UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of May 2017
Commission File Number: 001-33179
AEGEAN MARINE PETROLEUM NETWORK INC.
(Translation of registrant's name into English)
10, Akti Kondili
185 45, Piraeus
Greece
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________.
Note
: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________.
Note
: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 1 to this Report on Form 6-K is a copy of the press release of Aegean Marine Petroleum Network Inc. (the "Company"), dated May 23, 2017, announcing the Company's financial and operating results for the first quarter ended March 31, 2017.
Attached as Exhibit 2 is a copy of the Company's consolidated financial statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AEGEAN MARINE PETROLEUM NETWORK INC.
(registrant)
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Dated: May 23, 2017
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By:
/s/ E. Nikolas Tavlarios
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Name: E. Nikolas Tavlarios
Title: President
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Exhibit 1
Aegean Marine Petroleum Network Inc.
Announces First Quarter 2017 Financial Results
New York, NY, May 23, 2017 – Aegean Marine Petroleum Network Inc. (NYSE: ANW) ("Aegean" or the "Company") today announced financial and operating results for the first quarter ended March 31, 2017.
First Quarter Financial Highlights
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Recorded sales volumes of 4,450,263 metric tons.
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Achieved gross profit of $80.3 million.
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Generated operating income of $13.9 million.
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Recorded net income attributable to Aegean shareholders of $1.4 million or $0.03 basic and diluted earnings per share.
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Generated EBITDA of $21.9 million.
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First Quarter Operational Highlights
E. Nikolas Tavlarios, Aegean's President, commented, "Our results in the quarter were impacted by increased competition across operations and continued challenging market dynamics. These results do not reflect the overall strength of our business or our strong track record of delivering consistent growth and stable financial results. To position Aegean for continued success, we are actively managing our business and taking decisive action to improve performance despite industry headwinds. We are controlling what we can control by shifting our strategy
towards a more asset-light model and taking
a strategic view of our operations to enhance efficiency. Consistent with our focus of actively managing our fleet, we are
marketing several vessels for sale, charter, or redeployment to the highest growth areas.
We are confident that these initiatives, once fully implemented, will drive improved performance and value creation."
Financial Results
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Revenue – The Company reported total revenue of $1.5 billion for the first quarter of 2017, an increase of 102.5% compared to the same period in 2016, primarily due to the increase in oil prices. Voyage and other revenues were, $20.0 million, approximately $1.9 million more than the same period in 2016.
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Gross Profit – Gross Profit, which equals total revenue less directly attributable cost of revenue decreased by 0.7% to $80.3 million in the first quarter of 2017 compared to $80.9 million in the same period in 2016.
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Operating Expense – The Company reported operating expense of $66.5 million for the first quarter of 2017, an increase of $3.9 million or 6.2% compared to the same period in prior year due mainly to higher marine fuel costs for our fleet and additional offices.
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Operating Income – Operating income for the first quarter of 2017 was $13.9 million, a decrease of 4.4 million or 24.0% compared to the same period in prior year.
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Net Income – Net income attributable to Aegean shareholders for the three months ended March 31, 2017 was $1.4 million, or $0.03 per basic and diluted share, a decrease of $10.4 million or 88.1% compared to the same period in 2016 due mainly to higher operating expenses and finance costs.
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Operational Metrics
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Sales Volume – For the three months ended March 31, 2017, the Company reported marine fuel sales volumes of 4,450,263 metric tons, an increase of 5.6% compared to the same period in 2016.
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EBITDA Per Metric Ton of Marine Fuel Sold – For the three months ended March 31, 2017, the Company reported
EBITDA per metric ton of marine fuel sold of $4.93. EBITDA per metric ton of marine fuel sold in the prior year period was $6.44 per metric ton.
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Gross Spread Per Metric Ton of Marine Fuel Sold – For the three months ended March 31, 2017, the Company reported
gross spread per metric ton of marine fuel sold on an aggregate basis of $16.3. Gross spread per metric ton of marine fuel sold in the prior year period was $17.6.
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Liquidity and Capital Resources
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Net cash used in operating activities was $67.1 million for the three months ended March 31, 2017 due mainly to higher sales volumes in the U.S. and Northern Europe.
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Net income as adjusted for non-cash items (as defined in Note 9 below) was $3.9 million for the same period.
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Net cash used in investing activities was $2.8 million for the three months ended March 31, 2017, primarily due to advances for fixed assets under construction.
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Net cash provided by financing activities was $36.4 million for the three months ended March 31, 2017, primarily due to higher sales volumes.
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As of March 31, 2017, the Company had cash and cash equivalents of $60.4 million and working capital of $432.4 million. Non-cash working capital, or working capital excluding cash and debt, was $708.2 million.
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As of March 31, 2017, the Company had $836.5 million undrawn amounts under its working capital facilities and $60.4 million of unrestricted cash and cash equivalents to finance working capital requirements.
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The weighted average basic and diluted shares outstanding for the three months ended March 31, 2017 was 37,735,380. The weighted average basic and diluted shares outstanding for the three months ended March 31, 2016 was 47,545,710.
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Spyros Gianniotis, Aegean's Chief Financial Officer, stated, "During the quarter, we maintained our financial flexibility and balance sheet strength, as we have done throughout various market conditions. To further enhance profitability, we are actively evaluating our markets to redeploy assets and capital to opportunities we believe will generate the best return and accelerate our initiatives to rationalize expenses. "
Summary Consolidated Financial and Other Data (Unaudited)
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For the Three Months Ended March 31,
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2016
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2017
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(in thousands of U.S.dollars, unless
otherwise stated)
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Income Statement Data:
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Revenues - third parties
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$
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748,516
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$
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1,519,025
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Revenues - related companies
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4,416
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5,233
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Total revenues
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752,932
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1,524,258
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Cost of revenues - third parties
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661,626
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1,424,280
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Cost of revenues
–
related companies
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10,438
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19,645
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Total cost of revenues
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672,064
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1,443,925
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Gross profit
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80,868
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80,333
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Operating expenses:
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Selling and distribution
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50,772
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54,885
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General and administrative
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11,496
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11,415
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Amortization of intangible assets
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300
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167
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Operating income
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18,300
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13,866
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Net financing cost
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(9,361
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)
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(12,073
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)
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Foreign exchange gains, net
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239
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307
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Income taxes benefit / (expense)
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2,592
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(729
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)
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Net income
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11,770
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1,371
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Less income attributable to non-controlling interest
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-
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17
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Net income attributable to AMPNI shareholders
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$
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11,770
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$
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1,354
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Basic earnings per share (U.S. dollars)
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$
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0.24
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$
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0.03
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Diluted earnings per share (U.S. dollars)
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$
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0.24
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$
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0.03
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EBITDA
(1)
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$
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27,147
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$
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21,938
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Other Financial Data:
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Gross spread on marine petroleum products
(2)
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$
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75,068
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$
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73,151
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Gross spread on lubricants
(2)
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734
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626
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Gross spread on marine fuel
(2)
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74,334
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72,525
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Gross spread per metric ton of marine
fuel sold (U.S. dollars)
(2)
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17.6
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16.3
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Net cash provided by / (used) in operating activities
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$
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10,944
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$
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(67,090
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Net cash (used in) / provided by investing activities
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(8,755
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(2,842
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Net cash (used in) / provided by financing activities
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(6,024
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36,353
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Sales Volume Data (Metric Tons):
(3)
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Total sales volumes
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4,212,636
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4,450,263
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Other Operating Data:
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Number of owned bunkering tankers, end of period
(4)
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49.0
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45.0
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Average number of owned bunkering tankers
(4)(5)
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49.0
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45.0
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Special Purpose Vessels, end of period
(6)
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1.0
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1.0
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Number of operating storage facilities, end of period
(7)
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14.0
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12.0
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Summary Consolidated Financial and Other Data (Unaudited)
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As of
December 31,
2016
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As of
March 31,
2017
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(in thousands of U.S. dollars,
unless otherwise stated)
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Balance Sheet Data:
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Cash and cash equivalents
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93,836
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60,391
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Gross trade receivables
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512,398
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627,176
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Allowance for doubtful accounts
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(8,647
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(9,411
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Inventories
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187,766
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172,342
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Total Current assets
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909,252
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963,282
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Total assets
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1,600,933
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1,651,216
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Trade payables
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131,584
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141,890
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Total Current liabilities (including current portion of long-term debt)
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497,712
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530,836
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Total debt
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817,631
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853,309
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Total liabilities
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1,011,342
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1,055,260
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Total stockholder's equity
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589,591
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595,956
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Working Capital Data:
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Working capital
(8)
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411,540
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432,446
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Working capital excluding cash and debt
(8)
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629,370
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708,231
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Notes:
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1.
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EBITDA represents net income before interest, taxes, depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by United States generally accepted accounting principles, or U.S. GAAP, and our calculation of EBITDA may not be comparable to that recorded by other companies. Adjusted EBITDA represents net income before interest, taxes, depreciation and amortization, vessel and investment impairments, gains/losses on vessel disposals and other non-recurring exceptional items. EBITDA and Adjusted EBITDA are included herein because they are a basis upon which the Company assesses its operating performance.
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Adjusted EBITDA per metric ton of marine fuel sold represents the net income before interest, taxes, depreciation and amortization, vessel and investment impairments, gains/losses on vessel disposals and other non-recurring exceptional items the Company generates per metric ton of marine fuel sold. The Company calculates Adjusted EBITDA per metric ton of marine fuel sold by dividing the EBITDA by the sales volume of marine fuel. Marine fuel sales do not include sales of lubricants.
The following table reconciles net income attributable to AMPNI to EBITDA, Adjusted EBITDA and Adjusted EBITDA per metric ton of marine fuel sold for the periods presented:
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For the Three Months Ended March 31,
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2016
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2017
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(in thousands of U.S. dollars,
unless otherwise stated)
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Net income to AMPNI shareholders
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11,770
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1,354
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Add: Net financing cost including amortization of financing costs
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9,361
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12,073
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Add: Income tax (benefit) / expense
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(2,592
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729
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Add: Depreciation and amortization excluding amortization of financing costs
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8,608
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7,782
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EBITDA
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27,147
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21,938
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Add: Non-recurring exceptional items
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-
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-
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Adjusted EBITDA
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27,147
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21,938
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Sales volume of marine fuel (metric tons)
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4,212,636
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4,450,263
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Adjusted EBITDA per metric ton of marine
fuel sold (U.S. dollars)
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6.44
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4.93
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2.
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Gross spread on marine petroleum products represents the margin the Company generates on sales of marine fuel and lubricants. Gross spread on marine fuel represents the margin that the Company generates on sales of various classifications of marine fuel oil ("MFO") or marine gas oil ("MGO"). Gross spread on lubricants represents the margin that the Company generates on sales of lubricants. Gross spread on marine petroleum products, gross spread of MFO and gross spread on lubricants are not items recognized by U.S. GAAP and should not be considered as an alternative to gross profit or any other indicator of a Company's operating performance required by U.S. GAAP. The Company's definition of gross spread may not be the same as that used by other companies in the same or other industries. The Company calculates the above-mentioned gross spreads by subtracting from the sales of the respective marine petroleum product the cost of the respective marine petroleum product sold and cargo transportation costs. For arrangements in which the Company physically supplies the respective marine petroleum product using its bunkering tankers, costs of the respective marine petroleum products sold represents amounts paid by the Company for the respective marine petroleum product sold in the relevant reporting period. For arrangements in which the respective marine petroleum product is purchased from the Company's related company, Aegean Oil S.A., or Aegean Oil, cost of the respective marine petroleum products sold represents the total amount paid by the Company to the physical supplier for the respective marine petroleum product and its delivery to the custom arrangements, in which the Company purchases cargos of marine fuel for its floating storage facilities. Transportation costs may be included in the purchase price of marine fuels from the supplier or may be incurred separately from a transportation provider. Gross spread per metric ton of marine fuel sold represents the margin the Company generates per metric ton of marine fuel sold. The Company calculates gross spread per metric ton of marine fuel sold by dividing the gross spread on marine fuel by the sales volume of marine fuel. Marine fuel sales do not include sales of lubricants. The following table reflects the calculation of gross spread per metric ton of marine fuel sold for the periods presented:
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For the Three Months Ended March 31,
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2016
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2017
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(in thousands of U.S. dollars,
unless otherwise stated)
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Sales of marine petroleum products
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734,815
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1,504,241
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Less: Cost of marine petroleum products sold
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(659,747
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)
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(1,431,090
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)
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Gross spread on marine petroleum products
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75,068
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73,151
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Less: Gross spread on lubricants
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(734
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)
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(626
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)
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Gross spread on marine fuel
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74,334
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72,525
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Sales volume of marine fuel (metric tons)
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4,212,636
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4,450,263
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Gross spread per metric ton of marine
fuel sold (U.S. dollars)
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17.6
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16.3
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3.
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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 include the sales volume of lubricants in the calculation of gross spread per metric ton of marine fuel sold.
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4.
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Bunkering fleet comprises both bunkering vessels and barges.
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5.
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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.
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6.
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Special Purpose Vessels consists of the Orion, a 550 dwt tanker which is based in our Greek market.
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7.
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The Company owns two barges, the Mediterranean and Umnenga, as floating storage facilities in Greece and South Africa. The Company also operates on-land storage facilities in Las Palmas, Fujairah, Tangiers, the U.S.A. and Hamburg.
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The ownership of storage facilities allows the Company to mitigate its risk of supply shortages. Generally, storage costs are included in the price of refined marine fuel quoted by local suppliers. The Company expects that the ownership of storage facilities will allow it to convert the variable costs of this storage fee mark-up per metric ton quoted by suppliers into fixed costs of operating its owned storage facilities, thus enabling the Company to spread larger sales volumes over a fixed cost base and to decrease its refined fuel costs.
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8.
|
Working capital is defined as current assets minus current liabilities. Working capital excluding cash and debt is defined as current assets minus cash and cash equivalents minus restricted cash minus current liabilities plus short-term borrowings plus current portion of long-term debt.
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9.
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Net income as adjusted for non-cash items, such as depreciation, provision for doubtful accounts, share-based compensation, amortization, deferred income taxes, gain/loss on sale of vessels, impairment losses, unrealized loss/(gain) on derivatives and unrealized foreign exchange loss/(gain), net, is used to assist in evaluating our ability to make quarterly cash distributions. Net income as adjusted for non-cash items is not recognized by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of the Company's performance required by accounting principles generally accepted in the United States. The following table reflects the calculation of net income as adjusted for non-cash items for the periods presented:
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For the Three Months Ended
March 31,
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2016
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|
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2017
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(in thousands of U.S. dollars,
unless otherwise stated)
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Net income
|
|
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11,770
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|
|
|
1,371
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|
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Add: Depreciation
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|
|
6,439
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|
|
|
5,875
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|
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Add: Provision for doubtful accounts
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|
|
781
|
|
|
|
764
|
|
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Add: Share based compensation
|
|
|
2,409
|
|
|
|
1,884
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|
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Add: Amortization
|
|
|
4,566
|
|
|
|
4,976
|
|
|
Add: Net deferred tax (benefit) / expense
|
|
|
(2,879
|
)
|
|
|
3,612
|
|
|
Add: Unrealized loss / (gain) on derivatives
|
|
|
27,628
|
|
|
|
(14,606
|
)
|
|
Add: Unrealized foreign exchange loss
|
|
|
207
|
|
|
|
70
|
|
|
Net income as adjusted for non-cash items
|
|
|
50,921
|
|
|
|
3,946
|
|
First Quarter 2017 Dividend Announcement
On May 23, 2017, the Company's Board of Directors declared a first quarter 2017 dividend of $0.02 per share payable on or about June 20, 2017 to shareholders of record as of June 6, 2017. The dividend amount was determined in accordance with the Company's dividend policy of paying cash dividends on a quarterly basis subject to factors including the requirements of Marshall Islands law, future earnings, capital requirements, financial condition, future prospects and such other factors as are determined by the Company's Board of Directors. The Company anticipates retaining most of its future earnings, if any, for use in operations and business expansion.
Conference Call and Webcast Information
Aegean Marine Petroleum Network Inc. will conduct a conference call and simultaneous Internet webcast on
Wednesday, May 24
th
at 8:30 A.M. Eastern Time
, to discuss its first quarter results. Investors may access the webcast and related slide presentation, by visiting the Company's website at www.ampni.com, and clicking on the webcast link. The conference call also may be accessed via telephone by dialing (800) 862-9098 (for U.S.-based callers) or 785-424-1051 (for international callers) and enter the passcode:
9327926.
If you are unable to participate at this time, a replay of the call will be available for two weeks at 888-203-1112 or 719-457-0820.
Enter the code 9327926 to access the audio replay. The webcast will also be archived on the Company's website:
http://www.ampni.com
.
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 over 29 markets and a team of professionals ready to serve our customers wherever they are around the globe. For additional information please visit:
www.ampni.com
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "intend," "anticipate," "estimate," "project," "forecast," "plan," "potential," "may," "should," "expect" and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include our ability to manage growth, our ability to maintain our business in light of our proposed business and location expansion, our ability to obtain double hull secondhand bunkering tankers, the outcome of legal, tax or regulatory proceedings to which we may become a party, adverse conditions in the shipping or the marine fuel supply industries, our ability to retain our key suppliers and key customers, material disruptions in the availability or supply of crude oil or refined petroleum products, changes in the market price of petroleum, including the volatility of spot pricing, increased levels of competition, compliance or lack of compliance with various environmental and other applicable laws and regulations, our ability to collect accounts receivable, changes in the political, economic or regulatory conditions in the markets in which we operate, and the world in general, our failure to hedge certain financial risks associated with our business, our ability to maintain our current tax treatments and our failure to comply with restrictions in our credit agreements and other factors. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.
CONTACTS:
Aegean Marine Petroleum Network Inc.
(212) 430-1098