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The Company recorded net income of $7.5 million, or $0.18 basic and diluted earnings per share, for the three months ended March 31, 2008. For purposes of comparison, the Company reported net income of $6.6 million, or $0.16 basic and diluted earnings per share, for the three months ended March 31, 2007. The weighted average basic and diluted shares outstanding for the three months ended March 31, 2008 were 42,471,325 and 42,622,326, respectively. The weighted average basic and diluted shares outstanding for the three months ended March 31, 2007 were 42,410,000 and 42,432,474, respectively.
During the three months ended March 31, 2008, the Company incurred operating expenses totaling $0.5 million related to its service center in Portland, United Kingdom, which commenced revenue-generating operations on April 1, 2008. Adjusted net income, excluding these items, was $8.0 million or $0.19 basic and diluted earnings per share.
Total revenues for the three months ended March 31, 2008 increased by 148.8% to $532.0 million compared to $213.8 million for the same period in 2007. For the three months ended March 31, 2008, sales of marine petroleum products increased by 150.5% to $530.4 million compared to $211.7 million for the same period in 2007.
Results for the first quarter of 2008 were driven by a 74.6% increase in the gross spread on marine petroleum products to $31.6 million compared to $18.1 million for the same period in 2007. For the three months ended March 31, 2008, the volume of marine fuel sold increased 47.6% to 1,060,134 metric tons compared to 718,445 metric tons in the same period in 2007, as sales volumes in the Company's service centers located in the United Arab Emirates and Singapore improved significantly. Furthermore, results for the first quarter of 2008 included sales volumes from Aegean's new service center in Northern Europe following consummation of the Company's acquisition of Bunkers at Sea NV in October 2007, as well as sales volumes from Aegean's newly-established service center in West Africa, which commenced revenue-generating activities on January 15, 2008. During the three months ended March 31, 2008, the gross spread per metric ton of marine fuel sold increased to $29.7 per metric ton, compared to $24.8 per metric ton during the three months ended March 31, 2007.
Operating income for the three months ended March 31, 2008, was $8.5 million compared to $6.0 million for the same period in 2007. 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 $24.8 million for the three months ended March 31, 2008 compared to $14.2 million for the same period in 2007. This increase was principally due to a larger fleet of bunkering tankers and floating storage facilities owned and operated by the Company during the first quarter of 2008 compared to the first quarter of 2007.
Net income for the first quarter of 2008, which totalled $7.5 million, was adversely affected by higher interest costs. The Company principally incurs interest expense on its revolving overdraft facility used to finance working capital requirements. Furthermore, the Company incurs interest expense on its long-term debt used to finance the construction of its bunkering tankers on order. The Company capitalizes interest incurred on long-term debt during the construction phase of its vessels and recognizes interest expense in its income statement as soon as a vessel is delivered from the shipyard.
E. Nikolas Tavlarios, President, commented, "We are pleased by our strong start to 2008 as we continue to expand our global presence and logistics infrastructure. Building upon the successful launch of our new service center in Northern Europe, we commenced operations in West Africa during the first quarter of 2008. We also initiated sales activities for our third new service center, located in the U.K., on April 1, 2008. Complementing this success, we took delivery of two double-hull bunkering tanker newbuildings during the first quarter and remain on schedule to take delivery of six additional newly built double-hull bunkering tankers this year. By significantly expanding our global network for the physical supply of marine fuel and our delivery capacity, we expect to further capitalize on the positive industry fundamentals and strengthen our leading position as a full-service independent supplier of marine fuel."
Liquidity and Capital Resources
As of March 31, 2008, the Company had cash and cash equivalents of $10.6 million and working capital of $66.4 million. Non-cash working capital, or working capital excluding cash and debt, was $160.1 million as of March 31, 2008, down from $190.2 million as of December 31, 2007.
Net cash provided by operating activities was $40.3 million for the three months ended March 31, 2008. Net income, as adjusted for non-cash items, was $11.7 million for the period and the net negative change in working capital accounts added $30.3 million in cash during the period. The Company made drydocking payments of $1.7 million during the three-month period ended March 31, 2008. Net cash used in investing activities was $12.0 million for the three months ended March 31, 2008, mainly due to additional payments of $22.1 million under the Company's construction contracts with the shipyards. Furthermore, the reduction in restricted cash balances resulted in cash inflows to the Company of $10.3 million. Net cash used in financing activities amounted to $19.7 million for the three months ended March 31, 2008, mainly due to the use of surplus cash provided by operating activities to pay down debt outstanding under the Company's revolving overdraft facility.
As of March 31, 2008, the Company had approximately $60.6 million in available liquidity to finance working capital requirements, which includes unrestricted cash and cash equivalents and the available undrawn amount under the Company's $150.0 million revolving overdraft facility, which is a part of the Company's $300.0 million senior secured credit facility. Also, as of March 31, 2008, the Company had a $150 million revolving guarantee and letter of credit facility under the Company's $300.0 million senior secured credit facility. Standby letters of credit are critical drivers of growth in the marine fuel industry as most suppliers of refined marine fuel transact on a secured basis. Finally, the Company had funds of approximately $145.7 million available under the Company's secured term loans to finance the construction of its new double-hull bunkering tankers.
Ziad Nakhleh, Chief Financial Officer, stated, "Our financial results for the first quarter of 2008 were led by significant sales volume growth in our Singapore and UAE service centers. We also reported sales volumes during the first quarter for our new locations in Northern Europe and West Africa, which commenced operations in the fourth quarter of 2007 and the first quarter of 2008, respectively. Our notable performance was partially offset by temporary market disruptions in Gibraltar, financing costs of our increased working capital requirements and pre-operating costs related to our new U.K. service center, which had not yet commenced operations. We believe the considerable growth in our integrated platform for the worldwide delivery of marine fuel combined with our strong working capital base bodes well for management to further enhance the Company's earnings potential as we continue to execute our long-term growth strategy."
Summary Consolidated Financial and Other Data (Unaudited) For the Three Months Ended March 31, 2007 2008 (in thousands of U.S. dollars, unless otherwise stated) Income Statement Data: Sales of marine petroleum products $211,677 $530,372 Voyage and other revenues 2,080 1,657 Total revenues 213,757 532,029 Cost of marine petroleum products sold 193,588 496,129 Salaries, wages and related costs 4,509 8,422 Depreciation and amortization 2,234 3,687 All other operating expenses 7,434 15,305 Operating income 5,992 8,486 Net financing income (cost) 582 (2,233) Other non-operating income 14 1,248 Net income $6,588 $7,501 Basic and diluted earnings per share (U.S. dollars) $0.16 $0.18 Other Financial Data: Gross spread on marine petroleum products (1) $18,089 $31,626 Gross spread on lubricants (1) 306 193 Gross spread on marine fuel (1) 17,783 31,433 Gross spread per metric ton of marine fuel sold (U.S. dollars) (1) 24.8 29.7 Net cash provided by (used in) operating activities (3,561) 40,280 Net cash used in investing activities 18,424 11,951 Net cash provided by (used in) financing activities $2,640 $(19,662) Sales Volume Data (Metric Tons): (2) Greece service center 96,470 85,681 Gibraltar service center 274,991 228,343 UAE service center 133,511 260,886 Jamaica service center 155,857 149,101 Singapore service center 53,266 233,651 Northern Europe service center - 72,033 Ghana service center - 26,610 Other sales volumes (3) 4,350 3,829 Total sales volumes 718,445 1,060,134 Other Operating Data: Number of operating bunkering tankers, end of period (4) 12.0 20.0 Average number of operating bunkering tankers (4)(5) 12.0 18.5 Number of operational floating storage facilities, end of period (6) 1.0 3.0 As of As of December 31, 2007 March 31, 2008 Unaudited Unaudited (in thousands of U.S. dollars, unless otherwise stated) Balance Sheet Data: Cash and cash equivalents 1,967 10,634 Gross trade receivables 193,257 183,909 Allowance for doubtful accounts (1,603) (1,360) Inventories 97,140 98,258 Current assets 314,864 310,948 Total assets 566,957 583,648 Trade payables 105,055 131,082 Current liabilities (including current portion of long-term debt) 251,335 244,598 Total debt 208,031 190,362 Total liabilities 323,232 331,135 Total stockholder's equity 243,725 252,513 Working Capital Data: Working capital (7) 63,529 66,350 Working capital excluding cash and debt (7) 190,212 160,110 (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, i.e., the amount the Company pays its suppliers for those products. 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: For the Three Months Ended March 31, 2007 2008 (in thousands of U.S. dollars, unless otherwise stated) Sales of marine petroleum products 211,677 530,372 Less: Cost of marine petroleum products sold (193,588) (496,129) Less: Cargo transportation costs - (2,617) Gross spread on marine petroleum products 18,089 31,626 Less: Gross spread on lubricants (306) (193) Gross spread on marine fuel 17,783 31,433 Sales volume of marine fuel (metric tons) 718,445 1,060,134 Gross spread per metric ton of marine fuel sold (U.S. dollars) 24.8 29.7 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 data details the volume of marine fuel sold per service center. 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 service centers include its physical supply operations in the United Arab Emirates, Gibraltar, Jamaica, Singapore, Northern Europe and Ghana, as well as Greece, where the Company conducts operations through its related company, Aegean Oil. Sales volumes of marine fuel attributed to each service center are based on the point-of-delivery geographical location of the customer vessels. (3) Other sales volumes represent sales volumes of marine fuel not attributed to any of the Company's service centers. From time to time, the Company conducts limited marine fuel trading activities, generally in locations where the Company does not have service centers. This business involves activities whereby the Company contracts with third party physical suppliers to sell the Company marine fuel and to deliver the marine fuel to a customer in the relevant port. These trading activities do not involve the Company's physical possession of marine fuel and require less complex logistical operations, and infrastructure. As such, the Company typically earns a significantly lower gross spread from its trading activities than from its physical supply activities. (4) This data does not include the Company's Aframax tanker, the Leader, and Panamax tankers, the Fos and the Ouranos, because these vessels are classified as floating storage facilities. (5) Average number of bunkering tankers is the number of bunkering tankers in the Company's fleet for the relevant period, as measured by the sum of the number of days each bunkering tanker was used as a 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. (6) As of March 31, 2008, the Company used its two Panamax tankers, the Ouranos and the Fos, as floating storage facilities in the United Arab Emirates and Ghana, respectively, and its Aframax tanker, the Leader, as a floating storage facility in Gibraltar. 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.
First Quarter 2008 Dividend Announcement
On May 13, 2008, the Company's Board of Directors declared a first quarter 2008 dividend of $0.01 per share payable on June 6, 2008 to shareholders of record as of May 23, 2008. The dividend amount was determined in accordance with the Company's dividend policy of paying cash dividends on a quarterly basis subject to factors including the requirements of Marshall Islands law, future earnings, capital requirements, financial condition, future prospects and such other factors as are determined by the Company's Board of Directors. The Company anticipates retaining most of its future earnings, if any, for use in operations and business expansion.
Conference Call and Webcast Information
Aegean Marine Petroleum Network Inc. will conduct a conference call and simultaneous Internet webcast at 8:30 a.m. ET on Thursday, May 15, 2008, to discuss its 2008 first quarter results. Investors may access the webcast, and related slide presentation, by visiting the Company's website at www.ampni.com, and clicking on the webcast link. The conference call also may be accessed via telephone by dialing 877-795-3648 (for U.S.-based callers) or 719-325-4766 (for international callers) and enter the passcode: 1102674.
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 by dialing 888-203-1112 (for U.S.-based callers) or 719-457-0820 (for international callers) and enter the passcode: 1102674.
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. As a physical supplier, the Company purchases marine fuel from refineries, major oil producers and other sources. The Company sells and delivers these fuels to a diverse group of ocean-going and coastal ship operators and marine fuel traders, brokers and other users through its service centers in Greece, Gibraltar, Singapore, Jamaica, the United Arab Emirates, Northern Europe, West Africa and the United Kingdom.
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.
(See unaudited condensed consolidated financial statements attached) AEGEAN MARINE PETROLEUM NETWORK INC. CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2007 AND MARCH 31, 2008 (UNAUDITED)
(Expressed in thousands of U.S. dollars - except for share and per share data)
December 31, 2007 March 31, 2008 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,967 $ 10,634 Trade receivables, net of allowance for doubtful accounts of $1,603 and $1,360, as of December 31, 2007 and March 31, 2008, respectively 191,654 182,549 Due from related companies 3,686 6,280 Inventories 97,140 98,258 Prepayments and other current assets 12,417 13,227 Restricted cash 8,000 - Total current assets 314,864 310,948 FIXED ASSETS: Advances for vessels under construction and acquisitions 84,378 81,569 Vessels, cost 149,866 177,168 Vessels, accumulated depreciation (14,312) (17,021) Vessels' net book value 135,554 160,147 Other fixed assets, net 1,431 1,563 Total fixed assets 221,363 243,279 OTHER NON-CURRENT ASSETS: Restricted cash 10,171 7,849 Deferred charges, net 8,869 9,963 Concession Agreement 7,720 7,642 Goodwill 3,943 3,943 Other non-current assets 27 24 Total assets $566,957 $583,648 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Short-term borrowings $133,000 $100,000 Current portion of long-term debt 3,650 4,394 Trade payables to third parties 77,862 114,111 Trade payables to related companies 27,193 16,971 Other payables to related companies 160 50 Accrued and other current liabilities 9,470 9,072 Total current liabilities 251,335 244,598 LONG-TERM DEBT, net of current portion 71,381 85,968 OTHER NON-CURRENT LIABILITIES 516 569 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; 42,461,428 and 42,488,720 shares, issued and outstanding at December 31, 2007 and March 31, 2008, respectively 425 425 Additional paid-in capital 187,795 188,182 Accumulated other comprehensive income - 1,327 Retained earnings 55,505 62,579 Total stockholders' equity 243,725 252,513 Total liabilities and stockholders' equity $566,957 $583,648
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 THREE MONTHS ENDED MARCH 31, 2007 AND 2008 (UNAUDITED)
(Expressed in thousands of U.S. dollars - except for share and per share data)
Three Months Ended March 31, 2007 2008 REVENUES: Sales of marine petroleum products - third parties $208,354 $526,002 Sales of marine petroleum products - related companies 3,323 4,370 Voyage revenues 1,728 - Other revenues 352 1,657 Total revenues 213,757 532,029 OPERATING EXPENSES: Cost of marine petroleum products sold - third parties 165,950 454,015 Cost of marine petroleum products sold - related companies 27,638 42,114 Salaries, wages and related costs 4,509 8,422 Depreciation 1,306 2,770 Amortization of drydocking costs 928 839 Amortization of concession agreement - 78 Management fees 45 - Other operating expenses 7,389 15,305 Total operating expenses 207,765 523,543 Operating income 5,992 8,486 OTHER INCOME/(EXPENSE): Interest and finance costs (344) (2,368) Interest income 926 135 Foreign exchange gains, net 15 1,251 597 (982) Income before income taxes 6,589 7,504 Income taxes (1) (3) Net income $6,588 $7,501 Basic earnings per common share $0.16 $0.18 Diluted earnings per common share $0.16 $0.18 Weighted average number of shares, basic 42,410,000 42,471,325 Weighted average number of shares, diluted 42,432,474 42,622,326
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 THREE MONTHS ENDED MARCH 31, 2007 AND 2008 (UNAUDITED) (Expressed in thousands of U.S. dollars) Three Months Ended March 31, 2007 2008 Cash flows from operating activities: Net income $6,588 $7,501 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 1,306 2,770 Provision for doubtful accounts 302 (243) Share-based compensation 260 387 Amortization 928 1,237 Other non-cash charges 208 70 Changes in assets and liabilities Decrease (increase) in trade receivables (10,258) 9,348 Increase in due from related companies (3,427) (2,594) Increase in inventories (4,078) (1,118) Increase in prepayments and other current assets (354) (810) Increase in trade payables 3,086 26,027 Decrease in other payables to related companies (98) (110) Increase (decrease) in accrued and other current liabilities 2,897 (397) Decrease in other non-current assets - 3 Payments for dry-docking (921) (1,791) Net cash provided by (used in) operating activities (3,561) 40,280 Cash flows from investing activities: Advances for vessels under construction (6,647) (22,080) Advances for acquired assets (12,906) - Purchase of other fixed assets (87) (193) Decrease in restricted cash 1,216 10,322 Net cash used in investing activities (18,424) (11,951) Cash flows from financing activities: Proceeds from long-term debt 3,065 14,747 Repayment of long-term debt - (520) Net change in short-term borrowings - (33,000) Financing costs paid - (462) Dividends paid (425) (427) Net cash provided by (used in) financing activities 2,640 (19,662) Net increase (decrease) in cash and cash equivalents (19,345) 8,667 Cash and cash equivalents at beginning of period 82,425 1,967 Cash and cash equivalents at end of period $63,080 $10,634
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 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 consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that might be expected for the fiscal year ended December 31, 2008.
The unaudited consolidated financial statements presented in this report should be read in conjunction with the Company's audited combined and consolidated financial statements and footnotes thereto as of and for the year ended December 31, 2007.
2. Adoption of New Accounting Standards:
In February 2007, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with changes in fair value recognized in earnings. SFAS 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. The adoption of SFAS 159 did not have a material impact on the Company's financial statements.
In September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements" ("SFAS 157"). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements, but applies under other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The adoption of SFAS 157 did not have a material impact on the Company's financial statements.
3. Inventories:
The amounts shown in the accompanying consolidated balance sheets are analyzed as follows: December 31, March 31, 2007 2008 Held for sale: Marine Fuel Oil 72,255 86,640 Marine Gas Oil 22,950 9,653 95,205 96,293 Held for consumption: Marine fuel 1,195 1,038 Lubricants 646 822 Victuals 94 105 1,935 1,965 Total 97,140 98,258 4. Advances for Vessels Under Construction and Acquisitions:
During the three months ended March 31, 2008, the movement of the account, advances for vessels under construction and acquisitions, was as follows:
Balance, January 1, 2008 84,378 Advances for vessels under construction and related costs 24,493 Vessels delivered and operational (27,302) Balance, March 31, 2008 81,569
On February 28, 2008, and in connection with the call option agreement with the Qingdao Hyundai Shipbuilding Co. Ltd. ("Qingdao Hyundai"), the Company signed four separate shipbuilding contracts with Qingdao Hyundai for four 5,500 dwt, double skin, double bottom product oil tankers (hull numbers QHS-225 to 228). The construction price of each contract is $10,600, of which $3,180 is payable in advance, $2,120 is payable upon steel-cutting, $2,120 is payable upon keel-laying, $2,120 is payable upon launching and $1,060 is payable upon delivery and acceptance.
The amounts shown in the accompanying 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.
As of March 31, 2008, advances for vessels under construction and acquisitions, is analyzed as follows:
March 31, 2008 Year of Expected Contract Contract Capitalized Vessel Name Delivery Amount Payments Costs Total Fujian Shipyard DN-3500-6 2008 8,425 4,592 189 4,781 DN-3500-7 2008 8,425 3,973 150 4,123 DN-3500-8 2008 8,425 2,952 146 3,098 DN-3500-9 2008 8,425 2,953 128 3,081 DN-3500-10 2008 8,425 1,933 103 2,036 DN-3800-11* 2009 7,890 755 28 783 DN-3800-12* 2009 7,890 755 28 783 DN-3800-13* 2009 7,890 755 29 784 DN-3800-14* 2009 7,890 755 27 782 DN-3800-15* 2009 7,890 755 28 783 Severnav Shipyard N 2220000 2008 13,169 8,573 733 9,306 N 2230007 2008 13,169 6,835 477 7,312 Qingdao Hyundai Shipyard QHS-207 2009 11,600 6,080 127 6,207 QHS-208 2009 11,600 4,080 116 4,196 QHS-209 2009 11,600 4,080 106 4,186 QHS-210 2009 11,600 4,080 114 4,194 QHS-215 2009 11,600 4,080 105 4,185 QHS-216 2009 11,600 2,000 99 2,099 QHS-217 2009 11,600 2,000 99 2,099 QHS-220 2008 11,000 7,930 283 8,213 QHS-221 2008 11,000 4,940 250 5,190 QHS-222 2009 11,000 1,020 88 1,108 QHS-223 2009 11,000 1,020 88 1,108 QHS-224 2009 11,000 1,020 112 1,132 QHS-225* 2009 10,600 - - - QHS-226* 2010 10,600 - - - QHS-227* 2010 10,600 - - - QHS-228* 2010 10,600 - - - Total 286,513 77,916 3,653 81,569
* Contract amount does not include the contract with the engineering firm which, as of March 31, 2008, was not signed. This contract is expected to be signed during 2008.
As of March 31, 2008, the remaining obligations under these contracts are payable as follows:
Amount April 1 to December 31, 2008 113,214 2009 92,203 2010 3,180 208,597 5. Vessels: During the three months ended March 31, 2008, the movement of the account, vessels, was as follows: Accumulated Net Book Cost Depreciation Value Balance, January 1, 2008 149,866 (14,312) 135,554 - Vessels acquired and delivered 27,302 - 27,302 - Depreciation - (2,709) (2,709) Balance, March 31, 2008 177,168 (17,021) 160,147
On January 18, 2008, the newly-constructed bunkering tanker, DN-3500-3 (subsequently named "Kithnos"), was operational in the Company's service center in United Arab Emirates. The capitalized cost of this vessel of $9,272, includes the construction cost of the vessel of $8,425 and capitalized costs of $847.
On February 2, 2008, the newly-constructed bunkering tanker, DN-3500-4 (subsequently named "Amorgos"), was operational in the Company's service center in Gibraltar. The capitalized cost of this vessel of $9,118, includes the construction cost of the vessel of $8,425 and capitalized costs of $693.
On March 29, 2008, the newly-constructed bunkering tanker, DN-3500-5 (subsequently named "Kimolos"), was operational in the Company's service center in Singapore. The capitalized cost of this vessel of $8,912, includes the construction cost of the vessel of $8,425 and capitalized costs of $487.
6. Deferred Charges:
During the three months ended March 31, 2008, the movement of the account, deferred charges, was as follows:
Drydocking Financing Costs Total Balance, January 1, 2008 7,999 870 8,869 - Additions 1,791 462 2,253 - Amortization (839) (320) (1,159) Balance, March 31, 2008 8,951 1,012 9,963
The amortization for drydocking costs is separately reflected in the accompanying consolidated statements of income. The amortization of financing costs is included in interest and finance costs in the accompanying consolidated statements of income.
7. Total Debt:
The amounts comprising total debt are presented in the accompanying consolidated balance sheets as follows:
December 31, March 31, Loan Facility 2007 2008 Short-term borrowings: Overdraft facility under senior secured credit facility dated 12/21/2007 133,000 100,000 Total short-term borrowings 133,000 100,000 Long-term debt: Secured syndicated term loan dated 10/26/2005 15,093 16,199 Secured syndicated term loan dated 8/30/2005 17,668 19,060 Secured term loan facility under senior secured credit facility dated 12/19/2006 19,342 25,325 Secured term loan dated 10/25/2006 3,760 6,110 Secured term loan dated 10/27/2006 4,512 4,512 Secured syndicated term loan dated 10/30/2006 11,500 16,000 Secured term loan dated 7/5/2007 3,156 3,156 Total 75,031 90,362 Less: Current portion of long-term debt (3,650) (4,394) Long-term debt, net of current portion 71,381 85,968
As of March 31, 2008, the Company had an available unutilized overdraft line of $50,000 under its secured senior credit facility, and had an available unutilized aggregate amount of $145,712 under its secured term loan facilities.
The annual principal payments of long-term debt required to be made after March 31, 2008, are as follows:
Amount April 1 to December 31, 2008 3,020 2009 6,011 2010 6,782 2011 6,636 2012 6,392 2013 and thereafter 61,521 90,362 8. Other Operating Expenses: The amounts in the accompanying consolidated statements of income are analyzed as follows: Three Months Ended March 31, 2007 2008 Bunkering tanker voyage expenses 45 183 Bunkering tanker insurance 299 396 Bunkering tanker repairs and maintenance 431 1,106 Bunkering tanker spares and consumable stores 332 618 Bunkering tanker consumption of marine petroleum products 1,324 3,500 Cargo transportation - 2,617 Provision for doubtful accounts 302 (244) Operating costs of Aegean Hellas 1,545 - Operating costs of storage facilities 248 1,003 Other 2,863 6,126 Total 7,389 15,305 9. Contingencies:
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 Company believes that this claim is unwarranted and lacking in merit, and management is confident that the Company will not incur a material loss in connection with this lawsuit.
Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of business. In addition, losses may arise from disputes with charterers and agents and insurance and other claims with suppliers relating to the operations of the Company's vessels. Currently, management is not aware of any such claims or contingent liabilities for which a provision should be established in these 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 combined and consolidated financial statements. The Company's Protection and Indemnity ("P&I") insurance policies cover third-party liability and other expenses related to injury or death of crew, passengers and other third parties, loss or damage of cargo, claims arising from collisions with other vessels, damage to other third-party property, and pollution arising from oil or other substances. The Company's coverage under the P&I insurance policies, except for pollution, is unlimited. Coverage for pollution is $1 billion per vessel per incident.
10. Equity Incentive Plan:
The following table summarizes the status of the Company's unvested restricted stock outstanding for the three months ended March 31, 2008:
Unvested Weighted Average Restricted Stock Grant Date Fair Value January 1, 2008 227,082 15.51 Vested (27,292) 14.06 March 31, 2008 199,790 15.71
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 $387 was recognized and included under salaries, wages and related costs in the accompanying condensed consolidated statement of income for the three months ended March 31, 2008.
As of March 31, 2008, there was $1,764 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 2.2 years as follows:
Amount April 1 to December 31, 2008 792 2009 592 2010 291 2011 89 1,764 11. 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 March 31, 2008, the Company had no shares of preferred stock issued and outstanding and had 42,488,720 shares of common stock, with a par value of $0.01, issued and outstanding.
During the three months ended March 31, 2008, the Company declared and paid dividends of $427.
12. Accumulated Other Comprehensive Income:
During 2008, the Company reported cumulative translation adjustments in accumulated other comprehensive income, arising from the translation of the financial statements of its Euro functional currency subsidiaries into U.S. dollars. As of December 31, 2007 and March 31, 2008, the amount of cumulative translation adjustments was $0 and $1,327, respectively.
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.
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:
Three Months Ended March 31, 2007 2008 Greece 28,616 43,637 Gibraltar 78,120 112,043 United Arab Emirates 39,959 127,525 Jamaica 45,528 74,991 Singapore 16,077 111,502 Northern Europe - 37,953 Ghana - 17,140 Other 3,377 5,581 Total 211,677 530,372
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, 2007 March 31, 2008 Gibraltar 39,510 38,359 United Arab Emirates 31,364 39,616 Jamaica 10,975 10,099 Singapore 29,245 37,898 Northern Europe 19,639 21,731 Ghana - 12,608 Other 6,252 1,399 Total 136,985 161,710
Aegean Marine Petroleum Network Inc.CONTACT: Aegean Marine Petroleum Network Inc., +1-212-763-5665, or
investor@ampni.com; or Investor Relations, Leon Berman, Principal of The
IGB Group, +1-212-477-8438
Web site: http://www.ampni.com//