 2009 11,000 1,020 51 1,071
QHS-223 September 2009 11,000 1,020 51 1,071
QHS-224 October 2009 11,000 1,020 50 1,070
--------- ---------- ----------- --------
Total 241,309 45,274 1,505 46,779
========= ========== ========== ========
During the years ended December 31, 2005 and 2006, the movement of the
account, advances for vessels under construction and acquisitions, was as
follows:
Year Ended December 31,
----------------------
2005 2006
--------- --------
Balance at beginning of period - 12,803
Advances for vessels under construction and related costs 11,383 35,396
Payments for secondhand vessel acquisitions 8,175 34,895
Vessels delivered (6,755) (36,315)
-------- --------
Balance at end of period 12,803 46,779
======== ========
5. Advances for Vessels Under Construction and Acquisitions: (Continued)
As of December 31, 2006, the remaining obligations under the construction
and supervision contracts are payable as follows:
Amount
-------
2007 77,337
2008 76,878
2009 41,820
-------
196,035
=======
On March 31, 2005, as amended, in connection with the shipbuilding
contracts entered into with Fujian, the Company entered into a call option
agreement with Fujian for the construction and delivery of five 3,800 dwt,
double skin, double bottom, product oil tankers. The Company has the right
to exercise this option on or before the launching of the first of the ten
product oil tankers. If the Company exercises this option, Fujian Southeast
Shipyard is bound to sign new shipbuilding contracts for the five vessels
for a total price of $34,750 ($6,950 each). No consideration was paid by
the Company for the call option agreement.
On June 3, 2005, in connection with the shipbuilding contracts entered into
with Severnav, the Company entered into a call option agreement with
Severnav for the design, construction and equipment of four 2,400 dwt,
double skin, double bottom, product oil tankers with roll-on roll-off
facilities for fuel trucks. The Company has the right to exercise the
option on two of the vessels on or before the launching of the first of the
firm product oil tankers mentioned above, and has the right to exercise the
option on the two remaining vessels on or before the delivery and
acceptance of the first of the firm product oil tankers mentioned above for
a total price of Euro 26,240,000 (Euro 6,560,000 each). No consideration
was paid by the Company for the call option agreement.
On January 13, 2006, in connection with the shipbuilding contracts entered
into with Qingdao Hyundai, the Company entered into a call option agreement
with Qingdao Hyundai for the construction and delivery of four double skin,
double bottom, 5,500 dwt class oil tankers. The Company has the right to
exercise this option on or before the delivery of the first of the five
5,500 dwt class oil tankers mentioned above. If the Company exercises this
option, Qingdao Hyundai is bound to sign new shipbuilding contracts for the
four vessels for a total price of $38,200 ($9,550 each). No consideration
was paid by the Company for the call option agreement.
6. Vessels:
The amounts in the accompanying consolidated balance sheets are analyzed as
follows:
Accumulated
Vessel Cost Depreciation Net Book Value
----------- ------------ --------------
Balance, December 31, 2004 40,773 (3,334) 37,439
- Vessels acquired and delivered 6,755 - 6,755
- Depreciation for the year - (2,180) (2,180)
Balance, December 31, 2005 47,528 (5,514) 42,014
- Vessels acquired and delivered 36,315 - 36,315
- Vessels sold (12,900) - (12,900)
- Depreciation for the year - (4,148) (4,148)
Balance, December 31, 2006 70,943 (9,662) 61,281
On December 20, 2005, the acquired second-hand bunkering tanker, Aegean
Pride I, was delivered to the Company at a total cost of $6,700. On May 3,
2006, the acquired second-hand bunkering tanker, Aegean XI, was delivered
to the Company at a total cost of $8,214. On July 25, 2006, the acquired
second-hand bunkering tanker, Aegean Force, was delivered to the Company at
a total cost of $5,085. On September 5, 2006, the acquired floating storage
facility, Fos, was delivered to the Company at a total cost of $10,116.
During the year ended December 31, 2006, the Company purchased two
second-hand tankers, Omega Af Donso and Trapper, from third-party sellers
for a total amount of $12,900 and subsequently sold these tankers to Aegean
Shipping. No gain or loss was recognized by the Company on the sale of
these vessels.
Cost of vessels at December 31, 2004, 2005 and 2006, includes $8,913,
$8,913 and $8,747, respectively, of amounts not included in the contract
price of the vessels but which were material expenses incurred upon
acquisition and are capitalized in accordance with the accounting policy
discussed in Note 2.
As of December 31, 2006, all of the Company's vessels were in process of
being mortgaged under the Company's Term Loan, Overdraft and Guarantee
Facility Agreement dated December 19, 2006 (refer to Note 10).
7. Other Fixed Assets:
The amounts in the accompanying consolidated balance sheets are analyzed as
follows:
Buildings Other Total
--------- ----- -----
Cost, December 31, 2004 194 - 194
- Additions 814 258 1,072
------ ------ ------
Cost, December 31, 2005 1,008 258 1,266
- Additions - 83 83
------ ------ ------
Cost, December 31, 2006 1,008 341 1,349
------ ------ ------
Accumulated depreciation, December 31, 2004 5 - 5
- Depreciation expense 15 31 46
------ ------ ------
Accumulated depreciation, December 31, 2005 20 31 51
- Depreciation expense 34 58 92
------ ------ ------
Accumulated depreciation, December 31, 2006 54 89 143
------ ------ ------
Net book value, December 31, 2004 189 - 189
====== ====== ======
Net book value, December 31, 2005 988 227 1,215
====== ====== ======
Net book value, December 31, 2006 954 252 1,206
====== ====== ======
8. Deferred Charges:
The amounts in the accompanying consolidated balance sheets are analyzed as
follows:
Drydocking Financing Costs Total
---------- --------------- -----
Balance, December 31, 2004 1,413 86 1,499
- Additions 154 218 372
- Amortization for the year (636) (18) (654)
-------- -------- --------
Balance, December 31, 2005 931 286 1,217
- Additions 10,637 520 11,157
- Amortization for the year (1,684) (171) (1,855)
-------- -------- --------
Balance, December 31, 2006 9,884 635 10,519
======== ======== ========
The amortization for drydocking costs is separately reflected in the
accompanying combined and consolidated statements of operations. The
amortization of financing costs is included in interest and finance costs
in the accompanying combined and consolidated statements of operations.
9. Prepayments and Other Current Assets:
The amounts in the accompanying consolidated balance sheets are analyzed as
follows:
December 31,
---------------------------
2005 2006
---------- ------------
Prepaid vessel insurance 65 63
Other prepayments 760 2,598
---------- ------------
Total 825 2,661
========== ============
10. Short-term Borrowings:
As of December 31, 2005 and 2006, the Company's short-term borrowings
consisted of the following:
December 31,
----------------
Borrower 2005 2006
---------------------------------------------------- -------- -----
(a) Aegean 35,000 -
(b) AMP, the Manager and certain vessel-owning subsidiaries 23,595 -
(c) AMP 4,000 -
(d) AMP 2,000 -
(e) AMP 1,993 -
------ ----
Total 66,588 -
======= ====
(a) On October 3, 2005, Aegean borrowed $35,000 under a short-term credit
facility with an international bank to finance Aegean's stock
repurchase of 8% of the total then-issued and outstanding common stock
of Aegean (refer to Note 17). The facility bears interest at LIBOR
plus 0.45% and the weighted average interest rate (including the
margin) during the years ended December 31, 2005 and 2006 was 4.56%
and 5.52%, respectively. On December 20, 2006, the then-outstanding
balance under this facility was fully repaid with the proceeds of the
2006 IPO.
(b) During the years ended December 31, 2005 and 2006, AMP, the Manager
and certain vessel-owning subsidiaries entered into short-term
financing agreements with Leveret, mainly in order to partially
finance the construction or acquisition costs of vessels and for
working capital purposes. These loans are unsecured, bear no interest
and are payable upon demand. On December 18, 2006, the
then-outstanding cumulative balance under these facilities was fully
repaid with the proceeds of the 2006 IPO.
(c) On March 13, 2003, AMP entered into a one-year, renewable credit
facility with a Greek bank for an aggregate amount of $4,000 to be
used for the issuance of bank guarantees and/or for working capital
purposes. During the year ended December 31, 2005, AMP drew down
$4,000 under this credit facility. The facility bears interest at
LIBOR plus 2.75% and the weighted average interest rate (including the
margin) during the years ended December 31, 2005 and 2006 was 7.30%
and 7.51%, respectively. On December 18, 2006, the then-outstanding
balance under this facility was fully repaid with the proceeds of the
2006 IPO.
(d) On December 23, 1999, AMP signed a one-year, renewable, secured
overdraft and guarantee facility with an international bank for an
aggregate amount of $3,000 to be used for the issuance of bank letters
of guarantee and/or for an overdraft facility to be used for working
capital purposes. As of December 31, 2005, the balance on the
overdraft facility was $2,000. The overdraft facility bears interest
at LIBOR plus 1.25% and the weighted average interest rate (including
the margin) during the years ended December 31, 2004, 2005 and 2006
was 5.00%, 3.71% and 7.05%, respectively. On December 19, 2006, the
then-outstanding balance under this facility was fully repaid with the
proceeds of the 2006 IPO.
(e) On October 23, 2003, AMP signed a one-year, renewable credit facility
with a Greek bank for an aggregate amount of $3,000 to be used for the
issuance of bank letters of guarantee and/or for an overdraft facility
to be used for working capital purposes. As of December 31, 2005 and
2006, the balance on the overdraft facility was $1,993. The overdraft
facility bears interest at LIBOR plus 1.50% and the weighted average
interest rate (including the margin) during the years ended December
31, 2004, 2005 and 2006 was 3.50%, 5.43% and 6.84%, respectively. On
December 19, 2006, the then-outstanding balance under this facility
was fully repaid with the proceeds of the 2006 IPO.
Total interest incurred on short-term borrowings for the years ended
December 31, 2004, 2005 and 2006 amounted to $235, $900 and $2,839,
respectively, and is included in interest expense and finance costs, in the
accompanying combined and consolidated statements of operations.
On December 19, 2006, Aegean and AMP, as co-borrowers, jointly and
severally entered into a Term Loan, Overdraft and Guarantee Facility
Agreement ("Senior Credit Facility") with an international bank for an
amount of $183,400. The Senior Credit Facility will be used for working
capital and general corporate purposes and to partially finance the
construction costs of certain bunkering tankers. The overdraft and
guarantee facilities under the Senior Credit Facility expire on December
19, 2008 while the term loan facility expires 12 years from the delivery
date of each vessel.
The revolving overdraft facility of up to $50,000 bears interest at LIBOR
plus 1.25%. The multi-currency revolving guarantee and letter of credit
facility of up to $100,000 charges a commission of 0.25% for documentary
letters of credit, and of 0.625% for standby letters of credit. The term
loan of up to $33,400 will be used to refinance the secured term loan dated
February 10, 2006 with the same bank (refer to Note 11(c)). Under the term
loan, each tranche, of $6,680, is available in four advances, as defined in
the loan agreement. Each tranche is repayable in 48 consecutive quarterly
installments, with the first 47 being in the amount of $140 each and the
last installment being in the amount of $100. The first installment of each
tranche is repayable three months after the date of drawdown of the
respective delivery advance. The term loan bears interest at LIBOR plus
1.15%. Furthermore, a commitment fee is levied at a rate of 0.25% per
annum.
The Senior Credit Facility is mainly secured by a first priority mortgage
on the Company's operational double hull tankers and an undertaking by the
Company to provide a first priority mortgage on the Company's single hull
tankers at the lender's request. Furthermore, the Senior Credit Facility is
secured by a first priority assignment of the newbuilding contracts for
hull numbers DN-3500-1, DN-3500-4, DN-3500-5, DN-3500-6 and DN-3500-7, and
by a general assignment of the Company's trade receivables to be paid into
an operating account held by the bank. The Senior Credit Facility contains
certain covenants which include requirements to maintain the Company's
listing on the New York Stock Exchange, to maintain vessel insurance
policies, to maintain minimum security of 120% of the outstanding facility
amount and to ensure that Mr. Dimitris Melisanidis controls at least 35% of
the Company's outstanding common shares. Furthermore, the credit facility
contains financial covenants requiring the Company to ensure that (i)
consolidated book net worth, as defined, not be less than $150,000, (ii)
consolidated leverage ratio, as defined, not to exceed 0.65-to-one, and
(iii) consolidated liquid funds, as defined, not be less than $25,000.
As of December 31, 2006, the Company had no amounts outstanding under this
facility.
11. Long-term Debt:
The amounts in the accompanying consolidated balance sheets are analyzed as
follows:
December 31,
-------------------
Borrower(s) 2005 2006
----------- -------------------
(a) Ocean and Sea Global 12,173 13,503
(b) Serifos, Kithnos, Santorini, Paros and Naxos 2,516 4,964
(c) Milos, Amorgos, Kimolos, Syros and Mykonos - 4,175
(d) Eton, Benmore and Ingram - 2,350
(e) Tasman and Santon - 1,504
(f) Kerkyra, Ithaki, Cephallonia, Paxoi,
Zakynthos, Lefkas and Kythira - 7,000
(g) Tiffany and Sea Breezer Marine S.A. 8,037 -
(h) Clyde 1,800 -
(i) Aegean X 2,900 -
(j) Carmel and Evian 940 -
(k) Pontos 4,125 -
(l) Baldwin 1,170 -
(m) Aegean Investments 850 -
(n) Gibraltar Service Center 137 -
-------- ---------
Total 34,648 33,496
Less: Current portion (3,987) (833)
-------- ---------
Long-term portion 30,661 32,663
========== ========
(a) On October 26, 2005, as amended, Ocean and Sea Global, as
co-borrowers, jointly and severally entered into a syndicated secured
term loan with an international bank for an amount of Euro 13,300,000
to partially finance the construction costs of vessels N 2230007 and N
2220000 (two tranches of Euro 6,650,000 each). Each tranche is
available in three advances, as defined in the loan agreement. Each
tranche is repayable in 40 consecutive quarterly installments, with
the first 12 being in the amount of Euro 150,000 each and the
remaining 28 being in the amount of Euro 110,000 each, plus a balloon
payment of Euro 1,770,000 payable with the last installment. The first
installment of each tranche is repayable three months after the
earlier of the date of actual delivery of the respective vessel or
December 31, 2007.
The loan bears interest at LIBOR plus 1.40% during each vessel's
pre-delivery period and at LIBOR plus 1.30% during each vessel's
post-delivery period. During the years ended December 31, 2005 and
2006, the weighted average interest rate (including the margin) was
3.91% and 4.33%, respectively, while at December 31, 2005 and 2006,
the interest rate (including the margin) was 3.91% and 5.03%,
respectively.
The loan agreement contains financial covenants requiring the Company
to ensure that book net worth shall not be less than $100,000; that
the ratio of total liabilities to total assets shall not exceed
0.65-to-one; that the current ratio shall not be less than 1.25-to-one
and that cash and cash equivalents exceed 50% of the current portion
of long-term debt.
As of December 31, 2005 and 2006, the outstanding balance of the loan
was $12,173 (Euro 10,252,500) and $13,503 (Euro 10,252,500),
respectively. The proceeds of the loan have been placed in interest
bearing cash collateral accounts as security against standby letters
of credit issued by the same bank to the shipyard, which are included
under restricted cash in the accompanying consolidated balance sheets.
(b) On August 30, 2005, as amended, Serifos, Kithnos, Santorini, Paros and
Naxos, as co-borrowers, jointly and severally entered into a
syndicated secured term loan with an international bank for an amount
of $35,500 to partially finance the construction costs of vessels
DN-3500-2, DN-3500-3, DN-3500-8, DN-3500-9 and DN-3500-10,
respectively (five tranches of $7,100 each). Each tranche is available
in seven advances, as defined in the loan agreement. Each tranche is
repayable in 40 consecutive quarterly installments, with the first 30
being in the amount of $120 each and the remaining ten being in the
amount of $110 each, plus a balloon payment of $2,400 payable with the
last installment. The first installment of each tranche is repayable
three months after the date of drawdown of the respective delivery
advance.
The loan bears interest at LIBOR plus 1.40% during each vessel's
pre-delivery period and at LIBOR plus 1.30% during each vessel's
post-delivery period. During the years ended December 31, 2005 and
2006, the weighted average interest rate (including the margin) was
5.90% and 6.57%, respectively, while at December 31, 2005 and 2006,
the interest rate (including the margin) was 5.90% and 6.77%,
respectively. As of December 31, 2005 and 2006, the outstanding
balance of the loan was $2,516 and $4,964, respectively.
The loan agreement contains financial covenants requiring the Company
to ensure that book net worth shall not be less than $100,000; that
the ratio of total liabilities to total assets shall not exceed
0.65-to-one; that the current ratio shall not be less than 1.25-to-one
and that cash and cash equivalents exceed 50% of the current portion
of long-term debt.
(c) On February 10, 2006, Milos, Amorgos, Kimolos, Syros and Mykonos, as
co-borrowers, jointly and severally entered into a secured term loan
with an international bank for an amount of $33,400 to partially
finance the construction costs of vessels DN-3500-1, DN-3500-4,
DN-3500-5, DN-3500-6 and DN-3500-7, respectively (five tranches of
$6,680 each). Each tranche is available in four advances, as defined
in the loan agreement. Each tranche is repayable in 48 consecutive
quarterly installments, with the first 47 being in the amount of $140
each and the last installment being in the amount of $100. The first
installment of each tranche is repayable three months after the date
of drawdown of the respective delivery advance.
The loan bears interest at LIBOR plus 1.15% plus additional compliance
costs. During the year ended December 31, 2006, the weighted average
interest rate (including the margin) was 6.46%, while at December 31,
2006, the interest rate (including the margin) was 6.50%. As of
December 31, 2006, the outstanding balance of the loan was $4,175.
This loan will be refinanced by a term loan with the same bank under
the Senior Credit facility (refer to Note 10).
(d) On October 25, 2006, Eton, Benmore and Ingram, as co-borrowers,
jointly and severally entered into a syndicated secured term loan with
an international bank for an amount of $26,250 to partially finance
the construction costs of vessels QHS-220, QHS-222 and QHS-223 (three
tranches of $8,750 each). Each tranche is available in five advances,
as defined in the loan agreement. Each tranche is repayable in 40
consecutive quarterly installments in the amount of $125 each, plus a
balloon payment of $3,750 payable together with the last installment.
The first installment of each tranche is repayable three months after
the date of drawdown of the respective delivery advance.
The loan bears interest at LIBOR plus 1.30% before delivery of each
vessel and at LIBOR plus 1.1875% after such vessel's delivery. During
the year ended December 31, 2006, the weighted average interest rate
(including the margin) was 6.67%, while at December 31, 2006, the
interest rate (including the margin) was 6.67%. As of December 31,
2006, the outstanding balance of the loan was $2,350.
(e) On October 27, 2006, Tasman and Santon, as co-borrowers, jointly and
severally entered into a secured term loan with a Greek bank for an
amount of $17,600 to partially finance the construction costs of
vessels QHS-221 and QHS-224 (two tranches of $8,800 each). Each
tranche is available in five advances, as defined in the loan
agreement. Each tranche is repayable in 40 consecutive quarterly
installments in the amount of $154 each, plus a balloon payment of
$2,640 payable together with the last installment. The first
installment of each tranche is repayable three months after the date
of delivery of the respective vessel.
The loan bears interest at LIBOR plus 1.15% on the principal amount
repayable in quarterly installments (for each tranche: $6,160) and at
LIBOR plus 1.25% on the principal amount repayable in a balloon
payment (for each tranche: $2,640). During the year ended December 31,
2006, the weighted average interest rate (including the margin) was
6.47%, while at December 31, 2006, the interest rate (including the
margin) was 6.51%. As of December 31, 2006, the outstanding balance of
the loan was $1,504.
(f) On October 30, 2006, Kerkyra, Ithaki, Cephallonia, Paxoi, Zakynthos,
Lefkas and Kythira, as co-borrowers, jointly and severally entered
into a syndicated secured term loan with an international bank for an
amount of $64,750 to partially finance the construction costs of
vessels QHS-207, QHS-208, QHS-209, QHS-210, QHS-215, QHS-216 and
QHS-217 (seven tranches of $9,250 each). Each tranche is available in
five advances, as defined in the loan agreement. Each tranche is
repayable in 40 consecutive quarterly installments in the amount of
$125 each, plus a balloon payment of $4,250 payable together with the
last installment. The first installment of each tranche is repayable
three months after the date of drawdown of the respective delivery
advance.
The loan bears interest at LIBOR plus 1.15% before delivery of each
vessel and at LIBOR plus 1.05% after such vessel's delivery. During
the year ended December 31, 2006, the weighted average interest rate
(including the margin) was 6.52%, while at December 31, 2006, the
interest rate (including the margin) was 6.52%. As of December 31,
2006, the outstanding balance of the loan was $7,000.
(g) On July 23, 2004, Tiffany and Sea Breezer Marine S.A. (a now dormant
vessel-owning company), as co-borrowers, jointly and severally entered
into a loan agreement with an international bank for an amount of
$8,800 to partially finance the acquisition cost of the vessels Aegean
Tiffany and Aegean Breeze I. During 2006, Sea Breezer Marine S.A. sold
the Aegean Breeze I to Breeze and repaid its outstanding balance under
this facility with the proceeds from the sale. The loan bears interest
at LIBOR plus 1.25% and the weighted average interest rate (including
the margin) during the years ended December 31, 2004, 2005 and 2006
was 3.11%, 4.54% and 6.33%, respectively, while at December 31, 2005,
the interest rate (including the margin) was 5.49%. On December 20,
2006, the then-outstanding balance on this loan was fully repaid with
the proceeds of the 2006 IPO.
(h) On June 4, 2004, Clyde concluded a loan for an amount of $2,400 from a
Greek bank to partially finance the acquisition cost of the vessel
Aegean Tulip. The loan bears interest at LIBOR plus 1.75% and the
weighted average interest rate (including the margin) during the years
ended December 31, 2004, 2005 and 2006 was 3.46%, 5.01% and 6.78%,
respectively, while at December 31, 2005, the interest rate (including
the margin) was 6.20%. On December 20, 2006, the then-outstanding
balance on this loan was fully repaid with the proceeds of the 2006
IPO.
(i) On October 7, 2004, Aegean X concluded a loan for an amount of $3,500
from a Greek bank to partially finance the acquisition cost of the
vessel Aegean X. The loan bears interest at LIBOR plus 1.5% and the
weighted average interest rate (including the margin) during the years
ended December 31, 2004, 2005 and 2006 was 3.56%, 4.80% and 6.57%,
respectively, while at December 31, 2005, the interest rate (including
the margin) was 5.62%. On December 20, 2006, the then-outstanding
balance on this loan was fully repaid with the proceeds of the 2006
IPO.
(j) On February 13, 2003, Carmel and Evian, as co-borrowers, jointly and
severally entered into a loan agreement with an international bank for
an amount of $2,500 to partially finance the acquisition cost of the
vessels Aegean Rose and Aegean Daisy. The loan bears interest at LIBOR
plus 1.375% and the weighted average interest rate (including the
margin) during the years ended December 31, 2004, 2005 and 2006 was
2.83%, 4.67% and 6.41%, respectively, while at December 31, 2005, the
interest rate (including the margin) was 5.74%. On December 20, 2006,
the then-outstanding balance on this loan was fully repaid with the
proceeds of the 2006 IPO.
(k) On January 28, 2004, Pontos concluded a loan for an amount of $5,000
from an international bank to partially finance the acquisition cost
of the vessel Aegean Flower. The loan bears interest at LIBOR plus
1.25% and the weighted average interest rate (including the margin)
during the years ended December 31, 2004, 2005 and 2006 was 2.75%,
4.54% and 6.32%, respectively, while at December 31, 2005, the
interest rate (including the margin) was 5.49%. On December 20, 2006,
the then-outstanding balance on this loan was fully repaid with the
proceeds of the 2006 IPO.
(l) On November 28, 2002 and as amended on July 19, 2005, Baldwin
concluded a loan for an amount of $4,000 from an international bank to
partially finance the acquisition cost of the vessel Aegean Hellas.
The loan bears interest at LIBOR plus 1.5% and the weighted average
interest rate (including the margin) during the years ended December
31, 2004, 2005 and 2006 was 2.93%, 4.80% and 6.54%, respectively,
while at December 31, 2005, the interest rate (including the margin)
was 5.90%. On December 20, 2006, the then-outstanding balance on this
loan was fully repaid with the proceeds of the 2006 IPO.
(m) On June 24, 2005, Aegean Investments concluded a loan for an amount of
$850 from an international bank to finance the acquisition cost of an
office condominium in New Jersey. The loan bears interest at LIBOR
plus 0.45%. On December 20, 2006, the then-outstanding balance on this
loan was fully repaid with the proceeds of the 2006 IPO.
(n) On October 20, 2003, the Gibraltar Service Center concluded a loan for
an amount of Pounds Sterling (GBP) 92,000 from an international bank
to partially finance the acquisition cost of an office in Gibraltar.
The loan bears interest at the bank's base rate, as defined in the
loan agreement, plus 2.25%. On December 20, 2006, the then-outstanding
balance on this loan was fully repaid with the proceeds of the 2006
IPO.
(o) Other loans:
On April 24, 2006, Breeze concluded a loan for an amount of $3,866
from an international bank to partially finance the acquisition cost
of the vessel Aegean Breeze I. The loan bears interest at LIBOR plus
1.25%. On December 20, 2006, the then-outstanding balance on this loan
was fully repaid with the proceeds of the 2006 IPO.
On April 20, 2006, Carnaby, Baltic and Mare, as co-borrowers, jointly
and severally entered into a term loan agreement with an international
bank for an amount of $15,000 in order to partially finance the
acquisition cost of the vessels Aegean Pride I, Aegean Force and
Aegean XI, respectively. The loan bears interest at LIBOR plus 1.50%.
On December 20, 2006, the then-outstanding balance on this loan was
fully repaid with the proceeds of the 2006 IPO.
On August 30, 2006, Tanking signed a loan agreement with an
international bank for a term loan facility in an aggregate amount of
$10,000 to partially finance the acquisition of the double hull
Panamax tanker, the Fos. The facility bears interest at LIBOR plus
1.5%. On December 15, 2006, the then-outstanding balance on this loan
was fully repaid with the proceeds of the 2006 IPO.
As of December 31, 2006, the outstanding vessel-financing loans (a) to (f) are
generally collateralized as follows:
o First priority assignment of the shipbuilding contracts and first priority
mortgages over the vessels (when completed);
o Assignments of insurance and earnings of the mortgaged vessels (when
completed);
o An undertaking from the vessels' manager.
The vessel-financing loan agreements contain ship finance covenants including
restrictions as to changes in management and ownership of the vessels,
additional indebtedness and mortgaging of vessels without the bank's prior
consent as well as minimum requirements regarding the ratio of the market value
of the relevant vessel to the outstanding loan amount and the ratio of the
insured amount of the relevant vessel to the outstanding loan amount. In
addition, the borrowing companies and/or their managers must maintain working
capital accounts with the lending banks, as defined in the loan agreements.
Furthermore, the vessel-owning subsidiary companies are not permitted to pay any
dividends without the lenders' prior consent. The vessel-owning subsidiary
companies with outstanding loans had restricted net assets amounting to $23,428
and $(1,694) as of December 31, 2005 and 2006, respectively.
As of December 31, 2006, all the Company's vessels-under-construction, having a
total carrying value of $46,779, have been provided as collateral to secure the
loans (a) to (f) discussed above.
Total interest incurred on long-term debt for the years ended December 31, 2004,
2005 and 2006 amounted to $447, $1,036 and $2,779, respectively, and is included
in interest expense and finance costs in the accompanying combined and
consolidated statements of operations. Accrued interest expense on long-term
debt as of December 31, 2005 and 2006 amounted to $226 and $153, respectively,
and is included in accrued and other current liabilities in the accompanying
consolidated balance sheets.
The annual principal payments required to be made after December 31, 2006, are
as follows:
Amount
----------------
2007 833
2008 1,975
2009 2,280
2010 2,400
2011 2,197
2012 and thereafter 23,811
----------------
33,496
================
12. Commitments and Contingencies:
(a) Long-term Supply Contracts: Prior to April 30, 2006, the Company was
purchasing fuel in Gibraltar from the marine division of one of the
oil majors ("Oil Major") under a long-term Fuel Purchase Agreement
("FPA") dated September 1, 2002, as amended on September 1, 2005.
Under the FPA, the Oil Major supplies MFO and MGO at a price equal to
average PLATTS prices plus a margin, subject to quarterly price
reviews which may be instituted by either party. The contract
stipulates that the seller is required to make available for sale a
minimum quantity of marine fuel per month. Even though the Company is
not required to purchase minimum quantities of marine fuel, the
Company is required to pay a monthly throughput fee irrespective of
the volumes of marine fuel purchased. This agreement was scheduled to
expire on October 31, 2007. On April 30, 2006, upon the request of the
Oil Major, the contract was terminated and the Company waived its
right to all claims against the Oil Major afforded to it by the FPA.
The termination of the FPA was due to the Oil Major's strategy to
cease its operations in Gibraltar.
On December 3, 2004, the Company signed an eight-year Fuel Purchase
Agreement with a government refinery in Jamaica for the supply of
mainly MFO and MGO at a price equal to average PLATTS prices plus a
margin. The contract stipulates that the Company and refinery are not
required to transact for more than a maximum quantity of marine fuel
per month; however, by mutual agreement, the maximum quantity per
month may be revised upwards. Invoices become due thirty calendar days
from the date of delivery. Interest on overdue payments accrues at a
rate equal to the local overdraft rate in Jamaica. This agreement
expires on December 31, 2012.
On April 1, 2005, the Company signed a ten-year Marine Fuel Supply
Service Agreement with the Greek Subcontractor (refer to Note 3).
(b) Standby Letters Of Credit: In the normal course of business, for
certain suppliers, under certain long-term supply contracts, or under
certain long-term construction contracts, the Company is required to
post standby letters of credit in order to secure lines of credit. As
of December 31, 2006, the total outstanding standby letters of credit
amounted to $35,231. The Company has not defaulted on payment of any
of its accounts payable so as to cause any of the issuers of the
standby letters of credit to settle the Company's accounts payable on
the Company's behalf. All the standby letters of credit expire during
2007. The Company expects to extend the validity date of these
instruments throughout the duration of the Company's contractual or
operating relationships with the respective suppliers.
(c) Environmental and Other Liabilities: 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
the accompanying combined and 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, is unlimited. Coverage for pollution is $1
billion per vessel per incident.
(d) Legal Matters: On November 30, 2005, an unrelated third party filed a
declaratory action against the Company before the First Instance Court
of Piraeus. The plaintiff asserts that he was instrumental in the
negotiation of the Company's eight-year Fuel Purchase Agreement with a
government refinery in Jamaica, and seeks a judicial affirmation of
his alleged contractual right to receive a commission of $1 per metric
ton over the life of that contract, which as per the plaintiff's
calculation, amounts to $10,080 over a period of 12 years. In 2007,
the Court of First Instance ruled that the claim is maritime-related
and not within its jurisdiction. Accordingly, the claim was referred
to the Maritime Disputes Division of the Court of First Instance in
Piraeus. The case was re-scheduled to be heard on October 30, 2007.
The Company believes that this claim is unwarranted and lacking in
merit, and management is confident that the Company will not incur a
material loss in connection with this lawsuit.
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
or for which a provision should be established in the accompanying
combined and consolidated financial statements.
13. Other Operating Expenses:
The amounts in the accompanying combined and consolidated statements of
operations are analyzed as follows:
Year Ended December 31,
-------------------------------
2004 2005 2006
------- -------- --------
Vessel voyage expenses 5,263 3,334 6,573
Vessel insurance 899 1,309 1,647
Vessel repairs and maintenance 545 2,528 2,105
Vessel spares and consumable stores 937 1,451 1,569
Vessel consumption of marine petroleum products 1,165 1,732 3,933
Storage costs - - 2,101
Provision for doubtful accounts (100) 129 412
Other 3,639 6,146 7,357
------- -------- -------
Total 12,348 16,629 25,697
======= ======== =======
14. Interest and Finance Costs:
The amounts in the accompanying combined and consolidated statements of
operations are analyzed as follows:
Year Ended December 31,
-------------------------
2004 2005 2006
------- -------- -------
Interest on long-term debt 447 1,036 2,779
Interest on short-term borrowings 235 900 2,839
Amortization of financing fees 133 18 171
Bank commissions, commitment fees and other charges 129 548 713
Capitalized interest (Notes 5 and 10) - (155) (1,295)
----- ------- -------
Total 944 2,347 5,207
====== ======= =======
15. Postponement of Initial Public Offering:
On November 17, 2005, the Company filed a Registration Statement on Form
F-1 with the Securities and Exchange Commission for an initial public
offering of 10,000,000 shares of its common stock. Subsequently, within the
first quarter of 2006, the Company temporarily postponed the IPO. In
accordance with SAB Topic 5A, during the year ended December 31, 2006, the
Company has written off all previously-deferred costs in connection with
the offering of $1,588, which are separately presented in the combined and
consolidated statement of operations for year ended December 31, 2006.
16. Equity Incentive Plan:
On November 2, 2006, the Company's board of directors adopted the 2006
Equity Incentive Plan ("2006 Plan"), under which the Company's officers,
key employees and directors are eligible to receive stock-based incentive
awards including restricted stock, restricted stock units (with or without
dividend equivalents), unrestricted stock, at-the-money nonqualified stock
options and stock appreciation rights. The 2006 Plan is administered by the
Compensation Committee of the Company's board of directors and the
aggregate number of shares of common stock reserved under this plan is
4,053,500. The Company's board of directors may terminate the 2006 Plan at
any time. The 2006 Plan expires ten years from the date of adoption.
Effective November 2, 2006, the Company adopted the provisions of SFAS No.
123, "Share-Based Payment" (SFAS 123R"). 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
employee requisite period. The expense is recorded in salaries, wages and
related costs in the accompanying combined and consolidated statements of
operations. Aegean is incorporated in a non-taxable jurisdiction and
accordingly, no deferred tax assets are recognized for these stock-based
incentive awards.
On December 13, 2006, the Company made grants of restricted common stock in
the amount of 107,143 shares to a certain officer of the Company. The
restricted shares vest, and the restrictions lapse, with respect to each
20% lot of these shares, on December 13, 2007 and on December 13 of each of
the four years thereafter. The foregoing grant is subject to accelerated
vesting upon certain circumstance set forth in the 2006 Plan.
The following table summarizes the status of the Company's unvested
restricted stock outstanding for the year ended December 31, 2006 (in
thousands, except for weighted average grant date fair value):
Unvested Restricted Weighted Average Grant
Stock Date Fair Value
------------------- ---------------------
At December 31, 2005 - -
Granted 107 15.75
-----------
At December 31, 2006 107 15.75
===========
16. Equity Incentive Plan: (Continued)
The grant-date fair value of the restricted stock awarded on December 13,
2006 was $15.75 per share. Total compensation cost of $38 was recognized
and included under salaries, wages and related costs in the accompanying
combined and consolidated statement of operations for the year ended
December 31, 2006.
As of December 31, 2006, there was $1,650 of total unrecognized
compensation cost related to non-vested restricted stock awards. This
unrecognized compensation cost at December 31, 2006, is expected to be
recognized as compensation expense over a weighted average period of 3.0
years as follows:
Amount
---------
2007 754
2008 426
2009 259
2010 147
2011 64
------
1,650
======
17. Common Stock and Additional Paid-In Capital:
Authorized Capital
------------------
Aegean was formed on June 6, 2005, under the laws of the Marshall Islands.
Aegean'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.
Share Issuance and Repurchase
-----------------------------
On June 8, 2005, Aegean issued 30,472,827 common shares (as restated for
the split-ups of common stock, described below), with a $0.01 par value per
share, to Leveret and Leveret contemporaneously contributed its direct and
indirect ownership in the companies described in Note 1 to Aegean. On
October 3, 2005, Aegean acquired from Leveret 8% of the total then-issued
and outstanding common stock of Aegean, representing the entire interests
in Leveret of members of Mr. Dimitris Melisanidis' family (other than Mr.
Melisanidis himself) for a price of $35,000. Those shares were cancelled
upon repurchase, in accordance with a resolution of the board of directors
of Aegean. The repurchased shares represented the entire beneficial
ownership of those members of Mr. Melisanidis' family. The excess of the
purchase price over the par value of the acquired shares is reflected first
as a deduction from additional paid-in capital and, upon exhaustion of the
balance of additional paid-in capital, as a deduction from retained
earnings.
Stock Split-ups
---------------
On November 14, 2005, Aegean effected a stock split-up in the form of a
dividend. The stock dividend declared and paid, of 22,249,080 shares of
Aegean's common stock, was distributed to Aegean's sole shareholder,
Leveret. On November 21, 2006, Aegean effected a stock split-up in the form
of a dividend. The stock dividend declared and paid, of 5,785,000 shares of
Aegean's common stock, was distributed to Aegean's shareholders as of that
date, on a pro-rata basis.
The combined and consolidated financial statements for all periods
presented give retroactive effect to the above-described share issuance and
split-ups of common shares.
Initial Public Offering
-----------------------
In December 2006, the Company completed its initial public offering in the
United States under the United States Securities Act of 1933, as amended.
In this respect, 14,375,000 shares of common stock at par value $0.01 were
issued for $14.00 per share. The proceeds of the initial public offering,
net of underwriting commissions of $14,088, and net of offering expenses of
$1,953, amounted to $185,209.
Dividends
---------
The Company declared and paid dividends of $8,444, $1,509 and $4,000 during
the years ended December 31, 2004, 2005 and 2006, respectively.
Capital Contributions
---------------------
The amounts presented in the accompanying consolidated balance sheets as
additional paid-in capital comprise (i) payments made by the stockholders
at various dates to finance vessel acquisitions in excess of the amounts of
bank loans obtained and advances for working capital, (ii) the estimated
value of certain incidental employee services provided to the Company by
certain related companies for no consideration, (iii) an allocation of
costs for office services historically shared with and the use of office
equipment owned by related companies, and (iv) the difference between the
par value of the shares issued in the initial public offering in December
2006 and the net proceeds obtained for those shares.
18. 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 unvested
restricted stock awards (refer to Note 16), 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.
The components of the calculation of basic earnings per common share and
diluted earnings per common share are as follows:
Year Ended December 31,
------------------------------------------
2004 2005 2006
------------ ------------ ---------
Basic and diluted income
available to common stockholders $17,617 $21,475 $24,225
------------ ------------ ---------
Basic weighted average number
of common shares outstanding 30,472,827 29,878,398 28,954,521
------------ ------------ ----------
Add: Dilutive effect of unvested restricted stock - - 101
Diluted weighted average number
of common shares outstanding 30,472,827 29,878,398 28,954,622
------------ ------------ ----------
Basic earnings per common share $0.58 $0.72 $0.84
============ ============ ==========
Diluted earnings per common share $0.58 $0.72 $0.84
============ ============ ==========
19. Income Taxes:
The principal operating entity of the Company, AMP, is incorporated in the
Republic of Liberia. Under regulations promulgated by the Liberian Ministry
of Finance, because AMP is considered a non-resident domestic corporation,
it is not required to pay any tax or file any report or return with the
Republic of Liberia in respect of income derived from its operations outside
of the Republic of Liberia. The Liberian Ministry of Justice has issued an
opinion that these regulations are valid.
AMP has a branch office established in Greece. Under the laws of Greece,
and in particular Greek Law 3427/2005 which amended, replaced and
supplemented provisions of Law 89/1967 as of January 1, 2006, AMP is taxed
on a cost plus basis (5%) on expenses incurred by its branch office in
Greece. Furthermore, AMP is exempt from Greek income tax, as well as any
other tax, charge or contribution in favor of the Greek State or any third
party, on income derived from all its transactions worldwide in petroleum
products, lubricants and similar commodities, the object of which lies
outside of Greece.
Generally, under the laws of the countries of the vessel-owning companies'
and the Manager's incorporation and/or vessels' registration, the
vessel-owning companies and the Manager are not subject to tax on shipping
income. However, the vessel-owning companies are subject to registration
and tonnage taxes, which have been included in other operating expenses in
the accompanying combined and consolidated statements of operations.
During the years presented, the Company is subject to statutory corporate
income tax in relation to its subsidiaries incorporated or operating in
taxable jurisdictions. The Company provided for current income taxes of $6,
$24 and $2 for the years ended December 31, 2004, 2005 and 2006,
respectively, which is separately reflected in the accompanying combined and
consolidated statements of operations.
20. 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.
Information concerning the Company's total sales of marine petroleum
products is presented as follows, attributed based on the point-of-delivery
geographical location of the customer vessels:
Year Ended December 31,
-----------------------------------------
2004 2005 2006
------------ ------------ ---------
Greece 97,204 125,540 167,061
United Arab Emirates 64,828 130,459 180,453
Gibraltar 74,657 152,372 240,412
Jamaica - 77,385 147,211
Singapore - - 39,496
Other 10,747 19,849 16,024
------------ ------------ ---------
Total 247,436 505,605 790,657
============ ============ =========
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, reviews 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.
The following disclosure of the locations of long-lived assets is based on
the physical locations of the assets as of the dates shown. These locations
are not necessarily indicative of the territories that have jurisdiction
over such assets:
As of December 31,
-------------------------------
2005 2006
------------- -------------
Gibraltar 6,195 23,492
United Arab Emirates 21,750 14,572
Jamaica 9,737 14,071
Singapore 71 5,656
United States of America 810 785
Greece 524 123
International waters 4,142 3,788
------------- -------------
Total 43,229 62,487
============= =============
21. Subsequent Events:
On February 9, 2007, the Company signed a Memorandum of Agreement with a
third-party seller for the purchase of a Liberian-flagged 67,980 dwt (built
in 1983) double hull Panamax tanker which it intends to position at one of
its ports as a floating storage facility. The purchase price of this vessel
is $11,750 of which a 10% advance payment of $1,175 was paid to the seller
on February 12, 2007. The remainder of the purchase price was paid upon
delivery of the vessel, February 20, 2007.
On February 9, 2007, the Company signed a Memorandum of Agreement with a
third-party purchaser to sell the Aegean Hellas at a price of $8,791. On
February 14, 2007, the Company received a 20% advance payment, of $1,758.
The sale is expected to be completed upon the delivery of the vessel to the
purchaser which is expected within April 2007.
On February 27, 2007, the Company made grants of 109,167 shares of
restricted common stock to certain employees of the Company under the 2006
Plan. The restricted shares vest, and the restrictions lapse, with respect
to each 25% lot of these shares, on February 27, 2008 and on February 27 of
each of the three years thereafter. The grant-date fair value of the
restricted stock awarded on February 27, 2007 was $14.06 per share.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this registration statement on its behalf.
AEGEAN MARINE PETROLEUM NETWORK INC.
By: /s/ E. Nikolas Tavlarios
-----------------------------
Name: E. Nikolas Tavlarios
Title: President
Date: May 24, 2007