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

FORM 6-K

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

For the month of August 2014

Commission File Number:  001-33179

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

10, Akti Kondili
185 45, Piraeus
Greece
(Address of principal executive offices)

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

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

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

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

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


INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached as Exhibit 1 to this Report on Form 6-K is a copy of the press release of Aegean Marine Petroleum Network Inc. (the "Company"), dated August 13, 2014, announcing the Company's financial and operating results for the second quarter ended June 30, 2014.

Attached as Exhibit 2 is a copy of the Company's consolidated financial statements.




SIGNATURES

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

AEGEAN MARINE PETROLEUM NETWORK INC.
(registrant)



Dated:  August 13, 2014
By:  /s/ E. Nikolas Tavlarios
 
 
Name: E. Nikolas Tavlarios
Title:   President
 
 



Exhibit 1

 





Aegean Marine Petroleum Network Inc.
Announces Second Quarter 2014 Financial Results


PIRAEUS, Greece, August 13, 2014 – Aegean Marine Petroleum Network Inc. (NYSE: ANW) ("Aegean" or the "Company") today announced financial and operating results for the second quarter ended June 30th, 2014.

Second Quarter Highlights

·
SALES VOLUMES OF 2,659,620 METRIC TONS.
·
GROSS PROFIT OF $84.5 MILLION.
·
OPERATING INCOME OF $19.3 MILLION.
·
NET INCOME ATTRIBUTABLE TO AEGEAN SHAREHOLDERS OF $9.3 MILLION OR $0.20 BASIC AND DILUTED EARNINGS PER SHARE.
·
EBITDA OF $26.7 MILLION.

E. Nikolas Tavlarios, President of Aegean Marine Petroleum Network, commented, "Our strong second quarter results extend our recent track record of profitability and growth and demonstrate that we are successfully executing our strategy despite prevailing industry headwinds. We have developed sustainable growth drivers and believe we remain well positioned to continue to consistently deliver strong results."

Mr. Tavlarios continued, "During 2014, we have successfully integrated our newly acquired East Coast business, sold four non-core vessels and completed the construction of our Fujairah storage facility while continuing to deliver solid results in a challenging market. We are excited about the forthcoming commencement of storage operations in Fujairah in the second half of 2014, and believe we have additional opportunities to expand our market share.  With a sound strategy in place and the proven ability to successfully execute, we are well positioned to further enhance shareholder value."

The Company achieved net income attributable to Aegean shareholders for the three months ended June 30, 2014 of $9.3 million, or $0.20 basic diluted earnings per share.  For the three months ended June 30, 2013, the Company recorded net income attributable to Aegean shareholders of $5.5 million, or $0.12 basic and diluted earnings per share.
1





Total revenues for the three months ended June 30, 2014, increased by 1.7% to $1,720.2 million compared with $1,691.8 million reported for the same period in 2013. For the three months ended June 30, 2014, sales of marine petroleum products increased by 1.4% to $1,705.2 million compared with $1,680.9 million for the same period in 2013. Gross profit, which equals total revenue less directly attributable cost of revenue increased by 21.6% to $84.5 million in the second quarter of 2014 compared with $69.5 million in the same period in 2013.

For the three months ended June 30, 2014, the volume of marine fuel sold by the Company decreased by 1.2% to 2,659,620 metric tons compared with 2,693,151 metric tons in the same period in 2013.

Operating income for the second quarter of 2014 increased to $19.3 million as compared to $13.2 million, adjusted for the sale of non-core assets for the same period in 2013. Operating expenses increased by $8.4 million, or 14.8%, to $65.2 million for the three months ended June 30, 2014, compared with $56.8 million for the same period in 2013.

Liquidity and Capital Resources

Net cash used in operating activities was $34.3 million for the three months ended June 30, 2014. Net income, as adjusted for non-cash items (as defined in Note 9) was $18.6 million for the period.

Net cash used in investing activities was $32.6 million for the three months ended June 30, 2014, mainly due to advances for other fixed assets under construction. Net cash provided by financing activities was $59.1 million for the three months ended June 30, 2014, mainly used to finance our purchases.

As of June 30, 2014, the Company had cash and cash equivalents of $106.9 million and working capital of $223.4 million. Non-cash working capital, or working capital excluding cash and debt, was $644.9 million.

As of June 30, 2014, the Company had $582.9 million in available liquidity, which includes unrestricted cash and cash equivalents of $106.9 million and available undrawn amounts under the Company's working capital facilities of $476.0 million, to finance working capital requirements.

The basic and diluted weighted average of common shares outstanding for the three months ended June 30, 2014 were 46,289,429. The basic and diluted weighted average of common shares outstanding for the three months ended June 30, 2013 were 45,681,518.

Spyros Gianniotis, Aegean's Chief Financial Officer, stated,  "On the operating side, our business model has consistently proved to be resilient even in volatile market conditions and is a driver of our strong financial position, which differentiates Aegean from its competitors. We have been vigilant in streamlining expenses, optimizing our assets and enhancing the company's financial flexibility."

Mr. Gianniotis concluded, "Our business strategy continues to yield distinct competitive advantages that we believe will allow us to further expand our global market share and pursue profitable revenue growth opportunities. Our dedicated team has built a strong foundation for profitable growth, and we expect to continue on our positive trajectory."

2





Summary Consolidated Financial and Other Data (Unaudited)
 
 
 
For the Three Months Ended June 30,
   
For the Six Months Ended
June 30,
 
 
 
2013
   
2014
   
2013
   
2014
 
 
 
(in thousands of U.S. dollars, unless otherwise stated)
 
Income Statement Data:
 
   
   
   
 
Revenues - third parties
 
$
1,682,076
   
$
1,711,953
   
$
3,245,978
   
$
3,402,137
 
Revenues - related companies
   
9,748
     
8,261
     
16,337
     
12,441
 
Total revenues  
   
1,691,824
     
1,720,214
     
3,262,315
     
3,414,578
 
Cost of revenues  - third parties
   
1,583,580
     
1,534,520
     
3,000,061
     
3,059,244
 
Cost of revenuesrelated companies
   
38,762
     
101,229
     
122,049
     
187,958
 
Total cost of revenues
   
1,622,342
     
1,635,749
     
3,122,110
     
3,247,202
 
Gross profit
   
69,482
     
84,465
     
140,205
     
167,376
 
Operating expenses:
                               
Selling and distribution
   
48,622
     
55,798
     
99,578
     
110,766
 
General and administrative
   
7,275
     
8,338
     
14,240
     
16,463
 
Amortization of intangible assets
   
374
     
1,033
     
750
     
2,055
 
Loss / (gain) on sale of vessels, net
   
512
     
-
     
3,780
     
(493
)
Vessel Impairment Charge
   
-
     
-
     
-
     
4,062
 
Operating income
   
12,699
     
19,296
     
21,857
     
34,523
 
Net financing cost  
   
(7,083
)
   
(8,530
)
   
(13,236
)
   
(16,990
)
Gain on sale of subsidiary, net
   
-
     
-
     
4,174
     
-
 
Foreign exchange (losses) / gain, net  
   
(70
)
   
(152
)
   
329
     
97
 
Income taxes income / (expense)  
   
15
     
(1,269
)
   
(396
)
   
(3,165
)
Net income  
   
5,561
     
9,345
     
12,728
     
14,465
 
Less income attributable to non-controlling interest
   
21
     
22
     
2
     
46
 
Net income attributable to AMPNI shareholders
 
$
5,540
   
$
9,323
   
$
12,726
   
$
14,419
 
Basic earnings per share (U.S. dollars)  
 
$
0.12
   
$
0.20
   
$
$0.27
   
$
$0.30
 
Diluted earnings per share (U.S. dollars)
 
$
0.12
   
$
0.20
   
$
$0.27
   
$
$0.30
 
 
                               
EBITDA(1)
 
$
19,719
   
$
26,740
   
$
40,740
   
$
50,196
 
 
                               
Other Financial Data:
                               
Gross spread on marine petroleum products(2)  
 
$
63,262
   
$
78,066
   
$
126,446
   
$
151,334
 
Gross spread on lubricants(2)  
   
1,096
     
585
     
2,155
     
1,487
 
Gross spread on marine fuel(2)  
   
62,166
     
77,481
     
124,291
     
149,847
 
Gross spread per metric ton of marine
fuel sold (U.S. dollars) (2)  
   
23.1
     
29.1
     
24.6
     
27.9
 
Net cash used in operating activities  
 
$
(66,365
)
 
$
(34,341
)
 
$
(24,184
)
 
$
(66,833
)
Net cash used in investing activities  
   
(20,341
)
   
(32,593
)
   
(23,361
)
   
(46,768
)
Net cash provided by financing activities  
   
87,524
     
59,096
     
33,393
     
158,151
 
 
                               
Sales Volume Data (Metric Tons): (3)
                               
Total sales volumes  
   
2,693,151
     
2,659,620
     
5,060,228
     
5,365,443
 
 
                               
Other Operating Data:
                               
Number of owned bunkering tankers, end of period(4)
   
54.0
     
51.0
     
54.0
     
51.0
 
Average number of owned bunkering tankers(4)(5)
   
54.2
     
51.0
     
54.8
     
51.5
 
Special Purpose Vessels, end of period(6)
   
1.0
     
1.0
     
1.0
     
1.0
 
Number of operating storage facilities, end of period(7)
   
8.0
     
14.0
     
8.0
     
14.0
 

3


Summary Consolidated Financial and Other Data (Unaudited)


 
 
As of
December 31,
2013
   
As of
June 30,
2014
 
 
 
   
 
 
 
(in thousands of U.S. dollars,
unless otherwise stated)
 
Balance Sheet Data:
 
 
Cash and cash equivalents  
   
62,575
     
106,929
 
Gross trade receivables  
   
472,543
     
562,515
 
Allowance for doubtful accounts  
   
(2,622
)
   
(3,094
)
Inventories  
   
303,297
     
265,732
 
Current assets  
   
896,730
     
1,002,081
 
Total assets  
   
1,616,185
     
1,742,731
 
Trade payables  
   
241,743
     
201,615
 
Current liabilities (including current portion of long-term debt)
   
652,277
     
778,728
 
Total debt  
   
783,317
     
943,944
 
Total liabilities  
   
1,072,439
     
1,183,168
 
Total stockholder's equity  
   
543,746
     
559,563
 
 
               
Working Capital Data:
               
Working capital(8)  
   
244,453
     
223,353
 
Working capital excluding cash and debt(8)  
   
541,919
     
644,937
 
 
               

Notes:
1.
EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by United States generally accepted accounting principles, or U.S. GAAP, and our calculation of EBITDA may not be comparable to that recorded by other companies. EBITDA is included herein because it is a basis upon which the Company assesses its operating performance and because the Company believes that it presents useful information to investors regarding a company's ability to service and/or incur indebtedness. The following table reconciles net income to EBITDA for the periods presented:
 
 
 
For the Three Months Ended June 30,
 
 
 
2013
   
2014
 
 
 
(in thousands of U.S. dollars,
unless otherwise stated)
 
Net income attributable to AMPNI shareholders  
   
5,540
     
9,323
 
 
               
Add: Net financing cost including amortization of financing costs
   
7,083
     
8,530
 
  Add/(Less): Income tax expense/(income)  
   
(15
)
   
1,269
 
  Add: Depreciation and amortization excluding amortization of financing costs
   
7,111
     
7,618
 
 
               
EBITDA  
   
19,719
     
26,740
 

4





2. Gross spread on marine petroleum products represents the margin the Company generates on sales of marine fuel and lubricants.  Gross spread on marine fuel represents the margin that the Company generates on sales of various classifications of marine fuel oil ("MFO") or marine gas oil ("MGO"). Gross spread on lubricants represents the margin that the Company generates on sales of lubricants. Gross spread on marine petroleum products, gross spread of MFO and gross spread on lubricants are not items recognized by U.S. GAAP and should not be considered as an alternative to gross profit or any other indicator of a Company's operating performance required by U.S. GAAP. The Company's definition of gross spread may not be the same as that used by other companies in the same or other industries.  The Company calculates the above-mentioned gross spreads by subtracting from the sales of the respective marine petroleum product the cost of the respective marine petroleum product sold and cargo transportation costs. For arrangements in which the Company physically supplies the respective marine petroleum product using its bunkering tankers, costs of the respective marine petroleum products sold represents amounts paid by the Company for the respective marine petroleum product sold in the relevant reporting period. For arrangements in which the respective marine petroleum product is purchased from the Company's related company, Aegean Oil S.A., or Aegean Oil, cost of the respective marine petroleum products sold represents the total amount paid by the Company to the physical supplier for the respective marine petroleum product and its delivery to the custom arrangements in which the Company purchases cargos of marine fuel for its floating storage facilities, transportation costs may be included in the purchase price of marine fuels from the supplier or may be incurred separately from a transportation provider. Gross spread per metric ton of marine fuel sold represents the margin the Company generates per metric ton of marine fuel sold. The Company calculates 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 Three Months Ended June 30,
 
 
 
2013
   
2014
 
Sales of marine petroleum products  
   
1,680,923
     
1,705,188
 
Less: Cost of marine petroleum products sold  
   
(1,617,661
)
   
(1,627,122
)
Gross spread on marine petroleum products  
   
63,262
     
78,066
 
Less: Gross spread on lubricants  
   
(1,096
)
   
(585
)
Gross spread on marine fuel  
   
62,166
     
77,481
 
 
               
Sales volume of marine fuel (metric tons)  
   
2,693,151
     
2,659,620
 
 
               
Gross spread per metric ton of marine fuel sold (U.S. dollars)  
   
23.1
     
29.1
 

3. Sales volume of marine fuel is the volume of sales of various classifications of MFO and MGO for the relevant period and is denominated in metric tons. The Company does not use the sales volume of lubricants as an indicator.
The Company's markets include its physical supply operations in the United Arab Emirates, Gibraltar, Jamaica, Singapore, Northern Europe, Vancouver, Portland (U.K.), Trinidad and Tobago (Southern Caribbean), Tangiers (Morocco), Las Palmas, Tenerife, Panama, Hong Kong, Barcelona, Algeciras, US East Coast  and Greece, where the Company conducts operations through its related company, Aegean Oil.
5





4. Bunkering fleet comprises both bunkering vessels and barges.

5. Figure represents average bunkering fleet number for the relevant period, as measured by the sum of the number of days each bunkering tanker or barge was used as part of the fleet during the period divided by the cumulative number of calendar days in the period multiplied by the number of bunkering tankers at the end of the period.   This figure does not take into account non-operating days due to either scheduled or unscheduled maintenance.

6. Special Purpose Vessels consists of the Orion, a 550 dwt tanker which is based in our Greek market.

7. The Company owns one Aframax tanker, the Leader as a floating storage facility in the United Arab Emirates, a barge, the Mediterranean, as a floating storage facility in Greece and a small tanker, the Tapuit, as a floating storage facility in Northern Europe.  The Company also operates on-land storage facilities in Portland, Las Palmas, Tangiers, Panama, U.S.A. and Barcelona.
The ownership of storage facilities allows the Company to mitigate its risk of supply shortages. Generally, storage costs are included in the price of refined marine fuel quoted by local suppliers. The Company expects that the ownership of storage facilities will allow it to convert the variable costs of this storage fee mark-up per metric ton quoted by suppliers into fixed costs of operating its owned storage facilities, thus enabling the Company to spread larger sales volumes over a fixed cost base and to decrease its refined fuel costs.

8. Working capital is defined as current assets minus current liabilities. Working capital excluding cash and debt is defined as current assets minus cash and cash equivalents minus restricted cash minus current liabilities plus short-term borrowings plus current portion of long-term debt.

9. Net income as adjusted for non-cash items, such as depreciation, provision for doubtful accounts, restricted stock, amortization, deferred income taxes, loss on sale of vessels, net, impairment losses, unrealized loss/(gain) on derivatives and unrealized foreign exchange loss/(gain), net, is used to assist in evaluating our  ability to make quarterly cash distributions. Net income as adjusted for non-cash items is not recognized by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of the Company's performance required by accounting principles generally accepted in the United States.


Second Quarter 2014 Dividend Announcement
On August 13, 2014, the Company's Board of Directors declared a second quarter 2014 dividend of $0.01 per share payable on September 10, 2014 to shareholders of record as of August 27, 2014. The dividend amount was determined in accordance with the Company's dividend policy of paying cash dividends on a quarterly basis subject to factors including the requirements of Marshall Islands law, future earnings, capital requirements, financial condition, future prospects and such other factors as are determined by the Company's Board of Directors. The Company anticipates retaining most of its future earnings, if any, for use in operations and business expansion.

Conference Call and Webcast Information
Aegean Marine Petroleum Network Inc. will conduct a conference call and simultaneous Internet webcast on Thursday, August 14, 2014 at 8:30 a.m. Eastern Time, to discuss its second quarter results.  Investors may access the webcast and related slide presentation, by visiting the Company's website at www.ampni.com, and clicking on the webcast link.  The conference call also may be accessed via telephone by dialing (888) 389-5988 (for U.S.-based callers) or (719) 325-2429 (for international callers) and enter the passcode: 7807271.
6






A replay of the webcast will be available soon after the completion of the call and will be accessible on www.ampni.com.  A telephone replay will be available through Augst 28, 2014 by dialing (888) 203-1112 or (for U.S.-based callers) or (719) 457-0820 (for international callers) and enter the passcode: 7807271.


About Aegean Marine Petroleum Network Inc.
Aegean Marine Petroleum Network Inc. is an international marine fuel logistics company that markets and physically supplies refined marine fuel and lubricants to ships in port and at sea. The Company procures product from various sources (such as refineries, oil producers, and traders) and resells it to a diverse group of customers across all major commercial shipping sectors and leading cruise lines. Currently, Aegean has a global presence in 27 markets, including Vancouver, Montreal, Mexico, Jamaica, Trinidad and Tobago, Gibraltar, U.K., Northern Europe, Piraeus, Patras, the United Arab Emirates, Singapore, Morocco, the Antwerp-Rotterdam-Amsterdam (ARA) region, Las Palmas, Tenerife, Panama, Hong Kong, Barcelona, US East Coast and Algeciras. The Company has also entered into a strategic alliance to extend its global reach to China. To learn more about Aegean, visit http://www.ampni.com.

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

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

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


CONTACTS:
Aegean Marine Petroleum Network Inc.
(212) 430-1098

 
 
 
 

7


 
 
 
 
Exhibit 2
 

AEGEAN MARINE PETROLEUM NETWORK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS   AS OF DECEMBER 31, 2013 AND JUNE 30, 2014
(UNAUDITED)
(Expressed in thousands of U.S. dollars – except for share and per share data)
 
 
December 31, 2013
   
June 30, 2014
 
ASSETS
 
   
 
CURRENT ASSETS:
 
   
 
Cash and cash equivalents
 
$
62,575
   
$
106,929
 
Trade receivables, net of allowance for doubtful accounts of $2,622 and $3,094, as of December 31, 2013 and June 30, 2014, respectively
   
469,921
     
559,421
 
Due from related companies
   
14,654
     
17,335
 
Inventories
   
303,297
     
265,732
 
Prepayments and other current assets
   
38,707
     
36,832
 
Deferred tax asset
   
1,044
     
962
 
Restricted cash
   
6,532
     
13,128
 
Vessel held for sale
   
-
     
1,742
 
Total current assets
   
896,730
     
1,002,081
 
 
               
FIXED ASSETS:
               
Advances for vessels under construction and acquisitions
   
1,585
     
1,681
 
Advances for other fixed assets under construction
   
159,062
     
188,280
 
Vessels, cost
   
517,225
     
503,541
 
Vessels, accumulated depreciation
   
(95,696
)
   
(90,873
)
Other fixed assets, net
   
22,909
     
28,914
 
Total fixed assets
   
605,085
     
631,543
 
 
               
OTHER NON-CURRENT ASSETS:
               
Deferred charges, net
   
27,478
     
24,695
 
Intangible assets
   
18,830
     
16,775
 
Goodwill
   
66,031
     
66,031
 
Deferred tax asset
   
1,852
     
1,427
 
Other non-current assets
   
179
     
179
 
Total assets
   
1,616,185
     
1,742,731
 
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
               
CURRENT LIABILITIES:
               
Short-term borrowings
   
331,590
     
502,895
 
Current portion of long-term debt
   
34,983
     
38,746
 
Trade payables to third parties
   
231,235
     
187,917
 
Trade payables to related companies
   
10,508
     
13,698
 
Other payables to related companies
   
1,902
     
950
 
Derivative liability
   
839
     
1,359
 
Accrued and other current liabilities
   
41,220
     
33,163
 
Total current liabilities
   
652,277
     
778,728
 
 
               
NON-CURRENT LIABILITIES:
               
Long-term debt, net of current portion
   
416,744
     
402,303
 
Deferred tax liability
   
2,017
     
664
 
Derivative liability
   
470
     
569
 
Other non-current liabilities
   
931
     
904
 
Total non-current liabilities
   
420,162
     
404,440
 
 
               
COMMITMENTS AND CONTINGENCIES
               
 
               
STOCKHOLDERS' EQUITY:
               
Preferred stock, $0.01 par value; 25,000,000 shares authorized, none issued
   
-
     
-
 
Common stock, $0.01 par value; 100,000,000 shares authorized at December 31, 2013 and June 30, 2014; 49,243,659 and 50,219,409 shares issued and 47,272,020 and 48,247,770  shares outstanding at December 31, 2013 and June 30, 2014
   
492
     
502
 
Treasury stock $0.01 par value; 1,967,639 shares, repurchased at December 31, 2013 and  June 30, 2014
   
(29,327
)
   
(29,327
)
Additional paid-in capital
   
363,160
     
365,457
 
Retained earnings
   
209,130
     
222,594
 
Total  AMPNI stockholders' equity
   
543,455
     
559,226
 
 
               
Non-controlling interest
   
291
     
337
 
Total  equity
   
543,746
     
559,563
 
Total liabilities and equity
 
$
1,616,185
   
$
1,742,731
 

The accompanying notes are an integral part of these condensed consolidated financial statements
1


AEGEAN MARINE PETROLEUM NETWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2014
(UNAUDITED)
(Expressed in thousands of U.S. dollars – except for share and per share data)

 
 
Six Months Ended
June 30,
 
 
 
2013
   
2014
 
 
 
   
 
Revenues
 
   
 
Revenues – third parties
 
$
3,245,978
   
$
3,402,137
 
Revenues – related companies
   
16,337
     
12,441
 
Total Revenues
   
3,262,315
     
3,414,578
 
 
               
Cost of  Revenues
               
Cost of revenues– third parties
   
3,000,061
     
3,059,244
 
Cost of revenues – related companies
   
122,049
     
187,958
 
Total Cost of Revenues
   
3,122,110
     
3,247,202
 
 
               
Gross Profit
   
140,205
     
167,376
 
 
               
OPERATING EXPENSES:
               
Selling and Distribution
   
99,578
     
110,766
 
General and Administrative
   
14,240
     
16,463
 
Amortization of intangible assets
   
750
     
2,055
 
Loss/ (gain) on sale of vessels
   
3,780
     
(493
)
Vessel impairment charge
   
-
     
4,062
 
Total operating expenses
   
118,348
     
132,853
 
 
               
Operating income
   
21,857
     
34,523
 
 
               
OTHER INCOME/(EXPENSE):
               
Interest and finance costs
   
(13,264
)
   
(17,041
)
Interest income
   
28
     
51
 
Gain on sale of subsidiary
   
4,174
     
-
 
Foreign exchange gains, net
   
329
     
97
 
 
   
(8,733
)
   
(16,893
)
 
               
Income before provision for income taxes
   
13,124
     
17,630
 
 
               
Income taxes
   
(396
)
   
(3,165
)
 
               
Net  income
   
12,728
     
14,465
 
Net income attributable to non-controlling interest
   
2
     
46
 
Net  income attributable to AMPNI shareholders
 
$
12,726
   
$
14,419
 
 
               
Basic earnings per common share
 
$
0.27
   
$
0.30
 
Diluted earnings per common share
 
$
0.27
   
$
0.30
 
 
               
Weighted average number of shares, basic
   
45,670,903
     
46,215,011
 
Weighted average number of shares, diluted
   
45,670,903
     
46,215,011
 








The accompanying notes are an integral part of these condensed consolidated financial statements
2


AEGEAN MARINE PETROLEUM NETWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2014
(UNAUDITED)
(Expressed in thousands of U.S. dollars – except for share and per share data)


 
Common Stock
   
Treasury Stock
   
Additional Paid-in Capital
   
Retained Earnings
   
Non-Controlling Interest
   
Total
 
 
 
   
   
   
   
   
   
   
   
 
 
 
Number of Shares
   
Par Value
   
Number of Shares
   
Par Value
   
   
   
   
   
 
 
 
   
   
   
   
   
   
   
   
 
BALANCE, December 31, 2012
   
48,553,038
     
486
     
(1,971,639
)
   
(20
)
   
(29,307
)
   
345,556
     
183,951
     
3,852
   
$
504,518
 
 
                                                                       
- Net Income
   
-
     
-
     
-
     
-
     
-
     
-
     
12,726
     
2
     
12,728
 
- Dividends paid to non-controlling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(2,713
)
   
(2,713
)
- Dividends declared and paid ($0.02 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
(939
)
   
-
     
(939
)
- Share-based compensation
   
660,621
     
6
     
-
     
-
     
-
     
1,926
     
-
     
-
     
1,932
 
- Sale of subsidiary
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(815
)
   
(815
)
 
                                                                       
BALANCE, June 30, 2013
   
49,213,659
     
492
     
(1,971,639
)
   
(20
)
   
(29,307
)
   
347,482
     
195,738
     
326
   
$
514,711
 

 
 
 
Common Stock
   
Treasury Stock
   
Additional Paid-in Capital
   
Retained Earnings
   
Non-Controlling Interest
   
Total
 
 
 
   
   
   
   
   
   
   
   
 
 
 
Number of Shares
   
Par Value
   
Number of Shares
   
Par Value
   
   
   
   
   
 
 
 
   
   
   
   
   
   
   
   
 
 
 
   
   
   
   
   
   
   
   
 
BALANCE, December 31, 2013
   
49,243,659
     
492
     
(1,971,639
)
   
(20
)
   
(29,307
)
   
363,160
     
209,130
     
291
   
$
543,746
 
 
                                                                       
- Net income
   
-
     
-
     
-
     
-
     
-
     
-
     
14,419
     
46
     
14,465
 
- Dividends declared and paid ($0.02 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
(955
)
   
-
     
(955
)
- Share-based compensation
   
975,750
     
10
     
-
     
-
     
-
     
2,297
     
-
     
-
     
2,307
 
 
                                                                       
BALANCE, June 30, 2014
   
50,219,409
     
502
     
(1,971,639
)
   
(20
)
   
(29,307
)
   
365,457
     
222,594
     
337
     
559,563
 
 







The accompanying notes are an integral part of these consolidated financial statements
3


AEGEAN MARINE PETROLEUM NETWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2014
(UNAUDITED)

(Expressed in thousands of U.S. dollars)
 
 
 
 
Six Months Ended June 30,
 
 
 
2013
   
2014
 
Cash flows from operating activities:
 
   
 
Net income
 
$
12,728
   
$
14,465
 
Adjustments to reconcile net income to net cash used in operating activities:
               
Depreciation
   
10,127
     
10,549
 
(Release of) / Provision of  doubtful accounts
   
(431
)
   
472
 
Share-based compensation
   
1,932
     
2,307
 
Amortization
   
4,438
     
6,999
 
Net deferred tax expense /( benefit)
   
150
     
(846
)
Unrealized (gain) loss on derivatives
   
(178
)
   
619
 
Loss/ (gain) on sale of vessels, net
   
3,780
     
(493
)
Gain on sale of subsidiary
   
(4,174
)
   
-
 
Vessel impairment charge
   
-
     
4,062
 
Unrealized foreign exchange gain
   
(143
)
   
(68
)
 Decrease / (Increase) in:
               
Trade receivables
   
(22,375
)
   
(89,776
)
Due from related companies
   
(2,247
)
   
(2,681
)
Inventories
   
(19,921
)
   
37,565
 
Prepayments and other current assets
   
(436
)
   
1,875
 
Increase/ (Decrease) in:
               
Trade payables
   
3,571
     
(40,128
)
Other payables to related companies
   
904
     
(952
)
Accrued and other current liabilities
   
(324
)
   
(7,359
)
Decrease in other non-current assets
   
50
     
-
 
Increase in other non-current liabilities
   
141
     
361
 
Payments for dry-docking
   
(4,634
)
   
(3,804
)
Net cash used in operating activities
   
(24,184
)
   
(66,833
)
 
               
Cash flows from investing activities:
               
Advances for vessels under construction
   
-
     
(96
)
Vessel acquisitions
   
-
     
(7,587
)
Advances for other fixed assets under construction
   
(37,094
)
   
(28,385
)
Proceeds from sale of subsidiary, net of cash surrendered
   
6,149
     
-
 
Net proceeds from sale of vessels
   
7,990
     
3,100
 
Purchase of other fixed assets
   
(456
)
   
(7,204
)
Decrease/ (Increase) in restricted cash
   
50
     
(6,596
)
Net cash used in investing activities
   
(23,361
)
   
(46,768
)
 
               
Cash flows from financing activities:
               
Proceeds from long-term debt
   
11,000
     
119,455
 
Repayment of long-term debt
   
(67,150
)
   
(16,179
)
Repayment of capital lease obligation
   
(600
)
   
(395
)
Net change in short-term borrowings
   
93,795
     
56,305
 
Financing costs paid
   
-
     
(80
)
Dividends paid to non-controlling interest
   
(2,713
)
   
-
 
Dividends paid
   
(939
)
   
(955
)
Net cash  provided by financing activities
   
33,393
     
158,151
 
 
               
Effect of exchange rate changes on cash and cash equivalents
   
(219
)
   
(196
)
 
               
Net (decrease)/ increase in cash and cash equivalents
   
(14,371
)
   
44,354
 
Cash and cash equivalents at beginning of period
   
77,246
     
62,575
 
Cash and cash equivalents at  end of period
 
$
62,875
     
106,929
 
 
               
 
               
 
               
 
               

The accompanying notes are an integral part of these condensed consolidated financial statements
4

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

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


1. Basis of Presentation and General Information:

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

These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Operating results for the six months ended June 30, 2014 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2014.

These unaudited condensed consolidated financial statements presented in this report should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 20-F for the year ended December 31, 2013.

2. Significant accounting policies:

A discussion of the Company's significant accounting policies can be found in the Company's consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2013. There have been no material changes to these policies in the six-month period ended June 30, 2014, except for an additional accounting policy, which is as follows:

Assets Held for Sale: It is the Company's policy to dispose of vessels when suitable     opportunities occur and not necessarily to keep them until the end of their useful life. The Company classifies vessels as being held for sale when the following criteria are met: (i) management possessing the necessary authority has committed to a plan to sell the vessels, (ii) the vessels are available for immediate sale in their present condition, (iii) an active program to find a buyer and other actions required to complete the plan to sell the vessels have been initiated, (iv) the sale of the vessels is probable, and transfer of the asset is expected to qualify for recognition as a completed sale within one year and (v) the vessels are being actively marketed for sale at a price that is reasonable in relation to their current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Vessels classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. These vessels are not depreciated once they meet the criteria to be classified as held for sale. Furthermore, in the period a vessel meets the held for sale criteria in accordance with ASC 360-10, a loss is recognized for any reduction of the vessel's carrying amount to its fair value less cost to sell.
5

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

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



New accounting pronouncements

Revenue from Contracts with Customers: On May 28, 2014, the Financial Accounting Standards Board issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under generally accepted accounting principles in the United States. The core principal of the new standard is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard is effective e for annual and interim periods beginning after December 15, 2016 and early adoption is prohibited. The Company has not yet determined what impact, if any, the adoption of the new standard will have on its consolidated financial position, results of operations or cash flows


 3.       Trade Accounts Receivables Factoring Agreement

In connection with the factoring agreement, renewed on November 12, 2013 and valid until November 14, 2014, the Company sold $281,627 and $275,783 of trade accounts receivable during the periods ended June 30, 2013 and 2014, respectively, net of servicing fees of $790 and $708, included in the consolidated statements of income.


4. Inventories:

The amounts shown in the accompanying condensed consolidated balance sheets are analyzed as follows:

 
 
December 31, 2013
   
June 30,
2014
 
Held for sale:
 
   
 
   Marine Fuel Oil
 
$
270,066
   
$
224,558
 
   Marine Gas Oil
   
27,812
     
37,016
 
 
   
297,878
     
261,574
 
Held for consumption:
               
   Marine fuel
   
4,477
     
3,191
 
   Lubricants
   
809
     
774
 
   Stores
   
20
     
15
 
   Victuals
   
113
     
178
 
 
   
5,419
     
4,158
 
Total
 
$
303,297
   
$
265,732
 

6

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

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



5. Advances for Vessels under Construction and Acquisitions:

During the six months ended June 30, 2014, the movement of the account, advances for vessels under construction and acquisitions, was as follows:

Balance, December 31, 2013
 
$
1,585
 
Advances for vessels under construction and related costs
   
96
 
Balance, June 30, 2014
 
$
1,681
 

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


6. Advances for Other Fixed Assets under Construction:

Fujairah in-land storage facility: In July 2010, the Company assumed a 25-year terminal lease agreement, as a result of the transfer of all the shares of Aegean Oil Terminal Corporation from a related party. The agreement, signed by the Company's subsidiary, Aegean Oil Terminal Corporation, and the Municipality of Fujairah will be automatically renewed for an additional 25 years and was assumed to build an in-land storage facility in the United Arab Emirates. The Company is expected to complete the construction of the new facility in the second half of 2014 and the payments of the contractual amounts are made with the progress of the construction.  As of June 30, 2014, the Company has paid advances for construction of the in-land storage facility amounting to $177,693 and we capitalized interest of amount $10,587. The contractual obligations arising from signed contracts relating to this project after June 30, 2014 are approximately $8,000 for 2014.


7. Vessels:

During the six months ended June 30, 2014, the movement of the account vessels was as follows:
 
 
Vessel Cost
   
Accumulated Depreciation
   
Net Book Value
 
Balance, December 31, 2013
 
$
517,225
     
(95,696
)
 
$
421,529
 
- Vessel acquired and delivered
   
7,587
     
-
     
7,587
 
- Depreciation
   
-
     
(9,350
)
   
(9,350
)
- Vessels sold
   
(9,147
)
   
6,687
     
(2,460
)
- Reclassified to held for sale
   
(8,214
)
   
7,486
     
(728
)
- Impairment charge
   
(3,910
)
   
-
     
(3,910
)
Balance, June 30, 2014
 
$
503,541
     
(90,873
)
 
$
412,668
 

7

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

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



On March 10, 2014, the Company entered into a Memorandum of Agreement to sell Aegean Flower, a 6,523 dwt double hull bunkering tanker, to a third-party purchaser, for a contracted sales price of $2,000. The vessel was delivered to its new owners on April 1, 2014. As of March 31, 2014, the vessel Aegean Flower was classified as asset held for sale and was recorded at the lower of its carrying amount and fair value less cost to sell.  The resulting impairment loss of $4,062 is included under "Vessel impairment charge" in the accompanying condensed consolidated statements of income.

On March 25, 2014, the Company's subsidiary, Aegean Barges NV, took delivery of a Belgian-flagged 4,100 dwt (built in 2006) in-land waterway double hull bunkering tanker, the Elveba (renamed "New Jersey"), to deploy in the A.R.A. region. The vessel was purchased from a third-party purchaser for $7,587 (€5,500,000).

On March 28, 2014, the Company completed the sale of the vessel Aegean X to an unaffiliated third-party purchaser for an aggregate price of $1,700. The gain on sale of $493 was calculated as the net sales price less the carrying value of the vessel of $460 and the carrying value of unamortized dry-docking costs of $747. This gain is included under the gain on sale of vessels in the accompanying condensed consolidated statements of income.

On May 27, 2014, the Company entered into a Memorandum of Agreement to sell Aegean XI, an 11,050 dwt double hull bunkering tanker, to a third-party purchaser, for a contracted sales price of $2,500. The vessel was delivered to its new owners on July 3, 2014. As of June 30, 2014, the vessel Aegean XI was classified as asset held for sale and was recorded at its carrying value of $1,742 which was calculated as the carrying value of the vessel of $728 and the carrying value of unamortized dry-docking costs of $1,024.

8. Other Fixed Assets:

The amounts in the accompanying condensed consolidated balance sheets are analyzed as follows:

 
 
Land
   
Buildings
   
Other
   
Total
 
Cost, December 31, 2013
 
$
9,036
   
$
3,459
   
$
13,196
   
$
25,691
 
- Additions
   
-
     
-
     
7,204
     
7,204
 
- Disposals
   
-
     
-
     
(33
)
   
(33
)
Cost, June 30, 2014
   
9,036
     
3,459
     
20,367
     
32,862
 
 
                               
Accumulated depreciation, December 31, 2013
   
-
     
(519
)
   
(2,263
)
   
(2,782
)
- Depreciation expense
   
-
     
(41
)
   
(1,158
)
   
(1,199
)
- Disposals
   
-
     
-
     
33
     
33
 
Accumulated depreciation, June 30, 2014
   
-
     
(560
)
   
(3,388
)
   
(3,948
)
 
                               
Net book value, December 31, 2013
   
9,036
     
2,940
     
10,933
     
22,909
 
Net book value, June 30, 2014
 
$
9,036
   
$
2,899
   
$
16,979
   
$
28,914
 

8

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

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



9. Deferred Charges:

During the six months ended June 30, 2014, the movement of the account deferred charges was as follows:
 
 
Dry-docking
   
Financing Costs
   
Total
 
Balance, December 31, 2013
 
$
16,993
   
$
10,485
   
$
27,478
 
- Additions
   
3,713
     
80
     
3,793
 
- Disposals
   
(747
)
   
-
     
(747
)
- Reclassified to held for sale
   
(1,014
)
   
-
     
(1,014
)
- Impairment charge
   
(152
)
   
-
     
(152
)
- Amortization for the period
   
(3,018
)
   
(1,645
)
   
(4,663
)
Balance, June 30, 2014
 
$
15,775
   
$
8,920
   
$
24,695
 

The amortization for dry-docking costs is included in cost of revenue and in selling and distribution cost in the accompanying condensed consolidated statements of income, according to their function. The amortization of financing costs is included in interest and finance costs in the accompanying condensed consolidated statements of income.

10. Goodwill and intangible assets:

Goodwill: Goodwill identified represents the purchase price in excess of the fair value of the identifiable net assets of the acquired business at the date of acquisition. The Company calculated the fair value of the reporting unit using the discounted cash flow method, and determined that the fair value of the reporting unit exceeded its book value including the goodwill. The discounted cash flows calculation is subject to management judgment related to revenue growth, capacity utilization, the weighted average cost of capital (WACC), of approximately 7%, and the future price of marine fuel products. No impairment loss was recorded at June 30, 2014.
Intangible assets: The Company has identified finite-lived intangible assets associated with concession agreements acquired with the purchase of the Portland subsidiary, the Las Palmas and Panama sites, a non-compete covenant acquired with the Aegean NWE business and a below market time charter on a barging vessel, acquired with the U.S. East Coast business. The values recorded have been recognized at the date of the acquisition and are amortized on a straight line basis over their useful life.
9

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

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



The amounts in the accompanying condensed consolidated balance sheets are analyzed as follows:
 
   
   
Below Market Acquired Time Charter
   
Concession agreements
   
Non-compete covenant
   
Total
 
Cost as per
   
December 31, 2013
   
$
1,915
   
$
19,797
   
$
3,365
   
$
25,077
 
   
 
 
June 30, 2014
     
1,915
     
19,797
     
3,365
     
25,077
 
Accumulated Amortization as per
   
December 31, 2013
     
(94
)
   
(4,214
)
   
(1,939
)
   
(6,247
)
   
 
 
June 30, 2014
     
(1,402
)
   
(4,701
)
   
(2,199
)
   
(8,302
)
NBV as per
   
December 31, 2013
     
1,821
     
15,583
     
1,426
     
18,830
 
   
 
 
June 30, 2014
     
513
     
15,096
     
1,166
     
16,775
 
Amortization Schedule
   
July 1, to December 31, 2014
     
513
     
499
     
257
     
1,269
 
   
 
   
2015
     
-
     
988
     
517
     
1,505
 
   
 
   
2016
     
-
     
988
     
392
     
1,380
 
   
 
   
2017
     
-
     
988
     
-
     
988
 
   
 
   
2018
     
-
     
988
     
-
     
988
 
   
 
 
Thereafter
     
-
     
10,645
     
-
     
10,645
 


 

 






10

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

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


11. Total Debt:

The amounts comprising total debt are presented in the accompanying condensed consolidated balance sheet as follows:
 
 
Loan Facility
 
December 31,
2013
   
June 30,
2014
 
Short-term borrowings:
 
   
 
Revolving overdraft facility dated 7/26/2013
 
$
7,993
   
$
6,993
 
Trade credit facility dated 8/9/2013
   
20,853
     
-
 
Revolving credit facility dated 11/16/2013
   
65,120
     
-
 
Revolving credit facility dated 9/1/2013
   
28,467
     
-
 
Revolving credit facility dated 5/10/2013
   
109,871
     
-
 
Security agreement dated dated 12/17/2013
   
99,286
     
146,199
 
Borrowing base facility agreement dated 9/19/2013
   
-
     
349,703
 
Total short-term borrowings
 
$
331,590
   
$
502,895
 
 
Long-term debt:
               
Secured syndicated term loan dated 8/30/2005
 
$
22,539
   
$
21,340
 
Secured term loan facility under
senior secured credit facility dated 12/19/2006
   
17,020
     
15,620
 
Secured term loan dated 10/25/2006
   
19,019
     
18,275
 
Secured term loan dated 10/27/2006
   
12,376
     
11,764
 
Secured syndicated term loan dated 10/30/2006
   
49,374
     
47,660
 
Secured term loan dated 9/12/2008
   
29,675
     
27,538
 
Secured syndicated term loan dated 4/24/2008
   
27,555
     
26,573
 
Secured syndicated term loan dated 7/8/2008
   
3,971
     
3,088
 
Secured term loan dated 4/1/2010
   
1,922
     
1,735
 
Secured term loan dated 4/1/2010
   
275
     
-
 
Roll over agreement dated 4/1/2010
   
6,386
     
6,072
 
Corporate credit facility dated 3/11/2013
   
73,500
     
67,700
 
Senior convertible notes
   
73,115
     
74,229
 
Trade credit facility dated 8/9/2013
   
115,000
     
-
 
Borrowing base facility agreement dated 9/19/2013
   
-
     
115,000
 
Roll over agreement dated 3/21/2014
   
-
     
4,455
 
Total
   
451,727
     
441,049
 
Less:  Current portion of long-term debt
   
(34,983
)
   
(38,746
)
Long-term debt, net of current portion
 
$
416,744
   
$
402,303
 

The above dates show the later of the date of the facility, the date of the most recent renewal or the date the loan was assumed by the Company.
On March 21, 2014, the Company signed a roll over loan agreement with a bank for the purpose of financing its new secondhand vessel New Jersey for an amount of $4,545 and bears interest at LIBOR plus 2.80%. The credit facility is repayable in forty quarterly installments.

Details of the Company's credit facilities are discussed in notes 14 and 15 of the Company's Consolidated Financial Statements for the year ended December 31, 2013 included in the Company's Annual Report on Form 20-F.
As at June 30, 2014, the Company was in compliance with all of its covenants contained in its credit facilities.
11

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

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



The annual principal payments of long-term debt required to be made after June 30, 2014 is as follows:


 
 
Amount
 
July 1 to December 31, 2014
 
$
19,523
 
2015
   
38,706
 
2016
   
153,782
 
2017
   
44,281
 
2018
   
112,245
 
2019 and thereafter
   
84,533
 
Total principal payments
   
453,070
 
Less: Unamortized portion of notes' discount
   
(12,021
)
Total long-term debt
 
$
441,049
 
 
       


12. Derivatives and fair value measurements:

The Company uses derivatives in accordance with its overall risk management strategy.  The changes in the fair value of these derivatives are recognized immediately through earnings.

The following describes the Company's derivative classifications: The Company enters into interest rate swap contracts to economically hedge its exposure to variability in its floating rate long-term debt.  Under the terms of the interest rate swaps, the Company and the bank agreed to exchange at specified intervals the difference between paying fixed rate and floating rate interest amount calculated by reference to the agreed principal amount and maturity.  Interest rate swaps allow the Company to convert long-term borrowings issued at floating rates to equivalent fixed rates.

As of December 31, 2013 and June 30, 2014, the Company has entered into the following 15 year interest rate swap arrangement with a call option for the bank to terminate it after 5 years duration, on March 31, 2016:

As of December 31, 2013:
   
   
   
   
 
Interest Rate Index
 
Principal Amount
   
Fair Value/Carrying Amount of Liability
   
Weighted-average remaining term
   
Fixed Interest Rate
 
U.S. Dollar-denominated Interest Rate Swap
Euribor
 
$
6,386
   
$
470
     
12.25
     
2.35
%

12

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

 (Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
As of June 30, 2014:
Interest Rate Index
 
Principal Amount
   
Fair Value/Carrying Amount of Liability
   
Weighted-average remaining term
   
Fixed Interest Rate
 
U.S. Dollar-denominated Interest Rate Swap
 
Euribor
 
$
6,072
   
$
569
     
11.76
     
2.35
%

The Company is exposed to credit loss in the event of non-performance by the counterparty to the interest rate swap agreement. In order to minimize counterparty risk, the Company enters into derivative transactions with counterparties that are rated AAA or at least A at the time of the transactions.

The Company uses fuel pricing contracts to hedge exposure to changes in the net cost of marine fuel purchases. The Company has the right of offset with the counterparty of the fuel pricing contracts, and settles outstanding balances on a monthly basis.  Therefore, these amounts are presented on a net basis in the condensed consolidated balance sheets (on a gross basis: an asset of $61 and a liability of $900, as of December 31, 2013 and an asset of $911 and a liability of $2,270 as of June 30, 2014).

The following table presents information about our derivative instruments measured at fair value and their locations on the condensed consolidated balance sheets:
 
 
   
As of
 
Balance Sheet Location
 
December 31, 2013
   
June 30,
2014
 
 
Fuel pricing contracts
Derivative liabilities, current
 
$
(839
)
 
$
(1,359
)
Interest rates contracts
Derivative liabilities, non-current
 
$
(470
)
 
$
(569
)
 
 
 

The following table presents the effect and financial statement location of our derivative instruments on our condensed consolidated statements of income for the six months ended June 30, 2013 and 2014:
 
Six months ended June 30,
 
Income/ (Loss)
Statements of Income Location
 
2013
   
2014
 
 
 
 
   
 
Fuel pricing contracts
Cost of  revenue - third parties
 
$
(284
)
 
$
(4,671
)
Interest rate contracts
Interest and finance costs
   
102
     
(130
)
Total
 
 
$
(182
)
 
$
(4,801
)


The following table sets forth by level our assets / liabilities that are measured at fair value on a recurring basis.  As required by the fair value guidance, assets / liabilities are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement.
13

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

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




     
Fair value measurements at December 31, 2013
 
Liabilities
 
Total
   
Quoted prices in active markets
(Level 1)
   
Significant other observable inputs
(Level 2)
   
Significant unobservable inputs
(Level 3)
 
Interest Rate Swap
 
$
470
   
$
-
   
$
470
   
$
-
 
Fuel pricing contracts
 
$
839
     
-
   
$
839
     
-
 
 
                               
Total
 
$
1,309
   
$
-
   
$
1,309
   
$
-
 
         
Fair value measurements at June 30, 2014
 
Liabilities
 
Total
   
Quoted prices in active markets
(Level 1)
   
Significant other observable inputs
(Level 2)
   
Significant unobservable inputs
(Level 3)
 
Interest Rate Swap
 
$
569
   
$
-
   
$
569
   
$
-
 
Fuel pricing contracts
 
$
1,359
     
-
   
$
1,359
     
-
 
 
                               
Total
 
$
1,928
   
$
-
   
$
1,928
   
$
-
 


The fair value of the interest rate swaps is determined using the discounted cash flow method based on market-based Euribor rates swap yield curves, taking into account current interest rates. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility, and correlations of such inputs.


The Company uses observable inputs to calculate the mark-to-market valuation of the fuel pricing derivatives. Fuel pricing contracts are valued using quoted market prices of the underlying commodity. During the periods ended June 30, 2013 and 2014, the Company entered into fuel pricing contracts for 639,700 metric tons and 1,666,600 metric tons, respectively.

The Company's derivatives trade in over the counter markets, and as such, model inputs are generally observable and do not require significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.


The carrying amounts of cash and cash equivalents, trade accounts receivable, and trade accounts payable reported in the consolidated balance sheets approximate their respective fair values because of the short term nature of these accounts. The fair value of revolving credit facilities is estimated based on current rates offered to the Company for similar debt of the same remaining maturities. The carrying value approximates the fair market value for the floating rate loans due to their variable interest rate, being EURIBOR or LIBOR. LIBOR and EURIBOR rates are observable at commonly quoted intervals for the full terms of the loans and hence floating rate loans are considered Level 2 items in accordance with the fair value hierarchy.
14

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

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







13. Revenues and Cost of Revenues:

The amounts in the accompanying condensed consolidated statements of income are analyzed as follows:
 
 
Six Months Ended June 30,
 
 
 
2013
   
2014
 
 
 
   
 
Sales of marine petroleum products
 
$
3,239,312
   
$
3,378,926
 
Voyage revenues
   
10,213
     
15,277
 
Other revenues
   
12,790
     
20,375
 
Total Revenues
   
3,262,315
     
3,414,578
 
 
               
Cost of marine petroleum products
   
3,112,866
     
3,227,592
 
Cost of voyage revenues
   
6,728
     
7,685
 
Cost of other revenues
   
2,516
     
11,925
 
Total Cost of Revenues
 
$
3,122,110
   
$
3,247,202
 

Included in the cost of revenues is depreciation of $956 and $1,224 for the six months ended June 30, 2013 and 2014, respectively.


14. Selling and Distribution:

The amounts in the accompanying condensed consolidated statements of income are analyzed as follows:
 
 
Six Months Ended June 30,
 
 
 
2013
   
2014
 
 
 
   
 
Salaries
 
$
30,449
   
$
29,745
 
Depreciation
   
8,880
     
8,382
 
Vessel hire charges
   
6,525
     
16,034
 
Amortization of dry-docking costs
   
3,257
     
2,807
 
Vessel operating expenses
   
18,430
     
17,352
 
Bunkers consumption
   
17,471
     
16,204
 
Storage costs
   
7,206
     
12,464
 
Broker commissions
   
1,945
     
2,169
 
(Release of)/ Provision for doubtful accounts
   
(350
)
   
472
 
Other
   
5,765
     
5,137
 
Selling and Distribution expenses
 
$
99,578
   
$
110,766
 

15

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

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



15. General and Administrative:

The amounts in the accompanying condensed consolidated statements of income are analyzed as follows:
 
 
 
Six Months Ended June 30,
 
 
 
2013
   
2014
 
 
 
   
 
Salaries
 
$
6,204
   
$
6,600
 
Depreciation
   
291
     
943
 
Office expenses
   
7,745
     
8,920
 
General and Administrative expenses
 
$
14,240
   
$
16,463
 
 
16.
Commitments and Contingencies:

Lease Commitments: The Company leases certain property under operating leases, which require the Company to pay maintenance, insurance and other expenses in addition to annual rentals. The minimum annual payments under all noncancelable operating leases at June 30, 2014 are as follows:

July 1 to December 31, 2014
 
$
14,529
 
2015
   
29,060
 
2016
   
28,746
 
2017
   
28,671
 
2018
   
27,362
 
Thereafter
   
171,239
 
Total minimum annual payments under all noncancelable operating leases
 
$
299,607
 

Rent expense under operating leases was $7,933 and $15,926 for the six months period ended June 30, 2013 and 2014, respectively.

Legal Matters: In November 2005, an unrelated party filed a declaratory action against one of the Company's subsidiaries before the First Instance Court of Piraeus, Greece. The plaintiff asserted that he was instrumental in the negotiation of the Company's eight-year Fuel Purchase Agreement with a government refinery in Jamaica and sought a judicial affirmation of his alleged contractual right to receive a commission of $0.01 per metric ton of marine fuel over the term of the contract. In December 2008, the First Instance Court of Piraeus dismissed the plaintiff's action as vague and inadmissible, however the Company appealed that decision on the grounds that there was no contract between the Company and the plaintiff and that the court lacked jurisdiction. While the action was pending in Greece, the plaintiff commenced a new action involving the same cause of action before the Commercial Court of Paris, France, which dismissed that action in June 2009. The plaintiff's appeal of the dismissal was denied by the Paris Court of Appeal in February 2010. In January 2012, the plaintiff commenced a new action relating to the same allegations before the Commercial Court of Paris, which was dismissed on June 27, 2012 in favor of the competence and jurisdiction of the Greek courts. In July 2012, the plaintiff filed a "contredit," an appeal procedure under French law. On November 2013, the Court held that the matter is not pending in Greece that would allow the French courts to decline jurisdiction to the benefit of the Greek proceedings. As a consequence the case is to return to the Commercial Court of Paris which should have to examine the admissibility of Mr Varouxis' claim in France with the relevant pleadings procedurally scheduled to be filled by the parties on September 2, 2014. The Company believes that this matter fails for lack of jurisdiction and is unwarranted and lacking in merit.  The Company believes that the outcome of this lawsuit will not have a material effect on its operations and financial position.
16

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

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



In May, 2013, on the order of STX Corporation ("STX Corp.")., the Company supplied bunkers to the vessel UNICO SIENNA in the Port of Singapore.  The invoice for those bunkers totaled approximately $323.  STX Corp. has filed for reorganization in Korea, and has filed for protection under Chapter 15 of the U.S. Bankruptcy Code. The Company believes that has maritime liens against this vessel, and has arrested the UNICO SIENNA in Panama to enforce its maritime lien against it. The Company intends to exercise its remedies for recovery of the unpaid amounts and believes that it will recover the full amount due.

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

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 these condensed consolidated financial statements. The Company's Protection and Indemnity ("P&I") insurance policies cover third-party liability and other expenses related to injury or death of crew, passengers and other third parties, loss or damage of cargo, claims arising from collisions with other vessels, damage to other third-party property, and pollution arising from oil or other substances.  The Company's coverage under the P&I insurance policies, except for pollution, are unlimited. Coverage for pollution is $1,000,000 per vessel per incident.


17. Equity Incentive Plan:

The Company measures stock-based compensation cost at grant date, based on the estimated fair value of the award which is determined by the closing price of the Company's common stock traded on the NYSE on the grant date, and recognizes the cost as expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. The expense is recorded in the general and administrative expenses in the accompanying condensed consolidated statements of income. Aegean is incorporated in a non-taxable jurisdiction and accordingly, no deferred tax assets are recognized for these stock-based incentive awards.

All grants of nonvested stock issued under the 2006 Plan are subject to accelerated vesting upon certain circumstances set forth in the 2006 Plan.
17

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

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



The following table summarizes the status of the Company's non-vested shares outstanding for the six months ended June 30, 2014:

 
 
Non-vested Stock
   
Weighted Average Grant Date Market Price
 
January 1, 2014
   
1,569,102
   
$
8.52
 
Awarded
   
977,500
     
9.83
 
Vested
   
(615,769
)
   
8.52
 
Forfeited
   
(1,750
)
   
7.25
 
June 30, 2014
   
1,929,083
   
$
9.18
 

Total compensation cost of $2,307 was recognized and included in the general and administrative expenses under accompanying condensed consolidated statements of income for the six months ended June 30, 2014.
As of June 30, 2014, there was $11,715 of total unrecognized compensation cost related to nonvested share-based compensation awards. This unrecognized compensation at June 30, 2014, is expected to be recognized as compensation expense over a weighted average period of 1.3 years as follows:

 
 
Amount
 
July 1 to December 31, 2014
 
$
6,344
 
2015
   
4,231
 
2016
   
1,057
 
2017
   
83
 
 
 
$
11,715
 


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 period using the two class method. The computation of diluted earnings per share assumes the granting of non-vested share-based compensation awards (refer to Note 17), 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.

As of June 30, 2013 and 2014, the Company excluded 1,560,502 and 1,929,083 non vested shares, respectively, as anti-dilutive. Non-vested share-based payment awards that contain rights to receive non forfeitable dividends or dividend equivalents (whether paid or unpaid) and participate equally in undistributed earnings are participating securities, and thus, are included in the two-class method of computing earnings per share.

The treasury stock method is used in calculating diluted earnings per share for the Notes as the Company expects to settle the principal in cash.
18

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

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



The components of the calculation of basic earnings per common share and diluted earnings per common share are as follows:

 
 
Six Months Ended June 30,
 
 
 
2013
   
2014
 
 
 
   
 
Net and diluted income
 
$
12,726
   
$
14,419
 
 
               
Less: Dividends declared and undistributed earnings allocated to unvested shares
   
(346
)
   
(526
)
Basic and diluted income
available to common stockholders
   
12,380
     
13,893
 
 
               
Basic weighted average number
of common shares outstanding
   
45,670,903
     
46,215,011
 
 
               
Diluted weighted average number
of common shares outstanding
   
45,670,903
     
46,215,011
 
 
               
Basic earnings per common share
 
$
0.27
   
$
0.30
 
Diluted earnings per common share
 
$
0.27
   
$
0.30
 
 
19.   Income Taxes:

The Company operates through its subsidiaries, which are subject to several tax jurisdictions. The income tax (expense) / benefit for the periods presented and the respective effective tax rates for such periods are as follows:

 
 
Six Months Ended June 30,
 
 
 
2013
   
2014
 
Current tax expense
 
$
246
   
$
4,011
 
Net deferred tax expense/ (benefit)
   
150
     
(846
)
Income tax expense
 
$
396
   
$
3,165
 
Effective tax rate
 
   
45.62
%
   
42.54
%
 
               

Our provision for income taxes for each of the six-month periods ended June 30, 2013 and 2014 was calculated for our Belgian, Canadian and U.S. companies that are subject to federal and state income taxes.
19

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

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



The reconciliation between the statutory tax expense on income from continuing operations to the income tax expense recorded in the financial statements is as follows:

 
 
 
Six Months Ended June 30,
 
 
 
2013
   
2014
 
Income tax expense on profit before tax at statutory rates
 
$
258
   
$
3,352
 
Effect of permanent differences
   
138
     
(187
)
Total tax expense
 
$
396
   
$
3,165
 

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


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.
The Company is domiciled in the Marshall Islands but provides no services in that location. It is impracticable to disclose revenues from external customers attributable to individual foreign countries because where the customer is invoiced is not necessarily the country of domicile. In addition, due to the nature of the shipping industry, where services are provided on a worldwide basis, the country of domicile of the customer does not provide useful information regarding the risk that this disclosure is intended to address.
The Company's long-lived assets mainly consist of bunkering tankers which are positioned across the Company's existing territories and which management, including the chief operating decision maker, 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.

20

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

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



21. Sale of Subsidiary:

On February 25, 2013, the Company entered into an agreement with a third-party to sell its ownership interest (55.5%) in Aegean Oil Terminals (Panama). The remaining interest had been previously presented as a non-controlling interest on the consolidated financial statements. Under the terms of the agreement, an amount of $6,318 was paid to the Company. Also, an amount of $3,384 was distributed from Aegean Oil Terminals as dividends to Aegean and an amount of $2,713 to the non-controlling interest in accordance with the ownership interests. The Company's gain from the sale of its ownership interest in Aegean Oil Terminals is included in Gain on sale of subsidiary on the accompanying condensed consolidated statement of income. The net effect of the cash received from the sale and the transfer of cash balances to the owners is reflected in Proceeds from Sale of subsidiary, net of cash surrendered in the investing activities of the consolidated statement of cash flows.

Under a separate agreement with the purchaser, the Company simultaneously agreed to lease from the purchaser fuel storage facilities at the ports of Panama.


22. Subsequent Events:

Sale of vessels: On July 3 and August 5, 2014, the Company completed the sale and delivered the double hull bunkering tankers Aegean XI and Aegean XII, of deadweight 11,050 and 3,680, respectively, to third-party purchasers. The vessels were sold for a total amount of $3,400, resulting in a net loss of approximately $4,300.

Agreement for sale of vessel: On July 30, 2014, the Company entered into an agreement to sell its single hull bunkering barge PT36, of deadweight 3,730, to third-party purchaser for an amount of $450. The expected gain from the sale is approximately $300.

21