CONTACTS: |
|
Aegean Marine Petroleum Network Inc. |
Investor Relations: |
(212) 763-5665 |
Leon Berman, Principal |
investor@ampni.com |
The IGB Group |
|
(212) 477-8438 |
Aegean Marine Petroleum Network Inc.
Announces Second Quarter 2009 Financial Results
Second Quarter Sales Volumes Increase 21.6%
PIRAEUS, Greece, August 12, 2009 – Aegean Marine Petroleum Network Inc. (NYSE: ANW) today announced financial and operating results for the second quarter ended June 30, 2009.
Second Quarter and Year-to-Date Highlights
· |
Increased sales volumes by 21.6% to 1,498,937 metric tons in Q2 2009, compared to 1,232,438 metric tons for Q2 2008. |
· |
Expanded net revenues to $47.2 million. |
· |
Recorded operating income of $17.6 million, including a non-recurring gain of $4.2 million on the sale of vessels. Recurring operating income was $13.4 million. |
· |
Reported net income of $16.3 million, or $0.38 basic and diluted earnings per share. Net income, excluding the gain on sale of vessels, was $12.1 million, or $0.29 basic and $0.28 diluted earnings per share. |
· |
Continued expanding global presence and infrastructure: |
o |
Initiated operations in Trinidad & Tobago. |
o |
Acquired three double-hull bunkering vessels. |
The Company recorded net income of $16.3 million, or $0.38 basic and diluted earnings per share, for the three months ended June 30, 2009. Net income, adjusted for a $4.2 million gain from sale of vessels, was $12.1 million, or $0.29 basic and $0.28 diluted earnings per share. For purposes of comparison, the Company reported
net income of $9.9 million, or $0.23 basic and diluted earnings per share, for the three months ended June 30, 2008. The weighted average basic and diluted shares outstanding for the three months ended June 30, 2009 were 42,576,830 and 42,728,588, respectively. The weighted average basic and diluted shares outstanding for the three months ended June 30, 2008 were 42,495,020 and 42,644,708, respectively.
Total revenues for the three months ended June 30, 2009, decreased by 26.8% to $542.6 million compared to $741.0 million for the same period in 2008. For the three months ended June 30, 2009, sales of marine petroleum products decreased by 27.1% to $538.2 million compared to $738.6 million for the year-earlier period. Net revenue,
which equals total revenue less cost of goods sold and cargo transportation expenses, increased 13.2% to $47.2 million in the second quarter of 2009 compared to $41.7 million in the year-earlier period.
Results for the second quarter of 2009 were primarily driven by a 9.2% increase in the gross spread on marine petroleum products to $42.9 million compared to $39.3 million for the same period in 2008.
For the three months ended June 30, 2009, the volume of marine fuel sold increased by 21.6% to 1,498,937 metric tons compared to 1,232,438 metric tons in the year-earlier period, as sales volumes improved in Gibraltar, the U.A.E., and Singapore. Furthermore, results for the second quarter of 2009 included sales volumes from Aegean's
new markets in the North America (July 2008) and Trinidad and Tobago (June 2009). During the three months ended June 30, 2009, the gross spread per metric ton of marine fuel sold decreased to $28.0 per metric ton, compared to $31.7 per metric ton in the year-earlier period.
Recurring operating income for the second quarter of 2009 was $13.4 million, excluding a $4.2 million non-recurring gain on sale of vessels, compared to $12.4 million for the same period in 2008. Operating expenses, excluding the cost of fuel and cargo transportation costs (both of which are included in the calculation of gross spread
on marine petroleum products explained above), increased to $33.8 million for the three months ended June 30, 2009 compared to $29.3 million for the same period in 2008. This increase was principally due to the expanded logistics infrastructure during the second quarter of 2009 compared to the second quarter of 2008.
E. Nikolas Tavlarios, President, commented, "Our strong results for the second quarter demonstrate management's continued success in building a leading brand for the worldwide supply of marine fuel as we remain focused on increasing Aegean's global market share. During the quarter, sales volumes increased 21.6% compared to the year-earlier
period despite the challenging economic environment. While we believe market conditions have seen an improvement, we continue to actively manage counterparty risk to best serve shareholders."
Mr. Tavlarios added, "We continued to strengthen our industry leadership during the quarter. Specifically, we drew upon our considerable financial strength to grow our high-quality logistics infrastructure with the acquisition of three double-hull bunkering vessels. We also launched operations in Trinidad and Tobago and expect to
enter Tangiers, Morocco in the current quarter, increasing our presence to 14 markets worldwide. By once again expanding our global marine fuel platform, we have significantly enhanced our ability to meet the demand for Aegean's integrated services and increase the Company's earnings power."
For the six months ended June 30, 2009, the Company recorded net income of $20.7 million, or $0.49 basic and diluted earnings per share, compared to net income of $17.4 million, or $0.41 basic and diluted earnings per share, for the year-earlier period. The weighted average basic and diluted shares outstanding for the six month period
ended June 30, 2009 were 42,565,254 and 42,565,254, respectively. The weighted average basic and diluted shares outstanding for the six months ended June 30, 2008 were 42,483,292 and 42,629,293, respectively.
Total revenues for the six months ended June 30, 2009 decreased by 28.7% to $908.0 million compared to $1,273.0 million for the same period a year ago. For the six months ended June 30, 2009, sales of marine petroleum products decreased by 29.1% to $899.2 million compared to $1,269.0 million for the same period in 2008. Net revenues
for the six months ended June 30, 2009 were $87,728.0 million as compared to $75,002.0 million in the year-earlier period.
Results for the six months ended June 30, 2009 were led by a 10.5% increase in the gross spread on marine petroleum products to $78.4 million compared to $71.0 million for the same period a year ago. For the six months ended June 30, 2009, the volume of marine fuel sold increased 22.5% to 2,808,974 metric tons compared to 2,292,572
metric tons in the year-earlier period. During the six months ended June 30, 2009, the gross spread per metric ton of marine fuel sold decreased by $3.4 to $27.4 per metric ton, compared to $30.8 per metric ton for the same period a year ago.
Operating income for the six months ended June 30, 2009 was $25.9 million compared to $20.9 million for the same period in 2008.
Liquidity and Capital Resources
As of June 30, 2009, the Company had cash and cash equivalents of $27.3 million and working capital of $191.8 million. Non-cash working capital, or working capital excluding cash and debt, was $204.0 million as of June 30, 2009.
Net cash used in operating activities was $63.5 million for the three months ended June 30, 2009. Net income, as adjusted for non-cash items, was $15.8 million for the period.
Net cash used in investing activities was $1.3 million for the three months ended June 30, 2009, which was composed of $35.4 million relating to advances paid for both vessels under construction and second-hand acquisitions. These payments were mostly offset by proceeds received on the disposition of vessels amounting
to $34.1 million.
Net cash provided by financing activities was $66.5 million for the three months ended June 30, 2009, driven by both an increase in working capital financing and an increase in long-term debt financing relating to newbuild vessels.
As of June 30, 2009, the Company had approximately $44.8 million in available liquidity to finance working capital requirements, which includes unrestricted cash and cash equivalents and available undrawn amounts under the Company's short-term working capital facilities. Furthermore, as of June 30, 2009, the Company had
funds of approximately $83.6 million available under its secured term loans to finance the construction of its new double-hull bunkering tankers.
Spyros Gianniotis, Chief Financial Officer, stated, "Our operating results for the second quarter of 2009 were led by improved sales volumes in Singapore, the U.A.E., and Gibraltar as well as contributions from new markets. During the quarter, management continued to closely monitor the extension of credit to our customers while
maintaining our commitment to growth. Aegean boasts a strong balance sheet, including $290 million in senior secured credit facilities, and is well positioned to take advantage of the positive industry fundamentals and drive future sales volumes."
Summary Consolidated Financial and Other Data (Unaudited)
|
|
For the Three Months
Ended June 30, |
|
|
For the Six Months
Ended June 30, |
|
|
2008 |
|
2009 |
|
|
2008 |
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of U.S. dollars, unless otherwise stated) |
Income Statement Data: |
|
|
|
|
|
|
|
|
|
Sales of marine petroleum products |
$ |
738,629 |
$ |
538,208 |
|
$ |
1,269,001 |
$ |
899,166 |
Voyage and other revenues |
|
2,390 |
|
4,355 |
|
|
4,047 |
|
8,819 |
Total revenues |
|
741,019 |
|
542,563 |
|
|
1,273,048 |
|
907,985 |
Cost of marine petroleum products sold |
|
696,152 |
|
494,334 |
|
|
1,192,281 |
|
818,214 |
Salaries, wages and related costs |
|
10,368 |
|
12,016 |
|
|
18,790 |
|
22,493 |
Depreciation and amortization |
|
3,805 |
|
5,204 |
|
|
7,492 |
|
10,077 |
Gain on sale of vessel |
|
- |
|
(4,185) |
|
|
- |
|
(4,185) |
All other operating expenses |
|
18,260 |
|
17,581 |
|
|
33,565 |
|
34,970 |
Operating income |
|
12,434 |
|
17,613 |
|
|
20,920 |
|
25,916 |
Net financing cost |
|
2,596 |
|
2,608 |
|
|
4,829 |
|
4,458 |
FX losses (gains), net |
|
(53) |
|
(1,545) |
|
|
(1,304) |
|
216 |
Income taxes |
|
4 |
|
228 |
|
|
7 |
|
523 |
Net income |
$ |
9,887 |
$ |
16,322 |
|
$ |
17,388 |
$ |
20,719 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (U.S. dollars) |
$ |
0.23 |
$ |
0.38 |
|
$ |
0.41 |
$ |
0.49 |
Diluted earnings per share (U.S. dollars) |
$ |
0.23 |
$ |
0.38 |
|
$ |
0.41 |
$ |
0.49 |
|
|
|
|
|
|
|
|
|
|
Other Financial Data: |
|
|
|
|
|
|
|
|
|
Gross spread on marine petroleum products(1) |
$ |
39,329 |
$ |
42,855 |
|
$ |
70,955 |
$ |
78,409 |
Gross spread on lubricants(1) |
|
244 |
|
816 |
|
|
437 |
|
1,315 |
Gross spread on marine fuel(1) |
|
39,085 |
|
42,039 |
|
|
70,518 |
|
77,094 |
Gross spread per metric ton of marine
fuel sold (U.S. dollars) (1) |
|
31.7 |
|
28.0 |
|
|
30.8 |
|
27.4 |
Net cash provided by (used in) operating activities |
|
(18,791) |
|
(63,466) |
|
|
21,489 |
|
(79,777) |
Net cash used in investing activities |
|
40,156 |
|
1,267 |
|
|
52,107 |
|
35,211 |
Net cash provided by financing activities |
$ |
64,369 |
$ |
66,542 |
|
$ |
44,707 |
$ |
95,377 |
|
|
|
|
|
|
|
|
|
|
Sales Volume Data (Metric Tons): (2) |
|
|
|
|
|
|
|
|
|
Total sales volumes |
|
1,232,438 |
|
1,498,937 |
|
|
2,292,572 |
|
2,808,974 |
|
|
|
|
|
|
|
|
|
|
Other Operating Data: |
|
|
|
|
|
|
|
|
|
Number of bunkering tankers, end of period(3) |
|
22.0 |
|
34.0 |
|
|
22.0 |
|
34.0 |
Average number of bunkering tankers(3)(4) |
|
21.2 |
|
32.0 |
|
|
20.3 |
|
31.4 |
Special Purpose Vessels, end of period number(5) |
|
- |
|
1.0 |
|
|
- |
|
1.0 |
Number of owned storage facilities, end of period(6) |
|
3.0 |
|
4.0 |
|
|
3.0 |
|
4.0 |
Summary Consolidated Financial and Other Data (Unaudited)
|
|
As of
December 31, 2008 |
|
As of
June 30, 2009 |
|
|
(in thousands of U.S. dollars,
unless otherwise stated) |
Balance Sheet Data: |
|
|
|
|
|
|
Cash and cash equivalents |
|
46,927 |
|
|
27,316 |
|
Gross trade receivables |
|
132,589 |
|
|
232,584 |
|
Allowance for doubtful accounts |
|
(1,323 |
) |
|
(1,282 |
) |
Inventories |
|
55,330 |
|
|
103,828 |
|
Current assets |
|
251,387 |
|
|
384,754 |
|
Total assets |
|
641,907 |
|
|
814,847 |
|
Trade payables |
|
90,279 |
|
|
140,450 |
|
Current liabilities (including current portion of long-term debt) |
|
202,022 |
|
|
192,954 |
|
Total debt |
|
253,621 |
|
|
350,871 |
|
Total liabilities |
|
356,904 |
|
|
508,575 |
|
Total stockholder's equity |
|
285,003 |
|
|
306,272 |
|
|
|
|
|
|
|
|
Working Capital Data: |
|
|
|
|
|
|
Working capital(7) |
|
49,365 |
|
|
191,800 |
|
Working capital excluding cash and debt(7) |
|
100,158 |
|
|
203,960 |
|
|
|
|
|
|
|
|
1. |
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. 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 customer. For 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: |
Summary Consolidated Financial and Other Data (Unaudited)
|
For the Three Months Ended
June 30, |
|
For the Six Months Ended
June 30, |
|
|
2008 |
|
2009 |
|
2008 |
|
2009 |
|
|
(in thousands of U.S. dollars, unless otherwise stated) |
|
Sales of marine petroleum products |
738,629 |
|
538,208 |
|
1,269,001 |
|
899,166 |
|
Less: Cost of marine petroleum products sold |
(696,152 |
) |
(494,334 |
) |
(1,192,281 |
) |
(818,714 |
) |
Less: Cargo transportation costs |
(3,148 |
) |
(1,019 |
) |
(5,765 |
) |
(2,043 |
) |
Gross spread on marine petroleum products |
39,329 |
|
42,855 |
|
70,955 |
|
78,409 |
|
Less: Gross spread on lubricants |
(244 |
) |
(816 |
) |
(437 |
) |
(1,315 |
) |
Gross spread on marine fuel |
39,085 |
|
42,039 |
|
70,518 |
|
77,094 |
|
|
|
|
|
|
|
|
|
|
Sales volume of marine fuel (metric tons) |
1,232,438 |
|
1,498,937 |
|
2,292,572 |
|
2,808,974 |
|
|
|
|
|
|
|
|
|
|
Gross spread per metric ton of marine
fuel sold (U.S. dollars) |
31.7 |
|
28.0 |
|
30.8 |
|
27.4 |
|
|
The amount that the Company has to pay for marine petroleum products to fulfill a customer order has been the primary variable in determining the prices quoted to customers. Therefore, the Company evaluates gross spread per metric ton of marine fuel sold in pricing individual transactions and in long-term strategic pricing decisions. The Company actively monitors its pricing and sourcing strategies in
order to optimize its gross spread on marine petroleum products. The Company believes that this measure is important to investors because it is an effective intermediate performance measure of the strength of the Company's operations. |
|
Gross spread on marine petroleum products, including gross spread on marine fuel and gross spread on lubricants, 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. These measures do not reflect certain direct or indirect costs of delivering
marine petroleum products to the Company's customers (such as crew salaries, vessel depreciation, storage costs, other vessel operating expenses or overhead costs) or other costs of doing business. |
|
For all periods presented, the Company purchased marine petroleum products in Greece from its 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. |
2. |
Sales volume of marine fuel is the volume of sales of various classifications of MFO and MGO for the relevant period and is denominated in metric tons. The Company does not use the sales volume of lubricants as an indicator. |
|
The Company's markets include its physical supply operations in the United Arab Emirates, Gibraltar, Jamaica, Singapore, Northern Europe, Ghana, Vancouver, Portland (U.K.), Trinidad and Tobago (Southern Caribbean), and Greece, where the Company conducts operations through its related company, Aegean Oil. Aegean also expects to commence operations in Tangiers (Morocco) in the second-half of
2009. |
3. |
Bunkering fleet comprises both bunkering vessels and barges. |
4. |
Figure represents average bunkering fleet number for the relevant period, as measured by the sum of the number of days each bunkering tanker or barge was used as part of the fleet during the period divided by the cumulative number of calendar days in the period multiplied by the number of bunkering tankers at the end of the period. This
figure does not take into account non-operating days due to either scheduled or unscheduled maintenance. |
5. |
Special Purpose Vessels consists of the Orion, a 550 dwt tanker which is based in our U.K. market. |
6. |
The Company operates two Panamax tankers, the Ouranos and the Fos, one Aframax tanker , the Leader, and one general purpose tanker, the Aegean IX, as floating storage facilities in the United Arab Emirates, Ghana, Gibraltar, and Jamaica, respectively. |
|
The ownership of floating 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 floating storage facilities will allow it to convert the variable costs of this storage fee mark-up per metric ton quoted by suppliers into fixed costs of
operating its owned storage facilities, thus enabling the Company to spread larger sales volumes over a fixed cost base and to decrease its refined fuel costs. |
7. |
Working capital is defined as current assets minus current liabilities. Working capital excluding cash and debt is defined as current assets minus cash and cash equivalents minus restricted cash minus current liabilities plus short-term borrowings plus current portion of long-term debt. |
Second Quarter 2009 Dividend Announcement
On August 12, 2009, the Company's Board of Directors declared a second quarter 2009 dividend of $0.01 per share payable on September 3, 2009, to shareholders of record as of August 20, 2009. The dividend amount was determined in accordance with the Company's dividend policy of paying cash dividends on a quarterly basis subject to
factors including the requirements of Marshall Islands law, future earnings, capital requirements, financial condition, future prospects and such other factors as are determined by the Company's Board of Directors. The Company anticipates retaining most of its future earnings, if any, for use in operations and business expansion.
Conference Call and Webcast Information
Aegean Marine Petroleum Network Inc. will conduct a conference call and simultaneous Internet webcast at 8:30 a.m. ET on Thursday, August 13, 2009, 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 (877) 440-5791 (for U.S.-based callers) or (719) 325-4902 (for international callers) and enter the passcode: 2117454.
A replay of the webcast will be available soon after the completion of the call and will be accessible on www.ampni.com. A telephone replay will be available through Thursday, August 27, 2009, by dialing 888-203-1112 (for U.S.-based callers) or 719-457-0820 (for international callers) and enter the passcode: 2117454.
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 14 markets, including Vancouver, Montreal, Mexico, Jamaica, Trinidad and Tobago, West Africa, Gibraltar, U.K., Northern Europe, Piraeus, Patras, the United Arab Emirates as well as Singapore, and plans to commence operations in Tangiers, Morocco.
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "intend," "anticipate," "estimate," "project," "forecast," "plan," "potential," "may," "should," "expect" and similar expressions identify forward-looking
statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although
we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include our ability to manage growth, our ability to maintain our business in light of our proposed business and location expansion, our ability
to obtain double hull secondhand bunkering tankers, the outcome of legal, tax or regulatory proceedings to which we may become a party, adverse conditions in the shipping or the marine fuel supply industries, our ability to retain our key suppliers and key customers, material disruptions in the availability or supply of crude oil or refined petroleum products, changes in the market price of petroleum, including the volatility of spot pricing, increased levels of competition, compliance or lack of compliance with
various environmental and other applicable laws and regulations, our ability to collect accounts receivable, changes in the political, economic or regulatory conditions in the markets in which we operate, and the world in general, our failure to hedge certain financial risks associated with our business, our ability to maintain our current tax treatments and our failure to comply with restrictions in our credit agreements and other factors. Please see our filings with the Securities and Exchange Commission
for a more complete discussion of these and other risks and uncertainties.
A copy of the Company's interim unaudited consolidated financial statements along with this press release have been filed today with the U.S. Securities and Exchange Commission on Form 6-K and are available on the SEC's website, www.sec.gov.
EXHIBIT 2
AEGEAN MARINE PETROLEUM NETWORK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2008 AND JUNE 30, 2009
(UNAUDITED)
(Expressed in thousands of U.S. dollars – except for share and per share data)
|
|
December 31, 2008 |
|
June 30,
2009 |
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
46,927 |
|
$ |
27,316 |
|
Trade receivables, net of allowance for doubtful accounts of $1,323 and
$1,282, as of December 31, 2008 and June 30, 2009, respectively |
|
|
131,266 |
|
|
231,302 |
|
Due from related companies |
|
|
2,501 |
|
|
5,949 |
|
Inventories |
|
|
55,330 |
|
|
103,828 |
|
Prepayments and other current assets |
|
|
13,731 |
|
|
16,359 |
|
Restricted cash |
|
|
1,632 |
|
|
- |
|
Total current assets |
|
|
251,387 |
|
|
384,754 |
|
|
|
|
|
|
|
|
|
FIXED ASSETS: |
|
|
|
|
|
|
|
Advances for vessels under construction and acquisitions |
|
|
113,564 |
|
|
139,032 |
|
Vessels, cost |
|
|
260,741 |
|
|
284,910 |
|
Vessels, accumulated depreciation |
|
|
(26,606 |
) |
|
(33,824 |
) |
Vessels' net book value |
|
|
234,135 |
|
|
251,086 |
|
Other fixed assets, net |
|
|
1,681 |
|
|
1,770 |
|
Total fixed assets |
|
|
349,380 |
|
|
391,888 |
|
|
|
|
|
|
|
|
|
OTHER NON-CURRENT ASSETS: |
|
|
|
|
|
|
|
Restricted cash |
|
|
3,838 |
|
|
- |
|
Deferred charges, net |
|
|
12,440 |
|
|
13,188 |
|
Concession Agreement |
|
|
7,407 |
|
|
7,253 |
|
Goodwill |
|
|
17,431 |
|
|
17,431 |
|
Other non-current assets |
|
|
24 |
|
|
333 |
|
Total assets |
|
$ |
641,907 |
|
$ |
814,847 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
Short-term borrowings |
|
$ |
90,000 |
|
$ |
29,234 |
|
Current portion of long-term debt |
|
|
9,352 |
|
|
10,242 |
|
Trade payables to third parties |
|
|
67,817 |
|
|
111,198 |
|
Trade payables to related companies |
|
|
22,462 |
|
|
29,252 |
|
Other payables to related companies |
|
|
187 |
|
|
831 |
|
Accrued and other current liabilities |
|
|
12,204 |
|
|
12,197 |
|
Total current liabilities |
|
|
202,022 |
|
|
192,954 |
|
|
|
|
|
|
|
|
|
LONG-TERM DEBT, net of current portion |
|
|
154,269 |
|
|
311,395 |
|
|
|
|
|
|
|
|
|
OTHER NON-CURRENT LIABILITIES |
|
|
613 |
|
|
4,226 |
|
|
|
|
|
|
|
|
|
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;
42,543,608 and 42,586,505 shares, issued and outstanding at
December 31, 2008 and June 30, 2009, respectively |
|
|
425 |
|
|
426 |
|
Additional paid-in capital |
|
|
190,658 |
|
|
192,276 |
|
Accumulated other comprehensive income |
|
|
211 |
|
|
- |
|
Retained earnings |
|
|
93,709 |
|
|
113,570 |
|
Total stockholders' equity |
|
|
285,003 |
|
|
306,272 |
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity |
|
$ |
641,907 |
|
$ |
814,847 |
|
The accompanying condensed notes are an integral part of these consolidated financial statements
AEGEAN MARINE PETROLEUM NETWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2009
(UNAUDITED)
(Expressed in thousands of U.S. dollars – except for share and per share data)
|
|
Six Months Ended June 30, |
|
|
|
2008 |
|
2009 |
|
|
|
|
|
|
|
REVENUES: |
|
|
|
|
|
Sales of marine petroleum products – third parties |
|
$ |
1,261,679 |
|
$ |
896,349 |
|
Sales of marine petroleum products – related companies |
|
|
7,322 |
|
|
2,817 |
|
Voyage revenues |
|
|
- |
|
|
5,540 |
|
Other revenues |
|
|
4,047 |
|
|
3,279 |
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
1,273,048 |
|
|
907,985 |
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
Cost of marine petroleum products sold – third parties |
|
|
1,043,261 |
|
|
709,884 |
|
Cost of marine petroleum products sold – related companies |
|
|
149,020 |
|
|
108,830 |
|
Salaries, wages and related costs |
|
|
18,790 |
|
|
22,493 |
|
Depreciation |
|
|
5,681 |
|
|
7,807 |
|
Amortization of drydocking costs |
|
|
1,656 |
|
|
2,115 |
|
Amortization of concession agreement |
|
|
155 |
|
|
155 |
|
Gain on sale of vessels |
|
|
- |
|
|
(4,185 |
) |
Other operating expenses |
|
|
33,565 |
|
|
34,970 |
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
1,252,128 |
|
|
882,069 |
|
|
|
|
|
|
|
|
|
Operating income |
|
|
20,920 |
|
|
25,916 |
|
|
|
|
|
|
|
|
|
OTHER INCOME/(EXPENSE): |
|
|
|
|
|
|
|
Interest and finance costs |
|
|
(5,053 |
) |
|
(4,482 |
) |
Interest income |
|
|
224 |
|
|
24 |
|
Foreign exchange gains(losses), net |
|
|
1,304 |
|
|
(216 |
) |
|
|
|
(3,525 |
) |
|
(4,674 |
) |
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
17,395 |
|
|
21,242 |
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
(7 |
) |
|
(523 |
) |
|
|
|
|
|
|
|
|
Net income |
|
$ |
17,388 |
|
$ |
20,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
0.41 |
|
$ |
0.49 |
|
Diluted earnings per common share |
|
$ |
0.41 |
|
$ |
0.49 |
|
|
|
|
|
|
|
|
|
Weighted average number of shares, basic |
|
|
42,483,292 |
|
|
42,565,254 |
|
Weighted average number of shares, diluted |
|
|
42,629,293 |
|
|
42,565,254 |
|
The accompanying condensed notes are an integral part of these consolidated financial statements
AEGEAN MARINE PETROLEUM NETWORK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2009
(UNAUDITED)
(Expressed in thousands of U.S. dollars)
|
|
Six Months Ended June 30, |
|
|
|
2008 |
|
2009 |
|
Cash flows from operating activities: |
|
|
|
|
|
Net income |
|
$ |
17,388 |
|
$ |
20,719 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
Depreciation |
|
|
5,681 |
|
|
7,807 |
|
Provision for (release of) doubtful accounts |
|
|
45 |
|
|
(41 |
) |
Share-based compensation |
|
|
897 |
|
|
1,618 |
|
Amortization |
|
|
2,264 |
|
|
2,626 |
|
Provision for income taxes |
|
|
- |
|
|
523 |
|
Gain on sale of vessels |
|
|
- |
|
|
(4,185 |
) |
(Increase) Decrease in: |
|
|
|
|
|
|
|
Trade receivables |
|
|
(101,717 |
) |
|
(99,995 |
) |
Due from related companies |
|
|
(1,805 |
|
|
(3,448 |
) |
Inventories |
|
|
(18,835 |
) |
|
(48,498 |
) |
Prepayments and other current assets |
|
|
(8,680 |
) |
|
(2,628 |
) |
Increase (Decrease) in: |
|
|
|
|
|
|
|
Trade payables |
|
|
129,612 |
|
|
49,129 |
|
Other payables to related companies |
|
|
(144 |
) |
|
644 |
|
Accrued and other current liabilities |
|
|
510 |
|
|
(1,899 |
) |
Decrease (Increase) in other non-current assets |
|
|
(1 |
) |
|
(309 |
) |
Increase in other non-current liabilities |
|
|
44 |
|
|
17 |
|
Payments for dry-docking |
|
|
(3,770 |
) |
|
(1,857 |
) |
Net cash provided by (used in) operating activities |
|
|
21,489 |
|
|
(79,777 |
) |
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Advances for vessels under construction |
|
|
(64,573 |
) |
|
(52,406 |
) |
Advances for vessels acquisitions |
|
|
(959 |
) |
|
(22,160 |
) |
Net proceeds from sales of vessels |
|
|
- |
|
|
34,149 |
|
Purchase of other fixed assets |
|
|
(372 |
) |
|
(264 |
) |
Decrease in restricted cash |
|
|
13,797 |
|
|
5,470 |
|
Net cash used in investing activities |
|
|
(52,107 |
) |
|
(35,211 |
) |
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
|
43,439 |
|
|
181,858 |
|
Repayment of long-term debt |
|
|
(1,180 |
) |
|
(23,842 |
) |
Net change in short-term borrowings |
|
|
3,993 |
|
|
(60,766 |
) |
Financing costs paid |
|
|
(691 |
) |
|
(1,015 |
) |
Dividends paid |
|
|
(854 |
) |
|
(858 |
) |
Net cash provided by financing activities |
|
|
44,707 |
|
|
95,377 |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
14,089 |
|
|
(19,611 |
) |
Cash and cash equivalents at beginning of period |
|
|
1,967 |
|
|
46,927 |
|
Cash and cash equivalents at end of period |
|
$ |
16,056 |
|
$ |
27,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying condensed notes are an integral part of these consolidated financial statements
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
1. Basis of Presentation and General Information:
The accompanying unaudited condensed consolidated financial statements include the accounts of Aegean Marine Petroleum Network Inc. ("Aegean") and its subsidiaries (Aegean and its subsidiaries are hereinafter collectively referred to as the "Company") and have been prepared in accordance with U.S. generally accepted accounting principles
for interim financial information. Accordingly, they do not include all the information and notes required by U.S. generally accepted accounting principles for complete financial statements.
These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation of the Company's financial position, results
of operations and cash flows for the periods presented. Operating results for the six months ended June 30, 2009 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2009.
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, 2008. In addition to the accounting policies disclosed therein, the following policy
was adopted in the six months ended June 30, 2009:
Leases: The Company records vessels under capital leases as fixed assets at the lower of the present value of the minimum lease payments at inception of the lease or the fair value of the vessel. Vessels under capital leases are amortized over the estimated
remaining useful life of the vessel for capital leases which provide for transfer of title of the vessel, similar to that used for other vessels of the Company. Assets held under capital leases are presented as "Advances for vessels under construction and acquisitions" in the balance sheet until the vessel is deemed ready for its intend use and the balance is reclassified to "Vessels, cost". The current portion of capitalized lease obligations are reflected in the balance sheet are presented
in "Accrued and other current liabilities" and remaining long-term capitalized lease obligations are presented as "Other non-current liabilities".
2. Adoption of New Accounting Standards:
The Company adopted Financial Accounting Standards Board (FASB) Staff Position No. 157-2, "Effective Date of FASB Statement No. 157" (FSP 157-2) on January 1, 2009, which delayed the effective date of Statement of Financial Accounting Standards No. 157 "Fair Value Measurements" (SFAS 157) for all non-financial assets and non-financial
liabilities, except for items that are recognized or disclosed at fair value on a recurring basis (at least annually). This standard did not have a material impact on the Company's financial condition and results of operations.
The Company adopted FASB Staff Position 142-3, "Determination of the Useful Life of Intangible Assets", (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, "Goodwill and
Other Intangible Assets".
This standard did not have a material impact on the Company's financial condition and results of operations.
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
2. Adoption of New Accounting Standards: (Continued)
The Company adopted FASB No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" (SFAS 161). SFAS 161 requires entities to provide greater transparency through additional disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments
and related hedged items are accounted for under SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133) and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, results of operations and cash flows. This standard did not have a material impact on the Company's disclosure.
The Company adopted FASB Staff Position No. EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities" (FSP 03-6-1). In FSP 03-6-1, unvested share-based payment awards that contain rights to receive nonforfeitable dividends or dividend equivalents
(whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing earnings per share (EPS). This standard did not have a material impact on the Company's disclosure of EPS.
The Company adopted FASB No. 160, "Accounting and Reporting of Noncontrolling Interests in consolidated financial statements, an amendment of ARB No. 51" (SFAS 160).
This standard did not have any impact on the Company's disclosure as there are no Noncontrolling Interests.
The Company adopted FASB No. 141(R), "Business Combinations" (SFAS 141(R)) which significantly changed the accounting for and reporting of business combination transactions. This standard was effective for the Company for business combination transactions for which the acquisition date was on or after
January 1, 2009. No business combination transactions occurred during the six months ended June 30, 2009.
The Company adopted SFAS No. 165 "Subsequent Events"("SFAS No. 165"), which provides guidance on management's assessment of subsequent events. SFAS 165 clarifies that management must evaluate, as of each reporting period (i.e. interim and annual), events or transactions that occur after the balance sheet date "through the date that
the financial statements are issued or are available to be issued." Does not change the recognition and disclosure requirements in AICPA Professional Standards, AU Section 560, "Subsequent Events" ("AU Section 560") for Type I and Type II subsequent events; however, Statement 165 refers to them as recognized (Type I) and nonrecognized subsequent events (Type II). Requires management to disclose, in addition to the disclosures in AU Section 560, the date through which subsequent events have been evaluated and
whether that is the date on which the financial statements were issued or were available to be issued. SFAS 165 also indicates that management should consider supplementing historical financial statements with the pro forma impact of nonrecognized subsequent events if the event is so significant that disclosure of the event could be best made through the use of pro forma financial data. SFAS 165 is effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company adopted
SFAS No. 165 in the second quarter of 2009 and the adoption did not have significant impact on the Company's financial statements.
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
2. Adoption of New Accounting Standards: (Continued)
On June 29, 2009 the FASB issued statement No. 168, FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 (SFAS No. 168), which became the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental
entities. Once effective, the Codification's content will carry the same level of authority, effectively superseding Statement 162. In other words, the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and nonauthoritative." Statement 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company will adopt SFAS No. 168 in the third quarter of 2009 and does not expect this standard will have an impact on the Company's
financial statements.
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
(Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
3. Inventories:
The amounts shown in the accompanying condensed consolidated balance sheets are analyzed as follows:
|
December 31, 2008 |
|
June 30,
2009 |
Held for sale: |
|
|
|
Marine Fuel Oil |
44,564 |
|
90,933 |
Marine Gas Oil |
9,151 |
|
11,597 |
|
53,715 |
|
102,530 |
Held for consumption: |
|
|
|
Marine fuel |
517 |
|
238 |
Lubricants |
920 |
|
927 |
Stores |
33 |
|
26 |
Victuals |
145 |
|
107 |
|
1,615 |
|
1,298 |
|
|
|
|
Total |
55,330 |
|
103,828 |
4. Advances for Vessels under Construction and Acquisitions:
During the six months ended June 30, 2009, the movement of the account, advances for vessels under construction and acquisitions, was as follows:
Balance, January 1, 2009 |
|
113,564 |
Advances for vessels under construction and related costs |
|
53,470 |
Payments for secondhand vessel acquisitions |
|
26,527 |
Vessels delivered |
|
(54,529) |
Balance June 30, 2009 |
|
139,032 |
On February 9, 2009, and in connection with the call option agreement with the Fujian Southeast Shipyard ("Fujian"), which was signed on May 25, 2007, as amended, 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 4,600 dwt product oil tankers (hull numbers DN-3800-11 to 15). The price of each such contract is $1,150, of which 15% is payable upon keel-laying, 40% is payable upon launching and 45% is payable upon delivery and acceptance.
On February 9, 2009, and in connection with the call option agreement with the Qingdao Hyundai Shipbuilding Co. Ltd. ("Qingdao Hyundai"), which had signed on February 28, 2008, the Company signed four separate contracts with an engineering firm for the design, building supervision,
representation, procurement of machineries and supplies, and turn-key delivery of the four 5,500 dwt, product oil tankers (hull numbers QHS-225 to 228). The price of each such contract is $1,600, of which 15% is payable upon keel-laying, 40% is payable upon launching and 45% is payable upon delivery and acceptance.
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
(Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
4. Advances for Vessels under Construction and Acquisitions: (Continued)
On March 19, 2009, the Company signed a Memorandum of Agreement with a third-party seller for the purchase of a Norwegian-flagged 11,520 dwt (built in 1980) double hull bunkering tanker, M/T Linnea (renamed "Aegean Star"). The purchase price of the vessel was $4,200, which was fully paid
on the delivery of the vessel on April 8, 2009.
On March 27, 2009, the Company signed a Memorandum of Agreement with a third-party seller for the purchase of a Marshall Islands-flagged 23,400 dwt (built in 1991) double hull bunkering tanker, M/T Sichem Arctic (renamed "Aegean Champion"). The purchase price of the vessel was $12,300, which was fully paid on the delivery
of the vessel on April 30, 2009.
On April 30, 2009, the Company signed a Bareboat Charter Agreement with a third-party owner for the charter of a Canadian – flagged 2,315dwt (built in 2001) double hull Oil Tank Barge, ITB Provider (renamed "PT 22"). The charter period is sixty months. At expiration of the charter and upon the fulfillment of the Company's
obligations, which are separately described in Note 10 ("Capital Leases"), the title of PT 22 will transfer to the Company.
The amounts shown in the accompanying condensed consolidated balance sheets include advance and milestone payments relating to the shipbuilding contracts with shipyards, advance and milestone payments relating to the contracts with the engineering firm, advance payments for the acquisition of assets, and any material related expenses
incurred during the construction periods which were capitalized.
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
(Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
4. Advances for Vessels under Construction and Acquisitions: (Continued)
As of June 30, 2009 advances for vessels under construction and acquisitions, is analyzed as follows:
|
|
|
|
|
|
June 30, 2009 |
|
Vessel Name |
Year of
Expected Delivery |
|
Contract
Amount |
|
Contract
Payments |
|
Capitalized
Costs |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fujian Shipyard |
|
|
|
|
|
|
|
|
|
|
|
|
|
DN-3800-11 |
2009 |
|
|
10,740 |
|
|
|
4,893 |
|
|
|
177 |
|
|
|
5,070 |
|
DN-3800-12 |
2009 |
|
|
10,740 |
|
|
|
4,893 |
|
|
|
95 |
|
|
|
4,988 |
|
DN-3800-13 |
2009 |
|
|
10,740 |
|
|
|
4,893 |
|
|
|
79 |
|
|
|
4,972 |
|
DN-3800-14 |
2009 |
|
|
10,740 |
|
|
|
2,888 |
|
|
|
75 |
|
|
|
2,963 |
|
DN-3800-15 |
2009 |
|
|
10,740 |
|
|
|
2,888 |
|
|
|
69 |
|
|
|
2,957 |
|
Qingdao Hyundai Shipyard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QHS-207 |
2009 |
|
|
11,600 |
|
|
|
8,880 |
|
|
|
326 |
|
|
|
9,206 |
|
QHS-208 |
2009 |
|
|
11,600 |
|
|
|
8,880 |
|
|
|
297 |
|
|
|
9,177 |
|
QHS-209 |
2009 |
|
|
11,600 |
|
|
|
8,880 |
|
|
|
281 |
|
|
|
9,161 |
|
QHS-210 |
2009 |
|
|
11,600 |
|
|
|
8,880 |
|
|
|
277 |
|
|
|
9,157 |
|
QHS-215 |
2009 |
|
|
11,600 |
|
|
|
8,880 |
|
|
|
259 |
|
|
|
9,139 |
|
QHS-216 |
2009 |
|
|
11,600 |
|
|
|
8,880 |
|
|
|
245 |
|
|
|
9,125 |
|
QHS-217 |
2009 |
|
|
11,600 |
|
|
|
6,240 |
|
|
|
241 |
|
|
|
6,481 |
|
QHS-222 |
2009 |
|
|
11,000 |
|
|
|
4,940 |
|
|
|
165 |
|
|
|
5,105 |
|
QHS-223 |
2009 |
|
|
11,000 |
|
|
|
4,940 |
|
|
|
158 |
|
|
|
5,098 |
|
QHS-224 |
2009 |
|
|
11,000 |
|
|
|
4,940 |
|
|
|
199 |
|
|
|
5,139 |
|
QHS-225 |
2009 |
|
|
12,200 |
|
|
|
7,660 |
|
|
|
165 |
|
|
|
7,825 |
|
QHS-226 |
2010 |
|
|
12,200 |
|
|
|
7,660 |
|
|
|
157 |
|
|
|
7,817 |
|
QHS-227 |
2010 |
|
|
12,200 |
|
|
|
7,660 |
|
|
|
146 |
|
|
|
7,806 |
|
QHS-228 |
2010 |
|
|
12,200 |
|
|
|
7,660 |
|
|
|
125 |
|
|
|
7,785 |
|
Acquired Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aegean Star* |
2009 |
|
|
4,274 |
|
|
|
4,2742 |
|
|
|
922 |
|
|
|
5,196 |
|
Launch* |
2009 |
|
|
375 |
|
|
|
3752,5 |
|
|
|
- |
|
|
|
375 |
|
PT22* |
2009 |
|
|
4,490 |
|
|
|
4,490 |
|
|
|
- |
|
|
|
4,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
225,839 |
|
|
|
134,574 |
|
|
|
4,458 |
|
|
|
139,032 |
|
* Vessels delivered but as of June 30, 2009, were not positioned and operational.
As of June 30, 2009 the remaining obligations under these contracts are payable as follows:
|
Amount |
July 1 to December 31, 2009 |
55,060 |
2010 |
36,205 |
|
91,265 |
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
(Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
5. Vessels:
During the six months ended June 30, 2009, the movement of the account, vessels, was as follows:
|
|
Cost |
|
Accumulated Depreciation |
|
Net Book Value |
Balance, January 1, 2009 |
|
260,741 |
|
(26,606) |
|
234,135 |
- Vessels additions |
|
54,529 |
|
- |
|
54,529 |
- Disposals |
|
(30,360) |
|
396 |
|
(29,964) |
- Depreciation |
|
- |
|
(7,614) |
|
(7,614) |
Balance, June 30, 2009 |
|
284,910 |
|
33,824 |
|
251,086 |
On June 10, 2009, the Company sold the vessels, Maistros and Ostria to an unaffiliated third-party purchaser for an aggregate price of $34,149. The resulting gain on sale of $4,185 is separately reflected in the consolidated statement of income for the six months ended June 30, 2009.
6. Deferred Charges:
During the six months ended June 30, 2009, the movement of the account, deferred charges was as follows:
|
|
Drydocking |
|
Financing Costs |
|
Total |
Balance, January 1, 2009 |
|
11,485 |
|
955 |
|
12,440 |
- Additions |
|
2,204 |
|
1,015 |
|
3,219 |
- Amortization |
|
(2,115) |
|
(356) |
|
(2,471) |
Balance, June 30, 2009 |
|
11,574 |
|
1,614 |
|
13,188 |
The amortization for drydocking costs is separately reflected in the accompanying condensed consolidated statements of income. The amortization of financing costs is included in interest and finance costs in the accompanying condensed consolidated statements of income.
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
(Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
7. Total Debt:
The amounts comprising total debt are presented in the accompanying condensed consolidated balance sheet as follows:
Loan Facility |
December 31,
2008 |
|
June 30,
2009 |
|
Short-term borrowings: |
|
|
|
|
Overdraft facility under senior secured
credit facility dated 09/30/2008 (1) |
90,000 |
|
- |
|
Revolving overdraft facility dated 03/11/2008 |
- |
|
19,232 |
|
Revolving overdraft facility dated 06/24/2009 (2) |
|
|
10,002 |
|
Total short-term borrowings |
90,000 |
|
29,234 |
|
Long-term debt: |
|
|
|
|
Secured syndicated term loan dated 10/26/2005 |
15,971 |
|
- |
|
Secured syndicated term loan dated 8/30/2005 |
30,312 |
|
33,340 |
|
Secured term loan facility under
senior secured credit facility dated 12/19/2006 |
31,020 |
|
29,620 |
|
Secured term loan dated 10/25/2006 |
14,172 |
|
13,928 |
|
Secured term loan dated 10/27/2006 |
7,896 |
|
12,239 |
|
Secured syndicated term loan dated 10/30/2006 |
28,000 |
|
40,000 |
|
Secured term loan dated 7/5/2007 as amended on 09/12/2008 |
6,650 |
|
16,410 |
|
Secured syndicated term loan dated 04/24/2008 |
15,100 |
|
23,600 |
|
Secured syndicated term loan dated 07/08/2008 |
14,500 |
|
13,500 |
|
Overdraft facility under senior secured
credit facility dated 03/16/2009 (1) |
- |
|
139,000 |
|
Total |
163,621 |
|
321,637 |
|
Less: Current portion of long-term debt |
(9,352) |
|
(10,242) |
|
Long-term debt, net of current portion |
154,269 |
|
311,395 |
|
(1) On March 16, 2009, the Company renewed retroactively from February 1, 2009, for a period of two years, until January 30, 2011, the senior secured syndicated revolver, guarantee and letter of credit facility that was signed on September 30, 2008. The participant
banks are the same group of international commercial lenders. The amount of the facility is up to $1,000,000, for working capital and general corporate purposes. The renewed facility had a committed amount of up to $250,000 consisting of a guarantee and/or letter of credit line in an amount of up to $147,500 and a cash advance limit in an amount of up to $208,000 on March 31, 2009. The facility bears interest at LIBOR plus 2.50%, while documentary and standby letters of credit are subject to commissions of 0.75%
and 1.50%, respectively. As of June 30, 2009, the outstanding balance under this facility was $139,000.
(2) On June 24, 2009, the Company entered into a three month revolving overdraft facility with a Greek bank for an amount of $20,000. The facility is secured with the guarantee of the ship owning companies of the vessels, Aegean Ace, Aegean Champion and Aegean Star and bears interest at LIBOR plus 3.50%. As of June
30, 2009, the outstanding balance under this facility was $10,002.
As of June 30, 2009, the Company had an available unutilized overdraft line of $17,510 under its senior secured credit facility, and had an available unutilized aggregate amount of $83,599 under its secured term loan facilities.
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
(Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
7. Total Debt: (Continued)
As of June 30, 2009, the Company was in compliance with the financial covenants under its facility agreements.
The annual principal payments of long-term debt required to be made after June 30, 2009, are as follows:
|
Amount |
July 1 to December 31, 2009 |
4,389 |
2010 |
12,768 |
2011 |
152,995 |
2012 |
13,995 |
2013 |
18,494 |
2014 and thereafter |
118,996 |
|
321,637 |
8. Other Operating Expenses:
The amounts in the accompanying condensed consolidated statements of income are analyzed as follows:
|
Six Months Ended June 30, |
|
|
2008 |
|
2009 |
|
Bunkering tanker voyage expenses |
427 |
|
1,229 |
|
Bunkering tanker insurance |
859 |
|
1,178 |
|
Bunkering tanker repairs and maintenance |
1,992 |
|
1,764 |
|
Bunkering tanker spares and consumable stores |
1,342 |
|
1,939 |
|
Bunkering tanker consumption
of marine petroleum products |
8,594 |
|
5,600 |
|
Bunkering tanker other operating expenses |
666 |
|
8,118 |
|
Cargo transportation |
5,765 |
|
2,043 |
|
Provision for doubtful accounts |
45 |
|
(41) |
|
Operating costs of storage facilities |
2,063 |
|
1,436 |
|
Port and related expenses |
2,135 |
|
2,043 |
|
General and administrative |
6,927 |
|
7,788 |
|
Broker commissions |
974 |
|
1,149 |
|
Other |
1,776 |
|
724 |
|
Total |
33,565 |
|
34,970 |
|
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 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 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 sold 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 May 13, 2008. The case
was duly heard on May 13, 2008, before the Maritime Division of the Multi-Member First Instance Court of Piraeus. Judgment No.5493 was rendered by the Court on December 3, 2008, dismissing plaintiff's lawsuit having found same to be vague and therefore inadmissible for further examination on the merits. Also the Court has condemned the plaintiff to pay Euro 10,000 to AMP in reimbursement of its legal costs. The Judgment is open to appeal by the claimant. On February 26, 2009, the claimant who was seeking a commission
under the Company's eight-year Fuel Purchase Agreement with a government refinery in Jamaica commenced a new civil law suit against AMP and Mr. Melisanidis in the Commercial Court of Paris, France, seeking a payment of approximately $180 of alleged commissions and $400 of compensatory damages. After an initial hearing that was held on March 31, 2009, the court had a hearing in the case on May 5, 2009 and a Decision in the Company's favour was issued by the Paris Court of First Instance on June 9, 2009
dismissing the plaintiff's case. Following the issuance of the latter Decision, the plaintiff commenced summary (emergency) proceedings seeking to receive a provisional payment of Euro 600 the initial hearing of which was scheduled for July 29, 2009 and then adjourned for October 2, 2009. Additionally the plaintiff filed an appeal against the Decision issued by the Paris Court of First Instance the hearing of which will be fixed by the Appeal Court in the future. The Company believes that this claim is unwarranted
and lacking in merit and management believes 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 for which a provision should be established in these condensed consolidated financial statements.
The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the Company's exposure. Currently, management is not aware of any such claims or contingent liabilities for which a provision should be established in these condensed consolidated
financial statements. The Company's Protection and Indemnity ("P&I") insurance policies cover third-party liability and other expenses related to injury or death of crew, passengers and other third parties, loss or damage of cargo, claims arising from collisions with other vessels, damage to other third-party property, and pollution arising from oil or other substances. The Company's coverage under the P&I insurance policies, except for pollution, are unlimited. Coverage for pollution is $1
billion per vessel per incident.
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
(Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
10. Capital Leases:
As discussed in Note 4, the Company leases Barge PT 22 under a capital lease. The annual future minimum lease payments under the capital lease, of Barge PT 22, together with the present value of the net minimum lease payments required to be made after June 30, 2009, are as follows:
|
|
Amount |
|
July 1 to December 31, 2009 |
|
$ |
546 |
|
2010 |
|
|
1,092 |
|
2011 |
|
|
1,092 |
|
2012 |
|
|
1,092 |
|
2013 |
|
|
1,092 |
|
Thereafter |
|
|
365 |
|
Total minimum lease payments |
|
|
5,279 |
|
Less: imputed interest |
|
|
(912 |
) |
Present value of minimum lease payments |
|
|
4,367 |
|
Current portion of capitalized lease obligations |
|
|
771 |
|
Long-term capitalized lease obligations |
|
$ |
3,596 |
|
11. Equity Incentive Plan:
On March 17, 2009, the Company made grants of restricted common stock aggregating 160,500 shares to certain officers and directors of the Company. With respect to 30,000 shares, the restrictions lapse in 20% lots over five years from the grant date. With respect to 75,000 shares,
the restrictions lapse in five years from the grant date. With respect to 55,500 shares, the restrictions lapse in 25% lots over four years from the grant date.
On June 16, 2009, the Company granted 12,000 shares of restricted common stock to four non-executive members of the Board of Directors. The restricted shares vest and the restrictions lapse on the date of the 2010 Annual Meeting of Shareholders.
The following table summarizes the status of the Company's unvested restricted stock outstanding for the six months ended June 30, 2009:
|
|
Unvested
Restricted Stock |
|
Weighted Average Grant
Date Fair Value |
January 1, 2009 |
|
|
297,695 |
|
|
|
27.12 |
|
Granted |
|
|
172,500 |
|
|
|
17.82 |
|
Vested |
|
|
(42,897 |
) |
|
|
20.11 |
|
June 30, 2009 |
|
|
427,298 |
|
|
|
24.07 |
|
The grant-date fair values of the restricted stock are determined by the closing price of the Company's common stock traded on the NYSE on the grant date. Total compensation cost of $1,618 was recognized and included under salaries, wages and related costs in the accompanying condensed
consolidated statement of income for the six months ended June 30, 2009.
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. Equity Incentive Plan: (Continued)
As of June 30, 2009, there was $6,971 of total unrecognized compensation cost related to non-vested restricted stock awards, which is expected to be recognized as compensation expense over a weighted average period of 3.0 years as follows:
|
Amount |
July 1 to December 31, 2009 |
1,681 |
2010 |
2,274 |
2011 |
1,548 |
2012 |
1,140 |
2013 |
306 |
2014 |
22 |
|
6,971 |
12. |
Common Stock and Additional Paid-In Capital: |
Aegean was formed on June 6, 2005, under the laws of Marshall Islands. The Company's authorized common and preferred stock since inception consisted of 100,000,000 common shares (all in registered form), par value $0.01 per share and 25,000,000 preferred shares (all in registered form), par value $0.01 per share.
As of June 30, 2009, the Company had no shares of preferred stock issued and outstanding and had 42,586,505 shares of common stock, with a par value of $0.01, issued and outstanding.
During the six months ended June 30, 2009, the Company declared and paid dividends of $0.01 per share totaling to $858.
13. |
Business Segments and Geographical Information: |
The Company is primarily a physical supplier in the downstream marine petroleum products industry. Marine petroleum products mainly consist of different classifications of marine fuel oil, marine gas oil and lubricants.
The Company cannot and does not identify expenses, profitability or other financial performance measures by type of marine petroleum product supplied, geographical area served, nature of services performed or on anything other than on a consolidated basis (although the Company is able to segregate
revenues on these various bases). As a result, management, including the chief operating decision maker, reviews operating results on a consolidated basis only. Therefore, the Company has determined that it has only one operating segment.
AEGEAN MARINE PETROLEUM NETWORK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (Continued)
(Expressed in thousands of U.S. dollars –
except share and per share data, unless otherwise stated)
13. |
Business Segments and Geographical Information: (Continued) |
Information concerning the Company's total sales of marine petroleum products is presented as follows, attributed based on the point-of-delivery geographical locations of customer vessels:
|
Six Months Ended June 30, |
|
2008 |
|
2009 |
Europe |
526,235 |
|
336,623 |
America |
157,522 |
|
142,811 |
Africa |
48,087 |
|
29,052 |
Asia |
537,157 |
|
390,680 |
Total |
1,269,001 |
|
899,166 |
The Company's long-lived assets mainly consist of bunkering tankers which are positioned across the Company's existing territories and which management, including the chief operating decision maker, review on a periodic basis and reposition among the Company's existing or new territories to optimize the vessel per geographical territory
ratio.
The Company's vessels operate within or outside the territorial waters of each geographical location and, under international law; shipping vessels usually fall under the jurisdiction of the country of the flag they sail. The Company's vessels are not permanently located within particular territorial waters and the Company is free
to mobilize all its vessels worldwide at its own discretion.
The following disclosure of the locations of long-lived assets is based on the physical locations of the assets, which are not necessarily indicative of the territories that have jurisdiction over such assets:
|
December 31, 2008 |
|
June 30, 2009 |
Europe |
127,827 |
|
114,594 |
America |
10,470 |
|
20,619 |
Africa |
12,663 |
|
12,379 |
Asia |
84,856 |
|
105,264 |
Total |
235,816 |
|
252,856 |
14. Subsequent Events:
The Company has evaluated subsequent events through August 13, 2009, and no significant subsequent events have occurred.